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Intervest Offices & Warehouses NV

Annual Report Mar 27, 2020

3966_10-k_2020-03-27_36c4ecfd-d0d2-41c2-910f-a56adc1a3986.pdf

Annual Report

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Front cover photograph: Roosendaal - Fri-Jado Photograph on reverse of cover: Greenhouse Antwerp Photo for content: Greenhouse BXL

Alternative performance measures and the term "EPRA earnings"

Alternative performance measures are criteria used by Intervest to measure and monitor its operational performance. This Annual Report 2019 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 2019, 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.

Risk factors 4
History and milestones 18
Intervest in brief 20
Highlights 2019
Strategic vision
Key figures 2019
Activities 2019
Future value creation
Financial calendar 2020
21
22
24
28
28
29
Letter to shareholders 30
Report of the board of directors 36
Investment strategy
Corporate governance statement
37
41
Sustainable business and
corporate social responsibility
57
Report of the management committee 58
The market for logistics real estate and offices 59
Major developments in 2019 64
Financial results 2019 71
Financial structure 78
Profit distribution 2019 86
EPRA Best Practices 87
Outlook for 2020 95
Report on the share 98
Stock market information 99
Dividend and shares 102
Shareholders 103
Financial calendar 2020 105

TABLE OF CONTENTS 3 CONTENTS

Property report 106
Composition of the portfolio 107
Overview of the portfolio 122
Valuation of the portfolio by the property experts 124
Description of the logistics portfolio 127
Description of the office portfolio 147
Financial report 156
Consolidated income statement 158
Consolidated statement of comprehensive income 159
Consolidated balance sheet
Statement of changes in consolidated equity
160
162
Consolidated cash flow statement 166

Statutory auditor's report 210

Intervest Offices & Warehouses 216

Statutory annual accounts of

General information 230
Identification 231
Extract from the articles of association 234
Statutory auditor 237
Liquidity provider 237
Property experts 237
Property management 237
RREC - legal framework 238
RREC - tax status 239
Tax status in the Netherlands 240
Information related to the annual
report 2017 and 2018 240
Mandatory parts of the annual report 240
Persons responsible for the content
of the annual report 241
Terminology and alternative
performance measures 242

Risk factors

4

    1. Most important risk factors and internal control and risk management systems
    1. Market risks
    1. Operational risks
    1. Financial risks
    1. Regulatory risks

1. Most important risk factors and internal control and risk management systems

In 2019, the board of directors of Intervest Offices & Warehouses nv (referred to hereafter as "Intervest") as always focused attention on the risk factors with which Intervest Offices & Warehouses must contend: market risks, operational, financial and regulatory risks.

Permanent changes in the real estate and financial markets require continuous monitoring of the market, operational, financial and regulatory risks in order to safeguard the results and financial situation of Intervest.

This chapter describes the most important risks that the company faces. On the following pages, the first column states the risk. The second column describes its possible influence on the activities of Intervest, which can arise if the risk materialises. The third column provides an overview of the measures that Intervest takes in order to limit and control any potential negative impact of these risks to the highest extent possible1 .

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.

5

1. The numbering under Limiting factors and control refers to the Potential impact in the adjacent column. Turn-key solutions project - Greenhouse BXL - Essity

2. Market risks

Description of the risks Potential impact Limiting factors and control Note
Economic climate
Material deterioration of
economic climate (including
inflation).
1. Decreased demand for offices, stor
age and distribution space.
2. Increased vacancy rate and/or lower
rental prices when re-renting.
3. Decrease in fair value of the proper
ty and as a result also a decrease of
the net value.
4. Possible bankruptcies of tenants.
5. 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.

Excellent location of the properties, and focus on
strategic logistical hubs or on secondary locations
having growth potential. (2/3)

Diversified tenant base with limited exposure to a
sole tenant, good sectoral spread of tenants, and
a market-compliant average contractual rental. (4)

Quality of tenant base with mainly big national
and international companies and a limited annual
provision for doubtful debtors. (1/4)

Standard clause included in the lease agreements
in terms of which the indexation is linked to the
heath index. (5)
Property
report »
1.Composi
tion of the
portfolio
Type of property
Decreased attractiveness of
the investment properties due
to matters such as deterio
rating economic conditions,
oversupply of certain real
estate segments or changing
1. Operating result and cash flow
affected by lowered review of rental
prices, increase of vacancy rate and
commercial costs of re-rental.
2. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.

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. (1/2/3)
Property
report »
1.Composi
tion of the
portfolio
standards for the sustainability
standards of the buildings or
in society.
3. Not achieving the yield objectives of
the investment properties.

Proactive follow-up and years of experience.
The investment properties are valued on a quar
terly basis by independent property experts. In
this way, trends in the real estate market become
visible quickly and measures can be taken proac
tively. 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. (1/2/3)
Property
report »
3.Valuation of
the portfolio
by the
property
experts
Moment of investment and
divestment
Making a transaction (invest
ing/divesting in real estate
properties) entails the inherent
risk that, if the transaction
takes place at the wrong junc
ture 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.
1. Operating result and cash flow
affected by lowered review of rental
prices, increase of vacancy rate and
commercial costs of re-rental.
2. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.
3. Not achieving the yield objectives of
the investment properties.

Clear periods of economic boom lead to higher
market prices which may, at a later date, be sub
ject 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 anti
cipation 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. (1/2/3)
Report of
the board of
directors »
1.Investment
strategy

Adequate sectoral and regional spread. (1/2/3)

Real estate that is to be purchased and sold must
be valued before acquisition or sale by an inde
pendent property expert. (1/2/3)
Property
report »
1.Composi
tion of the
portfolio
Description of the risks Potential impact Limiting factors and control Note
Deflation
A decrease in economic activity
leading to a general decrease
in prices.
1. Decrease of rental income, among
other things due to downward
pressure on market lease levels and
a decreased or negative indexation.

Clause in most lease agreements that stipulates a
minimum for the basic rent or states that negative
indexation cannot take place. (1)
/
Volatility on the financial
markets
External volatility and insecuri
ty on the international markets.
1. More difficult access to the equity
markets to raise new capital/share
holders' equity and reduction of the
options that concern debt financing.
2. Fluctuations in the share price.
3. Less liquidity available in the debt
capital markets in relation to refi
nancing outstanding bond loans.

Frequent dialogue with capital markets and
financial counterparties as well as transparent
communication with clear targets. (1/2/3)

Follow-up and management of all risks that could
have a negative impact on the perception of inves
tors and financiers of the company. (1/3)

Working towards building up long-term relation
ships with financial partners and investors. (1/3)
Report of the
management
committee »
4.Financial
structure

3. Operational risks

Description of the risks Potential impact Limiting factors and control Note
Investment risk
Risk of erroneous investment
decisions and inappropriate
policy choices.
1. Operating result and cash flow
affected by lowered review of rental
prices, increase of vacancy rate and
commercial costs of re-rental.
2. Decrease in fair value of invest
ment 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 ener
gy performance.
3. Decrease of the net value and
increase of the debt ratio.

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 re
quirements, analysis of tax risks, etc. (1/2/3)

Constant monitoring of changes in economic,
real-estate specific and regulatory trends, for
example, regarding tax legislation, regulations
regarding RRECs, etc. (1/2/3)

In accordance with article 49, §1 of the RREC
Act, an independent property expert values each
acquisition or sale of real estate. (2)

Close supervision of the safeguards put in place
during the transaction, regarding both duration
and value. (1)

Technical, administrative, legal, accounting and tax
due diligence for each acquisition based on con
tinuous analysis procedures, usually with support
from external specialised consultants. (1/2/3)

Experience of the management and supervision
by the board of directors, during which a clear
investment strategy is defined with a long-term
vision and consistent management of the capital
structure. (1/2/3)
Report of the
management
committee »
2.Important
develop
ments in
2019 »
2.2 Invest
ments in
2019
Description of the risks Potential impact Limiting factors and control Note
Repurchase risk
Risk that, when certain condi
tions for economic develop
ment are not (no longer) met,
a right of repurchase granted
to the government will be
exercised while an industri
al site is being developed
(within the framework of the
Economic Exercise Act of 30
December 1970 (economische
expansiewet) and the Decree
on Spatial Economy dated 13
July 2012 (Decreet Ruimtelijke
Economie)).
1. 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.

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. (1)

In accordance with article 49, §1 of the RREC Act,
an independent property expert values each acqui
sition or disposal of real estate. (1)
/
Construction and develop
ment risk
Risks specifically related to
development and reconversion
projects, such as solvency of
the contractors, obtaining the
necessary permits, etc.
1. Inability to obtain the necessary
permits.
2. Significant delays leading to loss of
potential income.
3. Material overrun of investment
budgets.
4. In the case of developments at risk:
prolonged periods of vacancy.
5. Not achieving the intended yields on
developments.

During legal and administrative due diligence, all
permits and possibilities are analysed with each
acquisition, usually with the support of external,
specialised consultants. (1)

Prior consultation with the relevant municipal and/
or city services. (1)

Strict follow-up of projects in progress with imple
mentation of penalty clauses in case third parties do
not comply with contracts. (2/3/5)

Engage reputable adequately solvent contractors
and provide the necessary guarantees. (3/5)

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 devel
oper. (4/5)
Report of the
management
committee »
2.Important
develop
ments in
2019 » 2.2
Investments
in 2019
2.4 Devel
opment
potential
7.Outlook for
2020
Negative changes in
fair value of the
buildings
Negative revaluation of the real
estate portfolio.
1. Negative influence of the net result
and the net value.
2. Negative evolution of the debt ratio.
3. Impact on the ability to pay out a
dividend if the cumulative variations
exceed the distributable reserves.

The real estate portfolio is assessed every
quarter by independent experts, so that trends
become visible quickly and measures can be taken
proactively. (1/2)

Investment policy that is aimed at high-quality real
estate at strategic logistical hubs and at locations
with growth potential. (1)

Well diversified portfolio. (1)

Clearly defined and careful management of the
capital structure. (2/3)

The fluctuations in fair value of the investment
properties relate to a non-materialised and non
cash item. (3)
Report of
the board of
directors »
1.Investment
strategy
Property
report »
3. Valution of
the portfolio
by the prop
erty experts
Description of the risks Potential impact Limiting factors and control Note
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.
1. Operating result and cash flow
damaged by downward amend
ments 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 prop
erty tax.
2. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.
3. Not achieving the intended yields.

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. (1/3)
Spreading the risk according to tenants and
quality of the tenants, in order to limit the
risk of bad debts and improve income stability.
(1/3)
Sectoral spreading of investment properties
in which tenants are well spread across a large
number of different economic sectors. (1/2/3)
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. (1/2/3)

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 in
ternal yield model. On the basis of this, an analysis
is made of which objects require additional invest
ment, where the tenant mix must be adapted and
which premises are eligible for sale. (1/2/3)
Property
report »
1.Composi
tion of the
portfolio

Lease agreements contain protective elements
such as rental deposits and/or bank guarantees of
Financial
report »

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. (1/3)

Note 4 Property result » Recovery of property charges

Description of the risks Potential impact Limiting factors and control Note
Risk related to the deteriorat
ed state of the buildings and
the risk of large works
Risk of constructional and
technical deterioration in the
life cycle of buildings: the state
of the buildings deteriorates
due to wear and tear of various
parts because of normal ageing
and constructional and techni
cal ageing.
1. Operating result and cash flow
damaged by downward amend
ments 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 prop
erty tax.
2. Maintenance and renovation costs
and investments are necessary to
achieve the rental price estimated
beforehand.
3. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.

Proactive policy regarding maintenance of the
buildings. (1)

Constant monitoring of the investment plan in order
to guarantee the quality of the portfolio. (1/2/3)

Ad hoc redevelopment and renovation of outdated
buildings alongside regular investments in quality
and sustainability. (1/2/3)

At the time of the termination of the lease agree
ment, the tenant (in accordance with the contrac
tual 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 occupa
tion by the next tenant. (1)

Sale of outdated buildings. (1/2/3)
Report of the
management
committee »
2.Important
develop
ments in
2019 »
2.2 Invest
ments in
2019
Cost control risk
Risk of unexpected volatility
and an increase in operating
costs and maintenance invest
ments.
1. Operating result and cash flow
impacted, unexpected fluctuations in
the property charges.

Periodic comparison of maintenance budgets with
the current situation. (1)

Approval procedures when entering into mainte
nance 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. (1)

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.
(1)

Timely drawing up and close monitoring of invest
ment budgets over the long term for comprehen
sive renovations and upgrades. (1)
Financial
report »
Note 5
Property
charges
Insurance risk
(destruction risk)
The risk of inadequate insur
ance cover when buildings
are destroyed by fire or other
disasters.
1. Operating result and cash flow
affected by loss of rental income and
possible tenant loss.
2. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.

The real estate portfolio is insured for reconstruc
tion value (which is the cost price for rebuilding to
new state of the building, excluding the premises
on which the buildings are located. (2)

The insurance policies also mostly include addi
tional 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. (1)

Close supervision of the coverage and timely
renewal of the insurance contracts. (1/2)
Property
report »
2.Overview
of the port
folio »
2.3 Insured
value
Description of the risks Potential impact Limiting factors and control Note
Debtor's risk
The risk that the rent cannot
be collected (any longer) due
to solvency problems.
1. 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.
2. Decrease in fair value of the invest
ment properties and as a result also
of the net value and increase of the
debt ratio.

Clear procedures for screening tenants when new
lease agreements are concluded. (1/2)

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. (1)

Strict debtor management in order to safeguard
timely collection of lease receivables and ade
quate follow-up of rent arrears. (1)

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. (1)
Financial
report »
Note 14 Cur
rent assets »
Trade receiv
ables
Note 4
Property
result »
Rental
related
expenses
Legal and tax risks: contracts
and company-law reorgani
sations
Inadequate contracts
concluded with third parties.
1. Negative impact on operating result,
cash flow and net value.
2. Not achieving the yield objectives of
the investment properties.
3. Reputational damage.

If the complexity so requires, contracts to be con
cluded with third parties are checked by external
consultants. (1/2/3)

Insurance against liability arising from the activ
ities 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 committee are
insured for directors' liability. (1/2)

Corporate reorganisations (merger, demerger,
partial demerger, 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. (1/2/3)
Property
report »
2. Overview
of the port
folio »
2.3 Insured
value
Turnover of key staff
Risk of key staff leaving the
company.
1. Negative influence on existing pro
fessional relationships.
2. Loss of decisiveness and efficiency
levels in the management deci
sion-making process.

Remuneration in line with the market. (1/2)

Working in teams, avoiding individuals being re
sponsible for important and strategic tasks. (1/2)

Clear and consistent procedures and communica
tion. (1/2)
Financial
report »
Note 7
Employee
benefits
Risk of concentration
Risk of concentration of (the
activities of) the tenants or
concentration of investments
in one or several buildings.
1. Operating result and cash flow
affected by the departure of a tenant
or if a specific sector is hit by eco
nomic decline.
2. Decrease in fair value of the real
estate investments, resulting in a
decrease in the net value.

Diversified tenant base with a restriction on the
maximum exposure to one tenant and good sec
toral spread of tenants. (1/2)

Adequate sectoral and regional spread of the invest
ment properties. (1/2)

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, with certain
exceptions. (1/2)
Property re
port » 1.Com
position of the
portfolio
Description of the risks Potential impact Limiting factors and control Note
IT risk
Risk related to information
technology, such as break-in on
the IT network, cyber criminali
ty, phishing, etc.
1. Negative impact on the functioning
of the organisation.
2. Reputational damage caused by the
loss of business-sensitive informa
tion.
3. Negative impact on the result caused
by the loss of operational and stra
tegic data.

Daily back-ups to limit data loss in time. (1/2/3)

Preventive training on cyber criminality for the
employees. (1/2/3)

Investing in a secured IT environment. (1/2/3)

Support from externally specialised IT-service relat
ed consultants. (1/2/3)
/
Risk associated with interna
tionalising the Group
Risk that the investments
abroad will lead to an increase
in the operational and regulato
ry risks because of insufficient
knowledge of the international
context.
1. Increasing complexity of managing
the daily activities (knowledge of the
foreign market, physical, cultural and
language barriers, etc.).
2. Increase in the regulatory risks in the
various countries.

Relying on local consultants who provide assistance
in international development relating to knowledge
of the market and regulations. (1/2)

Implementing the necessary structures and proce
dures to guarantee fluent international develop
ment (e.g. specialised acquisition team). (1/2)
/
Risk related to external
communication
Risk that Intervest is put in a
negative light due to incorrect
communication (including road
1. Reputational damage caused by the
provision of incorrect information.
2. Negative impact on the share price
of the Intervest share.

All external communication (e.g. annual report,
press, road shows, etc.) is duly prepared and follows
the internal approval flow before it is communicat
ed. (1/2)

The dissemination of transparent internal commu
nication. (1)
/

4. Financial risks

shows and the press).

Description of the risks Potential impact Limiting factors and control Note
Financing risk
A relative increase in borrowed
capital compared to sharehold
ers' equity can result in a higher
yield (known as "leverage"), but
simultaneously brings increased
risk.
1. Being unable to meet interest and
repayment obligations of borrowed
capital and other payment obliga
tions when yields from real estate
are disappointing and when the
fair value of investment properties
decreases.
2. Not obtaining financing with new
borrowed capital or only against very
unfavourable terms.
3. 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.

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. (1/2/3)

A balanced spread of refinancing dates of the
long-term financing with a weighted average du
ration ranging between 3,5 and 5 years. This may
be temporarily derogated from should specific
market conditions require it. (1/2)

Aiming at safeguarding access to the capital mar
ket through transparent provision of information,
regular contacts with financiers and shareholders
(and potential shareholders) and increasing the
liquidity of the share. (1/2/3)
Report of the
management
committee »
4.Financial
structure
Description of the risks Potential impact Limiting factors and control Note
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.
1. Cancellation, renegotiation, termina
tion or financing agreements which
become due and payable at an accel
erated rate by financial institutions
when ratios imposed are no longer
observed.

Careful financial policy with continuous monitor
ing in order to fulfil financial parameters. (1)

Follow-up of the changes in the debt ratio at reg
ular intervals and prior analysis of the influence of
every intended investment operation on the debt
ratio. (1)

Drawing up a financial plan with an implementa
tion scheme as soon as the consolidated debt ra
tio as defined in the RREC Royal Decree amounts
to over 50%, pursuant to Article 24 of the RREC
Royal Decree. (1)
Report of the
management
committee »
4.Financial
structure
Liquidity risk
Risk of insufficient cash flows
not being able to meet daily
payment obligations.
1. EPRA earnings and cash flow
influenced by increase of the cost of
debts due to higher bank margins.
2. Financing for interest payments,
capital or operational costs being
unavailable.
3. Impossibility to finance acquisitions
or developments.

Limiting this risk by means of the measures men
tioned under operational risks, which reduces the
risk of loss of cash flows due to e.g., vacancy or
tenant bankruptcy. (1)

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 com
plied with on a continuous basis. (1/2/3)

Constant dialogue with financing partners in order
to build up a sustainable relationship with them.
(2)

Conservative and careful financing strategy with
balanced distribution of due dates, diversification
of the financing sources and financing partners.
(1/2)
Report of the
management
committee »
4.Financial
structure
Interest rate volatility
Future fluctuations in the
leading short and/or long-term
interest rates on the interna
tional financial markets.
1. EPRA earnings and cash flow
influenced by increase of the costs
of debts.
2. Fluctuations in the value of the
financial instruments that serve to
cover the debts.
3. Potential negative influence on the
net value.

High level of hedging against fluctuations in
interest rates by means of derivative financial
instruments (such as Interest Rate Swaps). (1)

Follow-up of the evolution of interest rates and
monitoring its impact on the effectiveness of hedg
ing those risks. (1)

Aiming at a balanced distribution of interest
reviewing dates and a duration of at least 3 years
for long-term financing. This may be temporarily
derogated from should specific market conditions
require it. (1)

The fluctuations in fair value of the hedging instru
ments concern a non-realised and non-cash item
(if the products are held until due date and are not
settled prematurely). (2/3)
Report of the
management
committee »
4.Financial
structure »
Financial
report »
Note 19
Financial
instruments
Potential impact Limiting factors and control Note
1. Complexity and volatility of the fair
value of the hedging instruments
and therefore also of the net result
and net value.
2. Counterparty risk towards the party
with whom the financial derivatives
have been concluded (see also "Risk
associated with banking counter
parties").

Fluctuations in fair value of the hedging instru
ments allowed have no impact on the cash flow
since these financial derivatives are kept until the
due date of these contracts. Only settlement be
fore the due date would result in extra charges. (1)

All financial derivatives are only used for hedging
purposes. No speculative instruments are used. (1)
Report of the
management
committee »
4.Financial
structure
Financial
report »
Note 19
Financial
instruments
1. EPRA earnings and cash flow im
pacted by additional financial costs
and in some extreme circumstances
termination of the refinancing con
tract or the hedging instrument.
2. Loss of deposits.

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. (1/2)

Regular revision of the banking relations and
exposure to each of them. (1/2)

Tight control of cash position so that the cash po
sition 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. (2)
Report of the
management
committee »
4.Financial
structure
Financial
report »
Note 18
Non-current
and current
financial
debts
1. Financing of the day-to-day oper
ations and further growth of the
company being unavailable.

Proactively maintaining good relations with cur
rent 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. (1)

Policy to keep the debt ratio between 45% and
50% (regardless of the legal stipulation for RRECs
allowing a debt ratio of 65%). (1)
Report of the
management
committee »
4.Financial
structure

convince investors to purchase the company's bonds.

14

15

Description of the risks Potential impact Limiting factors and control Note
Financial reporting risk
Risk that the financial reporting
of the company contains ma
terial inaccuracies that would
lead to stakeholders being
informed incorrectly regarding
the operational and financial
results of the company.
Risk that the timing of financial
reporting stipulated by regula
tions is not respected.
1. Reputational damage.
2. Stakeholders making investment
decisions that are not based on the
right information, which in turn can
result in claims being filed against
the company.

Each quarter, a complete closing and consolida
tion of the accounts is prepared and published.
These quarterly figures are always analysed in
detail and checked internally. (1/2)

Discussion of these figures within the manage
ment committee 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 build
ings, outstanding debts, etc. Comparisons with
forecasts and budgets are discussed. (1/2)

The management committee presents the
financial statements to the audit committee each
quarter, along with a comparison of annual figures,
budget, and explanations for derogations. (1/2)

Checking of the half-yearly figures and the annual
figures by the statutory auditor. (1/2)
Financial
report »
7.Statutory
auditor's
report
Risk of financial budgeting
and planning
Risk that the forecast and
intended growth will not be
achieved due to incorrect
assumptions.
1. Negative influence when making
strategic decisions.
2. Negative influence of the financial
and operational management.
3. Reputational damage.

Quarterly updates on the budgeting model, includ
ing a comparison of the closing and consolidation
of the accounts. (1/2/3)

Testing the hypotheses in the budgeting model
every quarter with any new circumstances and
making adjustments where necessary. (1/2/3)

Checking the budgeting model every quarter to
detect any programming or human errors in good
time. (1/2/3)

Continuously monitoring the parameters that
might influence the result and the budget. (1/2/3)
/

5. Regulatory risks

Description of the risks Potential impact Limiting factors and control Note
Status of public and institu
tional RRECs
Status subject to the stipu
lations of the Act of 12 May
2014 on regulated real estate
companies and the Royal
Decree of 13 July 2014 on reg
ulated real estate companies
amended from time to time.
Risk of loss of recognition of
the public and institutional
RREC status.
1. Loss of the benefit of the transpar
ent tax system for RRECs.
2. Loss of recognition is viewed as an
event that causes credit to become
due before their due date.
3. Negative impact on the share price
of the Intervest share.

Continuous attention of the board of directors
and the management committee 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 prepar
ing the dividend proposal. (1/2/3)
General infor
mation »
7.RREC -
legal frame
work
Report of the
management
committee »
2.Important
develop
ments in
2019 » 2.4
Development
potential »
7.Outlook for
2020
New and adjustments to dif
ferent types of legislation
New legislation and regulations
could enter into force or pos
sible changes in the existing
legislation and regulations or
their interpretation and appli
cation by agencies (including
tax administration) or courts
could occur1.
1. Negative influence on the activities,
the result and profitability, the net
value, the financial situation and the
outlook.

Continuous monitoring of existing, any changes to
or new future legislation, regulations and require
ments and their compliance, with the support of
specialised external consultants. (1)
/
Dividend risk
Article 617 of the 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.
1. 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 all.
2. Volatility in the share price.
3. Overall weakening of confidence
in the share or in the company in
general.

Intervest has sufficient distributable reserves to
ensure dividend distribution. (1)

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. (2/3)

Development of solid long-term relationships with
investors and financial institutions that facilitates
dialogue on a regular basis. (2/3)
Financial
report »
8.Statutory an
nual accounts »
8.6 Attach
ments to the
statutory
annual ac
counts

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.

Description of the risks Potential impact Limiting factors and control Note
Compliance risk
The risk of an inadequate level
of compliance with relevant
legislation and regulations
and the risk of employees not
acting with integrity.
1. Negative influencing of the entire
business and operations, the result,
the profitability, the financial position
and forecast.
2. Reputational damage.

Extra attention is paid to screening integrity when
recruiting new staff. Awareness is created around
this risk among staff, ensuring that they have suffi
cient knowledge about changes in the relevant leg
islation 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) fo
cused 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 cul
ture, 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. (1/2)
Report of
the board of
directors »
2.Corporate
Governance
statement »
2.4 Other par
ties involved »
Independent
control func
tions
Risk of expropriation
Expropriation within the
1. Loss in value of the investments and
forced sale at a loss.
2. Loss of income due to lack of rein

Continuous dialogue with the government in order
to come to constructive solutions in the interest
of all shareholders. (1/2)
/

framework of public expropriations by competent government authorities.

vestment opportunities.

18 History and milestones

at Mechelen Campus (phase 2) 2001

Foundation

1999

(INTO)

Listing on Euronext Brussels

Recognition as a property investment fund under Belgian law

Acquisition of offi ce buildings in the Brussels periphery.

Acquisition of offi ce buildings in Antwerp, Mechelen and Brussels periphery approach 1996

2002

(phase 1)

First investments in logistics real estate: 20 properties Expansion of offi ce portfolio in the Brussels periphery

and at Mechelen Campus

2007

2005

Acquisition of offi ce buildings

Acquisition of offi ce buildings at Mechelen Campus (phase 3) and Exiten in the Brussels periphery. Expansion of logistics portfolio with site Herentals Logistics 1

2010

Successful fi rst private placement of bond loan

2008

Logistics 2

Further expansion of logistics portfolio with acquisition of Herentals

2011

Further development of logistics portfolio with acquisitions in Huizingen, Oevel and Houthalen and extension of Herentals Logistics 2 (development project)

Name change, addition: "& Warehouses" confi rming the important market position in logistics real estate

Start of turn-key solutions

2012

Position extension in logistics real estate with acquisition of second logistics site in Oevel

Further profi ling with turn-key solutions approach

Opening of fi rst Greenhouse co-working in Mechelen

WILRIJK 1

2013

First EPRA Award

Delivery of projects in Oevel (connection between existing logistics sites) and Wilrijk (Peugeot showroom)

2014

Successful private placement of bonds

Transformation into the status of regulated real estate company (RREC)

Contribution in kind from the logistics site in Oudsbergen

2017

First step in the Netherlands with the acquisition of two logistics sites (Raamsdonksveer and Tilburg)

Achievement of a solid capital structure pursuant to three contributions in kind (logistics sites in Oevel, Aarschot and Zellik) and the optional dividend

Delivering of the newly-built distribution centre at Herentals Logistics

2016

2015

Strategic emphasis shift to logistics real estate: acquisition of a logistics site in Liège Broader shareholder base and support from several reference shareholders pursuant to the sale by majority shareholder NSI nv of 35% of its shares in Intervest Offi ces & Warehouses

Reorganisation of the real estate portfolio pursuant to the divestment of fi ve non-strategic properties in the Brussels periphery

Opening of second Greenhouse co-working space in Greenhouse Antwerp

Expansion of offi ces portfolio with Intercity Business Park in Mechelen

Further development of the logistics portfolio in the Netherlands: Nijmegen, Roosendaal and Den Bosch (land reserve)

Intervest 20 years on the Brussels stock exchange

Opening of an offi ce in the Netherlands

Divestment of non-strategic logistics properties in Aartselaar, Houthalen and Oudsbergen

Active commitment to future value creation and sustainability PEUGEOT SHOWROOM

Commitment to VALUE CREATION and SUSTAINABILITY

2018

Successful capital increase with irreducible allocation right of € 99.9 million

Real estate segments ratio: 60% logistics real estate and 40% offi ce buildings

Real estate portfolio growth of 31% (€ 204 million) pursuant to acquisitions (six logistics sites in the Netherlands, one in Belgium and one offi ce building in Belgium) and the redevelopment of the Diegem offi ce building (opening of third Greenhouse Flex in Greenhouse BXL)

Acquisition of substantial development potential by the purchase of zone B of the former Ford site of Genk: 250.000 m² and incorporation of perimeter company Genk Green Logistics nv, as iRREC.

Intervest in brief

Highlights in 2019 Strategic vision Key fi gures for 2019 Activities in 2019 Future value creation 2020 Financial calendar

20

Greenhouse BXL - Entrance Hall/Event Space

Highlights in 2019

€ 893 million investment properties

€ 631 million market capitalisation

Strategic vision

Real estate portfolio

In order to achieve well balanced growth, Intervest keeps a close eye on the balance between growth and yield. Asset rotation is an integral part of the investment strategy.

Logistics real estate

In logistics real estate, the focus is on investing in modern clustered logistics sites on locations with multimodal accessibility, with a geographical orientation that maximises synergy bene ts.

Offi ces

In the o ces market, the priority lies with investing in inspiring multi-tenant o ces in easily accessible locations in the greater metropolitan areas of Flanders. Buildings where working and experience go hand in hand with a service-oriented and exible approach to tenants.

Beyond real estate

In the strategic move away from the mere letting of m2 towards the provision of exible solutions and extensive service provision, Intervest continues along that pursued path with the concepts of Greenhouse hubs and turn-key solutions: beyond real estate.

Intervest "unburdens" its customers and o ers them added value by listening to what they want, by thinking along with them and by thinking ahead.

Key fi gures for 2019

Real estate portfolio

Growth of 3% or € 26 million in real estate portfolio. € 893 million fair value

Stable occupancy rate of

93%

Occupancy rate

24

Average remaining duration of lease agreements (WALL)1

Su cient rental security:

WALL entire portfolio 4,3 years WALL o ces 3,1 years WALL logistics 5,3 years

Results in 2019

RESULTS (€ 000) 2019 2018
EPRA earnings 46.820 31.168
Result on portfolio 22.010 4.561
Changes in fair value of nancial assets
and liabilities (ine ective hedges)
-3.065 -1.615
Net result (share of the Group) 65.765 34.114
RESULTS PER SHARE 2019 2018
Number of shares at year-end 24.657.003 24.288.997
Weighted average number of shares 24.516.858 19.176.981
EPRA earnings per share based on weighted average
number of shares (€)
1,91 1,63

17% increase in EPRA result per share up to

3% increase in underlying EPRA earnings per share up to

€ 1,68 (excl. termination indemnity received from tenant Medtronic)

1 Average remaining duration of the agreements until the next expiry date

Key fi gures for 2019

Dividend:

Gross dividend for 2019 increased to

€ 1,53 per share

Gross dividend yield of 6,0%

RESULTS PER SHARE 2019 2018
Total number of shares entitled to dividend 24.657.003 24.288.997
Pay-out ratio (%) 80% 86%
Gross dividend (€) 1,53 1,40
Net dividend (€) 1,0710 0,9800

Financing structure

Optimisation and reinforcement nancing portfolio with expansion and further diversi cation of sources of nancing

Debt ratio drops by 4,5% points to 39%

€ 186 million of non-withdrawn credit lines

KEY FIGURES PER SHARE 2019 2018
Number of shares at year-end 24.657.003 24.288.997
Net value (fair value) (€) 21,25 19,62
Net asset value EPRA (€) 21,79 19,88
Share price on closing date (€) 25,60 20,60
Premium with regard to net value (fair value) (%) 20% 5%

Expiry dates calendar credit lines

Interest rate

Consistent decrease in the average interest rate of the nancing to

EPRA key fi gures

Market capitalistion € 631 million

EPRA KEY FIGURES PER SHARE 2019 2018
EPRA earnings (in € per share) (Group share) 1,91 1,63
EPRA NAV (in € per share) 21,79 19,88
EPRA NNNAV (in € per share) 21,14 19,49
EPRA Net Initial Yield (NIY) (in %) 5,9% 6,2%
EPRA Topped-up NIY (in %) 6,1% 6,4%
EPRA Vacancy rate (in %) 6,8% 6,7%
EPRA cost ratio (including direct vacancy costs) (in %) 15,5% 17,4%
EPRA cost ratio (excluding direct vacancy costs) (in %) 14,5% 16,2%

EPRA NAV increased by 10% € 21,79 per share

Activities in 2019

Divestment of three logistics sites in Belgium with a fair value of € 58 million

Future value creation

Financial calendar 20201

1 Any changes to the fi nancial calendar that might be required will be disclosed in a press release that can be consulted on the company website, www.intervest.be.

Dear Shareholders

After successfully achieving its growth objectives in 2018, Intervest took further steps in 2019 in its investment strategy to have the portfolio grow. The strategic growth plan is based on the reorientation of the office portfolio and the further roll-out of the Greenhouse concept, as well as on the expansion of the logistics real estate portfolio. The main aim here is to achieve a balanced ratio between return and growth, whereby non-strategic properties that do not sufficiently fit in optimally with the current and future characteristics of the portfolio, are divested. Investments will be made in high-quality and sustainable logistics buildings and offices, where for the offices attention will be paid to the special character, the architecture and multi-functionality, appropriate to the Greenhouse experience.

Given the current situation on the investment market, where buildings are offered for sale at sharp yields, Intervest also paid increased attention to asset rotation in 2019 and, in addition to traditional acquisitions, has invested in land reserves for future expansions and in project developments where higher yields can be achieved.

As a result of these choices and with a real estate portfolio of € 893 million as at 31 December 2019, Intervest did not achieve the pre-set objective of a portfolio of € 1 billion at the end of 2019, but invested in the quality and the development potential of the portfolio with higher yields. Intervest continues to pursue its growth plan with the prospect of ongoing project developments in the Netherlands, Genk Green Logistics and the expansion of existing logistics buildings in Belgium.

In 2019 the real estate portfolio experienced a growth of 3% or € 26 million from € 867 million as at 31 December 2018 to € 893 million as at the end of 2019. This increase is mainly the result of the increase in fair value (€ 22 million) of the existing buildings and those purchased in 2019, as well as of investments in the existing portfolio (€ 8 million). In addition, asset rotation was used to work on the quality and potential of the portfolio through a mix of acquisitions and investments in investment properties, land reserves and project developments in the logistics portfolio (€ 54 million) and the divestments of a few non-strategic logistics sites (€ 58 million). Intervest had two committed developments in the Netherlands as at 31 December 2019. These are projects in Roosendaal and Eindhoven, respectively, where Eindhoven was already delivered in January 20201 and Roosendaal will be delivered in the course of 2020. In addition, Intervest still had a committed development in Belgium (first building in Genk) as at 31 December 2019, which will be delivered in the course of 2020.

The fair value of the existing real estate portfolio (excluding acquisitions) increased in 2019 by almost € 19 million or 2%2, mainly due to the sharpening of the yields in the logistics portfolio, both in Belgium and in the Netherlands.

40%

Fair value of real estate portfolio € 893 million

of logistics real estate portfolio in the Netherlands

The ratio of the real estate segments in the portfolio as at the end of 2019 amounted to 61% logistics real estate and 39% office buildings. 40% of the logistics real estate portfolio is now located in the Netherlands. Intervest opened an office in Eindhoven in 2019 to support and further develop its activities in the Netherlands. The Dutch logistics portfolio, consisting of ten logistics objects, is managed from the new branch in Eindhoven. Intervest works together with Storms International Property Services for the property and asset management of the Dutch portfolio.

1 See press release dated 30 January 2020: "Intervest acquires the prominent logistics building Gold Forum in Eindhoven".

2 Compared to the fair value of the investment properties as at 31 December 2018, with unchanged portfolio.

As at 31 December 2019, the total real estate portfolio had a total leasable surface area of 945.595 m².

The acquisitions in the logistics portfolio are a strategically aimed mix of more expensive investments in finished buildings having long-term lease agreements, developments and built-to-suit projects where a better yield can be achieved and the creation of land reserves where market opportunities such as last-mile urban distribution may present themselves, for example. Naturally, this is done with due regard for and limitation of the risks associated with this approach. Logistics real estate is, after all, becoming increasingly more expensive in the current market. Therefore, it is advisable to be careful regarding the acquisition route, and investment yields are closely monitored.

In 2019, Intervest continued its investment strategy and strengthened its position as logistics owner in the south of the Netherlands along the main logistics axes by expanding in the Netherlands with two acquisitions, in Roosendaal and Nijmegen, having long-term lease agreements. In addition, as part of the creation of a reserve of land in Den Bosch, a building was purchased that will in the long term be demolished and redeveloped for last-mile urban distribution. In total, Intervest realised new acquisitions in the Netherlands (Roosendaal and Nijmegen) for € 24 million in 2019. Furthermore, Intervest already invested € 30 million in logistics project developments in the Netherlands and Belgium (Eindhoven, Roosendaal and Genk) in 2019. The project development was delivered in Eindhoven, the Netherlands as at 30 January 2020. The delivery of Roosendaal is planned in the course of 2020.

In 2019, Intervest divested three logistics sites in Belgium with a fair value of € 58 million, thereby realising an attractive gain on disposal of € 5 million. As a result of this divestment, Intervest is responding to the boom in the logistics real estate market and divesting buildings that are not sufficiently aligned with the characteristics of the portfolio.

Intervest sees possibilities of investing in more attractive yields in the office market, on condition that the office buildings are suited to adjust to the Greenhouse concept where traditional office space is combined with the extensive service provision, serviced offices, co-working, shared meeting rooms and event spaces.

The further realisation of the Greenhouse concept was also well received on the office market in 2019. Office buildings arranged as pioneering inspirational meeting places providing co-working and extensive services are also popular with traditional tenants, as can be seen from the rentals that have been concluded and the average higher annual rent for the Greenhouse buildings. The occupancy rate for office buildings with a Greenhouse concept averaged 93% as at 31 December 2019. An expansion of the co-working community is also fully under way, with interchangeability of workplaces with other providers at locations where Intervest does not offer co-working.

In 2019, investments and expansions in the existing portfolio were carried out for € 8 million, of which approximately € 6 million was spent on the further realisation of the Greenhouse concept. For example, additional meeting rooms have been created on the first floor in Greenhouse BXL and work has been done on the further finishing of the co-working spaces, a green zone and parking facilities.

In Belgium, Intervest worked on further developing Genk Green Logistics in 2019. This project has a future development potential of approximately 250.000 m² state-of-the-art logistics real estate on zone B on the former Ford site, spanned over a period of five years. The site is an exceptional investment opportunity because of its location, size and multi-modal accessibility.

