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Aedifica SA

Annual Report Mar 31, 2021

3904_10-k_2021-03-31_87ef96fa-41cc-4367-a6ef-6237b3e46851.pdf

Annual Report

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Housing with care

Aedifica is a Belgian listed company that specialises in investments in European healthcare real estate, with a particular focus on housing for elderly people with care needs.

Thanks to its successful strategy over the past fifteen years, the Group has established itself as a market reference in listed healthcare real estate and aims to further reinforce this position in the coming years.

Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, social sustainability is a fundamental driving force for us: we want to create added value for society at large by developing innovative real estate concepts that are tailored to the needs of residents and that improve their quality of life.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). 7 THIS IS AEDIFICA

24 LETTER TO THE

SHAREHOLDERS

61

EPRA

115 CORPORATE GOVERNANCE STATEMENT

29

MANAGEMENT REPORT

  • 31 Important events
  • 41 Covid-19 impact
  • 42 Management of financial resources
  • 45 Summary of the consolidated financial statements as of 31 December 2020
  • 53 Outlook for 2021
  • 55 Group structure

77

PROPERTY REPORT

  • 78 The healthcare real estate market
  • 82 Portfolio analysis as of 31 December 2020
  • 86 Summary table of investment properties as of 31 December 2020
  • 105 Valuation experts' report

109 - Aedifica on the stockmarket

  • 110 Stock price and volume
  • 112 Dividend
  • 113 Shareholding structure
  • 113 Agenda of the shareholder
  • 161 Corporate social responsibility
  • 168 Risk factors

181

FINANCIAL STATEMENTS

  • 183 Consolidated financial statements 2019/2020
  • 189 Notes to the consolidated financial statements
  • 245 Auditor's report
  • 251 Abridged statutory financial statements 2019/2020
  • 258 Standing documents
  • 275 Glossary

This is Aedifica

Aedifica has been investing in European healthcare real estate for fifteen years. Thanks to our successful strategy, our real estate portfolio has grown by an average of 28% annually. In 2019/2020, we have again fulfilled our ambitions by adding Finland and Sweden as new countries to the portfolio and completing a record amount of new investments. The fact that investors like Aedifica's recipe is demonstrated, amongst other things, by its inclusion in the BEL 20 and the several successful capital increases completed by the Group in the past financial year.

2019/2020

BELGIUM 82 sites >8,300 residents 495,000 m² €1,151 m fair value €20 m in pipeline 21 years WAULT11 5.3% rental yield2 UNITED KINGDOM 96 sites >6,200 residents 268,000 m² €633 m fair value €66 m in pipeline 22 years WAULT1 6.8% rental yield2 GERMANY 75 sites >7,400 residents 434,000 m² €634 m fair value €462 m in pipeline 22 years WAULT1 5.7% rental yield2 FINLAND 172 sites 2,500 residents & 9,200 children 189.000 m² €719 m fair value €115 m in pipeline 12 years WAULT1 5.6% rental yield2 NETHERLANDS 66 sites >3,100 residents 360,000 m² €516 m fair value €87 m in pipeline 18 years WAULT1 5.8% rental yield2 SWEDEN 5 sites 12 residents & 400 children 4,700 m² €20 m fair value €5 m in pipeline 17 years WAULT1 5.8% rental yield2 NEW 2020 NEW 2020 NEW 2021

1 Weighted average unexpired lease term.

2 Based on fair value as determined by valuation experts and recalculated every three months. For healthcare real estate, the gross yield is usually equal to the net yield ('triple net' contracts). In Belgium, the United Kingdom and (often also) the Netherlands, it is common for the operator to bear all operating expenses, maintenance costs and loss of rent. In Germany, Finland and Sweden (and sometimes the Netherlands) the net yield is usually lower than the gross yield, as some costs are borne by the owner ('double net' contracts).

1 Fair value of the marketable investment properties including assets classified as held for sale.

KEY FIGURES 2019/20201

Investment properties (x €1,000) 31/12/2020 30/06/2019
Marketable investment properties in fair value incl. assets classified as held for sale* 3,673,347 2,269,744
Development projects 141,320 51,205
Total of investment properties in fair value incl. assets classified as held for sale* 3,814,667 2,320,949
Net asset value per share (in €)2 31/12/2020 30/06/2019
Net asset value after deduction of the 2018/2019 dividend3
, excl. changes in fair value of hedging
instruments*
67.17 57.96
Effect of the changes in fair value of hedging instruments -1.58 -2.05
Net asset value after deduction of the 2018/2019 dividend3 65.59 55.90
Number of share outstanding (excl. treasury shares) 33,086,572 24,601,158
Consolidated income statement -
analytical format
(x €1,000)
31/12/2020
(18 months)
31/12/2020
(12 months
- restated
period)
31/12/2019
(12 months
- restated
period)
30/06/2019
(12 months)
Rental income 259,505 187,535 139,585 118,413
Rental-related charges -3,344 -2,753 -640 -41
Net rental income 256,161 184,783 138,944 118,372
Operating charges* -44,539 -33,228 -23,870 -21,230
Operating result before result on portfolio 211,622 151,554 115,075 97,142
EBIT margin* (%) 83% 82% 83% 82%
Financial result excl. changes in fair value* -38,755 -28,323 -21,966 -20,168
Corporate tax -11,530 -7,703 -6,946 -4,498
Share in the profit or loss of associates and joint ventures
accounted for using the equity method in respect of EPRA
Earnings
1,568 798 1,052 282
Non-controlling interests in respect of EPRA Earnings -187 -158 -259 -613
EPRA Earnings* (owners of the parent) 162,718 116,168 86,956 72,145
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings* (owners of the parent) per share
(€/share)
6.14 4.23 3.87 3.74
EPRA Earnings* 162,718 116,168 86,956 72,145
Changes in fair value of financial assets and liabilities -2,169 -5,587 -3,699 -7,304
Changes in fair value of investment properties 25,049 5,069 70,202 63,317
Gains and losses on disposals of investment properties -559 -1,827 8,659 7,321
Negative goodwill / goodwill impairment 0 0 132 0
Deferred taxes in respect of EPRA adjustments -14,811 -11,041 -8,141 -6,216
Share in the profit or loss of associates and joint ventures
accounted for using the equity method in respect of the
above
3,007 1,180 2,680 853
Non-controlling interests in respect of the above -167 -68 -2,884 -6,618
Roundings 0 0 -2 -1
Profit (owners of the parent) 173,068 103,894 153,903 123,497
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
Earnings per share (owners of the parent -
IAS 33 - €/share)
6.53 3.78 6.85 6.41

1 Please note that the financial year 2019/2020 has been extended by six months, to 31 December 2020 inclusive. In order to allow comparison with the previous period, the income statement figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2020 (18 months) and 06/2019 (12 months) were audited. For the other two restated periods, the auditors conducted a number of review procedures and no issues were identified.

2 The interim dividend distributed in October 2020 has already been deducted.

3 See Note 44.6.

Consolidated balance sheet (x €1,000) 31/12/2020 30/06/2019
Investment properties including assets classified as held for sale* 3,814,667 2,320,949
Other assets included in debt-to-assets ratio 252,274 65,061
Other assets 234 117
Total assets 4,067,175 2,386,127
Equity
Equity excl. changes in fair value of hedging instruments* 2,222,523 1,480,082
Effect of the changes in fair value of hedging instruments -52,212 -50,533
Non-controlling interests 2,625 103
Equity 2,172,936 1,429,652
Liabilities included in debt-to-assets ratio 1,757,683 888,158
Other liabilities 136,556 68,317
Total equity and liabilities 4,067,175 2,386,127
Debt-to-assets ratio (%) 43.2% 37.2%
Key performance indicators according to the EPRA principles 31/12/2020
(18 months)
30/06/2019
(12 months)
EPRA Earnings* (in €/share) 6.14 3.74
EPRA NRV* (in €/share) 75.43 62.56
EPRA NTA* (in €/share) 64.34 58.42
EPRA NDV* (in €/share) 60.13 55.61
EPRA NAV* (in €/share) 70.65 58.44
EPRA NNNAV* (in €/share) 65.01 55.61
EPRA Net Initial Yield (NIY) (in %) 5.2% 5.5%
EPRA Topped-up NIY (in %) 5.3% 5.5%
EPRA Vacancy Rate (in %) 0.2% 0.0%
EPRA Cost Ratio (including direct vacancy costs)* (in %) 18.5% 18.0%
EPRA Cost Ratio (excluding direct vacancy costs)* (in %) 18.5% 17.9%

LEFT HUIZE DE COMPAGNIE – CARE RESIDENCE IN EDE (NL)

Belgium

Aedifica invested approx. €83 million in 4 new Belgian healthcare real estate sites in the course of the financial year. These acquisitions further diversified our tenant base by adding 4 new care operators. Moreover, the acquisitions of the Klein Veldekens care campus in Geel and De Gouden Jaren care home in Tienen were financed through contributions in kind. 3 extension and renovation projects and 1 development project were completed in 2019/2020 as well.

€83 million

in new investments made

projects completed

4

KLEIN VELDEKENS

In July 2020, Aedifica invested approx. €39 million in Klein Veldekens, a brandnew innovative care campus in Geel.

  • Klein Veldekens is a pilot project aimed at developing an innovative residential care concept and novel vision of future care and receives support from the Flemish Ministry for Welfare.
  • The construction emphasised the use of recyclable materials with a low environmental impact and long lifespan.

• The campus accommodates 132 residents with varying care needs. The operator is certified to operate 90 residential units as care home units and may allocate this label flexibly according to the residents' care needs, irrespective of the type of accommodation. This means that residents are no longer required to move as their care needs

increase.

• Additionally, the care campus is a social project with links to the surrounding community through the integration of care functions that are also used by people from outside the campus, such as a day-care centre, a children day-care centre, a GP practice and a service centre (which are not part of Aedifica's investment).

"This project demonstrates our commitment to the development of new, innovative residential care concepts that meet the evolving expectations of the elderly and current challenges in the care sector, with a focus on flexibility and small-scale residential groups."

Stéphanie Lomme, Country Manager Belgium

ABOVE LE JARDIN INTÉRIEUR – FRASNES-LES-ANVAING CARE HOME, ACQUIRED IN OCTOBER 2020

LEFT KLEIN VELDEKENS – GEEL CARE CAMPUS, ACQUIRED IN JULY 2020

Germany

Over the course of the financial year, Aedifica made investments and announced new projects in Germany amounting to approx. €554 million. In addition to numerous acquisitions, construction also started on eight care campuses from the two last phases of the first framework agreement with Specht Gruppe concluded in 2017. Furthermore, in September 2020 Aedifica concluded a second framework agreement with Specht Gruppe. Six development and renovation projects from the pipeline also reached completion in 2019/2020.

€554 million

in new investments made and projects announced

6

projects completed

FRAMEWORK AGREEMENT WITH SPECHT GRUPPE

In September 2020, Aedifica signed a second framework agreement with Specht Gruppe for a total amount of approx. €200 million.Under this framework agreement, 10 new care campuses with a total capacity of approx. 1,260 units will be developed in Germany by 2024.

In 2017, Aedifica concluded the first framework agreement with Specht Gruppe, for the development of 16 projects (4 of which have now been completed, 9 are still under construction and 3 will start in early 2021).

"Aedifica's new agreement with Specht Gruppe is another major step forward in the expansion of our German healthcare portfolio, as the Group continues to build the healthcare real estate of the future."