Acquisitions and investments in project developments

Divestment with attractive gain on disposal

Further putting into practice of Greenhouse concept

Genk Green Logistics development potential of

The marketing of the planned new-build development in zone B is fully under
way. Although De Vlaamse Waterweg will still be carrying out demolition,
remediation and infrastructure works in zone A in 2020 and 2021, new
developments in large parts of zone B can already be started at the same time
that the remediation works are going on. The new construction for the first
logistics building of approximately 25.000 m² was started in early 2020 and is
expected to be ready by mid-2020.
'BREEAM
Very Good'
21%
Intervest actively focused on sustainability in 2019, which will result in 21% of
the buildings being certified at least as 'BREEAM Very Good' in the first half of
2020. In addition, in 2019 Intervest ensured the rental of roof surface area on
seven Dutch logistics sites to be equipped with photovoltaic installations, four
of which were already installed at the end of 2019, measuring 58.000 m².
Intervest will also actively pursue its sustainability strategy in 2020 by renew
ing or requesting 'BREEAM In-Use' certificates for its properties, by making
every effort to attain a 'BREEAM' classification of 'Excellent' to 'Outstanding'
in new-build projects and, if possible, by fitting photovoltaic installations on
the roofs of logistics properties. Intervest also continues to take actions
to maintain its sustainable business operations with the 17 United Nations
Sustainable Development Goals (SDGs) as a guideline and will report about
this in a separate Sustainability Report.
Occupancy rate
93%
The occupancy rate of the total Intervest real estate portfolio remained
stable at 93% as at 31 December 2019. For the office portfolio, the occupancy
rate increased by 2% points to 90% as at 31 December 2019, mainly as a result
of new leases and expansions in Mechelen. The occupancy rate of the logistics
portfolio fell to 96% as at 31 December 2019 (98% at the end of 2018), mainly
due to the departure of tenant Fiege in Puurs. Given the strategic high
visibility location of this site and the interest that logistics players have in this
region, various discussions with potential tenants are ongoing and Intervest is
considering the future possibilities of this building.
9% long-term
lease agreements
In 2019, 9% of rental income was entered into or renewed in 34 long-term
lease agreements, representing 88.000 m². This involves a mix of lease
agreements for offices (7% of the total annual rental for offices) and lease
agreements for logistics buildings (10% of the total annual rent for logistics).
The most important leases were recorded in Oevel in the logistics portfolio
and in Mechelen for the office segment. The lease activity in 2019 focused
mainly on agreements with current tenants, which confirms the customers'
confidence in Intervest.
4% short-term
lease agreements
In addition to long-term leases and extensions, 4% of rental income has been
renewed or extended in short-term lease agreements that are either open
ended or have a duration of less than one year.
Moreover, in the office segment, 72 flexible contracts were entered into for
co-working and serviced offices in Greenhouse BXL, Mechelen and Antwerp.
The achievement of the strategic growth plan at the end of 2018 is clearly
shown in the results for 2019 and led to an increase in EPRA earnings in 2019.
Increase in
EPRA earnings
50%
The EPRA earnings for financial year 2019 rose by 50% compared to financial
year 2018. Rental income increased by 38% as a result of the growth of the
real estate portfolio and the one-off termination indemnity received from ten
ant Medtronic as a result of its early departure. This increase in rental income
is partly compensated by higher property charges, general costs and financing
costs related to the growth of Intervest and its real estate portfolio. Excluding
the one-off indemnity received from tenant Medtronic, the EPRA earnings
increased by 32% compared to 2018.

The operating margin improved by 2 % points and increased from 83% in 2018 to 85% in 2019. Excluding the one-off indemnity received from tenant Medtronic, the operating margin remained stable.

The EPRA earnings per share amounted to € 1,91 for 2019 compared to € 1,63 for 2018. Excluding the indemnity received from tenant Medtronic, the EPRA earnings per share for 2019 would amount to € 1,68, an increase of 3% compared to 2018. This was despite a rise by 28% of the weighted average number of shares caused by the capital increase of November 2018 and the optional dividend in May 2018.

The gross dividend for financial year 2019 will amount to € 1,531 per share (€ 1,40 for 2018), which means that there is a gross dividend yield of 6,0% based on the closing rate for the Intervest share as at 31 December 2019, which amounted to € 25,60. The net asset value (fair value) amounted to € 21,25 per share as at 31 December 2019, compared to € 19,62 as at 31 December 2018, which means that the share was listed at a premium of 20% as at 31 December 2019.

As at 31 December 2019, the net value (fair value) per share was € 21,25 compared to € 19,62 as at 31 December 2018. The EPRA NAV per share amounted to € 21,79 as at 31 December 2019. This means an increase of € 1,91 per share or 10% compared to an EPRA NAV per share of € 19,88 as at 31 December 2018. The increase is mainly a result of the combination of the EPRA earnings generation, the value increase of the real estate portfolio and the dividend payment for the 2018 financial year.

Due to the optional dividend whereby 45,2% of the shareholders opted for shares, equity was increased by € 8,6 million in May 2019.

The market capitalisation of Intervest as at 31 December 2019 amounted to € 631 million.

The debt ratio of Intervest amounted to 39% as at 31 December 2019 (43,5% as at 31 December 2018). The decrease of 4,5% points is mainly the result of the increase in value in the logistics portfolio and the divestment of three logistics sites in Belgium at the end of 2019.

Within the context of the financing of its growth plan, Intervest further strengthened and optimised the total financing portfolio in 2019, including the expansion and further diversification of various financing sources for a total amount of € 68 million and the expansion of the commercial paper programme to € 65 million (€ 30 million as at 31 December 2018). Furthermore, existing financing of € 30 million was extended and a bond loan of € 25 million, which matured, was repaid. The average remaining duration of the long-term credits is 4,0 years as at the end of 2019.

In line with the optimisation of the financing portfolio, an additional interest rate swap was concluded for a notional amount of € 15 million to hedge the interest rate risk and a number of existing hedging instruments for a notional amount of € 60 million were renegotiated and extended at a lower interest rate and with duration periods of between of 5 and 7 years. This caused the average duration of the interest rate swaps to be extended from 4,2 years to 4,4 years as at 31 December 2019. The hedging ratio amounted to 97% at year-end 2019 and is higher than Intervest's strategic objective of maintaining a hedging ratio of at least 80% as a result of the divestments at year-end 2019.

Operating margin

+2% points

EPRA earnings per share

€ 1,91

Gross dividend €1,53

Premium 20%

+10% EPRA NAV

€ 21,79

Market capitalisation

Optimization and reinforcement financing portfolio

Average financing cost

2,1%

€ 186 million of non-withdrawn credit lines available

Debt ratio

39%

This financing, interest rate hedging and optimisation have caused the average financing cost of Intervest to decrease from 2,4% in 2018 to 2,1% in 2019.

At the end of 2019, a buffer of € 186 million of non-withdrawn credit lines was available to finance ongoing project developments, future acquisitions and the dividend payment in May 2020. In addition, € 33 million in credit lines will mature in the first quarter of 2020.

Because of the limited debt ratio of 39% as at 31 December 2019, Intervest can still invest approximately € 200 million with borrowed capital before reaching the top of the strategic range of 45%-50%.

In June 2019, Jean-Paul Sols announced his departure as ceo and chairman of the Intervest management committee. Over the past 13 years, he and the Intervest team have enabled the real estate portfolio to increase to approximately € 900 million. The board of directors thanks him for his many years of dedication and his important contributions to the development of Intervest. As of February 2020, Gunther Gielen has taken over as ceo and chairman of the management committee.

Together with him, you can count on us to facilitate the company's continued growth according to the roadmap set out. In this context, the trust that you and the clients continue to put in us is exceptionally important, as is the sustained commitment of our staff. We would like to take this opportunity to express our sincere gratitude and thank everyone for this.

Jean-Pierre Blumberg

Chairman of the board of directors

Report of the board of directors

    1. Investment strategy
    1. Corporate governance statement
    1. Sustainable business and corporate social responsibility

1. Investment strategy

Intervest is a high-quality, specialised player in both the logistics real estate segment as in the office market. A unique combination on the Belgian market, with sufficient critical mass, which offers the advantage of a strong risk spread and which seeks attractive and long-term returns for shareholders.

Permanent changes in the real estate and financial markets are the reason why Intervest carefully monitors its strategy and approach every year and refines it without affecting the essence in the process.

Intervest continued to implement its investment strategy in 2019 and, in doing so, paid attention to growth in addition to creating land reserves and rotating the assets of logistics sites and office buildings that are not adequately aligned with the future characteristics of the market.

In 2020 and 2021 Intervest will continue to pursue this approach unabated with the reorientation of its office portfolio and the expansion of the logistics real estate portfolio. Intervest will continue to pursue growth, paying attention to sustainable value creation, both in the existing real estate portfolio and in new acquisitions and project developments.

There will be additional investments in logistics real estate at strategic locations that have multimodal accessibility and possibilities to tap into the evolving logistics market, and this will parallel the reorientation and further development of the Greenhouse concept in the office portfolio, consisting of divesting non-strategic buildings and reinvesting in buildings having a distinctive character attributable to their multifunctional, architectural, sustainable and qualitative properties.

The rental markets and investment markets of office buildings and logistics real estate are subject to different dynamics. The office rental market is late-cyclical, whereas logistics real estate reacts more rapidly to economic trends. This means that the evolutions in value of offices and logistics real estate experience different movements, which are also based on structural societal changes.

It has been proven in the past that combining the two segments generates high dividend yield. In future this will also continue to be one of the areas on which Intervest will focus, in addition to creating long-term value, both in the office segment and in logistics real estate.

Greenhouse BXL - Auditorium

In this regard, as a real estate partner, Intervest goes beyond investing in and merely letting square metres. The company focuses on providing service and supplying flexible solutions so that customers can focus on their core activities. Intervest can unburden its customers and offer them added value, go beyond real estate, by listening to what they want, by thinking along with them and by thinking ahead.

By providing turn-key solutions, Intervest gives its customers the option of furnishing their space while taking into account the evolving ways of working, technological developments and the changing dynamics of their approach to the market. An in-house innovation team is responsible for providing total tailored solutions, ranging from planning, organisation and the coordination of work to budget monitoring. Besides providing a pleasant and accessible working environment, delivering the necessary support service provision in both the business and private sectors is also key to "unburdening" the customer.

Intervest goes beyond real estate, beyond the square metres of office or logistics space.

A proactive customer-oriented service is

reflected throughout the organisation. All critical functions required for the management of real estate customers and real estate are available in-house: rental, finance and administration, operational services and facility management. A helpdesk is available to customers 24/7 for day-today real estate management.

Logistics real estate portfolio: growth in logistics corridors.

Geographically, Belgium and its neighbouring countries are optimally located as a logistical hub in Europe, because of the major European main ports in the Rhine Delta and the proximity of a service area with strong purchasing power within a radius of 500 km. This has also led to serious development of the logistics real estate market. Demand for logistics real estate will continue to increase as a result of overall growth in the European economy and e-commerce growth. Increasingly more sites are also being (re-) developed based on "smart" logistics, responding to so-called last-mile urban distribution and caring for the climate.

In terms of new acquisitions or developments, Intervest has made the three most important logistics axes in Belgiumits priority focus: Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège and Antwerp - Ghent - Lille. 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 as regards surface area or location.

Other locations in Belgium and the Netherlands connecting to these axes are also being considered.

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

The growth of Intervest in this segment will be achieved by acquiring high-quality real estate, developments of land positions preferably on multimodal accessible locations and by developing its own portfolio. In order to bring about these developments, Intervest establishes land reserves in the vicinity of its already existing clusters in Belgium and the Netherlands, keeping in mind the proximity of the urban environment, given the evolutions in terms of last-mile urban distribution and care for the climate.

To maximise synergy benefits, Intervest's strategy for the logistics segment is aimed at investing in modern clustered logistics sites on locations with multimodal accessibility, with a clear geographical focus, attention for market developments and care for the climate.

Office portfolio: efficiently tapping into a changing rental market and reorientation of types of buildings while further developing the Greenhouse formula

In the highly competitive environment of the office market, Intervest distinguishes itself by focusing on the constantly evolving needs of customers. They are no longer just looking for space. What they want is an all-in-one solution where service provision and additional functionalities make all the difference: shared meeting rooms, facilities to hold events, restaurant, gym, a general environment for experience and the like. Offering these facilities links up logically with the changing way of working and technology and the accompanying increasing need for flexibility and mobility to work anywhere and anytime.

Intervest actively taps into this by redeveloping existing office buildings with the Greenhouse concept. Greenhouse is a concept that is aimed at encouraging people to meet and interact, in a professional atmosphere, with a high level of flexibility and extensive service provision while still paying due attention to well-being and energy efficiency.

With regard to the re-orientation relating to the office portfolio, Intervest will in future continue to focus on strategic locations, both in the city centre and on campuses outside the city mainly on the Antwerp - Mechelen - Brussels axis. New investments in the office market will target buildings of a distinctive character, where working is an experience.

The strategy of Intervest in the office market is aimed at reorienting the office buildings towards multi-tenant buildings with service-oriented, inspiring work environments, in easily accessible places in and around central cities in Flanders.

Rotation in the portfolio

Intervest will continue to pursue growth, paying attention to value creation, both in the existing real estate portfolio and in new acquisitions and development projects. Rotation in the portfolio is a possible approach.

Asset rotation in the office portfolio according to which smaller, single, non-optimal or outdated buildings where no Greenhouse concept is possible will be divested if sufficiently interesting opportunities to do so arise. However, Intervest

always wishes to retain an essential share in the office segment.

Intervest also keeps the options open to divest logistics properties that are not adequately suited for the current or future logistics market requirements of logistics players. Divestments on a regular basis are after all necessary to continuously improve and rejuvenate the portfolio quality.

Portfolio characteristics

Intervest has a mixed real estate portfolio of € 893 million, which consists of 61% logistics real estate and 39% office buildings (as at 31 December 2019).

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 of maintenance and repair, (long-term) renovation costs, 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 makes it possible for a specialised management committee to use its knowledge of the market to pursue an innovative and creative strategy, resulting in an increase in shareholder value. It doesn't 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, being able 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 and number of parking spaces)
  • 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 2019.

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 increasing capital, for contributions or mergers), which is also tremendously important for growth. To improve its liquidity, Intervest has concluded a liquidity agreement with KBC Securities and Bank Degroof Petercam.

2. Corporate governance statement

2.1. General

This corporate governance statement is in line with the provisions of the Belgian 2009 Corporate Governance Code ("2009 Code") and the Act of 6 April 2010 amending the Belgian Companies Code. The Royal Decree of 6 June 2010 stipulated the 2009 Code as the sole applicable code. This Code can be found on the Belgian Official Gazette website and at www.corporategovernancecommittee.be.

The new Code 2020 will apply from 1 January 2020. Intervest will apply this as reference code as from 1 January 2020, as prescribed. For 2019, Intervest treats the Belgian Corporate Governance Code 2009 as a reference code.

Intervest's board of directors has laid down corporate governance principles in a number of guidelines:

  • the Corporate Governance Charter
  • the code of conduct
  • the procedure for reporting irregularities
  • the trading regulations for the prevention of abuse of insider knowledge and prevention of market abuse.

The complete Corporate Governance Charter, reviewed for the last time in July 2016, sets out the important internal procedures for the management entities of Intervest. The Corporate Governance Charter, as well as the other directives, are available at www.intervest.be.

The terms of the Belgian Corporate Governance Code 2009 may only be deviated from when specific circumstances require it. If such an event occurs, the deviation is explained, in accordance with the "comply or explain" principle, in the Annual report. The board of directors of the company has deemed that it is sometimes justified for the company not to follow certain terms of the Corporate Governance Code 2009.

According to the "comply or explain" principle it is indeed permitted to take into account the relatively small size and own characteristics of the company, particularly regarding the already rigid legislation relating to RRECs.

In 2019, the company deviated from the following stipulations of the Belgian Corporate Governance Code 2009 (explain):

Provisions 5.3 and 5.4 on the operation of committees (including Appendices D and E)

The board of directors has not established an appointment committee or remuneration committee for the financial year 2019. It is the opinion of the board that tasks of these committees are tasks of the full board of directors and this in derogation of clause 5.4/1 as recorded in Annex E of the Code 2009 which stipulates that the remuneration committee consists exclusively of non-executive directors. Consequently, the remuneration committee of the board of directors consists of all members of the board of directors. The limited size of the board makes an efficient debate on these subjects possible.

In 2020, the board of directors will decide to set up an appointment committee and a remuneration committee as the company no longer met two of the three criteria determined by article 526quater of the Companies Code in the course of 2019.

Clause 2.9 Company secretary

The board of directors has not designated a company secretary, who advises the board of directors regarding all administrative matters and takes care of the communications within and between the management entities of the company, as provided for by clause 2.9. The limited size of the company and the board of directors made such a position unnecessary until now. Due to the growth of the company and its increasing complexity, the board of directors decided in January 2020 to appoint Kevin De Greef as company secretary.

2.2. Management entities

Board of directors

Address Mandate Renewal End Attendance
Jean-Pierre Blumberg
Chairman,
independent director
Plataandreef 7
2900 Schoten
Belgium
Second
mandate
April 2019 April 2022 3/11*
Marleen Willekens
Independent director
Edouard Remyvest 46 b1
3000 Leuven Belgium
Second
mandate
April 2019 April 2022 10/11
Chris Peeters**
Independent director
August Van Landeghemstraat 72
2830 Willebroek
Belgium
Third
mandate
April 2019 April 2022 11/11
Jacqueline Heeren - de Rijk
Independent director
Stationsstraat 33
2910 Essen
Belgium
Second
mandate
April 2019 April 2022 10/11
Johan Buijs
Director
IJsseldijk 438
2921 BD Krimpen a/d Ijssel
The Netherlands
Third
mandate
April 2018 April 2021 10/11
Gunther Gielen
Director
Korte Welvaart 57
3140 Keerbergen
Belgium
Second
mandate
April 2019 April 2022 9/11

* Jean-Pierre Blumberg was not present at a number of meetings of the board of directors for medical reasons.

** Chris Peeters has tendered his resignation for his mandate as director as from 23 January 2020. The board of directors accepted such resignation as at 24 January 2020

As at 31 December 2019, the board of directors comprised six members, four of whom are independent directors, all four fulfilling the conditions of Article 526ter of the Belgian Companies Code.

The directors are appointed for a period of three years, but their appointment can be revoked at any time by the general meeting.

The directors are non-executive directors.

JEAN-PIERRE BLUMBERG

Chairperson, independent director

Jean-Pierre Blumberg has been an independent director and chairperson of the board of directors of Intervest since 2016.

Employment history

Jean-Pierre Blumberg, born in 1957, attained a licentiate in law at the KU Leuven and a Master of Laws, LLM at Cambridge University. He started his career in 1982 as employee at De Bandt, van Hecke, Lagae (currently Linklaters LLP), where he became partner in 1990. He was then National Managing Partner at Linklaters LLP from 2001 to 2008. He was a member of the Executive Committee Linklaters LLP and Managing Partner Europe from 2008 to 2012. He was a member of the International Board of Linklaters LLP until 2016. In addition, he was Senior Partner in the Corporate and M&A Practice Group in Belgium and co-head of global M&A, lecturer at the University of Antwerp, guest lecturer at the KU Leuven, ad hoc lecturer at the AMS Management School and member of the High Level Expert Group on the Future of the Belgian Financial Sector. Jean-Pierre Blumberg is an author and co-author of various articles in national and international legal and tax journals and has attained various distinctions.

Current mandates

Chairperson of the board of directors and member of the audit committee of Intervest (listed), chairperson of the board of directors of TINC nv (listed), chairperson of the board of directors of Genk Green Logistics nv, independent director of Bank Delen nv, co-chairperson Pulse Foundation, director of Antwerp Symphony Orchestra.

Previous mandates during the past 5 years Independent director of CMB (Compagnie Maritime Belge).

MARLEEN WILLEKENS Independent director

Marleen Willekens has been an independent director of Intervest and chairperson of the audit committee since 2016.

Employment history

Prof. Dr Marleen Willekens, born in 1965, attained an M.A. in Business Economics at Ghent University (1987) and then started her career in the financial sector, as an intern at Bank Brussels Lambert. She decided to start working in the academic world in 1989, where she attained a Ph.D. in Industrial and Business Studies at the University of Warwick. After having attained 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 Accounting for Managers at the KU Leuven, and gives guest lectures at numerous universities abroad, in MBA and executive programmes. She is also an 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 board of directors and chairperson of the audit committee of Intervest (listed), member of the board of directors and chairperson of the audit committee of Aedifica nv (listed), chairperson of the Dutch jury (NL3) of the examination of suitability for registered auditor.

Previous mandates during the past 5 years Does not apply.

CHRIS PEETERS

Independent director

Chris Peeters was an independent director of Intervest until 24 January 2020.

Employment history

Prof. Dr Chris Peeters was born in 1960. In 1982, he attained the degree of Master in applied economic science and a doctorate in applied economic science in 1990. He is affiliated with the University of Antwerp, where he lectures the courses Maritime and Port Economics, Transport Policy and Logistics, and functions as an adviser for companies and government bodies both within and outside Europe. Prof. Dr Peeters is an author and co-author of more than 30 books and a number of articles on strategy and policy. He is an internationally recognised expert on strategic decision-making and policy advice. He is the founder and senior partner of Policy Research Corporation bv, a strategic consultancy active in the Netherlands and Belgium.

Current mandates

Chris Peeters tendered his resignation at the end of December as a member of the board of directors and of the audit committee of Intervest (listed). The board of directors of 24 January 2020 accepted this resignation.

Chairperson of Policy Research Corporation bv and Military Talent for Business Solutions bv and managing director of Marvic Corporation bvba, member of the advisory board of Limburgs Energie Fonds bv, chairperson of the board of directors of the vzw Cluster for Innovation in Defence, Safety and Security (Cidss.be).

Previous mandates during the past 5 years

Member of the board of directors and of the audit committee of Vastned Retail Belgium nv (listed).

For a complete CV, please refer to the Annual Report 2018.

JACQUELINE HEEREN - DE RIJK Independent director

Jacqueline Heeren - de Rijk has been an independent director of Intervest since 2016.

Employment history

Jacqueline Heeren - de Rijk was born in 1952. She followed a number of training courses related to Logistics and Transport, including training as Specialist in Transport of Dangerous Substances at the Shipping and Transport Education Foundation (Stichting Scheepvaart en Transportonderwijs). From 1994 she held the position of director/ manager at Jan de Rijk nv, trading under the name of Jan de Rijk Logistics. She has been a director at Euroute Holding nv since 1995 and has been a director at Europand bv and Euroute Investment bv since 2005.

Current mandates

Member of the Board of Directors of Intervest (listed). Vice-chairperson 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 Program Board Member.

Previous mandates during the past 5 years Director of Europand Eindhoven bv.

JOHAN BUIJS Director

Johan Buijs has been a non-independent director of Intervest since 2011.

Employment history

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. Afterwards, 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 of January 2005, as statutory director of Wereldhave Management Holding bv. In 2006, Johan Buijs was appointed statutory manager of Wereldhave nv. In 2008, he continued his career at NSI where 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 board of directors of Intervest (listed), member of the statutory auditors of Stadsherstel Historisch Rotterdam nv, member of the board of statutory auditors of Matrix Innovation Centre.

Previous mandates during the past 5 years

Director at IVBN, the Vereniging van Institutionele Beleggers in Vastgoed (Association of Institutional Real Estate Investors).

GUNTHER GIELEN

Director

Gunther Gielen has been a non-independent director of Intervest since 2016.

Employment history

Gunther Gielen, who was born in 1973, attained 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. Since May 2014 he has held the position of managing director of Belfius Insurance Invest nv. Since June 2018 he has also held the position of chairperson of the management committee and member of the board of directors of Auxipar nv.

Current mandates

Member of the board of directors of Intervest (listed), chairperson of the management committee and member of the board of directors of Auxipar nv, member of the board of directors of Technical Property Fund 2 SPPICAV, member of the board of directors of Coquelets SA, member of 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.

Previous mandates during the past 5 years

Member of the board of directors of Promotion Leopold nv (ended on 25 June 2014), member of the board of directors of AIS Consulting nv (ended on 5 December 2014)

Operation of the board of directors

To the extent necessary, it is specified that, during the past five years, not one of the directors:

  • has been convicted in relation to fraud-related offences
  • in his or her capacity as member of a board, management or supervisory body, or, as member of a board, has been involved in a bankruptcy, suspension of payment or liquidations, with the exception of Chris Peeters, who resigned as director as at 24 January 2020
  • 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.

There are no family relations extending to the second degree of kinship among the members of the board of directors.

The board of directors held eleven meetings during the year 2019. The most important agenda items that the board of directors deliberated and decided upon in 2019 were:

  • approval of the quarterly, half-yearly and annual figures
  • approval of the annual accounts and statutory reports
  • approval of the 2019 budgets
  • discussion of the real estate portfolio (including investments and divestments, tenant matters, valuations and the like)
  • treatment of conflicts of interest
  • capital increase by the issue of an optional dividend within the framework of the authorised capital.

Since the Act of 28 July 20111 quotas have been imposed in Belgium in order to ensure that women have a seat on the board of directors of listed companies (Article 518bis of the Belgian Companies Code). As a result, Intervest ensured that at least one third of the members of the board of directors are female. In 2016, the composition of its board of directors was thoroughly analysed as a result of the then modified shareholders' structure. The profiles and competences needed and preferred were established based on this analysis, and suitable board members were selected.

Audit Committee

Three independent directors had a seat on the audit committee in 2019:

  • Marleen Willekens (chairperson) (attendance 5/6)
  • Jean-Pierre Blumberg (attendance 1/6)2
  • Chris Peeters (attendance 6/6)
  • Johan Buijs (ad interim) (attendance 4/4)
  • Jacqueline Heeren de Rijk (ad interim) (attendance 4/4).

These independent directors fulfilled all nine of the independence requirements of Article 526ter of the Belgian Companies Code in 2019. The duration of their appointment on the audit committee has not been specified but coincides with the period of the director's mandate.

The audit committee is charged with following assignments:

  • monitoring of financial reporting process
  • supervision of the internal control
  • monitoring of the statutory audit of the annual accounts and the consolidated annual accounts, including the monitoring of questions and recommendations formulated by the statutory auditor
  • assessment and monitoring of the independence of the statutory auditor, paying particular attention to the provision of additional services within the company.

The members of the audit committee are qualified. At least one member of the committee is qualified in the area of accountancy and/or auditing (Marleen Willekens). In addition, the audit committee is qualified as a whole. This is the case on two levels: in the field of Intervest's activities and in the field of accounting and audits.

The audit committee met six times in 2019. The most important agenda items of the audit committee in 2019 were:

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

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

1 Act of 28 July 2011 amending the Act of 21 March 1991 on the reform of certain economic public companies, the Belgian Companies Code and the Act of 19 April 2002 rationalising the operation and management of the National Lottery to guarantee the presence of women on the boards of autonomous public enterprises, listed companies and the National Lottery.

Management committee

As at 31 December 2019, the management committee comprised:

  • Jean-Paul Sols, chief executive offi cer, chairperson of the management committee (mandate started in 2006)
  • Inge Tas, chief fi nancial offi cer (mandate started in 2006)
  • Marco Hengst, chief investment offi cer (mandate started as at 1 May 2016).

As of 3 February 2020, the management committee consists of:

  • Gunther Gielen, chief executive offi cer, chairperson of the management committee
  • Inge Tas, chief fi nancial offi cer
  • Marco Hengst, chief investment offi cer

Pursuant to Article 524bis of the Belgian Companies Code and Article 15 of the company's articles of association, the board of directors has delegated management authority. The rules pertaining to the composition and operation of the management committee are described in more detail in the company's Corporate Governance Charter that is available at www.intervest.be.

Chapter 6 of the Corporate Governance Charter explains the composition of the management committee, as well as the task allocation, the chairmanship, the manner of meeting, deliberating and voting, the competences, the reporting obligation and the method of assessment.

The members of the management committee are also the eff ective leaders of the company as referred to in Article 14, §3 of the RREC Act. The members of the management committee are appointed for an indefi nite period.

In June 2019, Jean-Paul Sols announced his departure as ceo and chairperson of the management committee of Intervest. Over the past 13 years, he as ceo and the Intervest team have enabled the real estate portfolio to increase to almost € 900 million. As of February 2020, Gunther Gielen has taken over as ceo and chairperson of the management committee.

Evaluation of management entities

Under the direction of the chairman, the board of directors periodically reviews its size, composition, operation and efficiency. It carries out the same review with respect to the audit committee and the interaction with the management committee. For the purposes of such reviews, the board of directors can be assisted by external experts.

During this evaluation process:

  • the functioning and leadership of the board of directors is assessed
  • whether major subjects are thoroughly prepared and discussed is verified
  • the actual contribution and involvement of each director during discussions and decisions is assessed
  • the composition of the board of directors with respect to the desired composition of the board is assessed
  • the functioning and composition of the audit committee is discussed
  • the collaboration and communication with the management committee is evaluated.

Should the aforementioned assessment procedures reveal certain points of weakness, the board of directors will need to offer appropriate measures to address this. This can lead to changes in the composition or the functioning of the board of directors or the audit committee.

Conflicts of interest

As far as the prevention of conflicts of interest is concerned, the company is subject to statutory rules (Articles 523 and 524 of the Belgian Companies Code and Articles 36 to 38 of the RREC Act) and to the rules set out in its Articles of association and its Corporate Governance Charter.

In this regard, Article 17 of the articles of association of the company states the following: "The directors, persons charged with the day-to-day management and authorised agents of the company shall respect the rules relating to conflicts of interest provided for in Articles 36, 37 and 38 of the RREC Act and in the Companies Code, as these may be amended, where appropriate."

Conflicting interests of a proprietary nature of directors and members of the management committee

The board of directors, management committee and every member strictly undertake to exclude any possible conflict of interest, whether of a property-related, professional or of any other nature, and intend to carefully comply with the legal rule defined in Article 523 of the Companies Code regarding conflicts of interest between the company and a director.

If, for example, a director of the company, due to other director mandates held by him or for any other reason, has a proprietary interest that is in conflict with a decision or transaction falling under the authority of the board of directors, Article 523 of the Belgian Companies Code shall be applicable and the director in question shall be requested not to participate in the deliberations on decisions or transactions or in the voting (Article 523, §1 in fine).

If a director or member of the management committee, directly or indirectly, has a proprietary interest that is in conflict with a transaction or decision falling under the authority of the board of directors or the management committee, the member in question must inform the chairperson and the members of this in advance. In this case, the concerned member may not participate in the deliberations and voting on the transaction in question.

The statement as well as the justification for the conflict of interest shall be recorded in the minutes. With a view to its publication in the annual report, the nature of the decision or transaction is accounted for in the minutes. The minutes also outline the proprietary consequences for the company resulting from this decision. The report of the auditor, to be drawn up in accordance with Article 143 of the Belgian Companies Code, contains a separate description of the financial implications for the company.

Conflict of interest regarding a major shareholder

In case of a potential conflict of interest with a major shareholder of the company, the procedure defined in Article 524 of the Belgian Companies Code shall be applicable. Article 524 of the Belgian Companies Code requires that operations with related companies - with certain exceptions must be submitted for advice to a committee of independent directors, assisted by an independent expert.

Conflict of interest regarding certain persons referred to in Article 37 of the RREC Act

Article 37 of the RREC Act also provides that the Financial Services and Markets Authority (FSMA) must be notified beforehand by the RREC of planned transactions by the RREC or one of its perimeter companies if one or more of the following persons, directly or indirectly, acts or act as counterparty at such transactions or draws or draw any proprietary benefit from them: persons who exercise control over the public RREC or own a share of it; the promoter of the public RREC; other shareholders of all perimeter companies of the public RREC; and the directors, business managers, members of the management committee, persons responsible for the day-to-day management, effective leaders or representatives; and the persons affiliated with all these parties.

These planned transactions must hold an interest for the public RREC, be in line with its strategy and must be executed under normal market conditions. These transactions must be promptly disclosed.

Pursuant to Article 49, §2 of the RREC Act, when a real estate transaction takes place with the above-mentioned persons, the company is bound by the valuation made by the real estate expert.

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 amount 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 these transactions are executed under normal market conditions.

Application in 2019

Within this context, the board of directors wishes to mention that the procedure to avoid conflicts of interests was applied twice in 2019:

  • in November 2019, regarding the granting of a one-off, exceptional and additional payment to directors Chris Peeters and Johan Buijs, whereby both directors have a property-law interest
  • in December 2019, on the decision regarding the agreement of the mandate as member of the management committee between Intervest and Gunther Gielen, pursuant to which Gunther Gielen has a conflict of interest.

A detailed description of the procedures followed in accordance with Article 523 of the Belgian Companies Code can be found in Note 25 of the Financial report.

2.3. Remuneration report

Appointment and remuneration committee

Intervest did not make use of a formal appointment and remuneration committee in 2019. The board of directors of the company is of the opinion that the relevant tasks of the appointment committee and remuneration committee should be regarded as a task for the entire board of directors. With this point of view, Intervest currently derogates from the recommendations of the Belgian Corporate Governance Code 2009 (also see paragraph on "Comply or Explain" principle). Indeed, the limited size of the board makes it possible to deliberate efficiently on these topics. Due to the growth of the company, Intervest exceeded two of the three decision-making criteria in financial year 2019, with the result that a remuneration committee is mandatory. Intervest will therefore also set up a formal remuneration committee in the course of financial year 2020 and, in so doing, pay additional attention to the subject matter of appointments at or remuneration in the company.

Remuneration policy for the board of directors

The board of directors is responsible for implementing the remuneration policy for its members and for the members of management. The remuneration of the directors must be brought before the general meeting for approval.

The policy is based on the following principles:

  • the remuneration policy for directors and members of management is in accordance with all the regulations and in particular with those included in the RREC Act; the total remuneration in terms of amount and structure must be such that qualified and competent persons can be attracted and retained
  • the remuneration structure, in terms of fixed income and variable income, if any, is such that the interests of the company are promoted over the medium and long term
  • the remuneration policy takes into account the responsibilities and time spent by directors and members of management.

Under equal circumstances, the remuneration policy will also apply for the next two financial years, except for a proposal to the annual general meeting as at 29 April 2020 for future adjustment of the remuneration for the board of directors and committees. This adjustment will include, firstly, an annual fixed payment, and, secondly, attendance fees for every physical meeting attended.

Basic fees 2019

Directors

In 2019, the annual fixed remuneration of directors amounts to € 20.000 per year for a member of the board of directors (€ 25.000 per year for the chairperson of the board of directors, VAT excluded).

No additional allowances are paid for serving as a member or as a chairperson of a committee.

No employment contract has been concluded with any of the directors and no termination compensation is applicable. Pursuant to Article 35, §1 of the RREC Act, the directors' fees are not related, either directly or indirectly, to the transactions carried out by the company. The directors do not own shares of the company (except Gunther Gielen who owns 1.332 shares of Intervest) nor have any options been granted to the directors on shares of the company.

Members of the management committee

The amount of the fixed remuneration granted as remuneration in 2019 to the three members of the management committee amounted to € 856.830, of which € 336.221 is for the chairperson of the management committee, who is also the ceo of Intervest, and a total of € 520.609 for the other two members of the management committee (including reimbursement of expenses and pension plan).

No options have been granted to the management committee on shares of the company.

VAT does not apply to these types of remuneration.

Variable remuneration paid in 2019 for 2018

For financial year 2018, the members of the management committee were able to be eligible for an annual combined bonus of maximum € 215.000.

In 2018, the bonus criteria were in the area of implementing the growth strategy (10%), monitoring the debt ratio (10%), achieving the figures budgeted for EPRA earnings, operating result before result on portfolio and earnings per share (20%), achieving the figures budgeted for leases (20%) and achieving an occupancy rate objective (10%). Additionally, each management member had individual objectives (30%), which were linked to specific aspects for the deployment of the corporate strategy.

Based on targets achieved in 2018, a total variable remuneration of € 215.000 (excluding VAT) was awarded. An additional exceptional variable remuneration amounting to 8,3% of the annual fixed remuneration was paid for financial year 2018. No reclamation rights are foreseen for the variable remuneration.

Overview of paid remuneration of the directors and members of the management committee

DIRECTORS in thousands € 2019
(payable in
2020)
2018
(paid in
2019)
Jean-Pierre Blumberg 25 25
Marleen Willekens 20 20
Chris Peeters 20 20
Jacqueline Heeren - de Rijk 20 20
Johan Buijs 20 20
Gunther Gielen 20 20
TOTAL 125 125
MEMBERS OF THE MANAGEMENT COMMITTEE in thousands € 2019 2018
Jean-Paul Sols*, ceo 515 403
Fixed remuneration 292 334
Variable remuneration (for previous financial year) 107 69
Long-term variable remuneration 2017 – 2019 (to be paid in 2020) 72 0
Pension obligations 44 0
Inge Tas, cfo 428 334
Fixed remuneration 239 232
Variable remuneration (for previous financial year) 93 65
Long-term variable remuneration 2017 – 2019 (to be paid in 2020) 60 0
Pension obligations 36 37
Marco Hengst, cio 375 278
Fixed remuneration 212 206
Variable remuneration (for previous financial year) 86 45
Long-term variable remuneration 2017 – 2019 (to be paid in 2020) 45 0
Pension obligations 32 27
TOTAL 1.318 1.015

* In 2019 Jean-Paul Sols served as ceo and chairman of the management committee as a natural person. Until 2018, this position was held by Jean-Paul Sols bvba, permanently represented by Jean-Paul Sols.

SHARES OWNED 31.12.2019 31.12.2018
Gunther Gielen 1.332 1.279
Jean-Paul Sols 13.781 13.732

Basic remuneration for 2020 and variable remuneration for 2019

The annual fixed remuneration for directors will increase compared to the above-mentioned remuneration for 2019, subject to approval by the annual general meeting to be held in 2020. A proposal will be made to increase the annual fixed remuneration of the chairperson of the board of directors to € 40.000 and the annual fixed remuneration of the other members of the board of directors to € 30.000. It will also be proposed to the general meeting of shareholders that an attendance fee of € 1.000 per director per physical meeting attendance be allocated for the meetings of the board of directors and its committees.

As at 1 January each year, the annual fixed remuneration of the members of the management committee is (i) indexed according to the normal index of consumer prices, where the basic index is that of the month preceding the month in which the agreement came into effect, and the new index that of the month preceding the month in which the indexation takes place (ii) increased by 1 percent. This represents an increase of 2,96% as at 1 January 2020.

The three members of the management committee may be eligible for an annual variable remuneration of a joint maximum of € 215.000 for financial year 2019. In 2019, the bonus criteria were in the area of implementing the growth strategy (10%), monitoring the debt ratio (10%), achieving the figures budgeted for EPRA earnings, operating result before result on portfolio and earnings per share (20%), achieving the figures budgeted for leases (20%) and achieving an occupancy rate objective (10%). Additionally, each management member has individual objectives (30%), which are linked to specific aspects for the deployment of the corporate strategy.

Based on targets achieved in 2019, a total bonus of € 185.000 was awarded. No reclamation rights are foreseen for the variable remuneration.

In addition to this regular variable remuneration, a member of management may be eligible for additional variable remuneration, which may be granted for exceptional performance. No additional variable remuneration has been awarded for financial year 2019.

Variable long-term remuneration plan

In financial year 2017, the board of directors established a variable long-term remuneration plan for all members of the management committee. This plan is for a period of 3 years and concerns the financial years 2017 to 2019, inclusive.

This long-term variable remuneration had the following award criteria:

  • (a) 70% based on the total shareholder's return of Intervest for the financial years 2017 to 2019 inclusive, graded, compared to the average total shareholder's return of a group of sectors determined in advance
  • (b) 30% to be determined by the board of directors as it deems fit based on the performance of the management committee, the company's particular situation and the market in general.

Based on the award criteria of this long-term remuneration plan, the criterion of "total shareholder's return" was not achieved at the end of 2019. The part of 30%, to be freely determined by the board of directors, based on the performance of the management committee, was awarded. The maximum remuneration to be obtained in this long-term remuneration plan for the 3 directors jointly amounts to € 590,000 for the 3 financial years. The amount realised is € 177.000. This remuneration will be paid partly in shares and partly in cash in the first quarter of 2020.

During the course of financial year 2020, the board of directors will develop a new long-term remuneration plan for the coming years.

Duration and conditions for termination

The members of the board of directors are appointed for a period of three years, but their appointment can be revoked at any time by the general shareholders' meeting. No termination compensation is applicable.

The members of the management committee are appointed for an indefinite period and the termination compensation is equivalent to twelve months' fixed remuneration (except for gross negligence or deliberate error, in which case no compensation is payable).

2.4. 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, 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").

In the context of the conversion of the status of Intervest to an RREC, as at 27 October 2014 persons were appointed who are responsible for the internal audit function, the risk management function and the compliance function.

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 operation, the effectiveness and the efficiency of the processes and procedures applied by the company in the carrying out of 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, policies 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 has appointed the external consultant PwC Bedrijfsrevisoren cvba in early 2018 (represented by its permanent representative, Marc Daelman) as the party responsible for the internal audit, with Johan Buijs, non-executive director of Intervest, being appointed to control the internal audit function as exercised by PwC from within the company. He is therefore to be regarded as having the final responsibility for the internal audit. The mandate of PwC as external consultant is for 3 years and ends as at 31 December 2020.