Heinz Beekmann, Country Manager Germany

KALTENKIRCHEN – KALTENKIRCHEN DEVELOPMENT PROJECT, COMPLETED IN JANUARY 2020

SENIORENQUARTIER

MIDDLE HAUS STEINBACHHOF – CHEMNITZ CARE HOME, ACQUIRED IN JULY 2019

LEFT

ABOVE

PROJECT 2ND FRAMEWORK AGREEMENT – IMPRESSION OF A DEVELOPMENT PROJECT FROM THE 2ND FRAMEWORK AGREEMENT WITH SPECHT GRUPPE

Netherlands

In 2019/2020, Aedifica made investments and announced new projects in the Netherlands amounting to approximately €192 million. In addition to acquiring various care buildings (including a portfolio of five buildings in Hoogeveen operated by a not-for-profit operator, Aedifica's first mental health centre and Aedifica's first school for children with behavioural and development problems), 11 new projects were added to the pipeline and nine development and renovation projects were completed. Aedifica also set up a joint venture with Korian to invest in Dutch healthcare real estate development together.

JOINT VENTURE WITH KORIAN

In December 2020, Aedifica and Korian set up a joint venture to invest together in the development of Dutch healthcare real estate.

Each partner will finance 50% of the investment volume and own 50% of the real estate.

The joint venture will invest up to €75 million at a minimum. The planned care properties are small-scale care residences tailored to suit the needs of elderly people requiring residential care.

Special attention will be paid to the buildings' energy efficiency and environmental performance according to the Dutch GPR standard.

All the joint venture's care properties will be operated by the Korian group. The initial portfolio includes one care property that is already operational and three projects under construction. Another project was already added to the pipeline in January 2021.

€192 million in new investments made and projects announced

9 projects completed

"Joining forces with Korian opens up new opportunities for continued growth in the Netherlands. Thanks to our combined experience, even more Dutch seniors can count on us for sustainable, innovative care concepts that put residents centre stage and give them space to receive care in the ways they prefer."

Eric Scheijgrond, Country Manager Netherlands

ABOVE U-CENTER – EPEN MENTAL HEALTH CENTRE, ACQUIRED IN SEPTEMBER 2020

LEFT ZORGHUIS HENGELO – HENGELO CARE RESIDENCE IN JOINT VENTURE WITH KORIAN, ACQUIRED IN DECEMBER 2020

United Kingdom

In 2019/2020, Aedifica made investments and announced new projects in the UK amounting to approx. €174 million. A large portfolio of five care homes was acquired at the beginning of 2020, with three more brand-new care homes added in the course of the financial year. In addition, three new projects were added to the pipeline, while two renovation projects were completed.

ABOVE THE HAWTHORNS – SOUTHAMPTON CARE HOME, ACQUIRED IN JANUARY 2020

MIDDLE RICHMOND MANOR – AMPTHILL CARE HOME, ACQUIRED IN AUGUST 2020

BELOW ABBOTS WOOD MANOR – HAILSHAM FORWARD PURCHASE OF A CARE HOME, ANNOUNCED IN SEPTEMBER 2020

In January 2020, Aedifica invested approx. €71 million in a portfolio of five care homes. The buildings were built between 2005 and 2012 specifically for care provision. The portfolio houses over 460 elderly people requiring continuous care.

€174 million

in new investments made and announced

2

projects completed

ABBOTS WOOD MANOR

In September, Aedifica announced the forward purchase of Abbots Wood Manor, a care home in Hailsham.

This new build is specifically designed for care provision and houses up to 60 seniors requiring continuous care. The building was completed and added to the portfolio in January 2021.

Finland

At the end of January 2020, Aedifica completed its tender offer for Hoivatilat (a Finnish healthcare real estate investor and developer operating in Finland and Sweden), marking the Group's entry into the Northern European market. Since the acquisition, the Hoivatilat team has made investments and announced new projects in Finland amounting to approximately €177 million. Not only were new projects added to the pipeline, two large portfolios covering 7 and 10 healthcare real estate sites were also acquired at the end of December 2020. In addition, 19 development projects amounting to €76 million have been completed since the acquisition.

Hoivatilat

& Aedifica join forces

€177 million

in new investments made and projects announced

19

projects completed since acquisition

ISOKARHUNKIERTO

The Isokarhunkierto service community in Tuusula was completed in August 2020.

  • The site brings together multiple generations through a unique combination of an elderly care home and a children day-care centre with other services that are open to all local residents, such as a dog daycare and a restaurant.
  • The communal garden and shared facilities offer plenty of space to live active daily lives not only the elderly and children but also the visitors and staff.

ABOVE TUUSULAN ISOKARHUNKIERTO – TUUSULA SERVICE COMMUNITY, COMPLETED IN AUGUST 2020

RIGHT TUUSULAN ISOKARHUNKIERTO – TUUSULA SERVICE COMMUNITY, COMPLETED IN AUGUST 2020

"Aedifica and Hoivatilat want to contribute to a better society by creating innovative housing concepts for an ageing and increasingly urban Europe. We look forward to expanding on our growth and developing our concepts further in cooperation with our

partners and with the support of Aedifica."

Jussi Karjula, CEO Hoivatilat Finland

Sweden

Through the acquisition of Hoivatilat, the Aedifica group is also taking its first steps into Sweden. The first development projects were completed in March and April 2020: 2 brand-new specialist care homes for people with a disability in Uppsala and Heby. In addition, 3 day-care centres for children aged 0 to 6 were completed in the second half of 2020.

5

projects completed

The first two development projects that have been completed in Sweden are specialist care homes for people with a disability.

  • The modern apartments are specifically designed to meet the needs of people with a disability and improve their quality of life.
  • The care centres feature innovative technology enabling remote operation of the apartments, optimising and safeguarding the quality of care and maintenance.

"Our Swedish pipeline currently encompasses specialist care homes and children day-care centres. We will however also be adding elderly care homes in the future. We look forward to further developing our Swedish activities."

Maria Frid, CEO Hoivatilat Sweden

ABOVE LSS-BOENDE GRÅMUNKE – UPPSALA SPECIALIST CARE HOME FOR PEOPLE WITH A DISABILITY, COMPLETED IN MARCH 2020

LEFT ESKILSTUNA MESTA – ESKILSTUNA CHILDREN DAY-CARE CENTRE, COMPLETED IN AUGUST 2020

Our strategy

Aedifica is a Belgian listed company specialising in investments in European healthcare real estate, with a particular focus on housing for older people with care needs. Thanks to our successful strategy over the past fifteen years, our Group has established itself as a market reference in listed healthcare real estate and aims to further reinforce this position in the coming years.

Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, social sustainability is one of our fundamental drivers. We want to create added value not just for our shareholders, but for society as a whole. We aim to fulfil all our stakeholders' expectations responsibly:

  • those of our tenants and their residents, by developing innovative real estate concepts that fit residents' needs and improve their quality of life;
  • those of our shareholders, by investing in a portfolio of high-quality care buildings that generate recurring, indexed rental income, with potential capital gains;
  • those of our employees, by investing in their well-being, encouraging them to develop and providing a healthy workplace that embraces diversity;
  • those of society and the environment, by fully committing to sustainability and accelerating our corporate social responsibility efforts.

The Group's strategy relies on four pillars: growth potential, expertise, diversification and sustainable business.

Social sustainability is one of our fundamental drivers. We want to create added value not just for our shareholders, but for society as a whole.

RIGHT LAHDEN JAHTIKATU – CHILDREN DAY-CARE CENTRE IN LAHTI (FI)

AGEING OF EUROPEAN POPULATION BY AGE GROUP

2.1 SECTOR WITH GROWTH POTENTIAL

Aedifica invests in a real estate segment with great potential for growth. Europe's population is ageing and living longer: by 2060, more than 10% of Europe's population will be over 80 years of age. The Group expects this demographic trend to drive the demand for healthcare real estate further in the next 40 years.

Currently, the most developed segment in the European healthcare real estate sector is real estate for elderly care in the broadest sense. This makes this segment the most relevant to Aedifica as well. However, the ageing population is also expected to affect the 'consumption' of care. This trend will have a significant impact on both the development of other care segments, whether residential or non-residential, and on related activities such as acute care, outpatient care and specialised care (patient hotels, rehabilitation centres, hospitals, medical centres, mental health centres, residential care centres for people with a disability, etc.). Therefore, Aedifica is also interested in investing in such healthcare real estate market segments. The Group constantly evaluates the needs and opportunities arising from this demographic shift as well as the effects of technological and scientific progress.

Furthermore, care providers (mainly in the consolidating private segment) continue to develop their activities, while governments have only limited resources to meet the growing demand and are therefore more often focused on funding care and dependent care facilities than on providing care as a public operator. As a result, both private and public operators rely on private investors to fund healthcare real estate infrastructure that meets the needs of the ageing population.

2.2 EXPERTISE

Thanks to the expertise and knowledge we have built up over the past 15 years, Aedifica can respond flexibly to increasing market demands and healthcare providers' specific real estate needs. We cooperate with high-quality healthcare providers and invest in their long-term growth as well as our own. Our long-term operator partnerships mean we are aware of their specific needs and expectations, allowing us to invest in buildings that combine innovative care concepts and technologies through development, redevelopment, acquisitions and/or renovation. Our expertise makes us a perfect partner for healthcare real estate investments, distinguishing us from other investors in the sector.

By 2060, more than 10% of Europe's population will be over 80 years of age. This will further stimulate the demand for healthcare real estate.

2.3 DIVERSIFICATION

Aedifica expands and optimises its real estate portfolio through the construction of brand-new care facilities and the acquisition, renovation and/or expansion of existing buildings. To limit any risks and avoid

over-reliance on a specific care concept or social security system, we develop a balanced portfolio through diversification as to geographical location, tenants and property type.

PAN-EUROPEAN PLATFORM

Aedifica has a proven track record in entering new markets and the creation of platforms for further growth. Since our expansion into Ireland in early 2021, (see page 38), we are active in seven countries: Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden and Ireland. More information on these countries' healthcare real estate market is available in the Property Report on page 78. This geographical diversification means that Aedifica is not dependent on a single social security system and allows us to further diversify our tenant base. We plan to continue exploring new European markets in the future.

Aedifica's European experience is also reflected in its business model, which relies on intensive cooperation and interaction with local teams in each country. In this way, we combine local proximity and agility with economies of scale regarding operational excellence and know-how into a business model that can be rolled out to new markets.

OPERATOR GROUPS

Aedifica leases its healthcare facilities to over 110 groups of professional and specialised healthcare providers (private, non-profit and public operators) through long-term leases. Each healthcare group that operates Aedifica

properties generates less than 15% of our total rental income, providing for a diversified income stream. Aedifica aims to continue diversifying its tenant base in the future as well.

BREAKDOWN OF CONTRACTUAL

BUILDING TYPES

Aedifica also diversifies its investments by type of building. Our primary focus is on meeting the growing demands caused by an ageing European population by investing in different types of accommodation for seniors with care needs. In addition to buildings focused on providing care for the elderly, Aedifica also invests in real estate offering other types of care (such as childcare, specialist care for people with a disability, mental health care, rehabilitation care, education, etc.) and real estate that offers multiple types of care at a single location.

Within its healthcare real estate portfolio, Aedifica distinguishes the following types of buildings:

  • Elderly care homes provide long-term accommodation for seniors who continuously rely on collective domestic services, assistance with daily tasks and nursing or paramedical care.
  • Senior housing is aimed at elderly people who want to live independently with access to care and services on request. The care properties consist of individual housing units where the elderly live independently, with common service facilities that can be used on an optional basis.
  • Mixed-use elderly care buildings combine within one building (or within several buildings on one site) housing units for both seniors requiring continuous care and seniors who want to live independently with care services available on demand. Moreover, the Group invests in care campuses that combine elderly care with other complementary care functions such as day-care

centres, medical centres, medical practices, children day-care centres, housing for people with a disability, etc. In northern Europe, our subsidiary Hoivatilat integrates these 'service communities' seamlessly into residential areas or city blocks, developing Aedifica's care buildings in unity with residential housing and other amenities such as restaurants or supermarkets.

  • In northern Europe, we also invest in children day-care centres aged 0 to 6, either as stand-alone centres or in combination with other care or school facilities, due to the ongoing urbanisation in Finland and Sweden that drives a specific demand for this type of care property. These day nurseries provide childcare for children aged 0 to 6.
  • The other care buildings accommodate various care activities (some combined with housing) and various target groups (regardless of age) with high or specific care needs due to disability, illness or other circumstances such as addiction treatment, emergency childcare, special education, etc.