Independent risk management function

In the context of the risk management policy, the company will ensure that the above risks to which it is exposed (market risks, operational, financial and regulatory risks) are assessed, controlled and monitored in an effective manner.

With this aim in mind, Intervest has charged a person with the risk management function who is responsible for, among other things, preparing, developing, monitoring, updating and implementing the risk management policy and risk management procedures.

The independent risk management function is taken up by Inge Tas, member of the management committee and cfo. The mandate has an indefinite duration.

Independent compliance function

Rules regarding compliance and integrity are included in the function of the compliance officer. In accordance with principles 3.7 and 6.8 together with Annex B to the Belgian Corporate Governance Code 2009 of the Corporate Governance Commission, the company has appointed Inge Tas, member of the management committee and cfo, as compliance officer, responsible for supervising compliance with the rules on market abuse as imposed by, among other things, the Act of 2 August 2002 on supervision of the financial sector and financial services and Directive 2003/6/EC on insider dealing and market manipulation. The compliance officer also ensures that the company complies with the laws, regulations and rules of conduct that apply to it. To ensure a corporate culture of integrity, Intervest Offices & Warehouses nv has defined an internal code of conduct and whistleblowing rules.

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 directors, senior managers, employees and agents with the laws relating to the integrity of the business of a public RREC".

The "independent compliance function" can be understood as an independent function within the company. It is focused on examining and promoting compliance by the company 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.

Inge Tas, member of the management committee and cfo, was appointed head of the independent compliance function. The mandate has an indefinite duration.

Information pursuant to Article 34 of the Royal Decree of 14 November 2007 1

Capital structure 2

Ordinary shares (INTO)

Number Capital (in €) %
24.657.003 € 224.684.990,05 100%

The share capital amounts to € 224.684.990,05 and is distributed among 24.657.003 shares that have been fully paid up, each of which represents an equal part of the shares. These are 24.657.003 ordinary shares without mention of the nominal value.

There are no legal or statutory restrictions on the transfer of securities, and none for the execution of voting rights either.

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 long-term remuneration plan for the members of the management committee, as outlined in the Corporate Governance Statement in the Report of the board of directors.

Shareholder agreements

To the company's knowledge, no shareholders act in mutual consultation. The Company has no knowledge of any shareholder agreements that can give rise to a restriction 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 board of directors 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 preferential right,

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.

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 priority allocation (as referred to in the Act of 12 May 2014 on regulated 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 scope 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 capital increase other than those intended and approved in points (i) and (ii) above,

up to a maximum of € 221.331.564,48 in total for a period of five years starting from the publication of the authorisation in the Appendices to the Belgian Official Gazette as at 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 607 of the Belgian Companies Code within the scope of a public bid to purchase the company's shares.

For every capital increase, the board of directors will set the price, any issue 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 board of directors as a result of this authorisation contain an issue 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.

Until now, the board of directors has made use of the authorisation provisionally given it to use amounts of the authorised capital for the purpose of:

• the capital increase by contribution in kind, (optional dividend) that was decided upon as at 20 May 2019 amounting to € 3.353.425,57 excluding an issue premium of € 5.221.114,23.

The board of directors can thus increase the subscribed capital within the context of the authorised capital by

(i) € 110.665.782,24 (a) if the capital increase to be achieved concerns a capital increase by contribution in cash with the possibility of exercising the preferential right of the company's shareholders, and (b) if the capital increase to be achieved concerns a capital increase by contribution in cash with the possibility of exercising the priority allocation right (as referred to in the Act of 12 May 2014 on regulated real estate companies) of the company's shareholders,

(ii) € 107.312.356,67 if the capital increase to be achieved is in the context of the payment of an optional dividend, or by

(iii) € 44.266.312,90 for all other forms of capital increase;

taking into account a total maximum sum of (i), (ii) and (iii) of another € 217.978.138,91.

Capital increase

All capital increases will be implemented pursuant to Articles 581 to 607 of the Belgian Companies Code, subject to that which is 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.

In case of a capital increase through a contribution in cash and without prejudice to Articles 592 to 598 of the Belgian Companies Code, the pre-emptive right may only be limited or withdrawn if a priority allocation right is granted to the existing shareholders at the time of allocating new securities. This irreducible 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 601 and 602 of the Belgian Companies Code. Moreover, pursuant to Article 26 §2 of the RREC Act, the following conditions must be met:

    1. the identity of the contributor must be mentioned in the report referred to in Article 602 of the Belgian Companies Code as well as in the notice of the general meeting convened with regard to the capital increase
    1. the issue price may not be less than the lowest value of (a) a net value dating from 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
    1. for application of the previous sentence, it is permitted to subtract an amount from the amount in the sense of point (b) of the previous section that corresponds with the part of non-paid out gross dividend to which the new shares might not give a right, on condition that the board of directors specifically justifies the amount of the cumulated dividend that is to be subtracted in its special report and adds an explanation of 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 value and capital is concerned, as well as the impact on 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.

Decision-making bodies

The mandates of the directors are revocable ad nutum. If one or multiple mandates are declared void, the remaining directors, convened in a meeting of the board of directors, can provide temporary replacement thereof until the following meeting of the general meeting of shareholders, which will then proceed to undertake final appointment.

For amendment of the articles of association, there is no regulation other than that stipulated by the Belgian Companies Code.

Purchase of shares

In accordance with Article 9 of the articles of association, the company can acquire its own fully paid-up shares and keep them in pledge by virtue of the decision by the general meeting in accordance with the provisions of the Belgian Companies Code. This same general meeting can establish terms for the disposal of these shares.

In addition, the board of directors may, for a period of three years from the moment that the decision was published in the Appendices to the Belgian Official Gazette, i.e. as from 24 May 2019, acquire own company shares for the company's account where such acquisition is necessary to indemnify the company against serious and imminent harm. "Serious and imminent harm" does not however mean a public takeover bid of equity shares of the company in the sense of Article 607 of the Belgian Companies Code.

Neither Intervest, nor its perimeter companies, owned any of its own shares as at 31 December 2019.

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.

57

3. Sustainable business and corporate social responsibility

Intervest attaches a great deal of importance to sustainable value creation and achieves the sustainability of its investment properties based on the 17 sustainable development objectives of the United Nations. These so-called SDGs (Sustainable Development Goals) encourage action in fi ve areas: Planet, Peace, Partnership, Prosperity and People and off er a sustainability framework that is broader than the traditional spearheads in the real estate sector. Intervest entered into a cooperation agreement with VOKA at the beginning of 2018 to decide on the input within the context of this broader framework. Intervest, together with VOKA, will set out at least 10 sustainability objectives on which it will focus that year. In 2019, Intervest won the "VOKA Charter on Sustainable Entrepreneurship" for the objectives that it achieved in 2018. Intervest will continue to achieve the SDGs in 2019, for example by contributing to the LEC project (Local Energy Community) in Mechelen Noord, which will eventually generate, distribute and consume local sustainable energy. In this way and by means of, for example, a training plan, biannual employee evaluations and the establishment of a wellness programme, in 2019 more practical substance was injected into the various UN sustainability objectives.

By the end of 2020, Intervest aims to have achieved all 17 sustainable development goals at least once in its daily operations and, by so doing, to be able to be awarded the internationally recognised UNITAR certifi cate, associated with the United Nations. In addition, the EPRA performance measures (EPRA sustainability Best Practices Recommendations, (EPRA sBPR)) specifi cally applicable to the real estate sector have been used since 2019.

The 2019 Sustainability Report covers the broader UN sustainability objectives and the real estate-specifi c EPRA performance measures in a separate report, which can be found at www. intervest.be.

Report of the management committee

    1. The market for logistics real estate and offi ces
    1. Important developments in 2019
    1. Financial results 2019
    1. Financial structure
    1. Profi t distribution 2019
    1. EPRA Best Practices
    1. Outlook for 2020

1. The market for logistics real estate and offi ces

1.1. Logistics

Rental market

Belgium

The logistics take-up had a record year for the second consecutive year: 55 transactions and approximately 990.000 m², which represents an increase of 22%. At 18.000 m², the average take-up per transaction was quite high due to a number of large deals representing approximately 25% of all take-up. Of the total number of transactions (55), 78% took place on Flemish territory and 22% in Wallonia.

The Belgian logistics market is concentrated around four axes. The main axis is (1) Antwerp - Brussels - Nivelles, followed by (2) Antwerp - Limburg - Liège, (3) Antwerp - Ghent and (4) Namur - Charleroi - Liège, respectively.

The best locations for traditional logistics service providers are near container and barge terminals, airports, rail network and the main transport corridors from mainland to hinterland. Demand for urban hubs for city distribution is also rising as a result of the growing e-commerce.

Rents remain stable around an average of € 42/m² to € 46/m² along the Antwerp-Brussels-Nivelles axis and up to € 52/m² in and around Brussels. Brokers expect rents to increase due to rising demand for e-commerce, higher construction costs as a result of new sustainability criteria, higher land prices and land scarcity.

Vacancy rate is limited to 2,25% on the logistics corridors and built-to-suit warehouses are being built more often.

The Netherlands

In 2019, a take-up of 2,2 million m² was realised on the Dutch logistics real estate market, which is well above the fi ve-year average and is in line with the record year of 2018.

The Dutch logistics real estate market is still one of the most active and best developed in Europe thanks to its central location and well-developed road infrastructure. International freight traffi c arrives in the ports of Rotterdam and Amsterdam and is transported to the various logistics hotspots along the most important water, rail and motorways in the South-East Netherlands, to then be transported to the rest of the Netherlands and Europe.

The prime rent around the Venlo logistics hotspot rose from € 48/m² to € 53/m², and the coveted region around Rotterdam recorded growth from € 65/m² to € 68/m². As there is suffi cient supply on secondary markets, overall rents will remain stable. It will only be possible to achieve further rent increases at locations with limited availability.

At the end of 2019, the vacancy rate was 3,9%, which is a slight increase compared to 2018. However, this rising trend could continue in 2020 as many new construction projects are built at risk.

Investment market

Belgium

The logistics investment market amounted to € 378 million in 2019, which is considerably lower (-11%) than in 2018. Yet, 2019 was by far the 3rd most active year in a row, which makes sense given the low risk profi le of logistics real estate compared to other real estate markets.

The largest transaction was Intervest's sale of two logistics sites located in Houthalen and Oudsbergen, respectively, for a net sales price of € 63 million.

Yields fell in the region around Brussels and along the Antwerp - Brussels - Nivelles corridor. The sharpest yield was 4,75%.

Yields around the other corridors remained stable: 5,5% on the Antwerp - Limburg - Liège corridor, 5,5% on the Antwerp - Ghent corridor and 5,5% on the Namur - Charleroi - Liège corridor. The median remains 5,25%.

Pre-let turn-key solutions are coveted investment products but developments at risk are not shied away from either. Genk Green Logistics - the joint venture of Intervest and Group Machiels - is a development of over 250.000 m² in the multimodal zone B of the Ford site in Genk, the fi rst phase of which will be delivered in the course of 2020.

The Netherlands

The Dutch logistics real estate market continues to expand and initial yields continue to fall by 0,5 basis points to 4%. No further compression of the yields is expected. Outlook for 2020 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 brownfi elds on existing industrial sites.

The Netherlands continues to be a popular e-commerce country, which increases the demand for smaller hubs near city centres. Consumers may like shopping online, but they are negatively disposed to the "boxing up" of the Netherlands. The nitrogen crisis also has its impact on industrial real estate development. These are challenges that will generate further debate in 2020.

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.

Tenants' expectations

There will be a further increase in the demand for sustainable buildings on multi-modal locations that are ready for highly automated business operations in 2020. Cost efficiency is key. The focus on city distribution hubs is also growing.

'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 most 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. Sustainable building materials having the lowest possible environmental impact are used during construction.

The well-being, safety and health of employees are also key. The offices of logistics centres must be pleasant workplaces 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 enabling omnichannel 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 capacity and the surface area of offices and social spaces are being reduced.

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.

City distribution hubs

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.

Sources: Expertise news 16/01/2020 & 30/01/2020 – The future of property management 2018 CBRE Global Tenant Survey – Cushman & Wakefield's Market Beat Flanders Office Market 2019, Office Market Snapshots – CBRE Real Estate Outlook 2020 The Netherlands – "JLL: Logistics real estate in 2019 and trends for 2020" at logistiek.be - JLL Q4 2019 Logistics The Netherlands -"Why co-working is here to stay on the office market" in Trends 23/10/2019 - CBRE Marketview Belgium Logistics Q4 2019 talk with real estate experts and professional literature throughout the year.

1.2. Offices

Take-up

The Belgian office property market performed best in 2019 since the economic downturn in 2010. A total of 879.000 m² were marketed in 838 individual transactions, which is approximately 15% higher than in 2018. The number of transactions was 2,5% below the average of the past five years, but a record number of transactions exceeded 10.000 m².

The 11 largest transactions involved large office surface areas for a total of 240.000 m². The average area per transaction remains stable at approximately 1.050 m². Fewer transactions only meant that there was an availability shortage for high-quality offices.

The share of co-working spaces in the take-up is increasing further. These deals also mostly concern areas greater than 10.000 m². The share of co-working spaces currently amounts to approximately 11% of the total national take-up. Co-working spaces are now forming approximately 3,5% of the total available surface area, whereas in the United Kingdom and the Netherlands this figure is already 5%. There is therefore still room for growth, especially bearing in mind the problem of persistent traffic jams and flexible working environments.

Brussels and periphery

A total of 553.000 m² was commercialised over 365 transactions on the Brussels office market , which is an increase of 34% compared to 2018. With a market share of 63%, Brussels is by far the largest office market in the country. The vacancy rate throughout the entire Brussels office market remains historically low and is even dropping further to approximately 7,5%. The vacancy rate is the highest in the periphery due to a lack of high-quality offices. There is virtually no vacancy in high-quality office properties.

Public authorities accounted for 35% of the take-up because of the (pre-)leases to the Flemish Government and the Brussels-Capital Region (70.000 m²). Private companies accounted for 65% of the total take-up during the past year.

The average rent in Brussels is € 150/m², with prime rents in the Leopold district at around € 320/m².

The average rents for high-quality buildings in the Brussels periphery are approximately € 125/m². The prime rent for new high-quality buildings goes up to € 185/m² in the vicinity of the airport.

The market is expected to remain stable in 2020.

Regional markets

The Walloon office market performed above average in 2019 due to a very active take-up in the Brussels periphery in Flemish Brabant. Flanders also performed well in 2019, but fell slightly compared to the previous year.

Vacancy in the regional markets remains low and varies from 3,5% in Liège to 6,5% in Antwerp.

The Antwerp office market performed well.

In Mechelen, the take-up was disappointing compared to the record year of 2018, nor did the Antwerp office market have any exceptionally large deals or number of transactions. Yet both markets performed above average. Antwerp remains the second most important office market in Belgium with a total office surface area of 2,3 million m².

The average rent for the second consecutive year rose from € 110/m² in 2018 to € 120/m² in 2019 and the prime rent went from € 160/m² in 2018 to € 165/m² in 2019. In Mechelen, the average rent increased by € 5/m² to € 155/m².

Investment market

The Belgian investment market once again experienced a record year with a total investment volume of € 2,4 billion in offi ce real estate (46% of total investment volume) and, according to the CBRE Investor Survey, investors have an amount of no less than € 4,5 billion available for 2020 which they wish to invest in offi ce real estate.

The yield for offi ce buildings in Brussels having a 6/9 rental period further decreased in 2019 to 4,10% and to 3,55% where a long-term rental agreement was concluded with a renowned tenant. This is a decrease of 20 basis points compared to 2018. This is remarkable because Brussels continues to be a mature market that is not subject to much fl uctuation. This stability, as well as its transparency, liquidity and innovative characteristics, make it attractive among the increasing number of international investors.

Yields of up to 5,5% were achieved in Antwerp. These are likely to remain stable in 2020.

Tenants' expectations

Offi ces are no longer a cost item for companies, but a means of attracting new employees and off ering all employees a good work-life balance. Companies are looking for pleasant offi ces in easily accessible locations with an appropriate range of services. This need will ultimately lead to environments where work, living, shopping and life go together.

The report entitled "The future of property management 2018 CBRE Global Tenant Survey" once again proves that property management is crucial to keeping tenants. Good property management is a combination of well-thought-out management of the buildings (including maintenance, safety and sustainability), proper rental and cost administration, adequate facilities (including restaurant, meeting facilities and parking), comprehensive services (including network opportunities and reception) and technological support for the services and facilities.

Intervest has distinguished itself in this respect for several years now by going beyond real estate and doing its utmost to 'unburden' customers: turn-key solutions, a 24/7 service with helpdesk and co-working facilities at the three Greenhouse locations in Belgium. A la carte service is also possible. The relationship with the tenant is key here.

Serviced offi ces and co-working options are becoming more successful and suppliers of such options are taking on an ever greater share of the offi ce market.

But the standard continues to be traditional offi ce layouts – with rental periods of 3/6/9 years, 6/9 or longer periods for large companies.

2. Important developments in 2019

2.1. Occupancy rate and leases in 2019

The occupancy rate of the total portfolio remained stable in 2019 and amounted to 93% as at 31 December 2019 (93% as at the end of 2018).

For the office portfolio the occupancy rate increased by 2% points to 90% as at 31 December 2019 (88% as at the end of 2018) mainly as a result of new leases and expansions in Mechelen.

The occupancy rate of the logistics portfolio fell by 2% points to 96% as at 31 December 2019 (98% as at the end of 2018) primarily as a result of the departure of tenant Fiege in Puurs in the fourth quarter of 2019. Given the strategic high visibility location of this site and the current interest in this region, various discussions with potential tenants are ongoing and Intervest is considering the future possibilities of this building.

With regard to leases, in the past year of 2019, Intervest extended or renewed a total of 9% of the rental income, or a net annual rent of € 5,3 million, for the long term. In 2018, this was 15%, or a net annual rent of € 7,1 million, among other things due to the leases in the renovated Greenhouse BXL. In 2019, 34 rental transactions for 88.000 m² were concluded with new or existing tenants. The lease activity in 2019 focused mainly on agreements with current tenants, which confirms the customers' confidence in Intervest. In particular, 8% of the rental income (6% in 2018), or 76.000 m², was concluded in 22 transactions with existing tenants in the form of extensions or expansions. In 2019, Intervest concluded 12 transactions with new tenants, representing 12.000 m² or 1% of the rental income (8% in 2018).

In the office portfolio, Intervest leased 15.300 m² in 27 long-term transactions, which represents 7% of the rental income of the office segment. This was 21% in 30 transactions in 2018. In 2019, this involved a mix of smaller new tenants (9 transactions representing almost 2% of the rental income of the office segment), and extensions and expansions with existing tenants (18 transactions representing 5% of the rental income of the office segment) such as Galapagos, LBC and Basic Fit. 87% of the long-term leases concluded in the office portfolio in 2019 relate to leases in Mechelen.

In the logistics portfolio, 72.300 m² were leased for the long term in 7 transactions, which represents 10% of the rental income of the logistics segment. This was 10% in 8 transactions in 2018. Here too, agreements were mainly concluded with existing tenants, representing 9% of the rental income for the logistics segment, with the extension and expansion of Estée Lauder in Oevel being one of the most important transactions.

Besides these long-term leases and extension, temporary agreements for a net annual rental of € 2,5 million or 4% of the rental income were also concluded or extended by an indefinite period or a period of less than one year. These temporary agreements in the office and logistics segments show that Intervest thinks along with its customers in looking for flexible solutions that closely match the often specific needs of their business.

In the office segment, 72 new flexible contracts were concluded for co-working and serviced offices in Greenhouse BXL, Mechelen and Antwerp. The flexibility of the new Greenhouse co-working formula, which allows subscribers to use the co-working lounges at the three Greenhouse locations, has resulted in an increase in the number of co-workers.

2.2. Investments in 2019

Intervest continued its investment strategy in 2019 with acquisitions and investments in development projects in Belgium and the Netherlands for € 54 million and expansions of and investments in the existing portfolio for € 8 million.

In 2019, Intervest achieved in the Netherlands new acquisitions for € 24 million in Roosendaal and Nijmegen. The newly acquired sites together have a leasable surface area of approximately 37.000 m² and generate a rental income fl ow of € 1,7 million annually. The acquisitions have an average gross initial yield of 7,0%.

Furthermore, € 30 million was invested in development projects in Belgium and the Netherlands, and a land reserve in Den Bosch. The project development in Eindhoven, the Netherlands, was delivered as at 30 January 2020. The delivery of Roosendaal, also in the Netherlands, is expected in the course of 2020.

The transactions are fi nanced with existing credit lines. The investment value of the transactions achieved is in line with the valuation by the company's independent property expert.

Acquisitions of logistics real estate in the Netherlands

Roosendaal, Borchwerf II: built-to-suit centre for production and distribution activities

In the fi rst semester of 2019, Intervest acquired a new-build built-to-suit centre of 17.800 m² for production and distribution activities at the Borchwerf II logistics hotspot in Roosendaal, which is expansive.

This state-of-the-art building was delivered as at 1 March 2019 and transferred to Intervest for a total investment amount of € 16,5 million. With a triple net lease, the site will generate an annual rental income of € 1,0 million, resulting in a gross initial yield of 5,7%. Solar panels have now also been installed on the site.

The tenant of this new-build logistics project is Fri-Jado, market leader in its sector (equipment and systems for food preparation, storage and presentation), which will lease the property for a non-cancellable period of 15 years.

The new-build project at Borchwerf II was built to suit by the Dutch property developer HVBM Vastgoed. The building is certifi ed 'BREEAM Very Good' and has a striking appearance with an overhang extending out at the front and an expanse of glass spanning the full height. A photovoltaic installation has been fi tted on the roof.

With this acquisition, Intervest is expanding its cluster further in one of the most important logistics hubs in West Brabant.

Nijmegen, De Vlotkampweg 67-71: strategic land position

In June 2019, Intervest acquired a logistics site in Nijmegen through a sale-and-leaseback agreement.

The distribution centre of a total of 19.200 m² includes 17.500 m² of warehouse space and 1.700 m²of offi ce space. The site is located in Nijmegen on the Westkanaaldijk industrial site to the west of the centre of Nijmegen. The industrial site is easily accessible via both the A73 and the A50.

The logistics site is leased in its entirety by De Klok Logistics for a non-cancellable period of 10 years under a triple net regime. De Klok Logistics is a rapidly growing Dutch transport company that specialises in freight transport and storage.

The site was purchased for € 7,5 million, representing a gross initial yield of 10,0%.

Given the prime strategic location of the site, after the expiry of the lease agreement, this location lends itself perfectly to redevelopment for (sustainable) urban distribution and, with this, Intervest has acquired a strategic land position for the long term.

the Netherlands

Roosendaal, Borchwerf I - Braak: logistics development project

Intervest signed a purchase agreement at the beginning of 2018 for the acquisition of a site for the development of a modern and high-quality logistics distribution centre of 28.000 m² on the Borchwerf I industrial site in Roosendaal. After the necessary demolition work, the site was transferred to Intervest clear for construction as at 25 April 2019, after which the construction work started.

The fi rst pile was driven as at 29 May 2019 and delivery of the new building is planned during the course of 2020. With this new construction, the quality of the Dutch portfolio has been further optimised as the building meets the highest sustainability standards and will be 'BREEAM Outstanding' certifi ed. For example, it is extensively insulated, has a photovoltaic installation, LED lighting and separate water drainage systems.

Intervest expects the building to generate approximately € 1,4 million in annual rental income. The gross initial yield on this investment amounts to approximately 7,2% and equals an investment of approximately € 19,5 million.

Investments in development projects in

Eindhoven, Flight Forum 1890: Gold & Silver Forum form cluster at Eindhoven Airport

Gold Forum, a state-of-the-art, highly sustainable logistics building at the Flight Forum business park near Eindhoven Airport was delivered as at 30 January 2020 and transferred to Intervest for an investment sum of € 18,9 million. This transaction, via the conclusion of a turn-key purchase agreement, was previously announced by Intervest.

The prominent building with its striking goldcoloured curved façade forms a single entity with the Silver Forum business premises acquired by Intervest in 2018, with the result that one logistics complex of almost 50.000 m² in total has been created at a multi-modal location. The location and confi guration of the building in the Eindhoven region also make it suitable as a city distribution warehouse.

This new construction further optimises the quality of the Dutch portfolio too, since the building will be granted a 'BREEAM Very Good' certifi cation and will be equipped with a photovoltaic installation on the roof.

The project is not leased but provides an immediate rental income of € 1,2 million per year for Intervest thanks to the 24-month rental guarantee granted by the seller. Given the limited availability in the Eindhoven region and various contacts with various candidate tenants, it is now expected that the building will be fully let during the course of 2020.

Den Bosch: land reserve for later redevelopment

In the course of the third quarter of 2019, Intervest purchased a site in Den Bosch (the Netherlands) with a view to creating a land reserve for later redevelopment.

The land was purchased with an outdated building for € 2,3 million and, once the lease expires in mid-2020, will off er possibilities for redevelopment. The site is located very close to the city and is therefore highly suitable for last-mile urban distribution. The idea is to create a built-to-suit project from where businesses and shops in the city can be supplied.

This form of smart urban distribution reduces the volume of heavy transport to and from the city and allows shops to manage their stocks optimally. In this way, Intervest also contributes in a sustainable way to addressing the mobility issue in and around a city.

1 See press release dated 5 November 2018: Intervest expands its logistics position close to Eindhoven airport to almost 50.000 m² with Gold Forum development project

2.3. Divestments in 2019

Given the current situation on the investment market, in which logistics real estate is off ered at sharp yields, Intervest is also paying attention to asset rotation for buildings that are not suffi ciently aligned with the current and future characteristics of the portfolio.

The divestment of three non-optimal logistics sites in Belgium (Aartselaar, Houthalen and Oudsbergen) with a total fair value of € 58 million, provided an attractive gain on disposal of € 5 million.

Logistics real estate in Belgium

Aartselaar

The logistics building in Aartselaar was divested in 2019. This building is a rather outdated building dating from 1993, which no longer fi ts in with the Intervest portfolio. The building became completely vacant in the summer of 2019 after the tenant went bankrupt. The sale price is € 4,3 million (excluding taxes and purchase costs), which is 7% above the fair value of the property as at 31 December 2018.

Houthalen - Oudsbergen

At the end of 2019, Intervest divested another two logistics sites in Houthalen and Oudsbergen for a net sales price of € 63 million.

By selling these two sites, Intervest responded to the boom in the economic situation in the logistics real estate market and thereby realised an attractive gain on disposal of € 5 million. Intervest received a one-off termination indemnity of € 5,9 million in the fi rst half of 2019 due to the departure of tenant Medtronic in Oudsbergen.

Intervest acquired the logistics sites in Houthalen and Oudsbergen, which were built in phases between 1999 and 2012 and have a total leasable surface area of approximately 105.000 m², in 2011 and 2014 respectively. At the time of the sale, the occupancy rate for these buildings combined amounted to 61%. Intervest provided the buyer with a rental guarantee of a maximum of 24 months on the existing vacancy rate in Oudsbergen as a result of the departure of tenant Medtronic.

At the time of the sale, the buildings represented 6% of the fair value of Intervest's real estate portfolio and generated an annual rental income of approximately € 2,6 million. The sale was concluded with a company controlled by the South African investor Investec Property Fund and managed by the English fund manager Ares Management Limited.

2.4. Development potential of Genk Green Logistics

The logistics investment market is in great demand and purchase prices for logistics sites are rising steadily. For this reason, Intervest does not merely look at acquisitions per se for the growth of the logistics portfolio, but also takes into consideration the possibilities for developments/redevelopments or the creation of land reserves for future expansion or redevelopment. Changes in logistics distribution also help determine the choice of purchasing new sites.

In Belgium, work is continuing on the redevelopment of zone B of the former Ford site in Genk.

'Genk Green Logistics': redevelopment of zone B of the former Ford site in Genk to start

Genk Green Logistics, an institutional regulated real estate company (IRREC) under Belgian law, is the cooperative company between Intervest, on the one hand, and Group Machiels, on the other, which together with developer MG Real Estate and DEME Environmental Contractors is responsible for the redevelopment of one of the most large-scale accessible tri-modal logistics hubs in Flanders.

The site is strategically located in the important logistics corridor Antwerp - Limburg - Liège. The site's surface area of 133 hectares and the tri-modal access via the Albert Canal, the railway and the proximity of the E314 and E313 are unique trump cards to put Genk Green Logistics on the map as a logistics hotspot. Genk Green

Logistics purchased the site on zone B of the former Ford site, which is 42 hectares, in 2018. Zone A is to become a public domain reserved for community events. Zone C is the property of De Vlaamse Waterweg.

Genk Green Logistics intends to build a full newbuild project at zone B, which will consist of a state-of-art logistics complex that will comprise approximately 250.000 m² after full development. This surface area is intended to be developed in phases, spread over diff erent buildings, over an expected period of fi ve years.

Genk Green Logistics stands for a development plan with a clear commercial focus on large scale operation and e-commerce. It expects that this will attract a broad range of users to the site, from e-commerce retail activities, e-fulfi lment service providers to classic 3PL organisations. The site will also be open to other logistics needs or the smart manufacturing industry.

The marketing of the planned new-build development in zone B has already been started. Although De Vlaamse Waterweg will still be carrying out demolition, remediation and infrastructure works in zone A in 2020 and 2021, Genk Green Logistics can simultaneously start the new-build developments in large parts of zone B. The new construction of a fi rst state-of-the-art logistics building of approximately 25.000 m² started at the beginning of 2020. Genk Green Logistics wants this fi rst building to be operational in 2020.

2.5. Beyond real estate: turn-key solutions

Customers are increasingly calling on Intervest's turn-key solutions team for both new leases and extensions. The turn-key solutions team off ers customers fully customised interior solutions. They work out the optimal layout for the offi ce or logistics space, provide interior design advice, coordinate the works and closely follow the pre-determined timing and the allocated budget. Intervest 'unburdens' its tenants and tenants are making use of this to an increasing extent.

In 2019, the turn-key solutions team mainly performed assignments in the offi ce segment for both new and existing tenants. Generally, these were all-encompassing projects in which, in addition to the design, the furniture and the dimensioning of the techniques were also presented to then arrange the tender and coordination until the fi nal delivery and, where appropriate, the removal. This was the case for Essity and the meeting centre in Greenhouse BXL, at Mechelen Campus for Scan Global Logistic, S.W.I.F.T. and Also and at Intercity Business Park for Galapagos.

For customers in the logistics segment, projects were mainly performed to reorganise and optimise existing spaces. In some cases, eff orts have also been made to expand and integrate with existing formats and functions. For example, a complete turn-key solutions approach has also been implemented for Care Solutions in Schelle and 11 new gates have been installed for Dyna Logic.

This approach allows the customer to focus on what is important to the company and ensures that (re)organisation is no cause for headaches, quite the contrary. This can be concluded from the sincere satisfaction of the customers for whom turnkey solutions projects were performed in 2019.

3. Financial results 2019

3.1. Summary

Intervest's EPRA earnings for the financial year 2019 amounted to € 46,8 million. This result signifies an increase of 50% compared to the EPRA earnings of € 31,2 million in 2018. The EPRA earnings per share rose by 17% and amounted to € 1,91 for 2019 compared to € 1,63 for 2018.

This rise in the EPRA earnings is mainly due to the 38% rise in the rental income due to the growth of the real estate portfolio and the one-off termination indemnity received as a result of the early departure of tenant Medtronic, partly compensated by higher property charges, general costs and financing costs as a result of the growth of Intervest and its real estate portfolio.

Without taking into account the one-off indemnity received from tenant Medtronic, the EPRA earnings for 2019 amount to € 41,1 million, which represents an increase of 32% compared to 2018. The underlying EPRA earnings per share amount to € 1,68 or an increase of 3% compared to 2018.

The operating margin of the company improved by 2% points and increased from 83% as at 31 December 2018 to 85% at the end of 2019. Excluding the one-off indemnity received from tenant Medtronic, the operating margin remained stable.

The average interest rate for financing dropped from 2,4% in 2018 to 2,1% in 2019 due to financing/ refinancing, negotiating/renegotiating interest rate hedging, the commercial paper programme issued in July 2018 and the repayment of the bond loan that became due as at 1 April 2019.

3.2. Key figures

Number of shares 2019 2018
Number of shares at year-end 24.657.003 24.288.997
Number of shares entitled to dividend 24.657.003 24.288.997
Weighted average number of shares 24.516.858 19.176.981
Result per share - Group share
Net result (€) 2,68 1,78
EPRA earnings (€) 1,91 1,63
Pay-out ratio* (%) 80% 86%
Gross dividend** (€) 1,53 1,40
Percentage withholding tax (%) 30% 30%
Net dividend* (€) 1,0710 0,9800
Balance sheet information per share - Group share
Net value (fair value) (€) 21,25 19,62
Net asset value EPRA (€) 21,79 19,88
Share price on closing date (€) 25,60 20,60
Premium with regard to fair net value (%) 20% 5%
Debt ratio
Debt ratio (max. 65%) 39,0% 43,5%

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

** Subject to approval by the annual general meeting to be held in 2020.

3.3. Consolidated income statement

in thousands € 2019 2018
Rental income 66.143 47.920
Rental-related expenses -166 -53
Property management costs and income 1.131 806
Property result 67.108 48.673
Property charges -7.529 -6.394
General costs and other operating income and costs -3.688 -2.725
Operating result before result on portfolio 55.891 39.554
Result on disposal of investment properties 5.364 0
Changes in fair value of investment properties 22.307 7.033
Other result on portfolio -5.661 -2.472
Operating result 77.901 44.115
Financial result (excl. changes in fair value of financial assets and liabilities) -8.501 -8.005
Changes in fair value of financial assets and liabilities -3.065 -1.615
Taxes -587 -390
NET RESULT 65.748 34.105
Minority interests -17 -9
NET RESULT - Group share 65.765 34.114
Note:
EPRA earnings 46.820 31.168
Result on portfolio 22.010 4.561
Changes in fair value of financial assets and liabilities -3.065 -1.615

Analysis of the results1

The achievement of Intervest's strategic growth plan at the end of 2018 is clearly reflected in the results of 2019. Intervest's rental income in 2019 amounted to € 66,1 million (€ 47,9 million) and this caused a rise of € 18,2 million or an increase by 38% in respect of 2018. The rental income in 2019 includes a one-off termination indemnity received as a result of the early departure of tenant Medtronic in Oudsbergen. This termination indemnity has a positive effect of € 5,2 million on the rental income. Without taking into account the termination indemnity, the increase in rental income amounted to € 13,0 million or 27%, mainly attributable to the growth of the real estate portfolio and leases in the office segment.

The rental income in the logistics portfolio amounted to € 40,5 million. Without the termination indemnity from Medtronic, rental income in the logistics portfolio amounted to € 35,3 million, which is an increase of € 7,7 million or 28% compared to 2018 (€ 27,6 million) as a result of the expansion of the logistics real estate portfolio.

Rental income in the office segment increasedby € 5,3 million compared to 2018, to € 25,6 million in 2019. This 26% rise is mainly due to the acquisition of the Ubicenter office complex in Leuven in December 2018 and the new leases agreed at Greenhouse BXL, Mechelen Campus and Intercity Business Park in the course of 2018 and 2019.

Realisation of growth plan in 2018

ensures increases in rental income for 2019 in the logistics real estate portfolio and in the office portfolio.

The property charges amouned to € 7,5 million for 2019 (€ 6,4 million). The increase of € 1,1 million was caused mainly by higher property management costs as a result of an increase in staff numbers due to the growth of the real estate portfolio.

The general costs and other operating income and costs amounted to € 3,7 million (€ 2,7 million) for 2019. The rise of approximately € 1,0 million is attributable to higher personnel costs as a result of an increase in staff numbers for the internal organisation and the higher stock exchange tax ('subscription tax') payable as a result of the € 99,9 million capital increase carried out in November 2018.

The increase in rental income and the increase in general costs and property charges meant that the operating result before result on portfolio increased by € 16,3 million or 41% to € 55,9 million (€ 39,6 million) in 2019. Without taking into account the one-off effect of the termination indemnity and provisions for vacancy costs received from Medtronic, the operating result before result on portfolio amounted to € 50,2 million, an increase of 27% compared to 2018.

The operating margin of the company improved by 2% points and increased from 83% as at 31 December 2018 to 85% at the end of 2019. Without the one-off indemnity received from tenant Medtronic as a result of the early departure, the operating margin remained stable.

The result on disposal of investment properties includes the gain on disposal of € 5,4 million (difference between the carrying amount as at 31 December 2018 and the selling price minus all selling costs) realised for the logistics buildings in Aartselaar, Houthalen and Oudsbergen.

The changes in fair value of investment properties amounted to € 22,3 million in 2019 (€ 7,0 million). Positive changes in fair value are the result of:

  • the increase in fair value of 5% or € 25,8 million of the logistics portfolio as a result of the sharpening of the yields in the Netherlands and Belgium
  • the fair value of the office portfolio decreased by € -3,5million, mainly due to the decrease in value of Woluwe Garden as a result of the previously announced departure of tenant PwC by the end of 2021.

In 2019, the other result on portfolio amounted to € -5,7 million (€ -2,5 million) and primarily comprised the provision for deferred tax on non-realised increases in value 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 2019 amounted to € -8,5 million (€ -8,0 million). The € 0,5 million or 6% increase in the net interest costs is the result of the growth of the real estate portfolio. The financing/refinancing carried out to optimise the financing structure, together with the commercial paper programme that was implemented in July 2018 and the repayment of the bond loan as at 1 April 2019, brought down the average cost of financing. The average interest rate of the financing for 2019 amounted to 2,1%, compared to 2,4% in 2018.

The average interest rate for financing amounted to 2,1% including bank margins for 2019 (2,4% in 2018).

The changes in fair value of financial assets and liabilities include the change in 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 € -3,1 million (€ -1,6 million).

The net result of Intervest for financial year 2019 amounted to € 65,7 million (€ 34,1 million) and can be divided into:

  • the EPRA earnings of € 46,8 million (€ 31,2 million), or an increase of € 15,6 million or 50%, mainly due to the rise in the rental income resulting from the growth of the real estate portfolio and the one-off indemnity received as a result of the early departure of tenant Medtronic, partly compensated by higher property charges, general costs and financing costs related to the growth of Intervest and its real estate portfolio; excluding the one-off indemnity received from tenant Medtronic, the EPRA earnings amount to € 41,1 million, representing an increase of € 9,9 million or 32% compared to 2018
  • the result on portfolio of € 22,0 million (€ 4,6 million)
  • the changes in fair value of financial assets and liabilities for an amount of € -3,1 million (€ -1,1 million).

This means EPRA earnings of € 46,8 million (€ 31,2 million) for Intervest for 2019. Taking into account the 24.516.858 weighted average number of shares, this results in EPRA earnings per share of € 1,91 as compared to € 1,63 per share for 2018.

Excluding the indemnity received from tenant Medtronic as a result of the early departure, the EPRA earnings per share for 2019 would amount to € 1,68 or an increase of 3% compared to the previous year, despite an increase of the weighted average number of shares of 28% as a result of the capital increase of November 2018 and the optional dividend in May 2019.

The shareholders can be offered a gross dividend of € 1,531 (€ 1,40 for 2018). This equals a pay-out ratio of 80%2 of the EPRA earnings. This offers the shareholders a gross dividend yield of 6,0%, based on the closing share price as at 31 December 2019 (€ 25,60).

1 Subject to approval by the annual general meeting to be held in 2020.

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

3.4. Consolidated balance sheet

in thousands € 31.12.2019 31.12.2018
ASSETS
Non-current assets 894.262 867.582
Current assets 24.601 19.582
Total assets 918.863 887.164
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 524.433 477.208
Share capital 222.958 219.605
Share premiums 173.104 167.883
Reserves 62.032 55.015
Net result for the financial year 65.765 34.114
Minority interests 574 591
Liabilities 394.430 409.956
Non-current liabilities 274.065 297.951
Current liabilities 120.365 112.005
Total shareholders' equity and liabilities 918.863 887.164

Assets 1

The fair value of the real estate portfolio as at 31 December 2019 amounted to € 893 million.

The non-current assets consisted mainly of the real estate investments of Intervest. The fair value of the real estate portfolio increased by approximately € 26 million in 2019 due to value increase of the portfolio (€ 22 million), investments in the existing portfolio (€ 8 million) and asset rotation.

The fair value of the real estate portfolio as at 31 December 2019 amounted to € 893 million (€ 867 million). The underlying fair value of the real estate portfolio underwent the following changes in 2019:

  • the increase in fair value of the real estate portfolio by € 22 million, mainly as a result of the sharpening of the yields in the logistics portfolio, both in the Netherlands and in Belgium
  • the investments and expansions in the existing real estate portfolio for € 8 million;
  • acquisition of two logistics sites (Roosendaal and Nijmegen) for a total investment amount of € 24 million;
  • investments in development projects in Genk, Eindhoven and Roosendaal and a land reserve in the Netherlands (Den Bosch) for € 30 million;
  • divestment of three logistics site in Belgium for € 58 million.

The current assets amounted to € 25 million (€ 20 million) and consisted mainly of trade receivables in the amount of € 12 million, € 10 million of which for advance invoicing for the first quarter of 2020, € 6 million from tax receivables and other current assets, € 2 million from liquid assets and € 5 million from deferred charges and accrued income.

Liabilities1

Shareholders' equity in 2019 increased by € 47 million or 10%.

The company's shareholders' equity increased by € 47 million or 10% in 2019, and as at 31 December 2019 and amounted to € 524 million (€ 477 million as at 31 December 2018), represented by 24.657.003 shares (24.288.997 shares as at 31 December 2018). This increase was primarily due to the combination of:

  • the optional dividend for € 9 million in May 2019 whereby the shareholders of Intervest opted, for the payment of the dividend for 45,2% of their shares for fi nancial year 2018, for the contribution of their dividend rights in return for new shares instead of receiving payment of the dividend in cash; this has led to the creation of 368.006 new shares entitled to dividend as from 1 January 2019
  • the dividend payment for fi nancial year 2018 for an amount of € 27 million in May 2019
  • the net result in the amount of € 66 million for the 2019 fi nancial year.

The company's registered capital increased by € 4 million to € 225 million (€ 221 million) in 2019 as a result of these capital increases. The capital item also includes € 2 million costs for the capital increase of November 2018. The share premiums rose by € 5 million to € 173 million (€ 168 million).

The reserves of the company amounted to € 62 million (€ 55 million) and consisted mainly of:

  • the reserve for the balance of changes in fair value of real estate properties for € 36 million (€ 31 million), composed of the reserve for the balance of changes in the investment value of real estate properties for € 64 million (€ 48 million), and the reserve for the impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties; indeed, in accordance with the interpretation of the RREC sector of IAS 40 (publication of the Belgian Association of Asset Managers of 8 February 2006 and the updated interpretation of the BE-REIT Association, published on 10 November 2016), the real estate portfolio is valued at fair value; the diff erence with the investment value is shown separately in shareholders' equity; this diff erence amounted to € -28 million (€ -17 million) as at 31 December 2019
  • a reserve for the balance of changes in fair value of authorised hedging instruments that were not subject to hedge accounting for an amount of € -4 million (€ -2 million)
  • results carried forward from previous fi nancial years and the other reserves subject to payment of € 30 million (€ 26 million).

As at 31 December 2019, the net value (fair value) of a share was € 21,25 compared to (€ 19,62 as at 31 December 2018). The EPRA NAV per share amounted to € 21,79 as at 31 December 2019. This means that there was an increase of € 1,91 compared to the EPRA NAV per share of € 19,88 as at 31 December 2018, mainly as a result of the generation of the EPRA earnings and the value increase of the real estate portfolio, and partly compensated by the dividend payment for the 2018 fi nancial year.

Increase of the EPRA NAV per share by € 1,91 or 10% to € 21,79 as at 31 December 2019.

As the stock exchange quotation of an Intervest share (INTO) was € 25,60 as at 31 December 2019, the share was listed at a premium of 20% on the closing date, compared to the net value (fair value).

Market capitalisation reached € 631 million as at 31 December 2019.

The long-term liabilities amounted to € 274 million (€ 298 million) and included:

  • long-term fi nancial debts in the amount of € 255 million (€ 289 million), consisting of:
    • long-term fi nancing for € 220 million, of which the expiry date is after 31 December 2020
    • the bond loan issued in March 2014 with a net income of € 35 million expiring as at 1 April 2021
  • the other non-current fi nancial liabilities, representing the negative market value of € 7 million of the cash fl ow hedges concluded by the company to hedge the variable interest rate on the non-current fi nancial debts, and the liabilities relating to the long-term leases in Oevel and Ghent to the amount of € 2 million (IFRS 16)
  • a provision of € 7 million for deferred taxes
  • a long-term provision of € 2 million for the rental guarantee that Intervest has provided to the purchaser of the logistics property in Oudsbergen.

The current liabilities amounted to € 120 million (€ 112 million) and consisted of € 88 million (€ 87 million) in current fi nancial debts (€ 23 million bank loans and € 65 million commercial paper), of € 12 million in trade debts and other current debts and liabilities, and €19 million in accrued charges and deferred income.

4. Financial structure

4.1. Developments in 2019

The financing policy of Intervest is aimed at optimally financing the company's growth strategy. For this purpose, there is an attempt to achieve an equilibrium in the debts and the shareholders' equity ratio, where the intention is to keep the debt ratio between 45% and 50%. Intervest ensures that there are enough resources available to finance current projects and to be able to follow up growth opportunities. 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 2019 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.

In 2019, Intervest expanded its financing portfolio and continued to diversify through the following actions.

  • the expansion of the commercial paper by € 35 million to € 65 million
  • expanding and extending bank financing by:
    • entering into three additional loans with new credit institutions (Triodos Bank, Banque Internationale à Luxembourg and VDK Bank) for a total amount of € 38 million; the credits were concluded for a period of 7 years
      • entering into additional financing of € 30 million with BNP Paribas Fortis, having duration periods of 3 and 5 years
    • the extension by 6 years of existing financing with Belfius Bank for an amount of € 30 million
  • the repayment of the € 25 million bond loan issued in March 2014, which matured as at 1 April 2019
  • the closing and renegotiating interest rate hedges by:
    • the conclusion of three new interest rate swaps for a notional amount of € 35 million with duration periods of 6 or 7 years to replace existing interest rate swaps that matured in the first half of 2019
    • the renegotiation and extension of a number of existing hedging instruments, for a notional amount of € 25 million

at a lower interest rate via a "blend & extend" transaction

• the conclusion of an interest rate swap for a notional amount of € 15 million with a maturity of 5 years.

These (re-)financing, interest hedging and optimisation actions have caused the average financing cost of Intervest to decrease from 2,4% in 2018 to 2,1% in 2019. As at 31 December 2019, the hedging ratio amounted to 97%.

This (re-)financing shows the confidence that financial institutions have in Intervest and its strategy. It has led to an adequate spread of the expiry calendar of the long-term financing between 2020 and 2026, while duly regarding balance between cost price, duration and diversification of the financing sources.

At the end of 2019, Intervest had a buffer of € 186 million of non-withdrawn credit lines available to finance development projects and future acquisitions and dividend payment in May 2020. In addition, € 33 million in credit lines will mature in the first quarter of 2020.

The debt ratio of the company amounted to 39,0% as at 31 December 2019 (43,5% as at 31 December 2018). The decrease of 4,5 % points is mainly the result of the increase in value in the logistics portfolio and the divestment of three logistics sites in Belgium at the end of 2019.

The debt ratio of Intervest amounted 39% as at 31 December 2019.

Because of this limited debt ratio of 39% as at 31 December 2019, approximately € 200 million can still be invested with borrowed capital before reaching the top of the strategic range of 45%-50%.

4.2. Overview as at 31 December 2019

Other characteristics of the fi nancial structure as at the end of 2019 are:

Credit lines

  • 81% long-term credit lines with a weighted average remaining duration of 4,0 years (4,4 years at the end of year 2018) and 19% shortterm credit lines
  • spread of the expiry dates of credit lines between 2020 and 2026
  • spread of the credit facilities over ten European fi nancial institutions, bondholders and a commercial paper programme.

Interest coverage ratio

• ratio of 6,6 for 2019 (4,9 for 2018).

Hedge ratio

  • 97% of the withdrawn credits facilities had a fi xed interest rate or were fi xed by interest rate swaps and 3% had a variable interest rate
  • 59% of the credit lines have a fi xed interest rate, or the rate was set by interest rate swaps, 41% have a variable interest rate
  • market value of fi nancial derivatives: € 6,5 million negative

Agreements

  • no change in 2019 in the current contracted agreements
  • the RREC fulfi lled its agreements as at 31 December 2019.
3%
Debt ratio
€ 18 million
Non-withdrawn
credit lines
2,1%
Average
interest rate
7%
Hedge
ratio
43,5% € 113 million 2,4% 84%
as at 31 December as at 31 December as at 31 December as at 31 December
2018 2018 2018 2018

4.3. Notes on the financial structure

Short-term credit lines

As at 31 December 2019, 81% of the available credit lines of Intervest were long-term credit lines and 19% were short-term credit lines.

The short-term credit lines (€ 106 million) consisted of:

  • 61% (€ 65 million) commercial paper
  • 31% (€ 33 million) credits falling due within one year
  • 7% (€ 7 million) credits with open-ended duration
  • 1% (€ 1 million) repayment credits.

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 derogated from temporarily if specific market conditions require.

In 2019, Intervest continued the process of optimising the spread of the expiry dates of its credit lines by:

  • concluding three additional financing agreements with new credit institutions for a term of 7 years:
    • Triodos Bank: € 25 million
    • Banque Internationale à Luxembourg: € 10 million
    • VDK Bank: € 3 million
  • entering into additional financing of € 30 million with BNP Paribas Fortis, having duration periods of 3 and 5 years
  • the extension by 6 years of existing financing with Belfius Bank for an amount of € 30 million.

This weighted average remaining duration of the long-term credit lines slightly decreased from 4,4 years as at 31 December 2018 to 4,0 years as at 31 December 2019.

Available credit lines

As at 31 December 2019, the company had € 186 million in non-withdrawn committed credit lines with its financiers.

These will be used in the course of 2020 to finance ongoing development projects, future acquisitions and the dividend payment in May 2020. In addition, € 33 million in credit lines will mature in the first quarter of 2020.

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. As at 31 December 2019, the company's cash position only amounted to € 2,2 million.

Expiry dates calendar credit lines

The expiry dates calendar of the credit lines as at 31 December 2019 is represented in the chart.

The weighted average remaining duration of the long-term credit lines is 4,0 years.

Hedging

Given the persistent low interest rates on the financial markets Intervest further stepped up its hedging strategy in 2018. When composing the credit portfolio, Intervest aims for a strategy to maintain a hedging ratio of at least 80%.

As at 31 December 2019:

  • the company concluded interest rate swaps for a total notional amount of € 265 million
  • the bond loans for a total amount of € 35 million have a fixed interest rate
  • the company has credit facility agreements with a fixed interest rate for a total amount of € 32 million with an initial duration of 7 and 10 years.

As at 31 December 2019, 97% of the credits withdrawn had a fixed interest rate or were fixed by interest rate swaps and 3% had a variable interest rate.

As at 31 December 2019, 59% of the credit lines of the company consisted of financing with a fixed interest rate or are fixed by interest rate swaps; 41% had a variable interest rate. The percentage difference with the credit lines drawn down resulted from the available credit lines.

As at 31 December 2019, the weighted average interest rate of the interest rate swaps was 0,5% (0,6% in 2018).

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

Duration of fixed interest rates

Developments in 2019:

  • the conclusion of three new interest rate swaps for a notional amount of € 35 million with duration periods of 6 or 7 years to replace existing interest rate swaps that matured in the first half of 2019
  • the renegotiation and extension of a number of existing hedging instruments, for a notional amount of € 25 million at a lower interest rate via a 'blend & extend' transaction
  • the conclusion of an interest rate swap for a notional amount of € 15 million with a maturity of 5 years.

As at 31 December 2019, the weighted average remaining duration of the interest rate swaps was 4,4 years (4,2 in 2018).

The interest rates on the credits of the company (interest rate swaps and credits with fixed interest rates) as at 31 December 2019 are fixed for a weighted average remaining duration of 4,2 years (3,7 in 2018).

Interest rate sensitivity

For financial year 2019, the effect on the EPRA earnings of a (hypothetical) increase in interest rate by 1% gives a negative result of approximately € 0,6 million (negative € 0,6 million in 2018).

Average interest rate of the financing*

For financial year of 2019, the average interest rate of the financing of Intervest was 2,1% including bank margins (2,4% in 2018). This decrease is mainly the result of the (re-)financing, interest hedging and optimisation.

  • The average interest rate for the non-current financial debts amounted to 2,3% in 2019 (2,4% in 2018).
  • The average interest rate for the current financial debts amounted to 1,4% in 2019 (2,4% in 2018).

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 amounted to 6,6 for financial year 2019 (4,9 for the financial year 2018), which is higher than the 2 to 2,5 required, a protocol established in the financing agreements of the company.

31.12.10 31.12.11 31.12.12 31.12.13 31.12.14 31.12.15 31.12.16 31.12.17 31.12.18 31.12.19

Debt ratio

The debt ratio of the company amounted to 39% as at 31 December 2019 (43,5% as at 31 December 2018). The decrease by 4,5% points compared to 31 December 2018 was mainly the result of the increase in value in the logistics portfolio and the divestment of three logistics sites in Belgium at the end of 2019.

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 in fair value of the real estate portfolio. As a safety precaution, the range will then be adjusted downwards to 40-45%.

On the basis of the current 39% debt ratio as at 31 December 2019, Intervest still has an additional investment capacity of approximately € 680 million, without exceeding the maximum debt ratio of 65%. The capacity for further investments amounts to approximately € 485 million before exceeding the debt ratio of 60% and approximately € 200 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 case of a possible decrease in value of the investment properties available for lease by approximately € 367 million or 43% compared to the real estate available for lease of € 860 million as at 31 December 2019. In case of 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 5,3% points on average (from 7,2% on average to 12,5% on average). In case of unchanged yield used to determine the fair value of the real estate properties, this means a decrease of current rents of € 26,3 million or 43%.

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 respect reference is made specifically to the chapter Risk factors.

Banking counterparties

The credit portfolio of Intervest is spread over ten European financial institutions and bondholders.

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 counterparties for the interest rate swap hedges: ING Belgium nv, KBC Bank nv and Belfius Bank nv.

5. Profit distribution 2019

The board of directors proposes that the result of the financial year 2019 of Intervest Offices & Warehouses nv be appropriated as follows:

in thousands €

Net result for the 2019 financial year* 65.765
ALLOCATION TO/TRANSFER FROM RESERVES
Allocation to/transfer from the reserves for the balance of changes
in fair value** of real estate properties:

Financial year
-19.901

Previous financial years
10.121

Realisation real estate properties
-3.923
Allocation to the reserve of estimated transaction rights and costs resulting from
the hypothetical disposal of investment properties
1.814
Allocation to the reserve for the balance of changes in fair value of authorised
hedging instruments that are not subject to hedge accounting
3.065
Allocation to other reserves -10.121
Allocation to results carried forward from previous years -9.095
Remuneration of capital 37.725

* The present profit distribution is based on the statutory figures

(see 8.4 Annexes of the statutory annual accounts of the Financial report).

** Based on the changes in investment value of investment properties.

At the general meeting of shareholders as at 29 April 2020, it will be proposed that a gross dividend of € 1,53 per share be distributed.

The shareholders are offered a gross dividend of € 1,53 per share for financial year 2019. This is equal to a net dividend of € 1,071 after deduction of the 30% withholding tax.

Taking into account the 24.657.003 shares that will participate in the result of financial year 2019, this means that a dividend of € 37.725.215 is available for distribution.

The pay-out of the EPRA earnings is pursuant to the RREC Act. The dividend is payable as from 27 May 2020.

6. EPRA Best Practices1

EPRA is the European Public Real Estate Association, and it issues recommendations to increase the transparency and consistency of financial reporting, the so-called BPR (Best Practices Recommendations).

In December 2014 the EPRA's Reporting and Accounting Committee published an update of the report entitled "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.

6.1. EPRA gold, again

The Intervest 2018 Annual Report again received an EPRA Gold Award at the annual conference of the European Real Estate Association. This is the fifth time in a row that Intervest has received a Gold Award from this leading group, which advocates improved transparency and consistency in financial reporting.

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 shown by the full report on the EPRA Awards, which can be consulted at www.epra.com.

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

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

6.2. EPRA Key performance indicators

The auditor has verified if the "EPRA earnings", "EPRA NAV" and "EPRA NNNAV" ratios are calculated according to the EPRA BPR definitions of December 2014, and if the financial data used for the calculation of these ratios correspond to the accounting data of the consolidated financial statement.

Table EPRA indicators Definitions EPRA* 31.12.2019 31.12.2018
1 EPRA earnings Result derived from the strategic oper
ational activities.
in thousands € 46.820 31.168
Objective: to measure the result of
the strategic operational activities,
excluding (i) the changes in fair value of
financial assets and liabilities (inef
fective hedges), and (ii) the portfolio
result (the profit or loss on investment
properties that may or may not have
been realised).
€/share 1,91 1,63
2 EPRA NAV Net Asset Value (NAV) adjusted to
account for the fair value of investment
properties and to the exclusion of
certain elements that do not fit within
the financial model for investment
properties in the long term.
in thousands € 537.261 482.981
Objective: after adjusting the net value
(fair value), the EPRA NAV provides the
shareholder with relevant information
about the fair value of the assets and
liabilities within a real estate company
with a long-term strategy.
€/share 21,79 19,88
3 EPRA NNNAV EPRA NAV adjusted to account for the
fair value of the financial instruments,
the debts and the deferred taxes.
in thousands € 521.177 473.394
Objective: after adjusting the EPRA
NAV, the EPRA NNNAV provides the
shareholder with relevant information
about the fair value of the assets and
liabilities within a real estate company.
€/share 21,14 19,49
4 (i) 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 transac
tions rights and costs resulting from
of hypothetical disposal of investment
properties.
5,9% 6,2%
Objective: an indicator for comparing
real estate portfolios based on yield.
Table EPRA indicators Definitions EPRA* 31.12.2019 31.12.2018
(ii) EPRA topped-up
NIY
This measure incorporates an adjust
ment to the EPRA NIY in respect of the
expiration of rent-free periods (or other
unexpired lease incentives such as
discounted rent periods and step rents).
Objective: an indicator for comparing
6,1% 6,4%
5 EPRA vacancy
percentage
real estate portfolios based on yield.
Estimated rental value (ERV) of vacant
space divided by ERV of the portfolio in
its entirety.
Objective: to measure the vacancy of
6,8% 6,7%
the investment properties portfolio
based on estimated rental value (ERV).
6 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.
15,5% 17,4%
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.
14,5% 16,2%
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).

6.3. Tables EPRA Key performance indicators

Table 1: EPRA earnings

in thousands € 31.12.2019 31.12.2018
Net result IFRS (group share) 65.765 34.114
Adjustments to calculate EPRA earnings
To be excluded:
I.
Changes in fair value of investment properties
-22.307 -7.033
II.
Result on disposal of investment properties
-5.364 0
VI.
Changes in fair value of financial assets and liabilities
3.065 1.615
Other result on portfolio 5.661 2.472
EPRA earnings (group share) 46.820
Weighted average number of shares 24.516.858 19.176.981
EPRA earnings (€/per share) (group share) 1,91 1,63

The EPRA earnings for 2019 amounted to € 46,8 million, which means an increase of 50% compared to 2018. The EPRA earnings per share rose by 17% and amounted to € 1,91 for 2019 compared to € 1,63 for 2018. This rise was mainly due to the rise in the rental income due to the growth of the real estate portfolio and the one-off termination indemnity received as a result of the early departure of tenant Medtronic, partly compensated by higher property charges, general costs and financing costs related to the growth of Intervest and its real estate portfolio.

Excluding the one-off indemnity received from tenant Medtronic, EPRA earnings for 2019 rose by 32% to € 41,1 million. The underlying EPRA earnings per share increased by 3% and amounted to € 1,68 for the 2019 financial year.

Tables 2 and 3: EPRA NAV and EPRA NNNAV

in thousands € 31.12.2019 31.12.2018
Net asset value (group share) 523.859 476.617
Net asset value per share (€) (group share) 21,25 19,62
Diluted net value, after the lifting of options,
523.859
convertible debts and other shareholder equity instruments.
476.617
To be excluded:
IV.
Fair value of financial instruments
6.492 3.456
V.a
Deferred taxes
6.910 2.908
EPRA NAV (group share) 537.261 482.981
Number of shares at year-end 24.657.003 24.288.997
EPRA NAV/share (€) (group share)
21,79
19,88
To be added:
I.
Fair value of financial instruments
-6.492 -3.456
II.
Revaluations of the fair value of financing
with fixed interest rate
-2.682 -3.223
III.
Deferred taxes
-6.910 -2.908
EPRA NNNAV (group share) 473.394
Number of shares at year-end 24.657.003 24.288.997
EPRA NNNAV/share (€) (group share) 21,14 19,49

The EPRA NAV per share amounted to € 21,79 as at 31 December 2018. This means that there was an increase of € 1,91 compared to € 19,88 as at 31 December 2018, mainly as a result of combining the generation of the EPRA earnings and the increase in value of the real estate portfolio, as well as the dividend payment for the 2018 financial year.

The EPRA NNNAV per share amounted as at 31 December 2019 to € 21,14 compared to € 19,49 as at 31 December 2018.

Table 4: EPRA Net Initial Yield (NIY) and EPRA topped-up NIY

in thousands € 31.12.2019 31.12.2018
Investment properties and properties held for sale 892.813 866.504
To be excluded:
Development projects intended for lease 33.300 5.615
Real estate properties available for lease 859.513 860.889
To be added:
Estimated transaction rights and costs resulting from the hypothetical disposal of
investment properties
30.214 28.401
Investment value of properties available for lease - including real estate held
by right of use (B)
889.727 889.290
Annualised gross rental income 59.438 62.004
To be excluded:
Property charges* -7.141 -7.090
Annualised net rental income (A) 52.297 54.914
Adjustments:
Rent expiration of rent free periods or other lease incentives 2.075 1.631
Annualised 'topped-up' net rental income (C) 54.372 56.545
(in %)
EPRA NET INITIAL YIELD (A/B) 5,9% 6,2%
EPRA 'TOPPED-UP' NET INITIAL YIELD (C/B) 6,1% 6,4%

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

The EPRA Net Initial Yield and the EPRA topped-up Net Initial Yield decreased as at 31 December 2019 compared to 31 December 2018 as a result of the divestments in 2019 and an increase in fair value of the existing logistics portfolio as a result of the sharpening of the yields in the logistics segment.

Table 5: EPRA vacancy rate

Segment Leasable space Estimated
rental value
(ERV) on
vacancy
Estimated
rental value
(ERV)
EPRA
vacancy
(in thousands
m²)
(in thousands
€)
(in thousands
€)
(in %) (in %)
31.12.2019 31.12.2018
Offices 238 3.049 30.233 10% 12%
Logistics real estate
Belgium
474 1.199 20.405 6% 3%
Logistics real estate
the Netherlands
234 0 11.654 0% 0%
Total real estate proper
ties available for lease
946 4.248 62.292 7% 7%

The EPRA vacancy percentage as at 31 December 2019 remained stable. The EPRA vacancy percentage of the office portfolio decreased by 2% points as a result of the new leases and expansions in Mechelen. In the logistics portfolio, the EPRA vacancy percentage increased by 3% points in Belgium, mainly due to the departure of tenant Fiege in Puurs. There is no vacancy in the logistics portfolio in the Netherlands.

Table 6: EPRA cost ratios

in thousands € 31.12.2019 31.12.2018
Administrative and operational expenses (IFRS) 10.252 8.366
Rental-related expenses 166 53
Recovery of property charges -707 -729
Costs payable by tenants and borne by the landlord for rental damage
and refurbishment
774 529
Other rental-related income and expenses -1.198 -606
Property charges 7.529 6.394
General costs 3.777 2.749
Other operating income and costs -89 -24
To be excluded:
Compensations for leasehold estate and long-lease rights -8 -12
EPRA costs (including vacancy costs) (A) 10.244 8.353
Vacancy costs -672 -587
EPRA costs (excluding vacancy costs) (B) 9.572 7.766
Rental income less compensations for 66.135 47.907
leasehold estate and long-lease rights (C)
(in %)
EPRA cost ratio (including vacancy costs) (A/C) 15,5% 17,4%
EPRA cost ratio (excluding vacancy costs) (B/C) 16,6% 16,2%

The EPRA cost ratio as at 31 December 2019 decreased compared to 31 December 2018 as a result of the termination indemnity received from tenant Medtronic. Without taking into account the termination indemnity received from Medtronic, the EPRA cost ratio remains at the same level.

Table 7: EPRA net rental income on steady comparison base

in thousands € 31.12.2019 31.12.2018
Segment Unchanged
composition of the
portfolio over two
years
Acquisi
tions &
develop
ments
Divest
ments
Total
net rental
income
Unchanged
composition of the
portfolio over two
years
Evolution
in net
rental
income
Evolution
in net
rental
income
(in %)
Offices 21.350 4.274 0 25.624 20.161 1.189 6%
Changes pursuant to indexation 355 2%
Changes in the occupancy rate 536 3%
Changes pursuant to renegotiation with current tenants or new tenants 58 0%
Changes to compensation for received indemnities 115 1%
Greenhouse changes 137 1%
Other changes -12 0%
Logistics 21.646 10.474 8.399 40.519 21.089 557 3%
Changes pursuant to indexation 374 2%
Changes in the occupancy rate 347 2%
Changes pursuant to renegotiation with current tenants or new tenants -71 0%
Changes pursuant to reduction on temporary availability agreement 0 0%
Changes to compensation for damages received 0 0%
Other changes -93 0%
TOTAL RENTAL INCOME for
unchanged composition
42.996 14.748 8.399 66.143 41.250 1.746 4%
Reconciliation with consolidated net rental income
Rental-related expenses -166
NET RENTAL INCOME 65.977

The above table shows the change in the EPRA rental income in an unchanged composition of the portfolio. This means that the additional rental income received as a result of the acquisition of seven logistics buildings and one office building in 2018 and the rental income of the three logistics sites that were divested in 2019 are not included in the comparison basis. Neither has the additional rental income as a result of the acquisition of three logistics buildings or the completion of the project in Greenhouse BXL in 2019 been taken into account.

The like for like of the EPRA rental income shows an increase of 6% in the office portfolio. This is mainly a result of new leases in vacant spaces in, among others, Mechelen Campus and Intercity Business Park during the course of 2018 and 2019 and the indexation of the existing agreements. The like-for-like of the EPRA rental income in the logistics portfolio shows an increase of 3%, as a result of the indexation of the current lease agreements and leases in Boom and Mechelen Oude Baan, partly compensated by additional vacancy in Puurs.

in thousands € 31.12.2019 31.12.2018
Offices Logistics Offices Logistics
Acquisition of investment properties 0 23.953 33.723 111.715
Investments in development projects 0 29.594 0 3.828
Acquisition of shares in real estate
companies
0 0 0 37.190
Divestments of investment properties 0 -57.665 0 0
Like-for-like portfolio* 6.803 1.317 9.158 1.089
Total 6.803 -2.801 42.881 153.822

Table 8: EPRA investment expenses on steady comparison base

* The investment expenses mentioned in the 'Like-for-like portfolio' relate to investments and expansions in buildings owned by the company as at 31 December 2019.

In the logistics portfolio, two logistics sites in the Netherlands were purchased in 2019 for an amount of € 24 million. € 30 million was invested in project developments, mainly in Genk Green Logistics, Gold Forum (NL) and Roosendaal Braak (NL). The logistics sites in Aartselaar, Houthalen and Oudsbergen, with a fair value of € 58 million, were also divested.

The investment expenses of € 6,8 million in the existing office portfolio mainly related to expenses relating to the redevelopment of Greenhouse BXL. In the logistics portfolio, € 1,3 million was invested in the existing portfolio, the majority of which was for the Belgian portfolio.

7. Outlook for 2020

Permanent changes in the real estate and fi nancial markets are the reason why Intervest carefully monitors its strategy and approach every year and refi nes it without aff ecting its the essence.

Intervest continued to implement its investment strategy in 2019 and, in doing so, paid attention to growth in addition to creating land reserves and rotating the assets of logistics sites and offi ce buildings that are not adequately aligned with the future characteristics of the market.

In 2020 and 2021 Intervest will continue to pursue this approach unabated with the reorientation of its offi ce portfolio and the expansion of the logistics real estate portfolio.

Investments and development potential

In 2020 Intervest will continue to pursue growth, paying attention to creating value, both in the existing real estate portfolio and in new acquisitions and developmen projects.

In view of the great interest by investors in the logistics investment market and the relatively high prices in consequence of this, acquisitions in the logistics portfolio will consist of a healthy mix of "more expensive" fully completed buildings with high-quality tenants having long-term lease agreements and developments of real estate sites, which may or may not be fully leased in advance, just like in 2019. The latter generate a higher

yield in the portfolio, in which case, of course, the accompanying building and development risks will be closely monitored.

To achieve these developments, Intervest will set up land reserves, primarily in the vicinity of its already existing clusters in Belgium and the Netherlands.

Recent developments in the logistics landscape, such as last-mile urban distribution and impact on the climate, off er opportunities for developing logistics sites that take this into account.

The ratio of the two real estate segments in the portfolio as at 31 December 2019 amounted to 61% logistics real estate and 39% offi ce buildings. In future the growth of the real estate portfolio will be realised primarily in the logistics real estate, both in Belgium and in the Netherlands. However, the offi ce buildings will always constitute an essential part of the portfolio.

As at 31 December 2019 Intervest had two development projects in the Netherlands (see 1.3). Gold Forum, the project in Eindhoven, has since been delivered as at 30 January 20201 . This involves an extremely sustainable development of 21.000 m², adjacent to Silver Forum, the site that Intervest has had in its portfolio since June 2018. The project development in Roosendaal Borchwerf I, a logistics complex consisting of 24.100 m² of storage space, 3.200 m² of mezzanine and 600 m² of offi ces, will be delivered in the course of 2020.

1 See press release dated 30 January 2020: "Intervest acquires the prominent logistics building Gold Forum in Eindhoven".

The Genk Green Logistics project, which will contribute significantly to the future realisation of Intervest's growth plan, will be further developed in 2020. Intervest will continue to commercialise the site of a total of 250.000 m² of logistics real estate, which is in full swing. The new construction of a first state-of-the-art logistics building of 25.000 m² started at the beginning of 2020 and will be completed in the course of 2020.

In the course of the first quarter of 2020, Intervest acquired a portfolio of three existing buildings and an option on a land position in Venlo1 , the Netherlands. This land position can be used to develop a logistics site in the future.

With regard to the office portfolio, Intervest will only invest opportunistically in office buildings if the initial yield is attractive enough and the buildings provide the possibility of implementing the Greenhouse concept. Specific existing Intervest office buildings can in future also be converted into multi-tenant buildings with a service-targeted approach. In this way, Intervest continues its strategy of reorienting the office buildings into service-targeted inspiring working environments where working is an experience.

Smaller, single, non-optimal or outdated office buildings where no Greenhouse concept is possible will be divested if sufficiently interesting opportunities to do so arise. Intervest also keeps the options open to divest logistics properties that are not adequately suited for the current and future logistics market requirements of logistics players. After all, regular divestment is necessary to further improve the quality of the assets and to continuously rejuvenate the real estate portfolio. Growth is important, but not at the expense of the yield.

Rental activity

The occupancy rate of the Intervest real estate portfolio was 93% as at 31 December 2019, 90% for the office buildings and 96% in the logistics portfolio.

Increasing tenant retention by extending the duration of the lease agreem continues to be the key challenge in the area of asset management, as does further stabilising and possibly improving the occupancy rate in both segments. In 2019, Intervest learned that its tenant PwC will leave the Woluwe Garden office building by the end of 2021. With the successful repositioning of Greenhouse BXL, Intervest has already proved that any departure of a major tenant does not necessarily need to be negative.

During the course of 2020, Intervest will further examine the future possibilities for this building, regarding both the redevelopment into a Greenhouse hub and divestment.

The evolution in the occupancy rate in the logistics segment will depend on matters such as the changes on the site in Herentals. Tenant Nike Europe Holding has decided not to renew the current provision agreement of 40.000 m², which expires partly in 2020 and partly in 2021. The annual rent for Nike Europe Holding represents 4% of Intervest's total contractual rental income. The marketing of this prime location (along the E313) is fully under way. The property can also be divided into pieces measuring 10.000 m².

Financing

In accordance with Intervest's financing policy, the further growth of the real estate portfolio will be financed by a balanced combination of borrowed capital and own equity. In this regard, the debt ratio will remain within the strategic range of 45%- 50% unless a distinct overheating of the logistics real estate market causes the fair value of the real estate portfolio to rise substantially. As a safety precaution, the range will be adjusted downwards to 40-45%.

At the end of 2019 Intervest had a buffer of € 186 million of non-withdrawn credit lines available. € 33 million in credit lines will mature in the first quarter of 2020. The non-withdrawn credit lines will continue to finance development projects, future acquisitions and dividend payments in May 2020.

To guarantee the company's further growth, issues of debt instruments and share issues for financing purposes will be examined and, where possible, will always be geared towards the real estate investments pipeline.

EPRA earnings and gross dividend

The gross dividend of € 1,53 per share for the 2019 financial year will be presented to the general meeting of shareholders as at 29 April 2020. Without taking into account the one-off indemnity received from tenant Medtronic, the EPRA earnings per share amounted to € 1,68 in 2019.

Due to the asset rotation of the real estate portfolio, Intervest expects a limited growth of the EPRA earnings per share for financial year 2020. Intervest expects a gross dividend for financial year 2020 at the same level as for financial year

2019, namely € 1,531 per share. This means a gross dividend yield of 6,0% based on the closing rate of the share as at 31 December 2019, which amounted to € 25,60 and gives an average payout ratio of approximately 91% of the expected EPRA earnings. This planned gross dividend can be increased if the circumstances relating to the planned investments and/or additional leases in the real estate portfolio, which lead to a further increase in the EPRA earnings, make it possible and expedient.

Sustainability

Also in 2020, Intervest focuses on sustainability in managing its properties and in conducting its own operations and it pays additional attention to the '5 Ps for sustainable enterprise', Planet, Peace, Partnership, Prosperity & People: attention for the environment, a care-free society, good understanding, technological progress and a healthy living environment.

Since 2009, Intervest has been systematically certifying the environmental performance of its buildings step by step, based on the internationally recognised 'BREEAM-In-Use' assessment method. In 2019, Intervest checked which existing certifi cates were to be renewed and what actions needed to be taken to certify buildings not yet certifi ed. Intervest will further implement these actions in 2020, which will cause 21% of the buildings to be certifi ed at least as 'BREEAM Very Good' in the fi rst half of 2020.

Every eff ort is being made to achieve a 'BREEAM Very Good' classifi cation for new construction building projects in the Netherlands in which Intervest was involved from the start of the construction works already, such as in Braak Roosendaal or Gold Forum Eindhoven. In 2019 Intervest already arranged for the rental of roof surface area on seven Dutch logistics sites to be equipped with photovoltaic installations, four of which were already installed at the end of 2019. In 2020, Intervest will continue to examine which roofs are suitable to accommodate photovoltaic installations and the total surface area of solar panels on Intervest roofs will increase even further.

In 2020, Intervest will also cooperate in Flux50, the joint venture between the Flemish government, the research sector and industry to make Flanders a 'smart energy region'. Together with, among others, Quares, Engie and Continental, Intervest forms part of the business consortium that is setting up a 'testing ground' on the Mechelen Campus offi ce site and its immediate vicinity to analyse whether a smart grid environment can be implemented in the longer term for exchanging power with one another.

With its Greenhouse formula, Intervest focuses on the community events in all Greenhouse locations between co-workers, tenants of serviced offi ces and traditional offi ces, as well as employees from the surrounding offi ces. The community events in the three Greenhouse locations will be further reinforced in 2020 by, for example, referring to the app that announces Greenhouse activities and that also serves as a CRM tool that functions to establish contact with new business relations. There is the further intention of expanding the co-working community, with interchangeability of workplaces with other providers at locations where Intervest does not off er co-working.

  • 1 Subject to approval by the annual general meeting to be held in 2021.
  • 2 Intervest Offi ces & Warehouses is a regulated real estate company with a legal distribution obligation of at least 80% of the EPRA earnings, adjusted to non-cash fl ow elements. The gross dividend will always amount to a minimum of 80% of this sum, meaning that the RREC will always fulfi l its legal obligations.
  • 3 Partnership with Bar d'Offi ce co-working network. More information on the various locations throughout Flanders and Brussels can be found at www.bardoffi ce.eu/locations.

Report on the share

    1. Stock market information
    1. Dividend and shares
    1. Shareholders
    1. 2020 Financial calendar

Greenhouse Antwerp

1. Stock market information

Intervest Offi ces & Warehouses (referred to hereafter as '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 has been listed at the Brussels stock exchange for 20 years.

1.1. Evolution of the share price over 3 years

The share of Intervest closed the fi nancial year as at 31 December 2019 at a share price of € 25,60, compared to € 20,60 as at 31 December 2018.

The average share price of fi nancial year 2019 amounted to € 24,93 compared to € 21,69 in the fi nancial year 2018. The share's lowest closing price was € 20,60 (as at 2 January 2019) and its highest closing price was € 28,40 (as at 19 November 2019).

1.2. 2019 stock exchange performance compared to BEL 20

On average, the share of Intervest performed better than the BEL 20 in 2019.

The ex dividend date for the dividend covering financial year 2018 was as at 3 May 2019.

As at 31 December 2019, the market capitalisation of Intervest amounted to € 631 million.

1.3. Premium of the share price with

The share of Intervest recorded an average premium of 24% compared to the net value (fair value) and 21% with regard to the EPRA NAV during financial year 2019.

The premium as at year end 31 December 2019 amounted to 20% compared to the net value (fair value) and 17% with regard to the EPRA NAV. The net value includes the dividend for the 2019 financial year.

1.4. Comparison of Intervest with

During 2019, the performance of the Intervest share was lower than the FTSE EPRA/NAREIT Eurozone and the analogous performance in terms of the FTSE EPRA/NAREIT Belgium/Luxembourg index was average.

1.5. Traded volume Intervest

The traded volumes in 2019 were at a higher level than in 2018 with an average of 27.295 shares a day (an average of 18.094 a day). Based on the weighted average number of shares, the turnover rate of the Intervest share is 28% as compared to 19% in 2018.

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

2. Dividend and shares

The share price of an Intervest share was € 25,60 as at 31 December 2019, which means the shareholders were offered a gross dividend return of 6,0%.

NUMBER OF SHARES 31.12.2019 31.12.2018 31.12.2017
Number of shares at the end of the period 24.657.003 24.288.997 18.405.624
Number of shares entitled to dividend 24.657.003 24.288.997 17.740.407
Free float (%) 85% 85% 83%
STOCK MARKET INFORMATION 31.12.2019 31.12.2018 31.12.2017
Highest closing share price (€) 28,40 22,96 24,27
Lowest closing share price (€) 20,60 19,74 21,86
Share price on closing date (€) 25,60 20,6 22,49
Premium to net value fair value (%) 20% 5% 15%
Average share price (€) 24,93 21,69 22,85
Number of shares traded per year 6.960.147 4.595.938 2.898.600
Average number of shares traded per day 27.295 18.094 11.323
Share turnover rate (%) 28,2% 19,0% 15,7%
DATA PER SHARE (€) 31.12.2019 31.12.2018 31.12.2017
Net value (fair value)** 21,25 19,62 19,52
Net asset value EPRA 21,79 19,88 19,62
Market capitalisation (million) 631 500 414
Pay-out ratio (%) 80% 86% 91%*
Gross dividend 1,53 1,40 1,40
Percentage withholding tax (%) 30% 30% 30%
Net dividend 1,0710 0,9800 0,9800
Gross dividend yield (%) 6,0% 6,8% 6,2%
Net dividend yield (%) 4,2% 4,8% 4,3%

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

* For financial year 2017 the pay-out ratio was still calculated on the basis of the statutory EPRA earnings per share counting the number of shares entitled to dividend.