We commit to an environmentally and socially responsible investment and development process from start to finish, together with our operational partners.

2.4 CORPORATE SOCIAL RESPONSIBILITY

Sustainable entrepreneurship is an integral part of Aedifica's DNA, because we believe that our company's long-term growth and

success depend on the well-being of our buildings' residents and, more generally, on support of the people and communities around us, while preserving the planet. For this reason, we commit to environmentally and socially responsible investments and developments from start to finish, together with our operational partners. With a view to meeting our responsibilities towards society, we have developed an ambitious CSR Action Plan1 that we want to implement by 2025, in which we have described the sustainability goals that we want to realise regarding the environment, corporate social responsibility and ESG2 factors. For more information about Aedifica's CSR ambitions, action plan and achievements so far, please see the sustainability report available on our website.

2.5 GROWTH STRATEGY

Aedifica's ambitious growth strategy is bearing fruit. The fair value of our investment properties including assets classified as held for sale*, averaged a coumpound annual growth rate of 28% over the past fifteen years and reached €3.8 billion on 31 December 2020. This growth allows Aedifica to implement several economies of scale, in particular:

  • Optimal portfolio management with renowned partners;
  • Strong risk diversification;
  • Increased capacity to seize investment opportunities;
  • Greater share liquidity;
  • Easy access to capital markets.
  • All with a view to achieving the following:
  • Predictable revenues;
  • Optimisation of fixed costs; and
  • Improvement of EPRA Earnings* per share and, consequently, shareholder return.

  • Corporate Social Responsibility.

2. Environmental, social & governance.

15 years of Aedifica

In 2020, Aedifica celebrated its fifteenth birthday. Since its launch in 2005, Aedifica has grown from a small Belgian start-up into a BEL20 company and international reference player in European healthcare real estate. For fifteen years now, Aedifica and its investors have been building the healthcare real estate of the future and we are not nearly done with this yet.

2020

AEDIFICA AND HOIVATILAT JOIN FORCES IN NORTHERN EUROPE

Aedifica added Hoivatilat to the Group in January 2020 following its voluntary public tender offer for all shares of the Finnish healthcare real estate developer and investor in November 2019. Thanks to this acquisition, Aedifica entered the Northern European market (Finland and Sweden) and the Group completed its largest acquisition to date. This investment in two new countries not only diversifies the Aedifica portfolio geographically but also expands the tenant base. Furthermore, the Group's real estate activities will be extended to healthcare real estate development, since that is Hoivatilat's original core competence.

page 31

>€700 MILLION RAISED ON CAPITAL MARKETS

To improve the Group's equity, it launched a public capital increase with irreducible priority allocation rights in October 2020. Investors widely welcomed the capital increase, which was the largest ever in the history of the Belgian RREC sector at €459 million (including issue premium). Aedifica also completed a capital increase through accelerated private placement ('ABB') with international institutional investors for €207 million (incl. issue premium) in April 2020 and two additional capital increases by contribution in kind totalling €47 million. Thanks to these capital injections, Aedifica raised more than €700 million on the capital markets in 2019/2020 and the Group is assured of sufficient resources to fund future growth

page 43

NEW ESG ACTION PLAN

In May 2020, Aedifica stepped up its sustainability and corporate social responsibility commitments by including an ambitious new ESG action plan in its sustainability report. This resulted in an 'EPRA sBPR Gold Award'. The plan defines 20 goals relating to sustainability, good governance and social affairs that the Group intends to achieve by 2025

page 163

INCLUSION IN BEL 20

Aedifica has been part of the BEL 20 since March 2020. This inclusion in the leading share index of Euronext Brussels recognises Aedifica's international growth trajectory in recent years and confirms market confidence in the Group. Furthermore, Aedifica was also added to the Stoxx Europe 600 Index and GPR 250 Index in the course of the financial year.

"For fifteen years now, we have co-operated closely with our tenants on innovative care concepts that give our residents space to live their lives the way they want - and we are not nearly done with this yet."

Stefaan Gielens, CEO

EXPANSION OF HEALTHCARE REAL ESTATE PORTFOLIO

Over the course of the 2019/2020 financial year, the fair value of Aedifica's marketable real estate portfolio increased by €1,404 million, from €2,270 million to €3,673 million. In addition to the substantial Hoivatilat acquisition at the beginning of January 2020, Aedifica made investments and announced new projects for a record amount of approx. €1,185 million in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden. Moreover, 45 development projects amounting to €231 million were completed in Aedifica's six home markets in 2019/2020.

15 years of building The healthcare real estate of the future

Dear Shareholder,

Aedifica has once again raised the bar. In the extended financial year in which we celebrated our fifteenth anniversary, we have shown that we continue to live up to our ambitions as a European healthcare real estate investor. Aedifica's international expansion continued at cruising speed: the Group expanded in Northern Europe through the acquisition of Hoivatilat, a second framework agreement was signed with Specht Gruppe for the construction of new care campuses in Germany, and on top of that, a record amount in investments was carried out and announced. The market's confidence in our growth strategy was reflected in the inclusion in the BEL 20 and a series of successful capital increases that raised

LEFT STEFAAN GIELENS CEO RIGHT SERGE WIBAUT CHAIRMAN OF THE BOARD OF

DIRECTORS

over €700 million, strengthening the Group to continue its growth momentum. Moreover, we are paying more attention than ever to sustainability and put our objectives into practice in an ambitious action plan on corporate social responsibility. Despite the global Covid-19 pandemic, which is exerting great pressure on the healthcare sector, Aedifica is delivering solid results, and the Group has further strengthened its position as a European market reference in listed healthcare real estate.