3. Shareholders1

As at 31 December 2019, the following shareholders' structure was known to the company.

Surname Number
of shares
Date
of transparency
notifications
% on trans
parency
notifica
tion 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 Munich, Germany
1.563.603 4 April 2019 6,44%
Allianz SE 0
Allianz Benelux S.A. 1.563.603
Patronale Group NV
Belliardstraat 3, 1040 Brussels
826.994 6 September 2018 4,38%
Patronale Group NV 309
Patronale Life NV 826.685
Degroof Petercam Asset Management S.A.
Guimardstraat 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 18.559.294
TOTAL 24.657.003

1 Number of shares based on the transparency notifications received until 31 December 2019 inclusive. Notified changes can be consulted at www.intervest.be/nl/shareholders-structure.

The free float of the share of Intervest was 85% as at 31 December 2019.

Transparency notifications in 2019

Intervest received a transparency notification from Degroof Petercam Asset Management nv as at 19 March 2019, in which it stated that the statutory threshold of 3%, the lowest threshold, had been exceeded. At that moment it became apparent that it held 3,18% of the shares as a result of acquisitions or transfers of Intervest voting shares or voting rights.

As at 4 April 2019, Intervest received a transparency notification from Allianz SE showing that it holds 6,44% of the voting rights as a result of the acquisition or transfer of control over a company that holds a participation in an issuer and the acquisition or transfer of voting securities or voting rights, and thus exceeded the notification threshold of 5%.

Intervest received a third and last transparency notification from the Federal Participation and Investment Company (SFPI/FPIM) nv as at 20 August 2019. It appears from this that, through Belfius Group, it holds 9,90% of Intervest's voting rights as a result of (the acquisition or) the transfer of voting securities or voting rights, and thus undermines the notification threshold of 10%.

The complete notifications as well as the shareholders' structure may be consulted on the website of Intervest 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 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.

Besides the legal threshold 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 these notifications in the context of transparency reporting was last amended as at 20 May 2019 as a result of the capital increase with irreducible priority allocation rights and the accompanying issue of 368.006 new shares.

4. 2020 Financial calendar

Any changes to the financial calendar that might be required will be disclosed in a press release on the company website, www.intervest.be.

Property report

    1. Composition of the portfolio
    1. Overview of the portfolio
    1. Valuation of the portfolio by property experts
    1. Description of the logistics properties
    1. Description of the offi ce portfolio

1. Composition of the portfolio

The activities and results of Intervest depend, in part, on the evolution of the general economic climate. 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 the results of Intervest is, however, mitigated by the composition of the portfolio, the duration of the lease agreements, the risk spread among tenants and the quality of tenants, the sectoral spreading of the portfolio and the location and quality of the buildings.

The operating and property management of all Intervest's buildings takes place on an internal basis1 in order to insure a consistent and reliable relationship with clients. Thanks to the know-how of its own asset and property management teams, being exclusively at the service of the clients-tenants, the strategy is implemented in all investment segments. The company can rely on internal commercial, accounting, financial, human resources and communications services.

1.1. Real estate portfolio as at 31 December 2019

As at 31 December 2019, the investment properties of Intervest consisted of € 860 million real estate properties available for lease. In addition, the investment properties also contain € 33 million of development projects in the form of land reserves or buildings under construction that do not yet generate rental income on the balance sheet date.

Real estate properties available for lease

Herentals - Schrauwen Sanitair & Verwarming

The leasable surface area of the real estate portfolio as at 31 December 2019 amounted to 945.595 m². This is a drop of 77.353 m² or 8% compared to yearend 2018 as a result of the divestment of three logistics sites in the second half of 2019 (Aartselaar, Houthalen and Oudsbergen), but is partially compensated by the purchase of two logistics sites in the Netherlands (Nijmegen and Roosendaal).

As at 31 December 2019 the real estate portfolio has a leasable surface area of 945.595 m2 (1.022.948 m2 as at 31 December 2018).

1 With the exception of the property management at Mechelen Campus, which is carried out by Quares Property and Facility Management, and for the Dutch properties, which is carried out by Storms International Property Services.

Buildings Construction/renovation

Logistics real estate available for lease in Belgium

Antwerp - Limburg - Liège 232.406 99%

Aarschot - Nieuwlandlaan 321 - 3200 Aarschot
Herentals Logistics 1 - Atealaan 34b - 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
Wommelgem - Koralenhoeve 25 - 2160 Wommelgem

year and extension

Year of most recent important Leasable space (m2) Occupancy rate*

(%)

A/B

Intervest investment

Antwerp - Ghent - Lille 37.944 100%

Ghent - Eddastraat 21 - 9042 Ghent 2018 N/A 37.944 100%

Antwerp - Brussels - Nivelles
Boom - Industrieweg 18 - 2850 Boom 2015
Duffel - Stocletlaan 23 - 2570 Duffel 1998
Mechelen 1 - Oude Baan 12 - 2800 Mechelen 2004
Mechelen 2 - Dellingstraat 57 - 2800 Mechelen 1998-2010
Puurs - Koning Leopoldlaan 5 - 2870 Puurs 2001
Schelle - Molenberglei 8 - 2627 Schelle 1993-2016
Wilrijk 1 - Boomsesteenweg 801-803 - 2610 Wilrijk 2013
Wilrijk 2 -Geleegweg 1-7 - 2610 Wilrijk 1989-2017
Huizingen - Gustave Demeurslaan 69-71 - 1654 Huizingen 1987-1993
Merchtem - Preenakker 20 - 1785 Merchtem 1992-2002
Zellik - Brusselsesteenweg 464 - 1731 Zellik 1994-2008

Total Logistics real estate available for lease in Belgium 474.184 94%

Logistics real estate available for lease in the Netherlands

Eindhoven Silver Forum - Flight Forum 1800-1950 - 5657 EZ Eindhoven 2.002 N/A 28.695 100%

Nijmegen - De Vlotkampweg 67-71 - 6545 AE Nijmegen 1988-2002 N/A 19.159 100%

Raamsdonksveer 1 - Zalmweg 37 - 4941 SH Raamsdonksveer 2.010 N/A 20.653 100%

Raamsdonksveer - Zalmweg 41 - 4941 SH Raamsdonksveer 2002 N/A 38.573 100%

Raamsdonksveer - Steurweg 2 - 4941 VR Raamsdonksveer 1980-2008 N/A 14.581 100%

Roosendaal 2 - Leemstraat 15-23 Boerkensleen 23a - 4705 RT Roosendaal 1975-2012 N/A 38.162 100%

Roosendaal 3 - Blauwhekken 2 - 4751 XD Roosendaal 2019 N/A 18.029 100%

Tilburg 1 - Kronosstraat 2 - 5048 CE Tilburg 2004-2011 N/A 13.309 100%

Tilburg 2 - Belle van Zuylenstraat 10-12 - 5032 MA Tilburg 1997 - 2019 N/A 28.493 100%

Vuren - Hooglandseweg 6 - 4214 KG Vuren 2018 N/A 14.020 100%

Total Logistics real estate available for lease in the Netherlands 233.674 100%

TOTAL LOGISTICS REAL ESTATE AVAILABLE FOR LEASE 707.858 96%

Occupancy rate* Leasable Year of most recent Construction/renovation
(%) space important year and extension
(m2) Intervest investment
A/B
99% 232.406
100% 14.602 N/A 2005
91% 17.346 N/A 2011
100% 50.912 N/A 2012
100% 12.123 N/A 2017
100% 55.468 N/A 2000-2017
100% 12.159 N/A 2004
100% 33.955 N/A 2007-2013
100% 11.660 N/A 1995
100% 24.181 2019 1998-2018
100% 37.944
100% 37.944 N/A 2018
87%
203.834
100% 24.871 N/A 2015
100% 23.386 N/A 1998
100% 15.341 2019 2004
7.046 N/A 1998-2010
43.534 N/A 2001
8.317 2019 1993-2016
5.364 N/A 2013
100%
40%
95%
100%
100%
24.521 N/A 1989-2017
17.548 N/A 1987-1993
100%
100%
100% 7.269 N/A 1992-2002
26.637 N/A 1994-2008

Logistics real estate available for lease in Belgium

Logistics real estate available for lease in the Netherlands

Total Logistics real estate available for lease in Belgium 474.184 94%

100% 28.695 N/A 2.002
100% 19.159 N/A 1988-2002
100% 20.653 N/A 2.010
100% 38.573 N/A 2002
100% 14.581 N/A 1980-2008
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% 14.020 N/A 2018
100% 233.674
96% 707.858

* The occupancy rate is calculated as the ratio of the estimated rental value of the leased space and the estimated rental value of the total portfolio.

Buildings Construction/renovation

Offices available for lease in Belgium

Antwerp 28.006 84%

Aartselaar - Kontichsesteenweg 54 - 2630 Aartselaar 2000 2016 4.140 100%

Gateway House - Brusselstraat 59/Montignystraat 80 - 2018 Antwerp 2002 2016 11.172 67% Greenhouse Antwerp - Uitbreidingstraat 66 - 2600 Berchem 2016 N/A 5.763 98%

year and extension

Year of most recent important Leasable space (m2) Occupancy rate*

(%)

A/B

Intervest investment

De Arend - Prins Boudewijnlaan 45-49 - 2650 Edegem 1997 N/A 6.931 90%

Brussels 56.793 94%

Greenhouse BXL - Berkenlaan 7, 8a and 8b - 1831 Diegem 2018 N/A 20.262 88%

Inter Access Park - Pontbeekstraat 2 & 4 - 1700 Dilbeek (Groot-Bijgaarden) 2000 2014 6.392 95%

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 3.628 100%

Mechelen 125.911 87%

Intercity Business Park - Generaal De Wittelaan 9-21 - 2800 Mechelen 1993 - 1999 / 2016 2019 54.190 86%

Mechelen Business Tower - Blarenberglaan 2C - 2800 Mechelen 2001 2014 13.574 86%

Mechelen Campus - Schaliënhoevedreef 20 A-J en T - 2800 Mechelen 2000 - 2005 2012 - 2015 58.147 89%

Leuven 27.027 98%

Ubicenter - Philipssite 5 - 3001 Leuven 2001 N/A 27.027 98%

TOTAL OFFICES AVAILABLE FOR LEASE 237.737 90%

TOTAL REAL ESTATE available for lease 945.595 93%

Occupancy rate* Leasable Year of most recent Construction/renovation
(%) space important year and extension
(m2) Intervest investment
A/B
84% 28.006
100% 4.140 2016 2000
67% 11.172 2016 2002
98% 5.763 N/A 2016
90% 6.931 N/A 1997
94% 56.793
88% 20.262 N/A 2018
95% 6.392 2014 2000
86% 2.830 2005 1994
100% 23.681 2014 2000
100% 3.628 N/A 2002
87% 125.911
86% 54.190 2019 1993 - 1999 / 2016
86% 13.574 2014 2001
89% 58.147 2012 - 2015 2000 - 2005
98% 27.027
27.027 N/A 2001
90% 237.737
945.595

Offices available for lease in Belgium

* The occupancy rate is calculated as the ratio of the estimated rental value of the leased space and the estimated rental value of the total portfolio.

Future development potential

In addition to the real estate available for rental, Intervest has a future development potential, which is recorded at cost price under development projects in the balance sheet. In addition to the ongoing developments under construction in the Netherlands (Roosendaal and Eindhoven) that will be delivered in 2020, the project developments at the end of 2019 also include land reserves held for future developments.

Besides the 250.000 m² of land reserve that the company had on the former Ford site in Genk, it also has a remaining reserve of land of approximately 8.000 m2 on its site Herentals Logistics 3, which offers an additional possibility of expansion for an extra warehouse. In the course of the third quarter of 2019, Intervest purchased a site in Den Bosch (the Netherlands) with a view to creating a land reserve for later development.

As at 31 December 2019, the company has the following land reserves in the logistics portfolio:

Location Surface area site (m²) Potential leasable surface
area (m²)
Antwerp - Limburg - Liège 431.000 258.000
Herentals Logistics 3 11.000 8.000
Genk Green Logistics (phases 1 through 5) 420.000 250.000
The Netherlands 11.000 8.500
Den Bosch 11.000 8.500
TOTAL 442.000 266.500

1.2. Evolution of fair value of the real estate portfolio

46% growth in portfolio since 2016, i.e. 13% CAGR.

As at 31 December 2019, the fair value of the real estate portfolio amounted to € 893 million of which 61% consists of logistics buildings and 39% of offices.

1.3. Nature of the portfolio1

Since the change in shareholders' structure in 2016, the focus on logistics properties has increased by a shift of 12% points from the office portfolio towards logistics properties as a result. Intervest nevertheless still wishes to retain an essential share in the office segment.

Segment Fair value Contractual rent Share of
portfolio
Acquisition
value*
Insured
value
(€ 000) (€ 000) (%) (€ 000) (€ 000)
Offices available for rent 350.069 28.339 39% 344.500 412.275
Logistics properties available for
lease in Belgium
315.099 21.665 36% 282.311 233.395
Logistics properties available for
lease in the Netherlands
194.345 11.509 22% 174.718 142.258
Real estate properties available
for lease
859.513 61.513 97% 801.528 787.928
Logistics reserve of land 11.781 N/A 1% 11.781 N/A
Projects under construction 21.518 N/A 2% 21.518 N/A
TOTAL 892.812 N/A 100% 834.827 787.928

* Including activated investments.

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

1.4. Geographical spread of the portfolio1

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

1 Percentages based on the fair value of the investment properties as at 31 December 2019.

Logistics real estate

The logistics segment of the portfolio in Belgium is located on the Antwerp - Brussels - Nivelles (24%), Antwerp - Limburg - Liège (31%) and Antwerp - Ghent -- Lille (5%) axes. In the Netherlands (40%), the portfolio focuses on the Moerdijk - 's Hertogenbosch - Nijmegen (A59), Bergen-op-Zoom - Eindhoven - Venlo (A58/A67) and Rotterdam - Gorinchem - Nijmegen (A15) axes.

Offi ces

The offi ce segment of the portfolio focuses on the central cities of Antwerp (12%), Mechelen (51%), Brussels (26%) and Leuven (11%) and is located both in the city centre and on campuses outside the city.

1.5. Sectoral spread of the portfolio1

Logistics real estate

Approximately 39% of the logistics portfolio is let to companies from outside the logistics sector, which improves the stability of the rental income, especially in periods with a less favourable economic situation.

Offi ces

The tenants are well spread over diff erent economic sectors, which reduces the risk of vacancy in case of fl uctuations of the economy which could hit some sectors more than others.

1 Percentages based on the contractual rents.

1.6. Occupancy rate

The occupancy rate of the total Intervest real estate portfolio remained stable at 93% as at 31 December 2019.

For the office portfolio, the occupancy rate increased by 2% points to 90% as at 31 December 2019, mainly as a result of new leases and expansions in Mechelen.

The occupancy rate of the logistics portfolio fell by 2% points to 96% as at 31 December 2019 (98% as at the end of 2018), mainly as a result of the departure of tenant Fiege in Puurs in the fourth quarter of 2019. Given the strategic high visibility location of this site and the current interest in this region, various discussions with potential tenants are ongoing and Intervest is considering the future possibilities of this building.

Stable occupancy rate: 93%

Occupancy rate follows the economic cycle

The average occupancy rate of the Intervest real estate portfolio over the 15-year period from 2005 until 2019 was 89% with a maximum of 94% (as at 31 December 2008) and with a minimum of 82% (as at 31 December 2005).

The occupancy rate of both the logistics portfolio and of the office portfolio is currently at the top of the historical range.

1.7. 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.

The largest complex is Mechelen Campus with a surface area of 58.147 m² but it is made up of eleven separate buildings. Woluwe Garden and Intercity Business Park are also complexes consisting of different buildings.

1.8. Risk spread by tenants2

The ten biggest tenants represent 35% of the rental income. These are all prominent companies in their sector which often form part of international groups. 15% of the top tenants are part of the office segment and 20% fall under the logistics segment.

Without taking into account the flex workers, Intervest rental income is spread across 228 different tenants, which limits the debtor's risk and improves the stability of the income.

1 Percentages based on the fair value of the investment properties as at 31 December 2019.

2 Percentages based on the contractual rents.

PricewaterhouseCoopers tenant in Woluwe Garden, which represents 5% of the contractual rental income, will leave the site as at 31 December 2021. As previously communicated, the future possibilities for this building, regarding both the redevelopment into a Greenhouse hub and divestment or reconversion, are currently being further examined. With the successful repositioning of Greenhouse BXL, Intervest has already proved that any departure of a major tenant does not necessarily need to be negative.

With regard to Nike Europe Holding, a tenant representing 4% of the contractual rental income and the availability of which is due partly in 2020, partly in 2021, the commercialisation of this state-of-the-art site with a high profile location along the E313 Antwerp-Liège is ongoing. The property can also be divided into pieces measuring 10.000 m², which will facilitate leasability.

1.9. Duration of lease agreements in portfolio1

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

As at 31 December 2019, the average remaining duration of agreements in the entire portfolio was 4,3 years, compared to 4,6 years as at 31 December 2018.

Final expiry dates of the lease agreements in the entire portfolio

The final expiry dates of Intervest's lease agreements are well-spread out over the coming years. Based on the contractual annual rent, 9% of the agreements have a final expiry date in 2020.

4% of the agreements that reach their final expiry date in 2020 are agreements in the office segment. These are often smaller agreements, mainly in Mechelen, for which a number of agreements are expected to be extended and where any spaces that have become vacant can be filled quickly.

The 5% of agreements that will reach their expiry date in the logistics segment in 2020 are all agreements in the Belgian logistics portfolio. Of these, the end of the first part of Nike Europe Holding (4%) is the largest.

Next expiry dates of the agreements in the entire portfolio

The graph gives the first 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 lease agreements can be terminated after three years, as is often common practice, however.

The graph shows the hypothetical scenario as at 31 December 2019 in which every tenant terminates its lease agreement on the next interim expiry date. This is a worst-case scenario; on average, the tenants who vacated in 2019 only gave notice after a lease period of 9 years (8 years for the tenants who vacated in 2018). The tenants in the office segment who vacated in 2019 stayed with Intervest for an average of 12 years.

Offices

For the offices, the average remaining lease period duration until the next expiry date (WALL) amounted to 3,1 years as at 31 December 2019, as compared to 3,5 years as at 31 December 2018.

For large office tenants (above 2,000 m2), which comprise 65% of the overall remaining rental income flow, and which therefore have a great impact on Intervest's results, the next expiry date (as at 1 January 2020) is, on average, after 3,2 years, compared to 3,8 years at the end of December 2018.

In the office segment, the traditional 3/6/9 contract still remains the norm, but longer durations or penalty clauses are no exception when taking a first termination.

As at 31 December 2019, the average remaining duration of lease agreements in the office portfolio was 3,1 years as compared to 3,5 years as at 31 December 2018.

Logistics real estate

For the logistics properties, the average lease period duration until the next expiry date amounted to 5,3 years as at 31 December 2019, as compared to 5,5 years as at 31 December 2018.

In the logistics portfolio in Belgium, the WALB was 3,2 years, whereas it amounted to 3,8 as at 31 December 2018. In the Dutch logistics portfolio, the WALB decreased from 10,1 years to 9,3 years as at 31 December 2019.

Unlike in the Netherlands, current Belgian market conditions often make it difficult to conclude longer fixed-term agreements with tenants. For example, the large third-party logistics players often want a great deal of flexibility and they ask for agreements having short-term expiry dates or open-ended agreements that can be permanently terminated on condition that a few months' advance notice is duly respected.

For the logistics portfolio, the average duration of the agreements is 5,3 years as at 31 December 2019 as compared to 5,5 years as at 31 December 2018.

Average retention of the portfolio in 20191

In 2019, 10% of the annual rental income in the entire portfolio (49 agreements) reached an expiry date. This could be an interim or a final expiry date. 8% (37 agreements) have not been terminated, have been extended or renewed, 2% (12 agreements) have effectively reached a final expiry date. On average, the tenants who vacated in 2019 only gave notice after a lease period of 9 years (8 years in 2018).

In the office segment, 5% (41 agreements) reached an interim or final expiry date in 2019. Of these, 4% (31 agreements) were not terminated, extended or renewed and 1% (10 agreements) actually reached the final expiry date. These are mainly agreements in Mechelen and Edegem, for which the tenants remained Intervest's tenants for an average of 12 years.

In the logistics segment as well, 5% (8 agreements) reached an interim or final expiry date in 2019. Of these, 3% (6 agreements) were not terminated, extended or renewed. 2% (2 agreements) effectively reached a final expiry date. This mainly concerns the departure of tenant Fiege in Puurs. The tenants that left the logistics segment in 2019 remained tenants with Intervest for an average of 9 years.

Of the agreements that effectively reached their final expiry date in 2019 (2% or 12 agreements), 1% (7 agreements) has (have) in the meantime been replaced by new agreements with existing or new tenants. The percentage that not leased again mainly concerns the vacancy in Puurs after the departure of Fiege.

Increasing tenant retention by extending lease duration continues to be the key challenge in the area of asset management, as does further stabilising and possibly improving the occupancy rate in both segments.

Intervest continues to continually tap into and evolve in keeping with changing market conditions. Intervest tries to make a difference and offer added value by combining solid real estate experience and offering extensive services and flexible solutions.

1.10. Average age of buildings2

Intervest conducts a proactive policy regarding maintenance of the buildings, and the quality of the portfolio is guaranteed by a constant monitoring of the investment plan. In addition to regular investments in quality and sustainability, the sites are redeveloped and renovated to ensure the quality of the office buildings and the logistics sites remains high and to optimise the technical and economic life span of the buildings. For example, more than € 8 million was spent on investments in the existing portfolio in 2019.

  • 1 Calculations were made on the basis of the annual rental income of the total real estate portfolio as at 31 December 2018.
  • 2 Percentages are calculated based on the fair value of the properties available for lease as at 31 December 2019. The age is expressed with reference to the construction year, not taking minor renovation into account. On the other hand, the age is adjusted if a building is fully renovated.

2. Overview of the portfolio

TOTAL PORTFOLIO 31.12.2019 31.12.2018 31.12.2017 31.12.2016 31.12.2015
Fair value of investment properties available for
lease (€ 000)
859.513 858.653 662.539 610.944 634.416
Contractual rents (€ 000) 61.513 63.636 48.588 46.337 49.849
Yield on fair value (%) 7,2% 7,4% 7,3% 7,6% 7,9%
Contractual rents increased by the estimated
rental value of vacant properties (€ 000)
65.761 68.001 55.783 50.871 55.689
Yield if fully let at fair value (%) 7,7% 7,9% 8,4% 8,3% 8,8%
Total leasable space (m²) 945.595 1.022.948 794.896 705.068 717.073
Occupancy rate (%) 93% 93% 91% 91% 90%

As at 31 December 2019 the yield of the entire portfolio amounted to 7,2%.

2.1. By segment

OFFICES 31.12.2019 31.12.2018 31.12.2017 31.12.2016 31.12.2015
Fair value of investment properties available for
lease (€ 000)
350.069 346.769 304.250 301.926 326.371
Contractual rents (€ 000) 28.339 27.021 21.157 23.179 27.311
Yield on fair value (%) 8.1% 7.8% 7.0% 7.7% 8.4%
Contractual rents increased by the estimated
rental value of vacant properties (€ 000)
31.388 30.752 27.772 26.808 32.059
Yield if fully let at fair value (%) 9.0% 8.9% 9.1% 8.9% 9.8%
Total leasable space (m²) 237.737 237.732 210.457 208.716 229.669
Occupancy rate (%) 90% 88% 85% 86% 85%
LOGISTICS REAL ESTATE 31.12.2019 31.12.2018 31.12.2017 31.12.2016 31.12.2015
Fair value of investment properties available for
lease (€ 000)
315.099 511.884 358.289 309.018
308.045
Contractual rents (€ 000) 33.174 36.615 27.431 23.158 22.538
Yield on fair value (%) 6,5% 7,2% 7,7% 7,5% 7,3%
Contractual rents increased by the estimated
rental value of vacant properties (€ 000)
34.373 37.249 28.011 24.063 23.630
Yield if fully let at fair value (%) 6,7% 7,3% 7,8% 7,8% 7,7%
Total leasable space (m²) 707.858 785.216 584.439 496.352 487.404

2.2. Change in the yield on fair value

The calculation of the gross yield on fair value in this graph was based on the company's contractual rents, increased by the estimated rental value of the company's vacancy. The average gross yield when fully letting, the real estate properties available for lease amounted to 7,7% as at 31 December 2019 (7,9% as at 31 December 2018). For the logistics segment, the gross yield decreased from 7,3% to 6,7%. In the office portfolio, the gross yield increased from 8,9% to 9,0%.

2.3. Insured value

The real estate portfolio of Intervest is insured for a total reconstruction value of € 804 million, excluding the premises on which the buildings are located, compared to a fair value of the investment properties available for lease of € 860 million as at 31 December 2019 (even though premises are included in that value). The insured value of the offices is € 412 million and that of the logistics portfolio is € 392 million.

The insurance policies also include additional guarantees for the real estate properties 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, provided that this is done within a reasonable period as determined by the expert. With these additional guarantees, the insured value amounts to € 1,3 billion. This insured value is split into € 812 million for the offices and € 478 million for the logistics portfolio.

Intervest is insured against liability arising from its activities or its investments under a third-party liability insurance policy covering bodily injury up to an amount of € 12,4 million and material damage (other than that caused by fire and explosion) of up to € 0,6 million. Furthermore, the directors and members of the management committee are insured for directors' liability, covering losses up to an amount of € 30 million.

2.4. Sensitivity analysis

In the case of a hypothetical negative adjustment of 1% point (from 7,2% to 8,2% on average) to the yield used by property experts for determining the real estate portfolio of the company (yield or capitalisation rate), the fair value of the real estate properties would decrease by € 105 million or 12%. This would raise the debt ratio of the company by 5% points to around 44%.

If this is reversed, and a hypothetical positive adjustment of 1% point (from 7,2% to 6,2% on average) is made to this yield, the fair value of the real estate properties would increase by € 139 million or 16%. This would lower the debt ratio of the company by 5% points to around 34%.

3. Valuation of the portfolio by property experts

As at 31 December 2019, the valuation of the current Intervest real estate portfolio has been carried out by the following property experts:

  • Cushman & Wakefield Belgium sa, represented by Julien Dubaere and Gregory Lamarche
  • CBRE Valuation Services, represented by bvba Pieter Paepen and Kevin Van de Velde
  • CBRE Valuation Advisory bv, represented by Hero Knol and Devin Ummels.

The property experts analyse rental, sale and purchase transactions on a permanent 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 real estate properties, the market, location and some characteristics of real estate are taken into account.

The market

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

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) development of similar 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 being applied: updating the estimated rental income, unit prices, discounted cash flow analysis and cost method.

Updating 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 being renovated 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

The property experts made a special valuation consideration at the express request of the auditor, and in accordance with the requirements of IFRS 16 regulations.

This means that the property experts expressly and explicitly exclude any fees that must be paid within the scope of temporary user rights/property rights (such as long-term leases, concessions, etc.) since these must already be mentioned separately in the balance sheet under IFRS 16. All values mentioned 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 350.069 358.821
CBRE Valuation Services 315.099 322.976
CBRE Valuation Advisory 196.588 210.330
TOTAL* 861.756 892.127

* The total of the reports of the property experts was in keeping with the amount of the real estate properties available for lease increased by the land reserve in Den Bosch (the Netherlands), valued as clear for construction.

Finding of Cushman & Wakefield Belgium1

For the part of the real estate portfolio of Intervest valued by Cushman & Wakefield Belgium, Cushman & Wakefield Belgium determined an investment value of € 358.820.813 and a fair value of € 350.069.086 as at 31 December 2019.

Gregory Lamarche, MRICS Associate Valuation & Advisory

Julien Dubaere Valuer Valuation & Advisory

Finding of CBRE Valuation Services2

For the part of the real estate portfolio of Intervest valued by CBRE Valuation Services, CBRE Valuation Services determined an investment value of € 322.976.504 and a fair value of € 315.099.029 as at 31 December 2019.

bvba Pieter Paepen, MRICS RICS Registered Valuer Senior Director

Kevin Van de Velde, MRE Director

Finding of CBRE Valuation Advisory3

For the part of the real estate portfolio of Intervest valued by CBRE Valuation Advisory, CBRE Valuation Advisory determined an investment value of € 210.330.172 and a fair value of € 196.588.242 as at 31 December 2018.

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

D.L.L. Ummels MSc RT Senior Consultant

4. Description of the logistics properties

4.1. Location of the logistics properties in Belgium

A15

'S HERTOGENBOSCH

THE NETHERLANDS

A16

MOERDIJK

ROTTERDAM

A12

BRUSSELS

ANTWERP

BERGEN-OP-ZOOM

A59

E19 E314

LEUVEN

MECHELEN

A58

VUREN

GORINCHEM

E34

E313

LIÈGE NIVELLES

BELGIUM

LIMBURG

EINDHOVEN

VENLO

NIJMEGEN

E17

GHENT

LILLE

Antwerp - Limburg - Liège Antwerp - Brussels - Nivelles
Wommelgem p. 138 Wilrijk p. 137 - 138
Herentals Logistics p. 131 - 132 Schelle p. 137
Oevel p. 135 - 136  Boom Krekelenberg p. 129
Aarschot p. 128  Duff el p. 129
Genk Green Logistics - Project p. 130  Mechelen 1 p. 133
Liège p. 133  Mechelen 2 p. 134
 Puurs p. 136
Antwerp - Ghent - Lille  Merchtem p. 134
Ghent p. 130  Zellik p. 139
 Huizingen p. 132

1 Classifi cation per logistics axis: Antwerp - Limburg - Liège, Antwerp - Ghent - Lille and Antwerp - Brussels - Nivelles.

4.2. Location of the logistics properties in the Netherlands

Bergen op Zoom - Eindhoven - Venlo

 Roosendaal 1 - Project p. 143
 Roosendaal 2 p. 143
 Roosendaal 3 p. 144
 Tilburg 1 p. 144
 Tilburg 2 p. 145
 Eindhoven - Silver Forum p. 140
 Eindhoven - Gold Forum - Project p. 140

Rotterdam - Gorinchem - Nijmegen

 Vuren p. 145
 Nijmegen 1 p. 141

Murdijk - 's Hertogenbosch - Nijmegen

 Raamsdonksveer 1 p. 141
 Raamsdonksveer 2 p. 142
 Raamsdonksveer 3 p. 142

2 Classifi cation per logistics axis: Bergen op Zoom - Eindhoven - Venlo, Rotterdam - Gorinchem - Nijmegen and Moerdijk - 's Hertogenbosch - Nijmegen.

Intervest's logistics properties in Belgium are mainly located on the logistics axes of Antwerp - Limburg - Liège, Antwerp - Brussels - Nivelles and Antwerp - Ghent - Lille.

In the Netherlands, the properties are located to the south of the Rotterdam - Nijmegen axis.

With its pronounced strong presence and cluster formation on these important logistics axes, Intervest is a relevant discussion partner that can optimally respond to the changing needs of existing and new customers.

4.3. Logistics real estate in Belgium

Aarschot

Address Nieuwlandlaan 321 3200 Aarschot Surface area 14.602 m2 Year constructed 2005 Occupancy rate 100%

Distribution hub near Leuven at 4 km from the slip road to the E314. Ideally located for last-mile distribution activities. The site consists of two logistics buildings and two smaller storage rooms. 80% of the site has been operated by bpost as a regional distribution centre since the start of 2017.

Boom Krekelenberg

Address

Industrieweg 18 2850 Boom Surface area 24.871 m2 Year constructed 2000 partial renovation in 2015 Occupancy rate 100%

Site with modern and efficient energy management system. Located in the Krekelenberg industrial zone with excellent access via the A12. Extremely suitable for distribution within the Benelux. Large divisible hall with spacious office facilities and social rooms.

Fitted with modern layout and complete relighting in 2015. There is a photovoltaic installation on the roof.

Duffel

Address Stocletlaan 23 2570 Duffel

Surface area 23.386 m2 Year constructed 1998 Occupancy rate 100%

A fully enclosed logistics building located a few kilometres from the E19. There is a photovoltaic installation on the roof.

Genk Green Logistics - Project

Address

Henry Fordlaan 8 + 4 3600 Genk Potential surface area 250.000 m2 Year constructed 2020 - 2025

Together with Group Machiels and via the perimeter company Genk Green Logistics, Intervest owns zone B, a parcel of land of 42 hectares on the former Ford site. The former Ford site consists of three zones still to be developed: zone A for public domain with common functions, zone C for water-related logistics activities, including a new container terminal and zone B where Genk Green Logistics will realise a flexible, large-scale, multimodal and sustainable logistics project with added value in cooperation with MG Real Estate and DEME Environmental Contractors.

Ghent

Address Eddastraat 21 9042 Ghent Surface area 37.944 m2 Renovation year 2018 Occupancy rate 100%

Easily accessible pharmaceutical site in North Sea Port (port of Ghent), fully operated by an international logistics service provider. Complex consists of three adjoining units, of which approximately 40% were completely renovated in 2018. The roofs are fully equipped with a photovoltaic installation.

131

Herentals Logistics

Logistics cluster, consisting of three separate sites, with high visibility along the E313, in the Antwerp - Liège logistics corridor.

Herentals Logistics 1

Address Atealaan 34b 2200 Herentals Surface area 17.346 m2 Renovation year 2011 Occupancy rate 91%

Thoroughly renovated logistics building with spacious office facilities. The many loading bays make it ideally suited for cross-dock activities.

Herentals Logistics 2

Address Atealaan 34c 2200 Herentals Surface area 50.912 m2 Renovation year 2008 and 2012 Occupancy rate 100%

State-of-the-art logistics building with approximately 40.000 m² storage space, spacious mezzanine over the entire length of the building, office space and parking facilities. There is a photovoltaic installation on the roof.

Herentals Logistics 3

Address

Atealaan 34b 2200 Herentals Surface area 12.123 m2 Year constructed 2017 Occupancy rate 100%

State-of-the-art logistics distribution centre. Developed and customised for the requirements of Schrauwen Sanitair en Verwarming in 2017, as coordinated by Intervest's turn-key solutions team.

Huizingen

Address Gustave Demeurslaan 69 - 71 1654 Huizingen Surface area

17.548 m2 Year constructed

1987 - 1993 followed by various renovation projects Occupancy rate 100%

Partly refrigerated pharmaceutical distribution warehouse located to the south of Brussels with accompanying offices and laboratories installed by user DHL Pharma Logistics.

Liège

Address Première Avenue 32 4040 Liège Surface area 55.468 m2 Year constructed 2000 - 2017 Occupancy rate 100%

Modern logistics complex near the cargo airport of Bierset and the container terminal TriLogiPort with excellent access via the E313, E40, E42 and E25. The site was developed in phases and consists of various storage halls with related office facilities and a spacious external area. The most recent extension (3.600 m²) dates back to 2017 and was completed by the Intervest turn-key solutions team in consultation with one of the users, Vincent Logistics.

Mechelen 1

Address Oude Baan 12 2800 Mechelen Surface area 15.341 m2 Renovation year 2004 Occupancy rate

100%

Pharmaceutical warehouse with air conditioning throughout the storage area. Good location with direct connection to the E19. The site is equipped with a photovoltaic installation.

Mechelen 2

Address

Dellingstraat 57 2800 Mechelen Surface area 7.046 m2 Year constructed 1998, expansion in 2010 Occupancy rate 100%

Multi-functional semi-industrial property with large covered area for outdoor storage and spacious office facilities. Located near the E19 and within walking distance from the station and the city centre of Mechelen.

Merchtem

Address Preenakker 20 1785 Merchtem Surface area

7.269 m2 Year constructed 1992, expansion in 2002 Occupancy rate 100%

Logistics building that is highly automated. Used by ZEB for clothing distribution. Located in the Merchtem Preenakker SME zone in the triangle between the E40 Brussels - Ostend, the A12 and the Brussels ring road.

135

Oevel

Logistics cluster of three sites with high visibility along the E313, in the Antwerp - Liège logistics corridor, consisting of four buildings. Located in the vicinity of Herentals Logistics.

Oevel 1

Address

Nijverheidsstraat 9 2260 Oevel Surface area 12.159 m2 Renovation year 2004 Occupancy rate 100%

Logistics site with a high degree of automation, being used by Estée Lauder, which also operates one of its production facilities nearby.

Oevel 2

Address Nijverheidsstraat 9a + 11 2260 Oevel Surface area 33.955 m2 Year constructed 2007, expansion in 2013 Occupancy rate 100%

Modern logistics complex. There is a photovoltaic installation on the roof. Tenants are Estée Lauder and Seal For Life Industries.

Oevel 3

Address Nijverheidsstraat 8 2260 Oevel Surface area 11.660 m2 Year constructed 1995 Occupancy rate 100%

Logistics site with storage space, mezzanine and offices. Excellent location along the E313 - E314. There is a photovoltaic installation on the roof.

Puurs

Address Koning Leopoldlaan 5 2870 Puurs

Surface area 43.534 m2 Year constructed 2001 Occupancy rate 40%

Uniquely visible location along the A12 in Puurs. Logistics complex, partly being used by Delhaize Belgium for its fresh food e-commerce platform. The entire roof area is provided with a photovoltaic installation.

Schelle

Address Molenberglei 8 2627 Schelle Surface area 8.317 m2 Year constructed 1993, expansion 2016 Occupancy rate 95%

A logistics building with storage hall, offices, social spaces and a large number of loading and unloading bays easily accessible from the A12.

Intervest's turn-key solutions team, in consultation with the operator Rogue Fitness Benelux, renovated and expanded it with a showroom in 2017.

Wilrijk

Cluster with two adjoining sites along the A12, on the outskirts of Antwerp and with a good connection to Brussels.

Wilrijk 1

Address Boomsesteenweg 801 - 803 2610 Wilrijk Surface area 5.364 m2 Year constructed 2013 Occupancy rate 100%

Turnkey achievement for automotive distributor Peugeot. At top commercial location along Boomsesteenweg.

Wilrijk 2

Address

Geleegweg 1 - 7 2610 Wilrijk Surface area 24.521 m2 Year constructed 1989, renovation in 2016 - 2017 Occupancy rate 100%

Logistics complex with ideal location for urban distribution activities.

In 2016 - 2017, Intervest's turn-key solutions team, in consultation with the tenant Toyota Material Handling Europe Logistics, installed new floors, LED lighting, new sanitary facilities and additional windows for more sunlight in the office section.

Wommelgem

Address Koralenhoeve 25 2160 Wommelgem Surface area 24.181 m2 Year constructed 1998, renovation in 2017 - 2018

Occupancy rate 100%

Visibility location along the E313-E34, on the outskirts of Antwerp.

Modern distribution complex that was renovated sustainably and energy efficiently by the turn-key solutions team of Intervest in consultation with user Feeder One in 2017-2018. Office areas were reorganised and the building was equipped with LED lighting, new HVAC and an EMS system. Roof was renovated and fitted with additional insulation.

139

Zellik

Address Brusselsesteenweg 464 1731 Zellik Surface area 26.637 m2 Year constructed 1994, renovation in 2008 Occupancy rate 100%

Logistics site on the edge of the industrial area in Zellik - Asse near the E40 and E19 motorways and the Brussels Ring Road.

A part of the roof is equipped with a photovoltaic installation.

Site offers redevelopment potential to stateof-the-art new construction of approximately 29.000 m².

4.4. Logistics real estate in the Netherlands

Eindhoven

Strategically located, multimodal 50.000 m² logistics complex consisting of two sustainable business premises, Silver Forum and Gold Forum, which form an architectural and functional whole at the Flight Forum business park near Eindhoven airport.

Eindhoven - Gold Forum - Project in 2019

Address

Flight Forum 1800-1950 5657 EZ Eindhoven Surface area approximately 21.000 m2 Year constructed 2020

New-build distribution centre with high-quality, modern finish and striking gold curved façade was acquired in the first quarter of 2020, after delivery.

Eindhoven - Silver Forum

Address Flight Forum 1800-1950 5657 EZ Eindhoven Surface area 28.695 m2 Year constructed 2002 Occupancy rate

100%

Strategically located distribution centre near Eindhoven Airport with a high-quality, modern finish and a striking oval shape with silver cladding.

141

Nijmegen

Address

De Vlotkampweg 67 - 71 6545 AE Nijmegen Surface area 19.159 m2 Year constructed 1988 - 2002 Occupancy rate 100%

Top strategic location on the Westkanaaldijk industrial site, well enclosed via the A73 and A50 motorways.

Raamsdonksveer

Logistics cluster consisting of three separate sites in Dombosch industrial park near the junction of the A27 (Breda - Almere) and A59 (Moerdijk - Den Bosch).

Raamsdonksveer 1

Address

Zalmweg 37 4941 SH Raamsdonksveer Surface area 20.653 m2 Year constructed 2010 Occupancy rate 100%

Logistics complex, which, in 2010, was built-tosuit for a home and decoration retailer organising distribution activities to supply e-commerce from the complex.

Raamsdonksveer 2

Address

Zalmweg 41 4941 SH Raamsdonksveer Surface area 38.573 m2 Year constructed 2002 Occupancy rate 100%

Modern distribution centre with related offices and a large number of loading bays. The storage hall consists of four independent storage areas that can be connected to one another. The offices are on the mezzanine.

Raamsdonksveer 3

Address Steurweg 2 4941 VR Raamsdonksveer Surface area

14.581 m2 Year constructed 1980 (Expansion in 2008) Occupancy rate 100%

Free-standing multifunctional logistics building with a contemporary appearance. Office part on the mezzanine and separate office block next to it.

143

Roosendaal

Logistics cluster in one of the most important logistics hubs in West-Brabant.

Roosendaal 1 - Project in 2019

Address

Borchwerf I - Braak 4704 RJ Roosendaal Surface area approximately 28.000 m2 Year of construction in development

Sustainable new logistics construction, started in 2018, of a modern and high-quality distribution centre that Intervest will deliver in the course of 2020 and will be certified as 'BREEAM Outstanding'.

For example, it is extensively insulated, has a photovoltaic installation, LED lighting and separate water drainage systems.

Roosendaal 2

Address

Leemstraat 15-17, 21, 23 - Boerkensleen 23a 4705 RT Roosendaal

Surface area

38.162 m2 Year constructed 1975 - 1985 - 2007 - 2012 Occupancy rate 100%

Large logistics complex consisting of six storage halls with related offices, workshop, hangar and caretaker residence on a site of over 13 hectares. Well located in the Majoppeveld industrial site, near exit A58 Vlissingen - Roosendaal - Eindhoven and with direct access to A17 Roosendaal - Moerdijk.

Headquarters of logistics services provider Jan de Rijk.

Extension or redevelopment potential on site.

Roosendaal 3

installation.

Address

Borchwerf II - Blauwhekken 2 4751 XD Roosendaal Surface area 18.029 m2 Year constructed 2019 Occupancy rate 100%

New construction of a state-of-the-art building in the Borchwerf II logistics hotspot for production and distribution activities. Certified as 'BREEAM Very Good'. The roof is equipped with a photovoltaic

Tilburg

Tilburg 1

Address

Kronosstraat 2 5048 CE Tilburg Surface area 13.309 m2 Year constructed 2004 renovation in 2011 Occupancy rate 100%

Refrigerated industrial premises and production area in accordance with HACCP guidelines for the food industry. Located in Industriezone Vossenberg II with direct connection to the A58 Eindhoven - Breda motorway, in the Tilburg - Waalwijk logistics corridor. Being used by Dutch Bakery for logistics and industrial bakery activities with transport.

145

Tilburg 2

Address

Belle van Zuylenstraat 15 5032 MA Tilburg Surface area 28.493 m2 Year constructed 1989 (Expansion 1997 - Renovation 2019) Occupancy rate 100 %

Visibility location along A58 Vlissingen - Breda - Eindhoven, on the Katsbogten industrial site. Logistics complex, consisting of distribution centre and free-standing office building, which will be fully renovated, modernised and made more sustainable in 2019. Large number of front and rear dock shelters and sufficient parking spaces. Headquarters of home discount chain, Kwantum.

Vuren

Address Hooglandseweg 6 4214 KG Vuren Surface area 14.020 m2 Year constructed 2018 Occupancy rate 100%

Built-to-suit new-build project consisting of various storage areas and two-storey office section, custom-built for pharmaceutical wholesaler, The Medical Export Group, in 2018. Located on the Rotterdam - Ruhr area axis with good access via the A15 Rotterdam - Nijmegen - Ruhr area and the A2 Amsterdam - Utrecht - Eindhoven motorways. Climate-controlled and suitable for storing pharmaceutical products and temperature-sensitive goods.

THE NETHERLANDS

E17

5. Description of the offi ce portfolio

5.1. Offi ce locations in Belgium1

Antwerp

A15

THE NETHERLANDS

A16

A12

BRUSSELS

ANTWERP

A59

E19 E314

BELGIUM

LEUVEN

MECHELEN

A58

E34

E313

E17

1 Greenhouse Antwerp p. 148
2 Gateway House p. 151
3 De Arend p. 152
4 Aartselaar p. 151
Mechelen
5 Mechelen Campus and
Greenhouse Mechelen
p. 149

7 Mechelen Business Tower p. 153

Brussels

8 Greenhouse BXL p. 149
9 Woluwe Garden p. 154
10 Exiten p. 155
11 Inter Access Park p. 152
12 Park Rozendal p. 153

Leuven

p. 150

1 Classifi cation per region on the axes of Antwerp - Mechelen - Brussels and on the Brussels - Leuven axis.

5.2. Offices with extensive service package, serviced offices and co-working lounges

Greenhouse

Greenhouse is an innovative, inspiring and service-oriented office concept of Intervest in Antwerp, Mechelen and Brussels, where working is a pleasant experience. Greenhouse combines traditional long-term office rentals with serviced offices and co-working lounges. Greenhouse provides additional services to all tenants and users, such as common meeting and event spaces, central reception, restaurant, ironing centre, parcel service, fitness facilities, cleaning and a 24/7 technical helpdesk. A Greenhouse Flex subscription gives access to the co-working lounges at the three Greenhouse locations. The long-term tenants can also use the Greenhouse services and facilities at the various locations.

Berchem - Greenhouse Antwerp

Address Uitbreidingstraat 66 2600 Berchem Surface area 5.763 m2 Renovation year 2016 Occupancy rate 98%

In 2016, Greenhouse Antwerp, with its eye-catching 'green façade' consisting of 50.000 living plants, was completely renovated to become a landmark along the Antwerp Singel. Greenhouse Antwerp has 14 meeting rooms and event spaces that can accommodate between 2 and 24 people. The most prestigious event space, the 'Greenhouse Boardroom', is equipped with its own catering facilities. 'Greenhouse Café', the ground-floor restaurant, is a popular spot in the area to have an elaborate lunch or get a take-away meal.

Diegem - Greenhouse BXL

Address

Berkenlaan 8A + 8B 1831 Diegem Surface area 20.262 m 2 Renovation year 2017 - 2018 Occupancy rate 88%

Greenhouse BXL opened its doors at the end of 2018 after it had been thoroughly renovated. The front façade consists of a vertical plant garden, the wall in the glass atrium is covered with real plants, the building is surrounded by various plant gardens and there is a terrace on the green roof. There are charging stations for electric cars in the spacious underground car park. There are sufficient meeting rooms and event spaces, including an auditorium for 200 people and the atrium, which serves as a multi-functional meeting room and event space. There are two restaurants in the building. The grand café offers a wide range of healthy sand wiches and salads, and The Greenery has a more elaborate menu.

Greenhouse BXL is located next to the Brussels ring road and is very near Brussels Airport.

Mechelen Campus and Greenhouse Mechelen

Address Schalïenhoevedreef 20 A - J and T 2800 Mechelen Surface area 58.147 m2 Year constructed 2000-2005 Occupancy rate 89%

Greenhouse Mechelen is located at Mechelen Campus. Mechelen Campus consists of a tower building 60 metres high and 10 lower office build ings connected to two car parks: one above ground and one underground. Many offices were set up by the Intervest turn-key solutions team in consulta tion with the tenants.

There is a garden between the buildings. There are various charging plazas for electric cars and a free shuttle service. Greenhouse Mechelen is housed in the tower building and offers 12 meeting rooms and event spaces, which can accommodate between 4 and 130 people.

Leuven - Ubicenter

Address Philipssite 5 3001 Leuven Surface area 27.027 m2 Year constructed 2001 Occupancy rate 98%

Ubicenter Leuven is a contemporary office complex that ties in with the innovative Greenhouse concept but is not operated directly by Intervest. Ubicenter also offers customised offices, co-working lounges and turn-key offices with additional service provision such as meeting rooms, reception services, daily correspondence management, telephone and fax numbers, showers and catering services. The building has a foyer, a company restaurant and an auditorium.

Ubicenter is located near the Leuven ring road, near the slip road to the E40 and E314.

5.3. Offices

Intervest's offices are in strategic locations in Flanders, both in the city centre and on campuses outside the city, mainly on the Antwerp - Mechelen - Brussels axis.

Intervest has a strongly developed market position in Mechelen, a city which, due to growing mobility issues, is increasingly forming an alternative location for Brussels.

Aartselaar

Address

Kontichsesteenweg 54 2630 Aartselaar Surface area 4.140 m2 Year constructed 2000 Occupancy rate 100%

Ideally located between the E19 and A12. Consists of an office section, warehouse and a very spacious car park. The site offers maximum visibility as it is directly situated on the Kontichsesteenweg.

Antwerp - Gateway House

Address Brusselstraat 59 / Montignystraat 80 2018 Antwerp Surface area 11.172 m2 Renovation year 2002 Occupancy rate 67%

Stately building situated diagonally opposite the Antwerp Courthouse, a five-minute walk from the bustling, trendy 'Het Zuid' neighbourhood. Extremely good access by public transport as well as by car.

Dilbeek - Inter Access Park

Address Pontbeekstraat 2 & 4 1700 Dilbeek Surface area 6.392 m2 Year constructed 2000 Occupancy rate 95%

Inter Access Park consists of two identical office buildings that offer easy access by public transport (Sint-Agatha-Berchem station), as well as by car (E40 motorway and R0 ring road). Each building has a large, prestigious lobby and tenants can lease an entire floor or a part of it.

Edegem - De Arend

Address Prins Boudewijnlaan 45 - 49 2650 Edegem Surface area 6.931 m2 Year constructed 1997 Occupancy rate 90%

Located at a stone's throw from the E19, at the Kontich exit. Office complex consisting of three buildings surrounded by greenery and each of which has three floors. The efficient rectangular plateaus offer plenty of natural light.

Hoeilaart - Park Rozendal

Address

Terhulpsesteenweg 6A 1560 Hoeilaart Surface area 2.830 m2 Year constructed 1994 Occupancy rate 86%

Located in a green oasis yet still close to Brussels. Excellent access by car and public transport. The luxurious lobby provides a distinguished air and the rectangular floors provide the optimal layout for designing offices.

Mechelen Business Tower

Address Blarenberglaan 2C 2800 Mechelen Surface area 13.574 m2 Year constructed 2001

Occupancy rate 86%

Mechelen Business Tower is a landmark along the E19 at Mechelen. The single-tenant office tower is being systematically converted into a multi-tenant office environment.

Mechelen - Intercity Business Park

Address

Generaal De Wittelaan 9 - 21 2800 Mechelen Surface area 54.190 m2 Year constructed 1993 - 1999 (2016) Occupancy rate 86%

Business park along the E19 Antwerp - Brussels, with more than 54.000 m² of business space spread over 10 office buildings. There are approximately 40 tenants, including a number of large companies in the life sciences sector, such as Biocartis, Galapagos and SGS Belgium. Intercity Business Park adjoins Mechelen Campus.

Woluwe Garden

Address Woluwedal 18 - 22 1932 Sint-Stevens-Woluwe

Surface area 23.681 m2 Year constructed 2000 Occupancy rate 100%

Woluwe Garden lies in Flemish Brabant, on the edge of Brussels. The impressive lobby connects three wings, each having eight floors. Fully rented by PricewaterhouseCoopers.

Zellik - Exiten

Address Zuiderlaan 91 1731 Zellik Surface area 3.628 m2 Year constructed 2002 Occupancy rate 100%

Highly visible building next to exit 10 of the Brussels ring road. The rectangular floors provide the optimal layout for office design.

Financial report¹

    1. Consolidated income statement
    1. Consolidated statement of comprehensive income
    1. Consolidated balance sheet
    1. Statement of changes in consolidated equity
    1. Consolidated cash flow statement
    1. Notes on the consolidated annual accounts
    1. Statutory auditor's report
    1. Statutory annual accounts Intervest Offices & Warehouses nv

Index

Mechelen Campus - Bluebee offices

1. Consolidated income statement 158 Note 12.
Taxes
187
2. Consolidated statement of
comprehensive income 159 Note 13.
3. Consolidated balance sheet 160 Non-current assets 188
Note 14.
4. Statement of changes in Current assets 192
consolidated equity 162
Note 15.
5. Consolidated cash flow statement 166 Shareholders' equity 193
6. Notes on the consolidated Note 16.
annual accounts 168 Provisions 196
Note 1. Note 17.
Scheme for annual accounts of Current liabilities 197
regulated real estate companies 168
Note 18.
Note 2. Non-current and current financial debts 198
Principles of
financial reporting 168 Note 19.
Financial instruments 200
Note 3.
Segmented information 176 Note 20.
Deferred tax and liabilities
204
Note 4.
Property result 178 Note 21.
Calculation of debt ratio 204
Note 5.
Property charges 181 Note 22
Affiliated parties 204
Note 6.
General costs 183 Note 23.
List of consolidated
Note 7. companies 205
Employee benefits 184
Note 24.
Note 8. Fee of the statutory auditor and
Result on disposals of entities affiliated with the statutory auditor 206
investment properties 185
Note 25.
Note 9. Conditional rights and obligations 207
Changes in fair value of
investment properties 185 Note 26.
Events after the balance sheet date 209
Note 10.
Other result on portfolio 186 7. Statutory auditor's report 210
Note 11. 8. Statutory annual accounts
Net interest charges 186 Intervest Offices & Warehouses nv 216

1. Consolidated income statement

in thousands € Note 2019 2018
Rental income 4 66.143 47.920
Rental-related expenses 4 -166 -53
NET RENTAL INCOME 65.977 47.867
Recovery of property charges 4 707 729
Recovery of rental charges and taxes normally payable by tenants
on let properties
4 13.462 9.919
Costs payable by tenants and borne by the landlord for rental
damage and refurbishment
-774 -529
Rental charges and taxes normally payable by tenants on let
properties
4 -13.462 -9.919
Other rental-related income and expenses 4 1.198 606
PROPERTY RESULT 67.108 48.673
Technical costs 5 -939 -1.059
Commercial costs 5 -334 -166
Charges and taxes on unlet properties 5 -672 -587
Property management costs 5 -4.800 -4.019
Other property charges 5 -784 -563
Property charges -7.529 -6.394
OPERATING PROPERTY RESULT 59.579 42.279
General costs 6 -3.777 -2.749
Other operating income and costs 89 24
OPERATING RESULT BEFORE RESULT ON PORTFOLIO 55.891 39.554
Result on disposal of investment properties 8 5.364 0
Changes in fair value of investment properties 9 22.307 7.033
Other result on portfolio 10 -5.661 -2.472
OPERATING RESULT 77.901 44.115
Financial income 77 45
Net interest charges 11 -8.543 -8.039
Other financial charges -35 -11
Changes in fair value of financial assets and liabilities -3.065 -1.615
Financial result -11.566 -9.620
RESULT BEFORE TAXES 66.335 34.495
Taxes 12 -587 -390
NET RESULT 65.748 34.105
in thousands €
Note
2019 2018
NET RESULT 65.748 34.105
Minority interests -17 -9
NET RESULT - Group share 65.765 34.114
Note:
EPRA earnings 46.820 31.168
Result on portfolio
8-10
22.010 4.561
Changes in fair value of financial assets and liabilities -3.065 -1.615
RESULT PER SHARE Financial
report
2019 2018
Number of shares at year-end 8.6 24.657.003 24.288.997
Number of shares entitled to dividend at year-end 8.6 24.657.003 24.288.997
Weighted average number of shares 8.6 24.516.858 19.176.981
Net result (€) 2,68 1,78
Diluted net result (€) 2,68 1,78
EPRA earnings (€) 1,91 1,63

2. Consolidated statement of comprehensive income

in thousands € 2019 2018
NET RESULT 65.748 34.105
Other components of comprehensive income
(recyclable through income statement)
0 0
COMPREHENSIVE INCOME 65.748 34.105
Attributable to:
Shareholders of the parent company 65.765 34.114
Minority interests -17 -9

3. Consolidated balance sheet

ASSETS in thousands €
Note
31.12.2019 31.12.2018
Non-current assets 894.262 867.582
Intangible non-current assets 465 508
Investment properties
13
892.813 866.504
Other tangible non-current assets 714 400
Financial non-current assets
19
252 156
Trade receivables and other non-current assets 18 14
Current assets 24.601 19.582
Trade receivables
14
11.962 10.120
Tax receivables and other current assets
14
5.974 5.092
Cash and cash equivalents 2.156 1.972
Deferred charges and accrued income
14
4.509 2.398
TOTAL ASSETS 918.863 887.164
SHAREHOLDERS' EQUITY AND LIABILITIES in thousands €
Note
31.12.2019 31.12.2018
Shareholders' equity 524.433 477.208
Shareholders' equity attributable to shareholders of 523.859 476.617
the parent company
Share capital
15
222.958 219.605
Share premiums
15
173.104 167.883
Reserves
15
62.032 55.015
Net result for the financial year 65.765 34.114
Minority interests
23
574 591
Liabilities 394.430 409.956
Non-current liabilities 274.065 297.951
Provisions 1.875 0
Non-current financial debts
18
255.472 288.573
Credit institutions 220.556 253.725
Other 34.916 34.848
Other non-current financial liabilities
19
8.627 3.460
Trade debts and other non-current debts
Deferred tax - liabilities
20
1.211
6.880
3.010
2.908
Current liabilities 120.365 112.005
Provisions 1.875 0
Current financial debts
18
88.137 87.282
Credit institutions 23.137 30.631
Other 65.000 56.651
Other current financial liabilities
19
68 152
Trade debts and other current debts
17
7.785 5.249
Other current liabilities
17
Accrued charges and deferred income
17
3.970
18.530
1.774
17.548
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 918.863 887.164
DEBT RATIO in % Note 31.12.2019 31.12.2018
Debt ratio (max. 65%) 21 39,0% 43,5%
NET VALUE PER SHARE in € 31.12.2019 31.12.2018
Net value (fair value) 21,25 19,62
Net asset value EPRA 21,79 19,88

4. Statement of changes in consolidated equity

In thousands €
Initial state 1 January 2018
Comprehensive income of 2018
Transfers through result allocation 2017:

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

Transfer from results carried forward from previous years
Issue of shares for optional dividend financial year 2017
Issue of share for the capital increase with irreducible allocation rights
Minority interest Genk Green Logistics nv
Dividend financial year 2017
Balance sheet as at 31 December 2018
Comprehensive income of 2019
Transfers through result allocation 2018:

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

Transfer from results carried forward from previous years
Issue of shares for optional dividend financial year 2018
Dividend financial year 2018
Share capital
Paid-up
capital
increase costs
Capital
Share premiums Total reserves Net result for the
financial year
Minority interests SHAREHOLDERS'
EQUITY
TOTAL
167.720 0 111.642 58.666 21.186 0 359.214
34.114 -9 34.105
-4.985 4.985 0
-2.378 2.378 0
1.119 -1.119 0
2.593 -2.593 0
4.427 5.571 9.998
49.185 -1.727 50.670 98.128
600 600
-24.837 -24.837
221.332 -1.727 167.883 55.015 34.114 591 477.208
65.765 -17 65.748
15.308 -15.308 0
-10.747 10.747
-1.615 1.615
3.353 0 5.221 4.071 -4.071 8.574
-27.097 -27.097
224.685 -1.727 173.104 62.032 65.765 574 524.433

Breakdown of the reserves

In thousands €
Initial state 1 January 2018
Transfers through result allocation 2017:

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

Transfer from results carried forward from previous years
Balance sheet as at 31 December 2018
Transfers through result allocation 2018:

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

Transfer from results carried forward from previous years
Balance sheet as at 31 December 2019

* of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties.

Reserve for the balance of
changes in the fair value of
real estate
Legal reserves balance of changes in
real estate properties
investment value of
Reserve for the
pact on the fair value*
Reserve for the im
Reserve for the balance of changes
in fair value of authorised hedging
instruments not subject to hedge
accounting
Other reserves Results carried forward from
previous financial years
Total reserves
90 53.380 -15.280 -2.961 6.034 17.403 58.666
-4.985 -4.985
-2.378 -2.378
1.119 1.119
2.593 2.593
90 48.395 -17.658 -1.842 6.034 19.996 55.015
15.308 15.308
-10.747 -10.747
-1.615 -1.615
4.071 4.071
90 63.701 -28.404 -3.456 6.034 24.067 62.032

* of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties.

5. Consolidated cash flow statement

in thousands € Note 2019 2018
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE FINANCIAL YEAR
1.972 728
1.
Cash flow from operating activities
47.218 32.860
Operating result 77.901 44.115
Interest paid -8.957 -8.204
Other non-operating elements -545 -356
Adjustment of result for non-cash flow transactions -23.154 -3.970

Depreciations on intangible and other tangible assets
392 369

Result on disposal of investment properties
8 -5.364 0

Changes in fair value of investment properties
9 -22.307 -7.033

Spread of rental discounts and rental benefits
granted to tenants
10 -1.536 222

Other result on portfolio
10 5.661 2.472
Change in working capital 1.973 1.275
Movement of assets -4.749 -2.701
Movement of liabilities 6.722 3.976
2.
Cash flow from investment activities
3.748 -189.921
Investments and expansions in existing investment properties 13 -8.120 -10.247
Acquisition of investment properties 13 -23.953 -143.710
Acquisition of shares of real estate companies 0 -31.970
Investments in development projects 13 -29.594 -3.828
Income from disposal of investment properties 8 66.780 0
Paid exit tax for merger of real estate companies -700 0
Acquisitions of intangible and other tangible
non-current assets
-665 -166
3.
Cash flow from financing activities
-50.782 158.305
Repayment of loans -105.330 -51.155
Drawdown of loans 73.000 126.032
Capital increase 0 98.127
Receipts from non-current liabilities as guarantee 70 139
Dividend paid -18.522 -14.838
CASH AND CASH EQUIVALENTS AT THE END OF
THE FINANCIAL YEAR
2.156 1.972

In 2019, Intervest generated a cash flow of € 47 million from business activities compared to € 33 million in 2018 as a result of the growth of the real estate portfolio.

The cash flow from investment activities (€ 4 million) includes the balance of the € 67 million divestment of the acquisitions, investments and expansions in the real estate portfolio for € 63 million.

The group's financing activities (€ 51 million) in 2019 consisted of € 32 million repayment of credits and € 19 million for the payment of dividends.

6. Notes on the consolidated annual accounts

Note 1.

Scheme for annual accounts of 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, being 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 of 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 2019 include the company and its perimeter companies (the "Group"). The Intervest annual accounts have been prepared and released for publication by the board of directors as at 18 March 2020 and will be submitted for approval to the general meeting of shareholders as at 29 April 2020.

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 2019.

New or amended standards and interpretations effective for the financial year as from 1 January 2019

The following amended standards by the IASB and published standards and interpretations by the IFRIC are effective for the current period, but do not affect the disclosure, notes or financial results of the company: Amendments resulting from Annual Improvements 2015-2017 cycle (1/1/2019); IFRS 4 Insurance Contracts - Amendments regarding the interaction of IFRS 4 and IFRS 9 (1/1/2019); IFRS 9 Financial Instruments - Amendments regarding prepayment features with negative compensation and modifications of financial liabilities (1/1/2019); IAS 19 Employee benefits - Amendments regarding plan amendments, curtailments or settlements (1/1/2019); IAS28 Investments in Associates and Joint Ventures - Amendments regarding long-term interests in associates and joint ventures (1/1/2019); and IFRIC 23 Uncertainty over Income Tax Treatments (1/1/2019).

IFRS 16 - Lease agreements

IFRS 16 introduces important changes regarding the accounting processing of lease agreements for the lessee, whereby the distinction between operational and financial leases ceases to exist and assets and liabilities are recognised for all lease agreements (save exceptions for short-term leases or assets having a low value), and apply to financial years as from 1 January 2019. Intervest has decided to apply IFRS 16 early, as from 1 January 2018.

In contrast to the lessee's processing of the lease agreements, IFRS 16 retains almost all the provisions from IAS 17 – Lease agreements relating to the lessor's processing of the lease agreements. This means that lessors must continue to classify the lease agreements as operational or financial lease agreements.

In view of the fact that Intervest acts almost exclusively as property owner and is therefore lessor (and did not opt to make a reassessment as to whether a contract is or entails a lease agreement in comparison with IAS 17), there are no changes in this respect and Intervest will continue to value its real estate portfolio on fair value in accordance with IAS 40.

However, 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 user right and accompanying obligation must be included in the consolidated balance sheet in the limited cases where Intervest is the lessee in lease agreements classified as operational leases under IAS 17 and these contracts do not fall under the exceptions as laid down in IFRS 16.

The right of use is included in its consolidated balance sheet, on the assets within the fair value of the investment properties (by way of property valuation) and on the liabilities, including long-term liabilities. In addition, the impact on the income statement, i.e. the recurrent cost of the concessions, is processed via the financial and portfolio result instead of via the "costs associated with rent".

Published standards and interpretations, not yet applied in 2019

Intervest did not apply the following new standards, amendments to standards and interpretations that are not yet in force but that may be applied sooner: IFRS 3 Business Combinations - Amendments to clarify the definition of a business (1/1/2020); IFRS 7, 9 & IAS 39 Financial Instruments (Disclosures, recognition and Measurement) - Amendments regarding pre-placement issues in the context of the IBOR reform (1/1/2020); IFRS 17 Insurance contracts (1/1/2021); IAS 1 & 8 - Amendments regarding the definition of material (1/1/2020); and IAS 1 - Amendments regarding the clarification of liabilities (1/1/2022).

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 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 have been changed in order to arrive at 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 22.

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), 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 confirmation of the values. 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 be 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 transferred results of the Group.

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 linearly in the income statement for 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 possibility of terminating 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 charges

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 disposal and change in 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 shareholders' 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.

Intangible non-current assets

Intangible non-current 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 measured 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 transfer duties)

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.

Development projects (as referred to in the definition of development projects) and sites held with the aim of starting development projects 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 property investment.

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.
  • Concerning 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 real estate experts, who carry out the periodic valuation of the buildings of RRECs, judged that for transactions relating to buildings in Belgium with an overall value of less than € 2,5 million, registration fees of 10,0% to 12,5% must be taken into account depending on the region where 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 performed on 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 this time it was also decided that such 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 over € 2,5 million covering the 2013, 2014, 2015 and Q1 2016 period. The volume of the analysed transactions consists of over 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 scrutinised every 5 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 invest 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 duties for logistics real estate in the Netherlands amount to 6,0%. Intervest charges an additional 1% for the other costs (such as notary fees). For the Intervest investment properties available for lease, which are located in the Netherlands and kept through the Dutch perimeter companies, this means that the fair value of the invest properties is equal to the investment value divided by 1,07.

The difference between the fair value of property and the investment value of the property as determined by the independent property experts is taken up when acquiring the property in the income statement in the section XVIII. "Changes in fair value of real estate 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.

  • 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.

Development projects

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 as soon as they are available for lease. 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. Activation is not suspended during a period of extensive technical and administrative work. Neither is the activation suspended if a temporary delay is an essential part of the process to prepare an asset for its intended use or sale.

Holding of real estate and valuation process

Investment properties available for lease are valued by the independent real estate 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. "Variations in the 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 the fair value of real estate". When this allocation is made within this reserve for the balance of the variations in the fair value of real estate, a distinction is made between variations in the investment value of the real estate 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 and the fair value of the real estate.

Disposal of an investment property

Upon disposal of an investment property the realised profits and losses on the disposal are recorded in the income statement of the reporting period under the item "Result on disposals of investment properties". The transfer duties 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 reduced 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 allocated under 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 tangible non-current assets

Definition

The non-current assets under the entity's control that do not meet the definition of investment property are classified as "Other tangible non-current assets".

Valuation

Other tangible non-current 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 tangible non-current asset increase.

Depreciation and exceptional impairment

losses

Other tangible non-current 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%
ITC equipment 33%
real estate for own use

land
0%

buildings
5%
other 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.

Disposal and decommissioning

When tangible non-current 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.

Financial instruments

Financial assets

All financial assets are recorded or no longer recorded in the balance sheet on the transaction date on which the purchase or sale of a financial asset on the grounds of a contract the terms and conditions of which require delivery of the asset within the time frame is generally prescribed or agreed, 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 or 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 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 claims
  • 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 through profit and loss or 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 income 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 major sources of uncertainty regarding estimates

Fair value of 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 property experts" in the Property report and in "Note 13. 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.

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 19. Financial instruments" in the Financial report.

Disputes

The company is currently involved in legal proceedings, and may be again in the future. In 2019 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 25. Conditional rights and obligations" of the Financial report). The company is of the opinion that this procedure will not have a significant impact on the results of the company.

Note 3. Segmented information

Segmentation by business segment

The two business segments comprise the following activities:

  • The category of "offices" includes the properties that are let to companies for professional purposes as office space.
  • The category of "logistics properties" includes those premises with a logistical function, storage facilities and hightech buildings.

The category of "corporate" includes all non-allocated fixed costs borne at group level.

Income statement

.

BUSINESS SEGMENT Offices Logistics real estate Corporate TOTAL
in thousands € 2019 2018 2019 2018 2019 2018 2019 2018
Rental income 25.624 20.322 40.519 27.598 66.143 47.920
Rental-related expenses -20 -9 -146 -44 -166 -53
Net rental income 25.604 20.313 40.373 27.554 65.977 47.867
Property management
costs and income
324 95 807 711 1.131 806
Property result 25.928 20.408 41.180 28.265 67.108 48.673
Operating result before
result on portfolio
21.723 16.824 37.856 25.455 -3.688 -2.725 55.891 39.554
Result on disposals of
investment properties
0 0 5.364 0 5.364 0
Changes in fair value of
investment properties
-3.503 -362 25.810 7.395 22.307 7.033
Other result on portfolio -1.380 -411 -4.281 -2.061 -5.661 -2.472
Operating result of the
segment
16.840 16.051 64.749 30.789 -3.688 -2.725 77.901 44.115
Financial result -11.566 -9.620 -11.566 -9.620
Taxes -587 -390 -587 -390
NET RESULT 16.840 16.051 64.749 30.789 -15.841 -12.735 65.748 34.105

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 € 4,9 million. This rise is mainly due to the acquisition of the Ubicenter office complex in Leuven in December 2018 and the new leases agreed at Greenhouse BXL, Mechelen Campus and Intercity Business Park in the course of 2018 and 2019. The operating result of the office segment only increased by € 0,8 million as a result of a decrease of 1% or € 3,5 million in fair value of the office portfolio. This decrease is mainly due to the depreciation of Woluwe Garden as a result of the previously announced departure of tenant PwC by the end of 2021.

The operating result before result on portfolio of the logistics segment increased by € 12,4 million. The increase is mainly the result of the one-off termination indemnity of € 5,7 million following the early departure of tenant Medtronic in Oudsbergen and the growth of the logistics real estate portfolio as a result of acquisitions and investments. In addition, the further improvement of the yields in the Netherlands and Belgium resulted in an increase of the operating result of the logistics segment by € 34 million to € 65 million.

Key Figures

BUSINESS SEGMENT Offices
Logistics real estate
TOTAL
in thousands € 2019 2018 2019 2018 2019 2018
Fair value of investment properties 350.069 346.769 542.744 519.735 892.813 866.504
Investments and expansions during
the financial year (fair value)
6.803 9.158 1.317 1.089 8.120 10.247
Acquisition of investment properties 0 33.723 23.953 111.715 23.953 145.438
Investments in development projects 0 0 29.594 3.828 29.594 3.828
Acquisition of shares of real estate
companies
0 0 0 37.190 0 37.190
Divestment of investment properties 0 0 -57.665 0 -57.665 0
Investment value of real estate
properties
358.821 355.438 564.206 539.466 923.027 894.904
Total leasable space (m²) 237.732 237.732 707.858 785.216 945.595 1.022.948
Occupancy rate (%) 90% 88% 96% 98% 93% 93%

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 non-allocated fixed costs borne at Group level.

Income statement

GEOGRAPHIC
SEGMENTATION
Investment
properties in Belgium
Investment
properties in
the Netherlands
Corporate TOTAL
in thousands € 2019 2018 2019 2018 2019 2018 2019 2018
Rental income 55.317 44.444 10.826 3.476 66.143 47.920
Rental-related expenses -166 -53 0 0 -166 -53
Net rental income 55.151 44.391 10.826 3.476 65.977 47.867
Property management
costs and income
1.130 806 1 0 1.131 806
Property result 56.281 45.197 10.827 3.476 67.108 48.673
Operating result before
result on portfolio
50.003 38.922 9.576 3.357 -3.688 -2.725 55.891 39.554
Result on disposal of
investment properties
5.364 0 0 0 5.364 0
Changes in fair value of
investment properties
5.607 2.435 16.700 4.598 22.307 7.033
Other result on portfolio -1.543 -521 -4.118 -1.951 -5.661 -2.472
Operating result of the
segment
59.431 40.836 22.158 6.004 -3.688 -2.725 77.901 44.115

Key Figures

GEOGRAPHIC
SEGMENTATION
Investment properties
Investment properties
in Belgium
in the Netherlands
TOTAL
in thousands € 2019 2018 2019 2018 2019 2018
Fair value of the investment
properties
674.706 712.862 218.107 153.642 892.813 866.504
Investments and expansions during
the financial year (fair value)
7.723 10.247 397 0 8.120 10.247
Acquisition of investment properties 0 33.722 23.953 111.716 23.953 145.438
Investments in development projects 6.180 3.435 23.414 393 29.594 3.828
Acquisition of shares
of real estate companies
0 24.353 0 12.837 0 37.190
Divestment of investment properties -57.665 0 0 0 -57.665 0
Investment value of real estate
properties
691.335 730.553 231.692 164.351 923.027 894.904
Total leasable space (m²) 711.921 826.496 233.674 196.452 945.595 1.022.948
Occupancy rate (%) 92% 92% 100% 100% 93% 93%

Note 4. Property result

Rental income

in thousands € 2019 2018
Rent 63.024 49.766
Rental discounts -2.037 -1.776
Rental benefits ("incentives") -214 -115
Compensation for early termination of lease agreements 5.370 45
Total rental income 66.143 47.920

Rental income comprises rents, income from operational lease agreements and directly associated revenues, such as rental guarantees 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 possibility of terminating a lease agreement by the tenant.

Without taking into account the flex workers, Intervest rental income is spread across 228 different tenants, which limits the debtor's risk and improves the stability of the income. The top ten tenants represent 35% (34% in 2018) of annual rent, and are often leading companies in their sector and often belong to international concerns. As at 31 December 2019, the main tenant, which belongs to the office segment, represented 5% of annual rent (5% in 2018). In 2019, there was one tenant whose annual rent on an individual basis represented 5% of the total annual rental income of Intervest (two tenants in 2018). For more information on the biggest tenants, please see the Property report - Risk spread by tenants.

For 2019 financial year, the rental income of Intervest amounted to € 66,1 million, an increase of € 18,2 million or 38% as compared to the 2018 financial year (€ 47,9 million). The rental income in 2019 includes a one-off termination indemnity received as a result of the early departure of tenant Medtronic in Oudsbergen. This termination indemnity has a positive effect of € 5,2 million on the rental income. Without taking into account the termination indemnity, the increase in rental income amounted to € 13,0 million or 27%, mainly attributable to the growth of the real estate portfolio and rentals in the office segment.

The rental income in the logistics portfolio amounted to € 40,5 million. Without the termination indemnity from Medtronic, rental income in the logistics portfolio amounted to € 35,3 million, which is an increase of € 7,7 million or 28% compared to 2018 (€ 27,6 million) as a result of the expansion of the logistics real estate portfolio.

Rental income in the office segment increased by € 5,3 million compared to 2018, to € 25,6 million in 2019. This 26% rise is mainly due to the acquisition of the Ubicenter office complex in Leuven in December 2018 and the new leases agreed at Greenhouse BXL, Mechelen Campus and Intercity Business Park in the course of 2018 and 2019.

For the conclusion of new lease agreements during financial year 2019, for 40% of the agreement value, a rental discount was granted (82% in 2018). In 2019 rental discounts of an average of 7% of the annual rent were granted for new contracts (8% in 2018).

It is moreover generally stipulated that the tenant has to pay back the rent for rental discount, either partially or in full, in the event that he, she or it chooses to terminate the agreement at the agreement's first break option.

For lease agreements that were extended and/or renewed during financial year 2019, for 40% on average of the agreement value, a rental discount was granted (61% in 2018). In 2019 rental discounts of an average of 9% of the annual rent were granted for expansions and/or extensions of contracts (8% in 2018).

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 € 2019 2018
Receivables with a remaining duration of:
No more than one year 57.103 61.223
Between one and five years 129.599 150.209
More than five years 75.860 81.920
Total of future minimum rental income 262.562 293.352

The decrease of the future minimum rental income by € 31 million or 10% compared to 31 December 2018 is, on the one hand, the result of the divestments and the progress of the existing agreements, partly compensated by lease agreements on new acquisitions and new leases, extensions and expansions signed with tenants in 2019.

Rental-related expenses

in thousands € 2019 2018
Rent for leased assets -8 -13
Write-downs on trade receivables -266 -75
Reversal of write-downs on trade receivables 108 35
Total rental-related expenses -166 -53

The rental-related expenses consisted 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. As a result of the application of IFRS 16, leasehold payments as from financial year 2018 are no longer included as rent-related costs but are included in the financial result.

The losses on lease receivables (with recovery) for the period 2009-2019 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 or bank guarantees from the tenants. The possible bankruptcy of a major tenant can represent a significant loss for the property investment fund, 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 has not been respected.

Recovery of property charges

in thousands € 2019 2018
Obtained indemnities on rental damage 96 253
Other 611 476
Management fees received from tenants 611 476
Total recovery of property charges 707 729

The recovery of property charges is mainly related to the taking into of the indemnity received from tenants for rental damage when leaving the let spaces and also the management fees that Intervest receives from its tenants for the management of let buildings and the rebilling 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 € 2019 2018
Recovery of rental charges borne by the owner 8.199 5.942
Recovery of advance levies and taxes on let properties 5.263 3.976
Total recovery of rental charges and taxes normally payable by tenants
on let properties
13.462 9.919

Rental charges and taxes normally payable by tenants on let properties

in thousands € 2019 2018
Rental charges borne by the owner -8.199 -5.942
Advance levies and taxes on let properties -5.263 -3.976
Total rental charges and taxes normally payable by
tenants on let properties
-13.462 -9.919
Total amount of recovered rental charges and taxes 0 0

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 are liable.

These costs primarily comprise property taxes, electricity, water, cleaning, window cleaning, technical maintenance, garden maintenance, etc. The owner is 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 on a half-yearly basis. During the financial year, advances are billed to the tenants.

Other rental-related income and expenses

in thousands € 2019 2018
Income from green energy (other than building fees) 259 340
Received arrangement fees turn-key solutions 95 61
Expenses and income regarding exploitation Greenhouse Flex -479 -248
One-off contribution received for rental-related expenses 484 0
Other 839 453
Total other rental-related income and expenses 1.198 606

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 Flex meeting rooms are included under the heading rental income and amounted to € 0,6 million (€ 0,3 million for 2018).

The one-off indemnity received for rental-related expenses were received as a result of the early departure of tenant Medtronic. This concerns a provision received for future expenses from Medtronic, which was included in the result of the sale of the building in Oudsbergen in the fourth quarter of 2019.