Despite these good results, this is undeniably a financial year characterised by very mixed feelings. As a company that is close to the care sector, Aedifica feels closely involved with the residents of its care facilities and the teams that take care of them. We

Over 15 years, our portfolio grew by an average annual growth rate of 28% to €3.8 billion, making us one of the largest listed healthcare real estate investors in Europe.

would therefore like to express our gratitude to the care staff for the exceptional work and continuous efforts made during the Covid-19 pandemic. The coronavirus has had a major impact on our society, which will continue to be felt in 2021. We are therefore aware of the pressure on the care sector and the care

operators and the risks this entails. The vaccination campaigns that have started across Europe and will continue to be rolled out in the coming months, as well as the unprecedented resilience shown by the healthcare sector over the past year, give cause for moderate optimism and hope that the healthcare sector can return to normal in the course of 2021.

FIFTEENTH ANNIVERSARY

Since its launch on 7 November 2005, Aedifica has grown from a small Belgian start-up into a reference player in European healthcare real estate. Over 15 years, our portfolio grew by an average annual growth rate of 28% to €3.8 billion, making us one of the largest listed healthcare real estate investors in Europe. To support this strong European growth, we have firmly established ourselves in our six markets with local teams, enabling us to respond closely to the needs of our tenants. In close cooperation with them, we are investing in sustainable and innovative care concepts that put residents centre stage and give them the space to receive care in the way they prefer. Together, we are building the healthcare real estate of the future - and we are not nearly done with this yet.

EUROPEAN EXPANSION

In early 2020, Aedifica once again demonstrated its international ambitions by acquiring Hoivatilat, a Finnish healthcare real estate investor that develops innovative housing and care concepts in Finland and Sweden. Adding two new countries to the Group's portfolio, this is Aedifica's most extensive acquisition to date. Taking into account Aedifica's track record of international growth and Hoivatilat's successful build-and-hold strategy, this milestone transaction provides an excellent basis for the Group's future growth in Northern Europe.

In addition, Aedifica reinforced the expansion of its portfolio by signing a second framework agreement with Specht Gruppe for a total amount of approx. €200 million. Under this new framework agreement, 10 new care campuses with a total capacity of approx. 1,260 units will be developed in Germany

by 2024.

Aedifica's international ambitions were not only evident in those two sizeable transactions in Northern Europe and Germany. Indeed, during the eighteen months of the 2019/2020 financial year, the Group carried out investments and announced new projects of approx. €1,185 million in 117 care properties. In addition, in all six countries where Aedifica operates, a total of 45 projects from the development pipeline in the amount of approx. €231 million were completed.

All the investments made over the past eighteen months led Aedifica's real estate portfolio to grow to 496 sites with a capacity of approx. 27,600 residents and 9,600 children. The fair value of marketable investment properties1 increased by approx. €1,404 million (+62%) to €3,673 million (compared to €2,270 million at the beginning of the financial year). In addition, as of 31 December 2020, the Group has a total investment budget in pre-leased development projects of approx. €756 million (see section 3.2 of the Property Report). Taking into account the fair value of the investment properties, the development projects to be completed over a period of three years and the investments carried out and announced since 1 January 2021, Aedifica's total portfolio is expected to reach the €4.5 billion mark.

MARKET RECOGNITION

Aedifica's growth strategy continues to enjoy market confidence, as evidenced by the fully subscribed capital increase that was completed in October 2020. In this capital increase, €459 million was raised through a public offer to subscribe to new shares with priority allocation rights, making it the largest ever capital increase in the Belgian RREC sector. In addition, Aedifica completed a capital increase of €207 million in April 2020 via accelerated bookbuilding (ABB), which attracted great interest from international institutional

  1. Including assets classified as held for sale* and a right of use of €52 million related to plots of land held by Hoivatilat in 'leasehold' in accordance with IFRS 16.

The acquisition of

Hoivatilat provides an

investors. These two capital increases and two contributions in kind enabled the Group to raise more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debtto-assets ratio to 43.2% as of 31 December 2020, providing the Group with a strong balance sheet to support further growth. In 2019/2020, Aedifica issued for the first time a bond of €40 million under the sustainable finance framework. In addition, in February 2021, the Group signed its first private placement with US, UK

and Canadian institutional investors by way of a £180 million bond issue, which attracted strong investor support.

The market valuation is also reflected in the premium with which the Group's share is listed as of 31 December 2020: 46.3% compared to the net asset value per share excluding changes in fair value of the hedging instruments* or a premium of 49.4% compared to the net asset value per share.

In addition, the market's confidence in the Group's international growth trajectory in recent years was also confirmed by the inclusion of the Aedifica share in the BEL 20, the leading share index of Euronext Brussels. Furthermore, the share has also been listed on Euronext Amsterdam since November 2019. This second listing and inclusion in the BEL 20 not only provide a wider investor base but also increase the liquidity of the share on the stock exchange.

SOLID RESULTS

Aedifica focuses not only on investments and growth but also on managing its existing real estate assets. The result of this effort is reflected in excellent rental incomes (€259.5 million, 18 months). The EPRA Earnings* amount to €162.7 million (18 months; compared to €72.1 million as of 30 June 2019, 12 months), i.e. €6.14 per share (18 months; compared to €3.74 as of 30 June 2019, 12 months), taking into account a larger number of shares. Aedifica's total profit amounts to €173 million (18 months; compared to €123 million as of 30 June 2019, 12 months).

Aedifica owes these excellent results for the past financial year to the enthusiasm, competence and commitment of all its employees. The Board of Directors would therefore sincerely like to congratulate and thank the Aedifica team for their contribution to the Group's development.

Based on these results, Aedifica's Board of Directors will propose to the Annual General Meeting on 11 May 2021 a gross dividend of €4.60 per share (subject to a reduced withholding tax of 15%). For the period from 1 July 2019 to 30 June 2020, an interim dividend of €3.00 was already paid on 7 October 2020. The final dividend of €1.60 covers the period from 1 July 2020 to 31 December 2020 inclusive and will be divided over two coupons (coupon no. 26 amounts to €1.03 and has already been detached, coupon no. 27 amounts to €0.57).