Note 5. Property charges

Technical costs

in thousands € 2019 2018
Recurrent technical costs -970 -1.028
Maintenance and repair -833 -910
Insurance premiums -137 -118
Non-recurrent technical costs 31 -31
Claims 31 -31
Claims (expenses) -223 -243
Claims (income) 254 212
Total technical costs -939 -1. 059

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 € 2019 2018
Brokers' fees -46 -10
Publicity -201 -107
Lawyers' fees and legal costs -87 -49
Total commercial costs -334 -166

Commercial costs, which include brokers' fees among other things. The brokers' fees paid to brokers after a period of vacancy are capitalised as the property experts, after a period of vacancy, 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 as the property experts do not take this fee into account at the moment of valuation.

Charges and taxes on unlet properties

in thousands € 2019 2018
Vacancy charges for the financial year -579 -565
Property tax on vacant properties -2.171 -732
Recovery of property tax on vacant properties 2.121 658
Recovery of property tax on vacant properties for previous financial year -43 52
Total charges and taxes on unlet properties -672 -587

The costs and taxes on unlet buildings increased slightly during financial year 2019 compared to financial year 2018. Vacancy costs for financial year 2019 represented approximately 1% of the total rental income of the company (1,2% in 2018).

Intervest recovers a majority of the property tax calculated on vacant parts of buildings through objections submitted to the Flanders Tax Administration. The increase in property tax in 2019 is the result of the property tax assessment for Genk Green Logistics, which is expected to be able to be fully recuperated.

Property management costs

in thousands € 2019 2018
External property management fees -143 -24
(Internal) property management fees -4.657 -3.995
Employee benefits and self-employed staff -3.096 -2.545
Property expert -160 -156
Other costs -1.401 -1.294
Total property management costs -4.800 -4.019

Property management costs are costs that are related to building management. These include personnel costs and indirect costs with respect to the management committee and the staff (such as office costs, operating costs, etc.) responsible for managing the portfolio and the leases, and also depreciations and impairments on tangible assets used for such management and other business expenses that can be allocated to the management of the real estate properties.

The management costs of the real estate increased by € 0,8 million due to the increased (internal) property management costs following a larger staff component within the scope of the company's growth.

Other property charges

in thousands € 2019 2018
Charges borne by the landlord -236 -205
Property taxes contractually borne by the landlord -466 -317
Other property charges -83 -41
Total other property charges -784 -563

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 2019, these commercial interventions amounted to approximately € 0,8 million on an annual basis or 1,2% of the total rental income of the company (€ 0,6 million or 1,2% in financial year 2018). The increase in 2019 was mainly due to the investment properties in the Netherlands, where the property withholding tax is often borne by the landlord.

Note 6. General costs

in thousands € 2019 2018
Subscription tax -444 -332
Auditor's fee -120 -87
Directors' remunerations -63 -63
Liquidity provider -32 -13
Financial service -30 -36
Employee benefits and self-employed staff -2.070 -1.356
Consultancy fees -190 -231
Other costs -829 -631
Total general costs -3.777 -2.749

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, cost of personnel engaged in the management of the company as such, depreciations and impairments on tangible assets used for this management and other operating costs.

General costs amounted to € 3,8 million and increased by approximately € 1,0 million compared to 2018. The rise is attributable to higher personnel costs as a result of an increase in staff numbers for the internal organisation and the higher stock exchange tax ("subscription tax") payable as a result of the € 99,9 million capital increase carried out in November 2018.

For additional details on the auditor's fee, please see Note 24.

An overview of the remuneration paid to the directors is provided in the Report of the board of directors - remuneration report. 50% of the remuneration to the directors is included in the general costs, the other 50% of their work is regarded as property management costs.

Note 7. Employee benefits

2019 2018
in thousands € internal property
management
Charges for
company management
Charges related to
TOTAL Charges for internal
management
property
company management
Charges related to
TOTAL
Remuneration of employees and
self-employed staff
2.544 1.280 3.824 2.065 821 2.886
Salary and other
benefits paid within
12 months
2.131 1.056 3.187 1.716 709 2.425
Pensions and post-employment
benefits
62 32 94 45 23 68
Social security 358 183 541 292 142 434
Variable remunerations 118 45 163 88 34 122
Termination benefits 0 0 0 13 0 13
Other charges -125 -36 -161 -89 -87 -176
Remuneration of the
management committee
552 790 1.342 480 535 1.015
Chairperson of the management
committee
222 288 510 202 201 403
Fixed remuneration 146 146 292 167 167 334
Variable remuneration 54 120 174 35 34 69
Pension obligations 22 22 44 0 0 0
Other members of the
management committee
330 502 832 278 334 616
Fixed remuneration 212 239 451 206 232 438
Variable remuneration 86 227 313 45 65 110
Pension obligations 32 36 68 27 37 64
Total employees benefits 3.096 2.070 5.166 2.545 1.356 3.901

The number of employees and self-employed personnel at year-end 2019, expressed in FTE is 36 staff members for the internal management of the property (28 in 2018) and 15 staff members for the management of the company (10 in 2018). The management team comprised three persons as at 31 December 2019 (three persons as at year end 2018).

Remuneration, supplementary benefits, termination benefits and severance compensation, and post-employment benefits for personnel in permanent employment 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 was approved), 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. Contributions for 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 pertain. For financial year 2019, these amounts are € 206.000 (€ 135.000 in 2018). As at 31 December 2019, the insurance company has confirmed that the deficit to guarantee the minimum return is not of material nature.

The remuneration for the management committee is explained in the Report of the board of directors - Remuneration report.

Note 8. Result on disposals of investment properties

in thousands € 2019 2018
Acquisition value 52.910 0
Accumulated gains and extraordinary impairment losses 4.755 0
Carrying amount (fair value) 57.665 0
Sales price 67.579 0
Sales costs -800 0
Income from disposal of investment properties 66.780 0
Provision of rental guarantees from disposal of investment properties -3.750 0
Net sales revenue 63.029 0
Total result on disposal of investment properties 5.364 0

In 2019, Intervest divested three logistics sites in Belgium with a fair value of € 57,7 million as at 31 December 2018, thereby realising a gain on disposal of € 5,4 million. As a result of this divestment, Intervest is responding to the boom in the logistics real estate market and divesting buildings that are not sufficiently aligned with the current and future characteristics of the portfolio. These are logistics buildings in Aartselaar, Houthalen and Oudsbergen.

The Group provided the buyer of Oudsbergen with a rental guarantee for a period of 24 months. The rental guarantee is payable quarterly and recorded on the balance sheet under the provisions for the maximum amount to be paid of € 3,8 million.

Changes in fair value of investment properties

in thousands € 2019 2018
Positive changes of investment properties 35.898 26.479
Negative changes of investment properties -13.591 -19.446
Total changes in fair value of investment properties 22.307 7.033

The changes in fair value of investment properties amounted to € 22,3 million in 2019 (€ 7,0 million in 2018). Positive changes in fair value are the result of:

  • the increase of 5% or € 25,8 million in fair value of the logistics portfolio as a result of the further sharpening of the yields in the Netherlands and Belgium;
  • the fair value of the office portfolio decreased by € -3,5 million, mainly due to the decrease in value of Woluwe Garden as a result of the previously announced departure of tenant PwC by the end of 2021.

Note 9. Other result on portfolio

Total other result on portfolio -5.661 -2.472
Other -153 -41
Changes to the spread of rental discounts and benefits granted to tenants -1.536 222
Other -1.689 181
Deferred tax -3.972 -2.653
in thousands € 2019 2018

In 2019, the other result on portfolio amounted to € -5,7 million (€ -2,5 million in 2018) and primarily comprised the provision for deferred tax on non-realised increases in value on the investment properties belonging to the perimeter companies of Intervest in the Netherlands and Belgium.

The increase in the variation in rental discounts and concessions to tenants is the result of the entry into force of a number of lease agreements in Greenhouse BXL, where concessions and rental discounts were given at the beginning and the acquisition of the office building in Leuven at the end of 2018, of which a few lease agreements are also with a discount.

Note 10. Net interest charges

in thousands € 2019 2018
Nominal interest charges on loans -6.497 -6.277
Loans at financial institutions -4.383 -3.667
With fixed interest rate -692 -319
With variable interest rate -3.691 -3.348
Bond loans -1.634 -2.277
Interest charges on non-withdrawn credit facilities and back-up lines commercial
paper
-480 -333
Costs of authorised hedging instruments -1.908 -1.558
Authorised hedging instruments that are not subject to
hedge accounting according to IFRS
-1.908 -1.558
Income from authorised hedging instruments 98 90
Authorised hedging instruments that are not subject to
hedge accounting according to IFRS
98 90
Other interest charges -236 -294
Total net interest charges -8.543 -8.039

In 2019, the net interest charges amounted to € -8,5 million compared to € -8,0 million in 2018. The € 0,5 million or 6% increase in the net interest costs is the result of the growth of the real estate portfolio. The financing/refinancing carried out to optimise the financing structure, together with the commercial paper programme that was implemented in July 2018 and the repayment of the bond loan on 1 April 2019, brought down the average cost of financing. The average interest rate of the financing for 2019 amounted to 2,1%, compared to 2,4% in 2018.

Net interest charges classified by credit line expiry date

in thousands € 2019 2018
Net interest charges on non-current financial debts -7.125 -6.430
Net interest charges on current financial debts -1.418 -1.609
Total net interest charges -8.543 -8.039

For 2019, the total average interest rate amounted to 2,1% including bank margins and interest rate hedging instruments, compared to 2,4% in 2018. The total average interest rate before impact of the interest hedging instruments amounted to 1,7% in 2019 (2,0% in 2018).

The average interest rate for the non-current financial debts, including bank margins, amounted to 2,3% in 2019 (2,4% in 2018). The average interest rate for the current financial debts, including bank margins, amounted to 1,4% in 2019 (2,4% in 2018). The decrease in the short term is due to the bond loan of € 25 million which was redeemed as per 1 April 2019.

The (hypothetical) future cash outflow for 2020 of the interest charges from the loans drawn down as at 31 December 2019 at a fixed interest rate or a variable interest rate as at 31 December 2019 amounted to € 7,2 million (€ 7,6 million in 2018).

For financial year 2019, the effect on the EPRA earnings and net result of a (hypothetical) increase in interest rate by 1% gives a negative result of approximately € -0,6 million (€ -0,6 million in 2018). With an (hypothetical) increase in interest rates of 0,5%, interest costs remain stable.

Note 11. Taxes

in thousands € 2019 2018
Tax at the rate of 29,58% (on result linked to the rejected expenses) -53 -50
Provision for various tax risks -15 -34
Regularisation of previous financial years 7 -14
Tax related to Intervest statutory -61 -98
Perimeter companies in Belgium -139 -17
Perimeter companies in the Netherlands -386 -275
Corporation tax -587 -390

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. 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.

When calculating the taxation on the taxable profit for the year, the tax rates in force on the balance sheet date are used.

The increase in corporate tax for financial year 2019 is the consequence of the results primarily of the Dutch directly and indirectly held perimeter companies.

Note 12. Non-current assets

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 € 2019 2018
Offices properties
Logistics
Total Offices properties
Logistics
Total
Balance sheet as at 1 January 346.769 519.735 866.504 304.250 358.518* 662.768*

Acquisition of investment
properties
0 23.953 23.953 33.723 111.715 145.438

Investments in development
projects
0 29.594 29.594 0 3.828 3.828

Divestments of investment
properties
0 -57.665 -57.665 0 0 0

Investments and expansions in
existing investment properties
6.803 1.317 8.120 9.158 1.089 10.247

Acquisition of shares of real
estate companies
0 0 0 0 37.190 37.190

Changes in fair value of
investment properties
-3.503 25.810 22.307 -362 7.395 7.033
Balance sheet as at 31 December 350.069 542.744 892.813 346.769 519.735 866.504
OTHER INFORMATION
Investment value of real estate
properties
358.821 564.206 923.027 355.438 539.466 894.904

* Balance as at 1 January 2018 Intervest revised with via real estate held by right of use as a result of the application of IFRS 16.

The fair value of the logistics portfolio increased in 2019 by € 23 million or 4% due to:

  • the increase in fair value of the real estate portfolio by € 26 million or 6%, mainly as a result of the sharpening of the yields, both in the Netherlands and Belgium
  • the acquisition of two logistics sites in the Netherlands (Roosendaal and Nijmegen) for € 24 million
  • the investments in the development project s in Genk, Eindhoven and Roosendaal and a land reserve in Den Bosch for € 30 million
  • the divestment of the logistics sites in Aartselaar, Houthalen and Oudsbergen, with a fair value of € 58 million.
  • the investments and expansions in the existing real estate portfolio for € 1 million.

The fair value of the office portfolio increased in 2019 by € 3 million or 1%, mainly due to:

  • the investments and expansions in the existing real estate portfolio of € 7 million, primarily in Greenhouse BXL
  • the decrease in fair value of the office portfolio by € 4 million, mainly due to the decrease in value at Woluwe Garden as a result of the previously announced departure of tenant PwC by the end of 2021.

For additional details on the changes in fair value of investment properties, please see Note 9.

Breakdown of investment properties per type

in thousands € 2019 2018
Real estate available for lease 859.513 860.889
Development projects 33.300 5.615
Total investment properties 892.813 866.504

In addition to the developments under construction in the Netherlands (Roosendaal and Eindhoven) that will be delivered in 2020, the development projects also include land reserves for future developments.

Besides the 250.000 m² of land reserve that the company has on the former Ford site in Genk, it also has a remaining reserve of land of approximately 8.000 m2 on its site Herentals Logistics 3, which offers an additional possibility of expansion for an extra warehouse. This reserve of land is valued as clear for construction. In the course of the third quarter of 2019, Intervest purchased a site in Den Bosch (the Netherlands) with a view to creating a land reserve for later redevelopment.

As at 31 December 2019, Intervest had 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 2019, there were no investment properties mortgaged as security for 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 25. Conditional rights and obligations".

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: measurement is based on quoted market prices in active markets
  • level 2: measurement 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 recorded 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 in a comparatively incontrovertible manner, 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 is valued each quarter by independent property experts. The fair value is based on the market value (i.e. adjusted for the 2,5% purchasing fees for Belgium and 7% purchasing fees for the Netherlands as described in the "Principles of financial reporting - Investment properties" - see above), which is the estimated amount for which an investment property can be sold at the measurement date by a seller to a willing buyer in a business-like, objective transaction preceded by sound negotiations among knowledgeable and willing parties.

Valuations are mainly carried out by using the rental value capitalisation method, with the exception of rental discounts and photovoltaic installations. 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 yields 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 agreements. 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.

Intervest has two ongoing development projects, namely in Roosendaal (Braak) and in Eindhoven. Intervest has two land reserves in Belgium, namely Genk Green Logistics and Herentals Logistics 3. These reserves of land have been included at purchase price in accordance with IAS16.

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 real estate property available for lease expressed as a percentage. The average gross yield when fully letting the property available for lease amounted to 7,7% as at 31 December 2019 (7,9% as at 31 December 2018).

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.

The most important hypotheses regarding the valuation of the investment properties are:

2019 2018
Average contractual rent*
increased by the estimated rental value of vacant
property per m² (€)

Offices
132 129

Logistic properties
49 47
Average gross yield (%) 7.2% 7.4%

Offices
8.1% 7.8%

Logistics properties
6.5% 7.2%
Average gross yield if fully let (%) 7.7% 7.9%

Offices
9.0% 8.9%

Logistics properties
6.7% 7.3%
Average net yield if fully let (%) 6.8% 6.8%

Offices
7.5% 7.3%

Logistics properties
6.2% 6.5%
Vacancy rate (%) 7% 7%

* The average contractual rent per building or building complex is calculated and contains various types of surfaces.

In the case of a hypothetical negative adjustment of 1% point (from 7,2% to 8,2% on average) to the yield used by property experts for determining the real estate portfolio of the company (yield or capitalisation rate), the fair value of the real estate properties would decrease by € 105 million or 12%. This would raise the debt ratio of the company by 5% points to approximately 44%.

If this is reversed, and a hypothetical positive adjustment of 1 percentage point (from 7,2% to 6,2% on average) is made to this yield, the fair value of the real estate properties would increase by € 139 million or 16%. This would lower the debt ratio of the company by 5 percentage points to approximately 34%.

In the case of a hypothetical decrease in the contractual rents of the company (assuming a constant yield) of € 1 million (from € 61,5 million to € 60,5 million), the fair value of the real estate properties would decrease by € 14 million or 2%. This would raise the debt ratio of the company by 1% point to around 40%. In the reverse case of a hypothetical increase of the current rents of the company (assuming a constant yield) of € 1 million (from € 61,5 million to € 62,5 million), the fair value of the real estate properties would increase by € 14 million or 2%. This would lower the debt ratio of the company by 1% point to around 38%.

A correlation exists between changes in the current rents and the yields that are used to value the real estate, however, this was not factored into 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 have been based on information that has been provided by the company and also 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 universally applicable audit system.

These assumptions and valuation models used by the property 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 logistics sites in Belgium and it varies between 0,01% and 0,60% for the Netherlands because of the nature of the lease agreements (often triple net).

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 an examination of the changes in fair value during the relevant period.

With regard to the remaining duration of the current agreements, see 1.9 Property report for an overview of the average remaining agreement duration of the portfolio.

Non-observable parameters Range Weighted average
(as at 31 December) 2019 2018 2019 2018
Estimated rental value (in €/m²)*

Office portfolio
100-157 €/m² 100-150 €/m² 127 €/m² 127 €/m²

Logistics properties in Belgium
38-53 €/m² 34-53 €/m² 43 €/m² 42 €/m²

Logistics properties in
the Netherlands
42-57 €/m² 48-57 €/m² 50 €/m² 51 €/m²
Capitalisation factor used by
the property experts (in %)*

Office portfolio
7,9%-10,3% 7,6%-9,4% 8,6% 8,7%

Logistics properties in Belgium
5,0%-8,3% 5,9%-8,4% 6,5% 6,9%

Logistics properties in
the Netherlands
5,1%-6,9% 6,0%-7,0% 6,0% 6,5%

* 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.

Note 14. Current assets

Trade receivables

in thousands € 2019 2018
Trade receivables 1.079 1.102
Advance invoicing not yet due 9.889 8.425
Invoices to issue 742 471
Doubtful debtors 500 391
Provision doubtful debtors -500 -391
Other trade receivables 252 122
Total trade receivables 11.962 10.120

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 agreements. As at 31 December 2019, the actual weighted average duration of the rental deposits and bank guarantees for offices was approximately 5 months (or about € 11,3 million). As at 31 December 2019, the actual weighted average duration of the rental deposits and bank guarantees for the logistics portfolio was approximately 5 months (or about € 13,8 million). Intervest therefore expects no material credit losses here.

The advance invoicing not yet due relates to invoicing for the first quarter of 2020. Intervest applies a standard due date of 30 days after invoice date for all its outgoing invoices.

Ageing analysis of trade receivables

in thousands € 2019 2018
Receivables < 30 days 153 376
Receivables 30-90 days 620 425
Receivables > 90 days 307 301
Total trade receivables 1.079 1.102

For monitoring of the debtor's risk used by Intervest, please see the description of the chapter "Risk factors" (Operating risks - debtor's risks).

Tax receivables and other current assets

in thousands € 2019 2018
Taxes to be reclaimed 2.489 1.482
VAT to be reclaimed 844 255
VAT - estimated adjustments 1.302 863
Recoverable corporate tax in the Netherlands 343 364
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 31 155
Total tax receivables and other current assets 5.974 5.092

For the description of the Group's tax status, please see "Note 25. Conditional rights and obligations".

Deferred charges and accrued income

in thousands € 2019 2018
Incurred, non-expired property income 3.038 1.313
Recoverable property tax 2.787 1.313
GGL vacancy tax to be recovered 171 0
Recoverable claims 80 0
Prepaid property charges 774 435
Prepaid interest and other financial costs 528 443
Other 169 207
Total deferred charges and accrued income 4.509 2.398

Intervest recovers a majority of the property tax calculated on vacant parts of buildings through objections submitted to the Flanders Tax Administration. The increase in respect of 2018 is the result of a property tax assessment for Genk Green Logistics, which is expected to be fully recoverable.

Note 15. Shareholders' equity

Share capital

Share capital as at 31 December 2019 amounted to € 224.684.990,05 and is divided among 24.657.003 fully paid-up shares with no statement of nominal value.

The capital item also includes € 1.727.657 costs for the capital increase of November 2018.

There was a capital increase as at 20 May 2019 in financial year 2019 in the form of an optional dividend over financial year 2018 with the issue of 368.006 new shares for an amount of € 8,6 million, in particular, € 3,4 million in capital and € 5,2 million in issue premium. The shares created provide an entitlement to dividend as from 1 January 2019.

EVOLUTION OF THE SHARE CAPITAL

Share capital
movement
outstanding
capital after
transaction
share
Total
shares created
Number of
Total number
of shares
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
premiums 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 Cam
pus and Mechelen Pand
16.249 18.653 2.479.704 4.376.163
21.12.2001 Merger by absorption of companies belong
ing to VastNed Groep
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 lia
bility 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
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
3.211 134.657 352.360 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 Compa
nies 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
priority 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

Share premiums

in thousands € EVOLUTION OF ISSUE PREMIUMS Capital
increase
Contribution
in cash
Value
contribution
Share
premiums
Date Transaction
05.02.99 Capital increase by contribution in cash 1.039 0 20.501 19.462
21.12.01 Settlement of the accounting losses as a
result of the merger by acquisition of the
companies belonging to VastNed Groep
0 0 0 -13.747
31.01.02 Contribution of 575.395 Siref shares 10.231 1.104 27.422 16.087
08.05.02 Contribution of max. 1.396.110 Siref shares
in the context of the bid
24.824 2.678 66.533 39.031
25.05.12 Capital increase through optional dividend 2.666 0 5.211 2.545
23.05.13 Capital increase through optional dividend 2.051 0 3.863 1.812
28.05.14 Capital increase through optional dividend 3.211 0 7.075 3.864
22.12.14 Capital increase through contribution in
kind in the framework of and including
a transaction equated with demerger or
partial demerger (article 77 of the Belgian
Companies Code)
12.453 0 26.183 13.730
28.05.15 Capital increase through optional dividend 870 0 2.305 1.436
25.05.16 Capital increase through optional dividend 4.968 0 11.569 6.601
05.05.17 Capital increase by contribution in kind of
real estate located in Aarschot
1.969 0 5.150 3.181
05.05.17 Capital increase by contribution in kind of
real estate located in Oevel
2.906 0 7.600 4.694
22.05.17 Capital increase through optional dividend 3.835 0 9.074 5.238
22.12.17 Capital increase by contribution in kind of
real estate located in Zellik
6.062 0 13.770 7.708
22.05.18 Capital increase through optional dividend 4.427 0 9.998 5.571
30.11.18 Capital increase with irreducible priority
allocation rights
49.185 0 99.855 50.670
20.05.19 Capital increase through optional dividend 3.353 0 8.575 5.221
Total share premium 173.104

The share premium amounted to € 173 million as at 31 December 2019.

Reserves

For the movement of the reserves during financial year 2019, please see the statement of changes in consolidated equity.

The reserves are composed as follows.

in thousands € 2019 2018
Legal reserves 90 90
Reserve for the balance of changes in fair value of real estate properties 35.297 30.736
Reserve for the balance of changes in investment value of
real estate properties
63.701 48.394
Reserve for the impact on fair value of estimated transaction rights
and costs resulting from the hypothetical disposal of investment properties
-28.404 -17.658
Reserve for the balance of changes in fair value of authorised hedging instruments
not subject to hedge accounting according to IFRS
-3.456 -1.841
Other reserves 6.034 6.034
Results carried forward from previous financial years 24.067 19.996
Total reserves 62.032 55.015

Reserve for the impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties

in thousands € 2019 2018
Balance at the end of the preceding financial year -17.658 -15.274
Changes in investment value of investment properties -1.742 -256
Acquisitions of investment properties for the preceding financial year -9.004 -2.122
Impact of the implementation of IFRS16 0 -6
Total reserve for the impact on fair value of estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties
-28.404 -17.658

The difference between the fair value of the real estate properties (in accordance with IAS 40) and the investment value of the real estate properties as determined by the independent property experts is taken up in this item.

Note 16. Provisions

in thousands € 2019 2018
Long-term provisions 1.875 0
Provision for rental guarantees from the disposal of investment properties 1.875 0
Short-term provisions 1.875 0
Provision for rental guarantees from the disposal of investment properties 1.875 0
Total provisions 3.750 0

The Group provided the buyer of Oudsbergen with a rental guarantee for a period of 24 months. The rental guarantee is payable quarterly and recorded on the balance sheet under the provisions for the maximum amount to be paid of € 3,8 million.

Note 17. Current liabilities

Trade debts and other current debts

in thousands € 2019 2018
Exit tax 30 580
Other 7.755 4.669
Suppliers 5.463 2.569
Tenants 518 415
Taxes, remunerations and social charges 1.774 1.685
Total trade debts and other current debts 7.785 5.249

The increase in suppliers of € 2,6 million is mainly the result of the property tax assessment of Genk Green Logistics that was received at the end of December. This tax was paid in February 2020.

Other current liabilities

in thousands € 2019 2018
Dividends payable across previous financial years 179 179
Short-term liabilities to related parties 2.081 1.128
Miscellaneous debts 1.710 467
Total other current liabilities 3.970 1.774

Current liabilities to related parties comprise the current account with JM Construct nv and Hino Invest nv (related parties with co-shareholder in perimeter company Genk Green Logistics nv).

Accrued charges and deferred income

in thousands € 2019 2018
Property revenue received in advance 14.747 14.139
Liabilities related to the compensation received for
early termination of lease agreements
833 1.250
Pre-invoiced rental income 11.529 10.696
Pre-invoiced provisions 1.085 885
Pre-invoiced - other 149 123
Other deferred income 1.151 1.185
Incurred, unexpired interests and other charges 3.442 3.126
Interests on the bond loans 1.066 1.710
Other interests and financial charges 786 552
Property costs to be allocated 1.590 864
Other 340 283
Other accrued charges 340 283
Total accrued charges and deferred income 18.530 17.548

The accrued charges and deferred income as at 31 December 2019 comprised € 14,7 million in property revenue received in advance. This concerns mainly advance invoicing for rental income and provisions for the first quarter of the following financial year, which add up to a total of € 12,8 million.

The incurred, unexpired interests and other charges amounted to € 3,4 million in 2019, and comprised, among others, the interests on the bond loan due as at 1 April 2020 on the bond loan issued in March 2014.

Note 18. Non-current and current financial debts

For the description of the Financial structure of the company, please see the Report of the management committee.

Classification by expiry date of the with-drawn credit facilities

in thousands € 2019 2018
Debts with a remaining duration of Debts with a remaining duration of
< 1 year > 1 year
and < 5
years
> 5 years Total Share per
centage
< 1 year > 1 year
and < 5
years
> 5 years Total Share per
centage
Credit institutions
and institutional
parties: withdrawn
credit facilities
23.137 132.545 88.011 243.693 71% 30.631 154.084 99.641 284.356 76%
Bond loan 0 34.916 0 34.916 10% 24.983 34.848 0 59.831 16%
Commercial paper 65.000 0 0 65.000 19% 30.000 0 0 30.000 8%
Leasing obligation* 0 0 0 0 0% 1.668 0 0 1.668 0%
TOTAL 88.137 167.461 88.011 343.609 100% 87.282 188.932 99.641 375.855 100%
Share
percentage
26% 49% 25% 100% 23% 50% 27% 100%

* The leasing obligation relates to the acquisition obligation in Edda21 in 2018; this obligation was repaid in the course of 2019.

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 investment properties 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 were made and no mortgage authorisations were permitted as at 31 December 2019.

For most financing, credit institutions generally require an interest coverage ratio of more than 2 (see description of the Financial structure in the Report of the management committee).

These ratios were respected as at 31 December 2019. If Intervest were no longer to respect these ratios, the financial institutions could demand that the financing agreements of the company be cancelled, renegotiated, terminated or prematurely repaid.

in thousands € 2019 2018
Debts with a remaining duration of Debts with a remaining duration of
< 1 year > 1 year
and < 5
years
> 5 years Total Share per
centage
< 1 year > 1 year
and < 5
years
> 5 years Total Share per
centage
Credit institutions
and institutional
parties: withdrawn
credit facilities
23.137 132.545 88.011 243.693 44% 30.631 154.084 99.641 284.356 59%
Bond loan 0 34.916 0 34.916 6% 24.983 34.848 0 59.831 12%
Commercial paper:
drawn down
65.000 0 0 65.000 12% 30.000 0 0 30.000 6%
Leasing obligation 0 0 0 0 0% 1.668 1.668 0%
Non-drawn down
credit lines
17.479 168.500 30.000 215.979 38% 12.479 77.968 22.500 112.947 23%
TOTAL 105.616 335.961 118.011 559.588 100% 99.761 266.900 122.141 488.802 100%
Share
percentage
19% 60% 21% 100% 20% 55% 25% 100%

Classification by expiry date of credit lines

The table above comprises an amount of € 216 million of non-withdrawn credit lines (€ 113 million as at 31 December 2018). Of this, € 30 million is kept available as hedging for the commercial paper programme. Consequently, as at 31 December 2019, Intervest had € 186 million of non-withdrawn credit lines available to finance its current project developments, future acquisitions and dividend payment in May 2020. Intervest also has € 35 million of back-up lines available for the commercial paper programme, as a result of which the entire commercial paper programme of € 65 million 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 withdrawn credit lines, the non-withdrawn credit lines and the outstanding bond loan.

Classification by variable or fixed character of the withdrawn credit facilities at financial institutions and the bond loan

in thousands € 2019 2018
Total Share per
centage
Total Share per
centage
Credit facilities with variable interest rate 11.693 3% 59.023 16%
Credit facilities covered by interest rate swaps and/or
floors
265.000 77% 250.000 66%
Credit facilities with fixed interest rate 66.916 20% 66.831 18%
TOTAL 343.609 100% 375.855 100%

In the above table "Classification by variable or fixed character of the withdrawn credit facilities at financial institutions and of the bond loan" the share percentage is calculated as the ratio of each component to the sum of the withdrawn credit facilities.

Characteristics of the bond loan: Private placement of bonds of € 35 million

As at 19 March 2014 Intervest achieved the successful 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 yield of 4,057% and expires as at 1 April 2021.

The issue price of the bonds was equal to their nominal amount, being € 100.000. The bonds were placed with institutional investors.

Characteristics of the commercial paper

Intervest issued a commercial paper in July 2018 for the further diversification of the financing sources for a maximum amount of € 70 million (€ 65 million of which was drawn down as at 31 December 2019) with a duration of 3 months (maximum duration of 1 year).

The withdrawal is partially (€ 35 million) hedged by back-up lines of 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 € 30 million will be kept available on traditional credit lines.

Note 19. 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 2019 2018
in thousands € Categories Level Carrying
amount
Fair
value
Carrying
amount
Fair
value
FINANCIAL INSTRUMENTS ON ASSETS
Non-current assets
Non-current financial assets C 2 252 252 156 156
Trade receivables and other non-current
assets
A 2 18 18 14 14
Current assets
Trade receivables A 2 11.962 11.962 10.120 10.120
Cash and cash equivalents B 2 2.156 2.156 1.972 1.972
FINANCIAL INSTRUMENTS ON LIABILITIES
Non-current liabilities
Non-current financial debts (interest
bearing)
A 2 255.472 258.154 288.573 291.645
Other non-current financial liabilities C 2 8.627 8.627 3.460 3.460
Other non-current liabilities A 2 1.211 1.211 3.010 3.010
Current liabilities
Current financial debts A 2 88.137 88.137 87.282 87.431
Other current financial liabilities C 2 68 68 152 152
Trade debts and other current debts A 2 7.785 7.785 5.249 5.249
Other current liabilities A 2 3.970 3.970 1.774 1.774

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: measurement is based on quoted market prices in active markets
  • level 2: measurement is based on (externally) observable information, either directly or indirectly
  • level 3: measurement 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 following techniques are used to appraise the fair value of Level 2 financial instruments:

  • for the items "Non-current financial 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 uses 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 fair value of the financial instruments are included in the income statement on the line "Changes in fair value of financial assets and liabilities" in the financial result.

Fair value of financial derivatives

As at 31 December 2019, the company was in possession of the following financial derivatives.

Starting
date
End date Interest rate Contractual
notional
amount
Hedge
accounting
Fair value
in thousands € Yes/No 2019 2018
1 IRS 30.04.2014 30.04.2019 1,2725% 10.000 No 0 -53
2 IRS 30.04.2014 30.04.2019 1,2725% 10.000 No 0 -53
3 IRS 26.06.2015 26.06.2019 0,3300% 15.000 No 0 -46
4 IRS 30.06.2015 30.06.2020 0,4960% 15.000 No -68 0
Authorised hedging instruments -68 -152
Other current financial liabilities -68 -152
1 IRS 18.06.2015 18.06.2022 0,7800% 15.000 No 0 -452
2 IRS 30.06.2015 30.06.2020 0,4960% 15.000 No 0 -176
3 IRS 18.06.2015 18.06.2021 0,6300% 15.000 No -225 -308
4 IRS 01.12.2016 01.12.2021 0,1200% 15.000 No -141 -117
5 IRS 01.12.2016 01.12.2022 0.2200% 15.000 No -238 -140
6 IRS 22.03.2017 22.03.2024 0,8500% 10.000 No -469 -363
7 IRS 22.03.2017 22.03.2024 0,4500% 10.000 No -296 -150
8 IRS 22.03.2017 22.03.2024 0,4675% 10.000 No 0 -160
9 IRS 22.03.2017 22.03.2023 0,3300% 10.000 No -207 -130
10 IRS 15.06.2018 15.01.2025 0,6600% 15.000 No -640 -287
11 IRS 15.06.2018 17.06.2024 0,5950% 10.000 No -360 -178
12 IRS 01.10.2018 01.10.2025 0,8520% 10.000 No -390 -162
13 IRS 27.09.2018 27.09.2023 0,3930% 10.000 No -254 -142
14 IRS 27.09.2018 27.09.2025 0,6800% 10.000 No -492 -211
15 IRS 28.09.2018 30.09.2025 0,7050% 10.000 No -496 -200
16 IRS 28.09.2018 29.09.2023 0,4350% 10.000 No -267 -142
17 IRS 02.01.2019 02.01.2026 0,7275% 25.000 No -802 -142
18 IRS 18.06.2019 18.06.2025 0,6675% 15.000 No -571 0
19 IRS 24.06.2019 22.06.2026 0,6425% 10.000 No -408 0
20 IRS 13.05.2019 13.05.2026 0,2870% 10.000 No -262 0
21 IRS 13.05.2019 13.05.2026 0,2780% 10.000 No -158 0
Authorised hedging instruments -6.676 -3.460
Other non-current financial liabilities -6.676 -3.460
1 Floor 01.12.2016 01.02.2021 0,000% 27.500 No 117 156
2 IRS 26.06.2019 26.06.2025 -0,1770% 15.000 No 3 0
3 IRS 10.07.2019 10.07.2024 -0,2975% 15.000 No 45 0
4 Floor 13.05.2019 13.05.2026 0,2870% 10.000 No 87 0
Non-current financial assets 252 156
Total fair value of financial derivatives -6.492 -3.456
Accounting processing as at 31 December 2019
instruments not subject to hedge accounting In shareholders' equity: Reserve for the balance of changes in fair value of authorised hedging -3.456 -1.841

In the income statement: Changes in fair value of financial assets and liabilities
-3.036 -1.615
Total fair value of financial derivatives -6.492 -3.456

As at 31 December 2019, the interest rate swaps had a negative market value of € -6,5 million (contractual notional amount of € 265 million), which is determined by the issuing financial institution on a quarterly basis.

In 2019, three new interest rate swaps were concluded for a notional amount of € 35 million to replace existing interest rate swaps that matured. The new interest rate swaps have maturities of 6 or 7 years. In addition, an additional interest rate swap was concluded for a notional amount of € 15 million that will mature in 2024. Furthermore, in 2019, a number of existing hedging instruments were renegotiated at a lower interest rate via a 'blend & extend' transaction, for a notional amount of € 25 million.

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 of this risk and its management, please see the "Financing risk" chapter in the description of the Major risk factors and internal control and risk management systems of the Report of the board of directors.

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 derogated from should specific market conditions require it. The average remaining duration of the long-term credit agreements as at 31 December 2019 is 4,0 years. Intervest has also diversified its funding sources by using ten European financial institutions and issuing bond loans.

More information on the composition of the credit facilities portfolio of Intervest can be found in the section entitled "Financial structure" in the Report of the management committee and also in "Note 18. Non-current and current financial debts" in the Financial report.

Liquidity risk

For the description of this risk and the way it is managed, please see the "Liquidity risks" chapter in the description of the Major risk factors and internal control and risk management systems in the Report of the board of directors.

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. In order to avail itself of this credit margin, the conditions of credit facilities must be complied with on a continuous basis. As at 31 December 2019, the company still had € 186 million available credit lines with its lenders for the purpose of absorbing fluctuations in liquidity requirements and additional investments.

More information on the composition of the credit portfolio of Intervest can be found in the section entitled "Financial structure" in the Report of the management committee and also in "Note 18. Non-current and current financial debts" in the Financial report.

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 fund 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 derogation 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 2019, the interest rates on the hedges (including financing with fixed interest rate) of the company remain fixed for a remaining average duration of 4,2 years.

More information on the composition of the credit facilities portfolio of Intervest can be found in the section entitled "Financial structure" in the Report of the management committee and also in "Note 18. Non-current and current financial debts" and "Note 11. Net interest charges" in the Financial report.

Note 20. Deferred tax - liabilities

in thousands € 2019 2018
Provision for deferred taxes with regard to Belgium 1.176 863
Provision for deferred taxes with regard to the Netherlands 5.704 2.045
Total of deferred tax - liabilities 6.880 2.908

The deferred taxes contain a provision for deferred taxes on non-realised increases on the investment properties belonging to the perimeter companies and the Group in Belgium and the Netherlands.

Note 21. Calculation of debt ratio

in thousands € Note 2019 2018
Non-current financial debts 18 255.472 288.573
Other non-current financial liabilities (excl. financial derivatives) 1.949 0
Trade debts and other non-current debts 1.211 3.010
Current financial debts 18 88.137 87.282
Other current financial liabilities (excl. financial derivatives) 1 0
Trade debts and other current debts 17 7.785 5.249
Other current liabilities 17 3.970 1.774
Total liabilities for calculation of debt ratio 358.525 385.888
Total assets (excl. financial derivatives) 918.611 887.007
Debt ratio 39,0% 43,5%

For the further description of the evolution of the debt ratio, please see the explanation of the "Financial structure" in the Report of the management committee.

Note 22. Related parties

The company's related parties are its shareholders and their affiliated companies as well as its perimeter companies (see Note 23), and its directors and members of the management committee.

Relation with the affiliates

in thousands € 2019 2018
JM Construct nv
Co-shareholder of Genk Green Logistics
Short-term liabilities (current account) to JM Construct 2.081 1.128
Interest charged to R/C JM Construct 54 11

Directors and members of the management committee

Remuneration of the directors and the members of the management committee 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 committee can be found in "Note 7. Employee benefits".

in thousands € 2019 2018
Directors 125 125
Members of the management committee 1.342 1.015
Total 1.467 1.140

Note 23. List of consolidated companies

The companies below are consolidated by the method of full consolidation.

company
Name
Address Company regis
tration number:
Capital share
(in %)
participation in
the statutory
Value of the
accounts
interests
Minority
(in thousands €)
(in thousands €) 2019 2018
Aartselaar Business
Center nv
Uitbreidingstraat 66
2600 Berchem
BE 0466.516.748 100% € -51 0 0
Mechelen Business
Center nv
Uitbreidingstraat 66
2600 Berchem
BE 0467.009.765 100% € 4.135 0 0
Mechelen Research
Park nv
Uitbreidingstraat 66
2600 Berchem
BE 0465.087.680 100% € 5.306 0 0
Genk Green
Logistics nv
Uitbreidingstraat 66
2600 Berchem
BE 0701.944.557 50% € 574 -17 -9
Intervest Nederland
Coöperatief U.A.
Lichttoren 32
5611 BJ Eindhoven
The Netherlands
NL857537349B01 100% € 76.208 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 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 Dordrecht 1 bv NL859752458B01 100%
Intervest Nijmegen 1 bv NL859957743B01 100%
Intervest Den Bosch 1 bv NL860294869B01 100%
Total minority interests -17 -9

* 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 11 December 2019, the company Edda21 nv merged with Intervest Offices & Warehouses nv.