FUTURE GROWTH

In the past financial year, Aedifica has proven that it can achieve its growth ambitions even in a volatile macroeconomic environment, and the Group intends to continue along this path in 2021 as well. Aedifica has already taken a big step forward in terms of international growth in the new financial year thanks to its first acquisitions in Ireland, which marks the Group's entry into a seventh country. In addition, various new investment opportunities are being analysed. Even without taking into account new investments, the Group's future growth is assured by the extensive pipeline of development projects. Through the combination of new investments and existing agreements on the development, acquisition, renovation, expansion and redevelopment of numerous sites, Aedifica can build up a portfolio of high-quality buildings that offer attractive net returns and further strengthen its position as a European market reference in listed healthcare real estate.

For the 2021 financial year, EPRA Earnings* are expected to amount to €137 million or €4.16 per share, taking into account the larger number of shares. The Board of Directors anticipates a gross dividend of €3.30 per share.

In close cooperation with our operators, we are investing in sustainable and innovative care concepts that put residents centre stage and give them the space to receive care in the way they prefer.

Serge Wibaut Stefaan Gielens Chairman of the Chief Executive Board of Directors Officer

Management report

* Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on the guidelines issued by the ESMA. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The APMs used in this Annual Financial Report are identified with an asterisk (*). Performance measures defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in Note 44 of the Consolidated Financial Statements.

total dividend (18M)

Management report1

  • EPRA Earnings* amount to €162.7 million as of 31 December 2020 (18 months; compared to €72.1 million as of 30 June 2019, 12 months) or €6.14/share as of 31 December 2020;
  • Rental income (over 18 months) increased to €259.5 million due to the growth of the portfolio;
  • Confirmation of the proposed dividend (after deduction of the already distributed interim dividend of €3.00 gross per share) of €1.60 gross per share;
  • Real estate portfolio* of €3.8 billion as of 31 December 2020, an increase of €1,494 million (+64%) compared to 30 June 2019, the end of the previous financial year;
  • 496 healthcare sites for more than 37,000 users in six countries:
  • €1,151 million in Belgium (82 sites)
  • €719 million in Finland (172 sites)
  • €634 million in Germany (75 sites)
  • €633 million in the United Kingdom (96 sites)
  • €516 million in the Netherlands (66 sites)
  • €20 million in Sweden (5 sites)
  • Pipeline of €756 million in acquisitions, construction and renovation projects. In 2019/2020, 45 projects were delivered for a total investment budget of approx. €231 million;
  • Weighted average unexpired lease term of 19 years and occupancy rate of 100%;
  • More than €700 million raised on capital markets through a public capital increase (€459 million), a capital increase via an accelerated private placement (€207 million) and 2 contributions in kind;
  • Debt-to-assets ratio of 43.2% as of 31 December 2020;
  • Forecast for the 2021 financial year: proposed gross dividend of €3.30.

  • See press releases of 4 November 2019, 27 November 2019, 5 December 2019 and 30 January 2020 for more information.

1. This Management Report is based on the Consolidated Financial Statements. It also includes certain information related to the statutory annual accounts, which is always explicitly mentioned. The statutory annual accounts and the statutory management report will be filed with the National Bank of Belgium within the statutory deadlines and can be obtained free of charge on the Company's website (www.aedifica.eu) or by simple request at the Company's headquarters.

BELOW SPORENPARK – CARE HOME IN BERINGEN (BE)

1. IMPORTANT EVENTS

Investments and completions carried out during the 2019/2020 financial year are detailed below in section 1.1. They are also described in the Company's press releases, which are available online at www.aedifica.eu.

1.1 INVESTMENTS, COMPLETIONS AND DISPOSALS IN 2019/2020

– Aedifica and Hoivatilat are joining forces in Northern Europe2

In November 2019, Aedifica (through its Finnish subsidiary Aureit Holding Oy) launched a voluntary public tender offer on all shares of Hoivatilat Oyj, a Finnish healthcare real estate investor and developer operating in Finland and Sweden. At the end of January 2020, Aedifica completed its tender offer on Hoivatilat, entering the Northern European market and adding a fifth and sixth country to its portfolio. Following the squeeze-out procedure for the remaining Hoivatilat shares, Aedifica acquired 100% of the shares on 15 May 2020. The Hoivatilat share was delisted from Nasdaq Helsinki. Aedifica financed this transaction through existing and new bank financing.

Hoivatilat is an attractive partner to enter the Northern European healthcare real estate market with a high-quality, purpose-built portfolio, a substantial pipeline of development projects and a very experienced management team. The company has a build-and-hold strategy and thus develops itself the care buildings that are rented out. This transaction offers an excellent opportunity for Hoivatilat to continue its growth strategy, both in Finland and in the other countries of Northern Europe.

– Investments in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden

In addition to the acquisition of Hoivatilat, Aedifica carried out investments or announced new projects in 117 care properties in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden during the 2019/2020 financial year. As of 31 December 2020, the total amount of investments announced and carried out amounted to approx. €1,185 million.