Intervest had full control of the perimeter company Genk Green Logistics nv as at 31 December 2019, which is why the company was fully consolidated.

Note 24. Fee for the statutory auditor and entities affiliated with the statutory auditor

in thousands € 2019 2018
Excl. VAT
Statutory auditor's fee 88 68
Fee for exceptional activities or special assignments
within the company by the statutory auditor regarding
Other control assignments 11 64
Tax advice assignments 37 44
Other assignments apart from audit assignments 0 0
Total fee of the statutory auditor and entities affiliated with the statutory auditor 136 176

Note 25. 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 remains 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.

According to the assessment register, pending tax payments plus late payment interest charges total approximately € 6,7 million. 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 roughly € 4 million instead of roughly € 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 roughly € 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 scope of the approval of the prospectus of the Siref property investment fund for purposes of obtaining approval to become exchange-listed, 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 verdict as at 3 April 2015. The company appealed against this verdict, 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 at 29 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.

The processing of the other objections has been provisionally suspended.

Conditional obligations

As at 31 December 2019, Intervest had the following liabilities or obligations:

Investment obligations amounting to € 26 million for two projects located in Eindhoven and Roosendaal.

Furthermore, via its 50% shareholding in Genk Green Logistics (GGL), Intervest indirectly has an obligation to achieve the result of providing minimum employment in the context of the GGL project. Compliance with such obligation to achieve a specific result is measured on two points in time, namely 31 December 2030 and 31 December 2036. In the event of non-compliance, a penalty of a maximum € 2 million can be imposed for Genk Green Logistics.

Furthermore, Intervest, together with JM Construct, has also undertaken to jointly and severally stand surety vis-àvis De Vlaamse Waterweg that GGL will pay the costs of the soil remediation and construction of infrastructure for an amount of € 7 million.

Conflicts of interest

Specific conflicts of interest that occurred in 2019 and that must be explained in the Annual report in accordance with the Belgian Companies Code and/or the RREC Act are stated below.

Board of directors meeting of 4 November 2019

The board of directors meeting of 4 November 2019 made a decision regarding the granting of a one-off, exceptional and additional fee to directors Chris Peeters and Johan Buijs. Both directors have a property-law interest that is in conflict with this decision.

Extract from the minutes:

"Prior to the meeting of the board of directors, Chris Peeters and Johan Buijs informed all members of the board of directors by email of the fact that they have an interest of a proprietary nature that is in conflict with a decision or a transaction falling under the authority of the board of directors, i.e. with regard to the decision relating to the allocation of an exceptional, one-off and additional payment to directors Chris Peeters and Johan Buijs (point 8 of the agenda).

In accordance with article 523 §1 of the Belgian Companies Code, the company auditor, Deloitte Bedrijfsrevisoren bv o.v.v.e. CVBA, represented by Rik Neckebroeck, will be informed of the aforementioned conflicting interest.

Furthermore, the minutes on the decision regarding the approval of the proposal on the allocation of an exceptional additional payment to directors Chris Peeters and Johan Buijs (point 8 of the agenda) are included in the report of the board of directors to be drawn up in accordance with article 95 of the Belgian Companies Code relating to the financial year ending as at 31 December 2019.

All members of the board of directors, except Jean-Pierre Blumberg, are present at the meeting, but Chris Peeters and Johan Buijs did not participate in the deliberations regarding point 8 of the agenda regarding the allocation of a one-off, exceptional additional payment to directors Chris Peeters and Johan Buijs, nor in the vote in this regard. (...)"

"The board of directors decided to award a one-off exceptional and additional fee of € 20.000 to each of the directors Chris Peeters and Johan Buijs for their work on the Next Level project. These activities include matters such as selecting a headhunter and conducting interviews with candidate ceos."

Board of directors meeting of 19 December 2019

The board of directors meeting of 19 December 2019 made a decision regarding the agreement of the mandate as member of the management committee between Intervest and Gunther Gielen, whereby Gunther Gielen had a proprietary interest that was in conflict with this decision.

Extract from the minutes:

"Prior to the meeting of the board of directors, Gunther Gielen informed all members of the board of directors of the fact that he had an interest of a proprietary nature that was in conflict with a decision or a transaction falling under the authority of the board of directors, i.e. with regard to the decision relating to the approval of the agreement between Intervest Offices & Warehouses and Gunther Gielen on the execution of the mandate as member of the management committee (point 3 of the agenda).

In accordance with article 523 §1 of the Belgian Companies Code (7:96 §1 of the Companies and Associations Code), the company auditor, Deloitte Bedrijfsrevisoren bv o.v.v.e. CVBA, represented by Rik Neckebroeck, will be informed of the aforementioned conflicting interest.

Furthermore, the minutes with regard to the decision relating to the approval of the agreement between Intervest Offices & Warehouses and Gunther Gielen on the execution of the mandate as member of the management committee (point 3 of the agenda) will be included in the report of the board of directors to be drawn up in accordance with Article 95 of the Belgian Companies Code (3:5 of the Companies and Associations Code) regarding the financial year ending as at 31 December 2019.

Gunther Gielen did not attend the meeting, which automatically means that he did not participate in the deliberations on the transaction or decision, nor did he participate in the respective vote. (...)"

"The board of directors unanimously approved the agreement between Intervest Offices & Warehouses and Gunther Gielen regarding the execution of the mandate as member of the management committee."

Note 26 Events after the balance sheet date

There are no significant events to be mentioned that occurred after the closing of the accounts as at 31 December 2019.

An exception to this is the global corona virus outbreak in the first quarter of 2020.

On the date of this report, it is not at all clear what the final impact of this pandemic will be on business.

On the date of this report, Intervest cannot reliably esti mate the effect of this pandemic on its expected results for 2020 and its financial position.

Intervest is a Belgian company, all of whose investment properties are located in Belgium or the Netherlands. The investment properties are offices and logistics sites, which are not as sensitive to closure for the purposes of containing the pandemic. Intervest did, however, (tempo rarily) close the co-working rooms, restaurants and meeting rooms at its three Greenhouse locations as from 16 March 2020. The impact of these current measures on the expected results for 2020 is not substantial.

Intervest has sufficient financing capacity to absorb possi ble future liquidity tensions should a delay in rental income payment arise.

However, a protracted pandemic and a subsequent economic crisis can have a negative effect on the fair value of the investment properties and on Intervest's EPRA earnings in the future see Risk factors - 2 Market risks - Economic situation).

7. Statutory auditor's report1

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2019

Statutory auditor's report to the shareholders' meeting of Intervest Offices & Warehouses NV/SA for the year ended 31 December 2019 - Consolidated financial statements

In the context of the statutory audit of the consolidated financial statements of Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law ("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 19 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 2019, 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 918 863 (000) EUR and the consolidated statement of comprehensive income shows a profit for the year then ended of 65 748 (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 2019 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

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.

We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

1

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 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.

Key audit matters How our audit addressed the key audit matters Valuation of investment properties • Investment properties measured at fair value (892 813 (000) EUR) represent 97% of the consolidated balance sheet total as at 31 December 2019. Changes in the fair values • We considered the internal control implemented by management and we carried out testing relating to the design and

impact on the consolidated net result for the period and equity. • The portfolio includes completed investments

of the investment properties have a significant

and properties under construction. • Acquisitions and divestments of investment properties are individually significant

transactions.

  • 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 operates.
  • 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 those key inputs.

Reference to disclosures

2

We refer to the consolidated financial statements, including notes to the consolidated financial statements: Note 2, Principles of financial reporting; Note 13, non-current assets.

  • implementation of controls over investment properties.
  • 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 development milestones.
  • We benchmarked and challenged the key assumptions to external industry data and comparable property transactions, in particular the yield.
  • 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.
  • We agreed the amounts per the valuation reports to the accounting records and from there we agreed the related balances through to the financial statements.
  • 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 investment properties.

211

Responsibilities of the board of directors for the preparation of the consolidated financial statements

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.

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.

Responsibilities of the statutory auditor for the audit of the consolidated financial statements

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.

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.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • 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;
  • 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;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • 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;
  • 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.

• 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.

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.

Responsibilities of the statutory auditor

4

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 and other matters disclosed in the annual 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, 2. Corporate Governance Statement, Report of the executive committee - 2. Important developments in 2019, Report of the executive committee - 3. Financial results 2019, Report of the executive committee - 7. Prospects 2020, Financial report, contain a material misstatement, whether information that is incorrectly stated or otherwise misleading. In the light of the work we have performed, we have no material misstatement to report.

Statements regarding independence

Regulation (EU) No 537/2014.

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Other statements

Zaventem, 20 March 2020 The statutory auditor

Represented by Rik Neckebroeck

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises

Member of Deloitte Touche Tohmatsu Limited

Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

• 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.

• This report is consistent with our additional report to the audit committee referred to in article 11 of

• 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.

• Our audit firm and our network have not performed any prohibited services and our audit firm has Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2019 Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law |

• 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

remained independent from the group during the performance of our mandate.

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law |

Other statements Statements regarding independence

31 December 2019

31 December 2019

• This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014. • 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. Statements regarding independence • Our audit firm and our network have not performed any prohibited services and our audit firm has

• This report is consistent with our additional report to the audit committee referred to in article 11 of

• This report is consistent with our additional report to the audit committee referred to in article 11 of

Zaventem, 20 March 2020 • The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 remained independent from the group during the performance of our mandate.

Zaventem, 20 March 2020

Represented by Rik Neckebroeck

Represented by Rik Neckebroeck

Regulation (EU) No 537/2014.

Regulation (EU) No 537/2014.

Statements regarding independence

the consolidated financial statements.

the consolidated financial statements.

The statutory auditor of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements. • 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

Other statements

Other statements

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL Represented by Rik Neckebroeck The statutory auditor Zaventem, 20 March 2020 The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises

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 BE 17 2300 0465 6121 - BIC GEBABEBB Member of Deloitte Touche Tohmatsu Limited Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Coöperatieve vennootschap met beperkte aansprakelijkheid/Société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Member of Deloitte Touche Tohmatsu Limited

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 € 2019 2018
Rental income 54.028 44.331
Rental-related expenses -167 -48
NET RENTAL INCOME 53.861 44.283
Recovery of property charges 706 729
Recovery of rental charges and taxes normally payable by tenants on let properties 13.088 9.800
Costs payable by tenants and borne by the landlord for rental damage and
refurbishment
-774 -529
Rental charges and taxes normally payable by tenants on let properties -13.088 -9.800
Other rental-related income and expenses 1.199 606
PROPERTY RESULT 54.992 45.089
Technical costs -839 -992
Commercial costs -328 -166
Charges and taxes on unlet properties -672 -587
Property management costs -3.780 -3.699
Other property charges -627 -522
Property charges -6.246 -5.966
OPERATING PROPERTY RESULT 48.746 39.123
General costs -3.573 -2.649
Other operating income and costs 84 27
OPERATING RESULT BEFORE RESULT ON PORTFOLIO 45.257 36.501
Result on disposal of investment properties 5.364 0
Changes in fair value of investment properties -373 2.253
Other result on portfolio -1.076 132
OPERATING RESULT 49.172 38.886
in thousands € 2019 2018
OPERATING RESULT 49.172 38.886
Financial income 4.808 1.182
Net interest charges -8.870 -8.098
Other financial charges -183 -9
Changes in fair value of financial assets and liabilities -3.065 -1.615
Changes in fair value of financial fixed assets 23.964 3.866
Financial result 16.654 -4.674
RESULT BEFORE TAXES 65.826 34.212
Taxes -61 -98
NET RESULT 65.765 34.114
Note:
EPRA earnings 46.820 31.168
Result on portfolio 22.010 4.561
Changes in fair value of financial assets and liabilities -3.065 -1.615
RESULT PER SHARE 2019 2018
Number of shares at year-end 24.657.003 24.288.997
Number of shares entitled to dividend 24.657.003 24.288.997
Weighted average number of shares 24.516.858 19.176.981
Net result (€) 2,68 1,78
Diluted net result (€) 2,68 1,78
EPRA earnings based on the weighted average number of shares (€) 1,91 1,63

8.2. Comprehensive income

in thousands € 2019 2018
NET RESULT 65.765 34.114
Other components of comprehensive income
(recyclable through income statement)
0 0
COMPREHENSIVE INCOME 65.765 34.114

8.3. Balance sheet

ASSETS in thousands €
Note
31.12.2019 31.12.2018
NON-CURRENT ASSETS 882.283 851.150
Intangible non-current assets 465 508
Investment properties
8.6
660.675 684.891
Other tangible non-current assets 695 373
Non-current financial assets
8.6
220.435 165.365
Trade receivables and other non-current assets 13 13
CURRENT ASSETS 28.059 33.031
Trade receivables 11.226 9.827
Tax receivables and other current assets 12.902 19.523
Cash and cash equivalents 1.190 1.339
Deferred charges and accrued income 2.741 2.342
TOTAL ASSETS 910.342 884.181
SHAREHOLDERS' EQUITY AND LIABILITIES in thousands € 31.12.2019 31.12.2018
SHAREHOLDERS' EQUITY 527.132 479.890
Share capital 222.957 219.605
Share premiums 173.104 167.883
Reserves 65.306 58.288
Net result for the financial year 65.765 34.114
LIABILITIES 383.210 404.291
Non-current liabilities 272.266 299.012
Provisions 1.875 0
Non-current financial debts 255.472 288.573
Credit institutions 220.556 253.725
Other 34.916 34.848
Other non-current financial liabilities 13.778 3.460
Trade debts and other non-current debts 1.141 6.979
Current liabilities 110.943 105.279
Provisions 1.875 0
Current financial debts 88.137 85.614
Credit institutions 23.137 30.631
Other 65.000 54.983
Other current financial liabilities 232 152
Trade debts and other current debts 4.058 2.511
Other current liabilities 178 634
Accrued charges and deferred income 16.463 16.368
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 910.342 884.181
DEBT RATIO in % 31.12.2019 31.12.2018
Debt ratio (max. 65%) 39,1% 43,5%
NET VALUE PER SHARE in € 31.12.2019 31.12.2018
Net value (fair value) 21,38 19,76
Net value (investment value) 22,53 20,48
Net asset value EPRA 21,64 19,99

8.4. Result allocation (according to the scheme recorded in Section 4 of Part 1 of Chapter 1 of Annex C of the RREC Royal Decree of 13 July 2014)

in thousands € 2019 2018
A. NET RESULT 65.765 34.114
B. ALLOCATION TO/TRANSFER FROM RESERVES -28.040 -7.018
1.
Allocation to/transfer from the reserves for the balance of changes in fair value*
of real estate properties (-/+):

Financial year
-19.901 -15.308

Previous financial years
10.121 0

Realisation real estate properties
-3.923 0
2.
Allocation to/transfer from the reserve of estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties (-/+)
1.814 10.747
5.
Allocation to the reserve for the balance of changes in fair value of allowed
hedging instruments that are not subject to hedge accounting (-)
3.065 1.615
10.
Allocation to/transfer from other reserves (-/+)
-10.121 0
11.
Allocation to/transfer from results carried over from
previous financial years (-/+)
-9.095 -4.072
C. REMUNERATION OF SHARE CAPITAL pursuant to Article 13, §1,
paragraph 1 of the RREC Royal Decree
8.403 25.363
D. REMUNERATION OF SHARE CAPITAL, other than C 29.322 1.733

* Based on the changes in investment value of investment properties.

8.5. Statement of changes in statutory shareholder equity

In thousands € Share capital

Initial state 1 January 2018 167.720 111.642 61.939 21.186 362.487

Comprehensive income of 2018 34.114 34.114

Transfers through result allocation 2017:

• Transfer to the reserves for the balance of changes in investment value of real estate properties -4.985 4.985 0

• Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties

Paid-up capital

Capital increase

costs

Share premiums

Total reserves

Net result for the

financial year

-2.378 2.378 0

1.119 -1.119 0

-10.747 10.747 0

-1.615 1.615 0

TOTAL

SHAREHOLDERS'

EQUITY

  • 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
  • Transfer from results carried forward from previous years 2.593 -2.593 0

Issue of shares for optional dividend financial year 2017 4.427 5.571 9.998

Issue of share for the capital increase with irreducible allocation rights 49.185 -1.727 50.670 98.128

Dividend financial year 2017 -24.837 -24.837

Balance sheet as at 31 December 2018 221.332 -1.727 167.883 58.288 34.114 479.890

Comprehensive income of 2019 65.765 65.765

Transfers through result allocation 2018

• Transfer to the reserves for the balance of changes in investment value of real estate properties 15.308 -15.308 0

  • 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
  • Transfer from results carried forward from previous years 4.072 -4.072 0

Issue of shares for optional dividend financial year 2018 3.353 5.221 8.574

Dividend financial year 2018 -27.096 -27.096

Balance sheet as at 31 December 2019 224.685 -1.727 173.104 65.306 65.765 527.133

Share capital
SHAREHOLDERS'
EQUITY
TOTAL
Net result for the
financial year
Total reserves Share premiums Capital increase
costs
Paid-up capital
362.487 21.186 61.939 111.642 167.720
34.114 34.114
0 4.985 -4.985
0 2.378 -2.378
0 -1.119 1.119
0 -2.593 2.593
9.998 5.571 4.427
98.128 50.670 -1.727 49.185
-24.837 -24.837
479.890 34.114 58.288 167.883 -1.727 221.332
65.765 65.765
0 -15.308 15.308
0 10.747 -10.747
1.615 -1.615
-4.072 4.072
8.574 5.221 3.353
-27.096 -27.096
527.133 65.765 65.306 173.104 -1.727 224.685

Breakdown of the reserves

In thousands €
Initial state 1 January 2018
Transfers through result allocation 2017

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

Transfer from results carried forward from previous years
Balance sheet as at 31 December 2018

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

Transfer from results carried forward from previous years
Balance sheet as at 31 December 2019

* from estimated transaction rights and costs resulting from the hypothetical disposal of investment properties.

Reserve for the balance of
changes in fair value of real
estate
Legal reserves balance of changes in
real estate properties
investment value of
Reserve for the
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 Results carried forward from previ
ous financial years
Total reserves
90 56.223 -15.279 -2.961 5.811 18.056 61.939
Transfer to the reserves for the balance of changes in investment value of real estate properties -4.985 -4.985
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of -2.378 -2.378
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair 1.119 1.119
2.593 2.593
90 51.237 -17.657 -1.842 5.811 20.649 58.288
15.308 15.308
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of -10.747 -10.747
-1.615 -1.615
4.072 4.072
90 66.545 -28.404 -3.457 5.811 24.721 65.306

* 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

2019 2018
Number of shares at the beginning of the financial year 24.288.997 18.405.624
Number of shares issued as optional dividend 368.006 485.819
Number of shares issued pursuant to the capital increase with irreducible allocation
rights on 30 November 2018
0 5.397.554
Number of shares at year-end 24.657.003 24.288.997
Ajustments for calculation of the weighted average of the number of shares -140.145 -5.112.106
Weighted average number of shares 24.516.858 19.176.891

Investment properties

The fair value of the investment properties of Intervest decreased by € 24 million in 2019, and as at 31 December 2019 it amounted to € 661 million (€ 685 million as at 31 December 2018).

The fair value of the logistics portfolio decreased by approximately € 22 million in 2019, on the one hand due to the divestments of € 58 million, partly compensated by the acquisition of Ghent Eddastraat (Edda21 merger as at 11 December 2019) of € 24 million, investments in existing investment properties of € 3 million and € 9 million due to the increase in fair value of the existing portfolio pursuant to the sharpening of the yields.

The fair value of the office portfolio decreased by € 2 million compared to the end of 2018. In 2019, there were investments and expansions in the amount of € 7 million in the existing portfolio, mainly in Greenhouse BXL. The changes in fair value of the existing office portfolio amounted to € -9 million in 2019.

in thousands € 2019 2018
201 9
Offices properties
Logistics
Total Offices properties
Logistics
Total
Balance sheet as at 1 January 345.979 338.912 684.891 304.250* 334.418* 638.668*

Merger with Edda21 nv
as at 11 December 2019
0 24.305 24.305 0 0 0

Acquisition of investment
properties
0 0 0 33.723 0 33.723

Investments and expansions in
existing investment properties
6.783 2.734 9.517 9.158 1.089 10.247

Divestment of investment
properties
0 -57.665 -57.665 0 0 0

Changes in fair value of
investment properties
-8.973 8.600 -373 -1.152 3.405 2.253
Balance sheet as at 31 December 343.789 316.886 660.675 345.979 338.912 684.891

*Balance sheet for 2018 revised with real estate held via right of use as a result of the application of IFRS16.

As at 31 December 2019, Intervest had 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 on the "Changes in fair value of investment properties", please see Note 9.

The investment properties can be further divided into:

in thousands € 2019 2018
Real estate available for lease 658.888 683.104
Development projects 1.787 1.787
Total investment properties 660.675 684.891

As at the end of 2019, the company has a reserve of land of approximately 8.000 m2 on its site Herentals Logistics 3 which offers an additional possibility of expansion for an extra warehouse. This reserve of land is valued as ready-to-build land and is included in the balance sheet under project developments.

As at 31 December 2019, there were no investment properties mortgaged as security for 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 25. Conditional rights and obligations.

Non-current financial assets

As at 31 December 2019, the non-current financial assets comprised 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.

2019 2018
Participation Aartselaar Business Center -52 -646
Participation Mechelen Research Park 5.306 4.133
Participation Mechelen Business Center 4.135 812
Participation Intervest Nederland Coöperatief U.A. 76.208 50.638
Participation Genk Green Logistics 574 591
Participation Edda21 0 9.661
Fair value of financial derivatives 252 156
Receivables from affiliated companies 134.011 100.020
Total non-current financial assets 220.435 165.365

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 € 2019 2018
Net result 65.765 34.114
Adjustment for non-cash flow transactions included in the net result:

Write-downs
386 363

Depreciations
267 75

Reversal of depreciations
-105 -35

Other non-monetary elements
-15.107 -561

Result on disposal of real estate properties
-5.364 0

Changes in fair value of investment properties
373 -2.253
Corrected result (A) 46.215 31.703
+ Profits and losses* realised on real estate during the financial year 10.121 0
- Capital gains on real estate realised during the financial year are exempt from the
mandatory payment, subject to their reinvestment within a period of 4 years
-10.756 0
Net gains for realisation of real estate properties non-exempted from
mandatory distribution (B)
-636 0
Total (A + B) 45.579 31.703
Total (A + B) x 80% 36.463 25.363
Debt reduction (-) -28.060 0
Distribution requirement 8.403 25.363

* Profits 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 non-current financial assets (€ -18 million), the other result on portfolio (€ 1 million), the non-cash flow elements of rental discounts and rental benefits granted to tenants (€ -1 million) and the changes in fair value of financial assets and liabilities (€ 3 million).

Intervest has a minimum pay-out obligation of € 8 million for financial year 2019.

Calculation of the result per share

2019 2018
Net result (€ 000) 65.765 34.114
Weighted average number of shares 24.516.858 19.176.981
Net result per share (€) 2,68 1,78
Diluted net result per share (€) 2,68 1,78
EPRA earnings (€ 000) 46.820 31.168
Weighted average number of shares 24.516.858 19.176.981
EPRA earnings per share (€) 1,91 1,63

Proposed dividend per share

The shareholders will be offered a gross dividend of € 1,53 for financial year 2019. This gross dividend offers shareholders a gross dividend yield of 6% based on the closing share price as at 31 December 2019 (€ 25,60).

2019 2018
EPRA earnings per share (€) based on weighted average number of shares 1,91 1,63
Dividend payment expressed as a percentage of the statutory EPRA earnings (%) 80% 86%
Gross dividend per share owned for an entire year (€) 1,53 1,40
Number of shares entitled to dividend 24.657.003 24.288.997
Remuneration of capital (€ 000) 37.725 27.096

Following the close of the financial year, the board of directors proposed the following dividend distribution. This will be presented for approval to the general shareholders' meeting as at 29 April 2020. 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 pursuant to article 617 and article 7:212 of the Belgian Companies Code

The amount, as referred to in article 617 and article 7:212 of the Belgian Companies Code, of paid-up capital or, if this amount is higher, of the requested capital, plus all the reserves that may not be distributed according to the Act or the articles of association is determined in Chapter IV of attachment C of the RREC Royal Decree.

in thousands € 2019 2018
Non-distributable elements of shareholder's equity for result distribution
Paid-up capital 224.685 221.332
Unavailable issue premiums, according to the articles of association 173.104 167.883
Reserve for the positive balance of changes in fair value of real estate 38.141 33.576
Reserve for the positive balance of changes in the investment value of real estate 66.545 51.234
Reserve for the impact on the fair value of estimated transaction rights and costs
resulting from the hypothetical disposal of investment properties
-28.404 -17.658
Reserve for the balance of changes in fair value of authorised hedging instruments
not subject to hedge accounting
-3.457 -1.841
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* 9.780 15.308
Financial year 19.901 15.308
Previous financial years -10.121 0
Changes in fair value* of investment properties due to realisation of investment
properties
3.923 0
Estimated transaction rights and costs resulting from the hypothetical disposal of
investment properties
-1.814 -10.747
Changes in fair value of financial assets and liabilities -3.065 -1.615
Total non-distributable shareholder's equity 441.387 423.986
Statutory shareholder's equity 527.132 479.890
Planned dividend distribution 37.725 27.096
Number of shares entitled to dividend 24.657.003 24.288.997
Gross dividend per share (€) 1,53 1,40
Shareholder's equity after dividend distribution 489.407 452.794
Remaining reserves after distribution 48.020 28.808

* Based on the changes in investment value of investment properties.

For financial year 2019, €1,53 is paid out per share. The remaining reserve after payment increased by € 19,2 million compared to the previous financial year. Of this, € 9,1 million is the result of the payment percentage of 80% on the EPRA earnings and € 10,1 million is the result achieved on the divested buildings of 2019.

General information

    1. Identification
    1. Extract from the articles of association
    1. Statutory auditor
    1. Liquidity provider
    1. Property experts
    1. Property managers
    1. RREC legal framework
    1. RREC tax system
    1. Tax system in the Netherlands
    1. Information related to the annual financial reports of 2017 and 2018
    1. Required components of the annual report
    1. Persons responsible for the content of the annual report

Liège – CooperVision

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 2019, 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)

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

Liège – CooperVision

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. 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 20 May 2019, drawn up in a deed executed

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 law as the "AIFMD Act".

by notary Eric De Bie and deposited at the Registry of the enterprise court in Antwerp for announcement in the Appendices of the Belgian Official Gazette under number 31/05/2019/0319563, whereby the board of directors 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).

The company draws publicly on the savings system in the sense of article 438 of the Belgian Companies Code.

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 that are mentioned in the prospectus are available for inspection at the company's registered office.

Purpose of the company

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°, VI to X 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 of a forestial, agricultural or mining nature;
  • II. voting shares issued by real estate companies managed exclusively or jointly by the company;
  • III. option rights to property;
  • IV. shares of public or institutional regulated real estate companies, provided that the latter are jointly or exclusively managed by the company;
  • 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. shares of public 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 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 (hereinafter "Real Estate Investment Trusts" (or "REITs")

X. property certificates as defined in Article 5, §4 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.

In the context of making available real estate, the company may execute all activities related to the establishment, rebuilding, renovation, development, acquisition, disposal, management and exploitation of real estate.

The company develops a strategy enabling it to position itself in all stages of the value chain of the real estate sector. To this end, the company acquires and disposes of real estate and rights in rem with regard to real estate with the objective of making the same available to its users, however the company may also manage its development, (the renovation, development, expansion, establishment, etc.), and the daily management of real estate in its possession. It may be a building manager for real estate of which it is co-owner or "property manager" of a building complex of which it is one of the owners. In this context it may execute all other activities that provide added value to its real estate or to its users (facility management, the organisation of events, caretaker services, renovation activities adapted to the specific needs of the tenant, etc.). The company may also offer customised real estate solutions whereby the real estate is adapted to the specific needs of its users.

For that purpose:

  • a. the company exercises its activities independently, without delegating such activities to a third party other than an affiliated company in any way whatsoever, pursuant to Articles 19 and 34 of the RREC Act, by which means the asset management cannot be delegated;
  • b. it maintains direct relationships with its clients and suppliers;
  • c. it has, with a view to the execution of its activities in the manner stipulated by this article, operational teams at its disposal, which form a significant proportion of its workforce.

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 is 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 association1

Capital - Shares

Article 7 - Authorised capital

The board of directors 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 priority allocation (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.

The board of directors 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 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.

For every capital increase, the board of directors shall propose the price, any issue premium and the issue conditions for the new shares, unless the general meeting should decide otherwise.

Article 8 - Nature of the shares

The shares are registered or in the form of dematerialised securities. 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.

Any transfer inter vivos or pursuant to death, and

any exchange of securities, shall be indicated in the above-mentioned register.

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 11 - Transparency regulations

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.

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

Administration and supervision

Article 12 - Nomination - dismissal vacancy

The company is managed by a board of directors consisting of at least three directors, 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 the latter may revoke at any time. In the event that one or more directors' positions become vacant, the remaining directors have the right to fill the vacancy on a provisional basis until the next general meeting, when a definitive appointment will be made.

In application of what is determined by article 13 of the RREC Act, the board of directors is composed in such way that the company can be managed pursuant to article 4 of the RREC Act.

At least three independent directors within the meaning of article 526ter of the Belgian Companies Code must sit on the board of directors.

1 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.intervestoffices.be.

The senior management of the public regulated real estate company must be consigned to at least two persons.

All directors and their representatives must 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 board of directors and the persons in charge of the senior management must satisfy the requirements of Articles 14 and 15 of the RREC Act.

Notwithstanding the transitional stipulations as provided for by Article 38, the members of the board of directors and the persons with a senior management mandate are exclusively natural persons.

Article 15 - Delegation of authority

In application of Article 524bis of the Belgian Companies Code, the board of directors can put together a management committee, whose members are selected from inside or outside the board. The powers to be transferred to the management committee are all managerial powers with the exception of those managerial powers that might relate to the company's general policy, actions reserved to the board of directors on the basis of statutory provisions or actions and transactions that could give rise to the application of Article 524 of the Belgian Companies Code. If a management committee is appointed, the board of directors is charged with the supervision of this committee.

The board of directors determines the conditions for the appointment of the members of the management committee, their dismissal, their remuneration, any severance pay, the term of their assignment and working methods.

If a management committee is appointed, it can only delegate day-to-day management of the company.

If no management committee is appointed, the board of directors can only delegate day-to-day management as provided for by article 13, fourth paragraph of the current articles of association.

The board of directors, the management committee and the managing directors charged with the day-to-day management may also, within the context of this day-today management, assign specific powers to one or more persons of their choice, within their respective areas of competence.

The board can determine the remuneration of each mandate-holder to whom special powers are assigned, all in accordance with the applicable legislation on regulated real estate companies.

Notwithstanding the transitional stipulations as provided by Article 38, the members of the management committee are exclusively natural persons and must comply with Articles 14 and 15 of the RREC Act.

Article 17 - Conflicts of interest

The directors, 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 Code as they may be amended.

Article 18 - Audit

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.

The statutory auditor(s) also audits (audit) and certifies (certify) the accounting information contained in the company's annual accounts.

The statutory auditor's task 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 19 - General, special and extraordinary general meeting

The ordinary general meeting of shareholders, known as the annual meeting, must be convened every year on the last Wednesday of April at 4:30 p.m.

If this day is a public holiday, the meeting will be held on the next working day.

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. An extraordinary general meeting can be convened before a notary at any time to deliberate and decide on amendments to the articles of association.

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 22 - Participation in the general meeting

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.

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 he, she or it would like to participate in the general meeting. This certificate must be filed no later than six days prior to the date of the general meeting at the company's registered office or with the institutions referred to in the invitation.

The owners of registered shares who wish to participate in the meeting must inform the company of their intention to do so by regular post, fax or e-mail no later than six days prior to the date of the meeting.

Article 26 - Voting rights

Each share gives the holder the right to one vote.

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.

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 30 - 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. This obligation is not detrimental to Article 617 of the Belgian Companies 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 Code.

The remuneration of the statutory auditor amounts to € 74.000 (excl. VAT) as from the financial year commencing as at 1 January 2019 for the survey of the statutory and consolidated annual accounts.

PricewaterhouseCoopers was appointed statutory auditor for perimeter company Edda21 nv until the time of the merger as at 11 December 2019. Deloitte Bedrijfsrevisoren is appointed statutory auditor for the other 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 2019, 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 Julien Dubaere. They evaluate the office portfolio. The remuneration for financial year 2019 amounted to € 67.408 (excluding VAT).
  • CBRE Valuation Services bvba, Avenue Lloyd George/ Lloyd Georgelaan 7, 1000 Brussels, represented by Pieter Paepen and Kevin Van de Velde. They evaluate the logistics properties. The remuneration for financial year 2019 amounted to € 54.650 (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 2019 amounted to € 33.000 (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. However, this property management is under supervision of the technical director of Intervest who has incorporated the necessary internal control procedures. 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

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, cost-effective 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 ability to take out mortgages
  • 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
  • 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 board of directors
  • the fixed fees of directors and the actual 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.

8. 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.

It is true that the tax authority still considers (see point 3 of the circular letter of 23 December 2004) that the actual value of the company's assets on the date that it is recognised as a RREC cannot be less than an amount corresponding to the value of the company's assets as would be determined in comparison with the value of the issued shares, or the price of the shares acquired or offered to the public, less the registration fees and VAT that are included in the property valuation reports. It is the intention to include the so-called securitisation premium in the taxable base of the exit tax. The securitisation premium is the premium that investors in an RREC are prepared to pay on top of the net assets reflected by the expected added value resulting from the recognition of the RREC by the FSMA. As described in Note 25 of the Financial report, Intervest disputes this interpretation.

9. Tax system in the Netherlands

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.

10. Information related to the annual financial reports of 2017 and 2018

  • Consolidated annual accounts 2018: p. 168 to p. 221 of the 2018 annual financial report
  • Management report covering 2018: p. 36 to p. 167 of the 2018 annual financial report
  • Auditor's report covering 2018: p. 222 to p. 227 of the 2018 annual financial report
  • Key figures 2018: p. 20 to p. 28
  • Consolidated annual accounts 2017: p. 208 to p. 255 of the 2017 annual financial report
  • Management report covering 2017: p. 40 to p. 205 of the 2017 annual financial report
  • Auditor's report covering 2017: p. 256 to p. 261 of the 2017 annual financial report
  • Key figures 2017: p. 22 to p. 31

11. Required components of the annual report

In accordance with Articles 96 and 119 of the Belgian Companies Code, the required parts of the Intervest annual report are presented in the following chapters:

  • Risk factors
  • Report of the board of directors 2. Corporate Governance Statement
  • Report of the management committee 2. Important developments in 2019
  • Report of the management committee 3. Financial results 2019
  • Report of the management committee 7. Outlook for 2020
  • Financial report

PERSONS RESPONSIBLE FOR THE CONTENT OF THE ANNUAL REPORT

Pursuant to Article 13 §2 of the Royal Decree of 14 November 2007, the board of directors, composed of Jean-Pierre Blumberg (chairman), Marleen Willekens, Jacqueline Heeren-de Rijk, Johan Buijs and Gunther Gielen, 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 concepts which Intervest considers to be alternative performance measures are included in this chapter of the Annual Report 2019, called "Terminology and 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 estateproperty. 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, 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 € 31.12.2019 31.12.2018
Net interest charges A 8.543 8.039
Weighted average debt for the period B 400.793 326.575
Average interest rate of the
financing (based on 360/365) (%)
=A/B 2,1% 2,4%

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 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

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 December 2014 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 in a completely different chapter in this annual report, i.e. chapter 6 of the Report of the management committee. 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★ Net Asset Value (NAV) adjusted to account for the fair value of investment prop
erties and to the exclusion of certain elements that do not fit within the financial
model for real estate nvestment in the long term. In practice: total shareholders'
equity attributable to the shareholders of the parent company, adjusted for the
fair value of financial instruments and deferred taxes, divided by the number of
shares at the end of the year.
EPRA NNNAV★ EPRA NAV adjusted to account for the fair value of the financial instruments, the
debts and the deferred taxes.
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 discount
ed 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 portfolio
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 € 31.12.2019 31.12.2018
Net result 65.748 34.105
Eliminated from the net result (+/-):

Result on disposals of investment properties
-5.364 0

Changes in fair value of investment properties
-22.307 -7.033

Other result on portfolio
5.661 2.472

Changes in fair value of financial assets and
liabilities
3.065 1.615

Other non-distributable elements based on the
statutory annual account of Intervest Offices &
Warehouses nv.
0 0

Minority interests
17 9
EPRA earnings 46.820 31.168

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 company's consolidated annual accounts.

Application - The EPRA earnings per share measure the EPRA earnings per weighted average number of shares and makes it possible to compare these with the gross dividend per share.

Reconciliation 31.12.2019 31.12.2018
EPRA earnings (in thousands €) A 46.820 31.168
Weighted average number of shares B 24.516.858 19.176.981
EPRA earnings per share (in €) =A/B 1,91 1,63

EPRA net asset value (EPRA NAV)

Definition - Net Asset Value (NAV) adjusted to account for the fair value of investment properties and to the exclusion of certain elements that do not fit within the financial model for real estate investments in the long term.

Application - Total shareholders' equity attributable to the shareholders of the parent company, adjusted for the fair value of financial instruments and deferred taxes, divided by the number of shares at the end of the year.

Reconciliation 31.12.2019 31.12.2018
Shareholders' equity attributable to the
shareholders of the parent company
(in thousands €)
A 523.859 476.617
The fair value of financial instruments and
deferred tax (in thousands €)
B 13.402 6.364
Number of shares at end of period C 24.657.003 24.288.997
EPRA NAV (in €) =(A+B)/C 21,79 19,88

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 1,07.

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.

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".

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

Definition - The net result per 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 31.12.2019 31.12.2018
Net result (in thousands €) A 65.765 34.114
Weighted average number of shares B 24.516.858 19.176.981
Net result per share (in €) =A/B 2,68 1,78

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.

Reconciliation 31.12.2019 31.12.2018
Shareholders' equity attributable to share
holders of the parent company
(in thousands €)
A 523.859 476.617
Reserve for the impact on fair value of esti
mated transaction rights and costs resulting
from the hypothetical disposal of investment
properties (in thousands €)
B 28.404 17.658
Shareholders' equity attributable to the
shareholders of the parent company -
investment value (in thousands €)
C=A+B 552.263 494.275
Number of shares at year-end D 24.657.003 24.288.997
Net value (investment value)
per share (in €)
=C/D 22,40 20,35

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 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 € 31.12.2019 31.12.2018
Operating result
before result on portfolio
A 55.891 39.554
Rental income B 66.143 47.920
Operating margin (%) =A/B 85% 83%

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 (RREC Act) and by the Royal Decree of 13 July 2014 on regulated real estate companies (RREC Royal Decree) in order to stimulate joint investments in real estate properties.

Result on portfolio

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 the current financial year.

Reconciliation in thousands € 31.12.2019 31.12.2018
Result on disposals of investment properties 5.364 0
Changes in fair value of investment properties 22.307 7.033
Other result on portfolio -5.661 -2.472
Result on portfolio 22.010 4.561

RREC Act

The Act of 12 May 2014 on regulated real estate companies.

RREC Legislation

The RREC Act and the RREC Royal Decree.

249

RREC Royal Decree

The Royal Decree of 13 July 2014 on regulated real estate companies.

Share liquidity

The ratio between the numbers of shares traded in one day and the number of shares.

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.

Yield of a share

The yield of a share in a certain period is equal to the gross yield. This gross yield 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).

Intervest Offices & Warehouses nv Uitbreidingstraat 66 2600 Berchem

T + 32 3 287 67 67 F + 32 3 287 88 69

RLP Antwerp

VAT BE 0458.623.918

www.intervest.be

Comments or remarks? Questions? [email protected]

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 board of directors, 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.be).

Ce rapport annuel est également disponible en français.

Dit jaarverslag is ook beschikbaar in het Nederlands.

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