Name Type Location Date Invest
ment
(€ milli
on)1
Pipeline
(€ milli
on)2
Gross
rental
yield
(approx.
%)
Com
pletion
Lease Operator
Belgium 83 -
Klein Veldekens Acquisition Geel 09/07/2020 39 - 4.5% - 30 yrs -
NNN
Astor
Familiehof Acquisition Schelle 01/10/2020 14 - 4.5% - 27 yrs -
NNN
Vivalto Home
Le Jardin Intérieur Acquisition Frasnes- les -
Anvaing
30/10/2020 22 - 4.25% - 27 yrs -
NNN
Orelia
De Gouden Jaren Acquisition Tienen 17/12/2020 8 - 5% - 20 yrs -
NNN
Emera
Germany 151 403
Zur alten Linde
Seniorenwohnpark
Hartha
Acquisition 3 Rabenau
Tharandt
09/07/2019 18 - 6% - 30 yrs -
NN
EMVIA Living
Haus Steinbachhof
Seniorenhaus
Wiederitzsch
Acquisition 3 Chemnitz
Leipzig
09/07/2019 23 - 6% - 19 yrs -
NN
24 yrs -
NN
Casa Reha 6
Convivo
Seniorenhaus
Lessingstrasse
Acquisition Wurzen 21/08/2019 - 7 5.5% Q3 2021 25 yrs -
NN
Seniorhenhaus
Lessingstrasse
Haus Wellengrund Acquisition &
redevelopment
Stemwede 1/11/2019 3 8 6% Q3 2020 30 yrs -
NN
Argentum
Sonnenhaus
Ramsloh
Johanniter-Haus
Lüdenscheid
Quartier am
Acquisition &
construction
(Quartier am
Rathausmarkt)
Ramsloh
Lüdenscheid
Bremervörde
17/12/2019 19 16 5% Q3 2021
(Quartier
am
Rathaus
markt)
30 yrs -
NN
Sonnenhaus
Saterland
Die Johanniter
Specht Gruppe
Rathausmarkt
Seniorenquartier
Bremen
Acquisition &
development 4
Bremen 17/12/2019 5 58 >5% Q3 2021 30 yrs -
NNN
EMVIA Living
Seniorenquartier
Weyhe
Weyhe
Langwedel
Seniorenquartier
Langwedel
Sehnde
Seniorenquartier
Sehnde
Vitanas portfolio
(7 sites)
Acquisition &
renovation 5
Berlin, Plön,
Wankendorf,
Ueckemünde
18/12/2019 64 28 >5% 2024 WAULT 23
yrs - NN
Vitanas
BAVARIA Senioren
und Pflegeheim
Acquisition &
renovation
Sulzbach
Rosenberg
01/01/2020 5 1 6% In the
next 4
years
30 yrs -
NN
Auriscare
Wohnstift am
Weinberg
Acquisition &
renovation
Kassel 18/01/2020 10 10 5.5% In the
next 3
years
30 yrs -
NN
Cosiq

1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).

2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).

3. These acquisitions have already been announced during the 2018/2019 financial year.

4. Phase III of the first framework agreement with Specht Gruppe.

5. Two sites (Am Parnassturm and Am Marktplatz) were only added to the portfolio on 14 February 2020, following the completion of the conditions precedent.

Name Type Location Date Invest
ment
(€ milli
on)1
Pipeline
(€ milli
on)2
Gross
rental
yield
(approx.
%)
Com
pletion
Lease Operator
SARA
Seniorenresidenz
Haus III
Forward
purchase
Bitterfeld
Wolfen
28/08/2020 - 9 5.5% Q1 2021 WAULT 28
yrs - NN
SARA
Second framework
agreement with
Specht Gruppe for
the development of
10 care campuses
Development Germany 10/09/2020 - 200 5% 2022-
2024
30 yrs -
NNN
Master lease with
Specht Gruppe,
but ultimately a
diversified pool of
tenants
Seniorenquartier
Cuxhaven
Acquisition &
development 3
Cuxhaven
Gera
16/12/2020 4 66 5% 2021-
2022
30 yrs -
NNN
EMVIA Living
& other
Seniorenquartier
Gera
Gummers
bach
experienced
operators
Seniorenquartier
Gummersbach
Schwerin
Seniorenquartier
Schwerin
Netherlands 128 64
Rumah Saya Acquisition Apeldoorn 09/07/2019 10 - 6% - 15 yrs -
NNN
Stichting
Nusantara Zorg
Residentie La Tour
Villa Casimir
Acquisition &
redevelopment
Roermond 09/07/2019 4 8 6% 2020 20 yrs -
NNN
Ontzorgd
Wonen Groep
Senior Living 4
Vinea Domini Acquisition &
redevelopment
Witmarsum 07/08/2019 1 3 6% 2020 25 yrs -
NNN
Senior Living 4
Woonconcept
portfolio
(5 sites)
Acquisition Hoogeveen 28/08/2019 44 - 6.5% - WAULT 26
yrs - NN
NNCZ
Natatorium Extension Velp 28/11/2019 2 3 6.5% Q4 2021 20 yrs -
NNN
Senior Living 4
Villa Nuova Development Vorden 29/11/2019 2 5 5.5% Q1 2021 20 yrs -
NNN
Senior Living 4
Hilversum SVE Acquisition &
development
Hilversum 03/03/2020 4 8 6% In the
next 3
years
20 yrs -
NNN
Stichting
Hilverzorg
Martha Flora
Dordrecht
Acquisition &
development
Dordrecht 06/04/2020 2 5 5.5% Q2 2021 25 yrs -
NNN
Martha Flora
U-center Acquisition Epen 09/09/2020 10 - 6% - 20 yrs -
NNN
U-center
LLT Almere Buiten Acquisition &
development
Almere 14/09/2020 2,5 6,5 5.5% Q1 2022 20 yrs -
NNN
Saamborgh
Martha Flora Goes Acquisition &
development
Goes 21/09/2020 2 5 5.5% Q1 2022 25 yrs -
NNN
Martha Flora
Martha Flora
Hulsberg
Acquisition &
development
Hulsberg 21/09/2020 1,5 4,5 5.5% Q4 2021 25 yrs -
NNN
Martha Flora
Joint venture (50/50)
with Korian (4 sites)
Acquisition &
development
Lelystad,
Soest,
Woudenberg,
Hengelo
10/12/2020 6 11 5.5% 2021-
2022
NNN Korian group
OZC Orion Acquisition Leiderdorp 17/12/2020 5,5 - 6% - 15 yrs -
NN
Cardea & PROO
Leiden
Valuas Zwolle Acquisition &
redevelopment
Zwolle 17/12/2020 3 5 5% Q3 2022 25 yrs -
NNN
Valuas
  1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).

  2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).

  3. Phase IV of the first framework agreement with Specht Gruppe.

  4. Korian group.

Name Type Location Date Invest
ment
(€ milli
on)1
Pipeline
(€ milli
on)2
Gross
rental
yield
(approx.
%)
Com
pletion
Lease Operator
Pachterserf Acquisition Apeldoorn 17/12/2020 8 - 5.5% - WAULT
11 yrs -
NN
Stichting
Zorggroep
Apeldoorn
Care campus Uden Acquisition Uden 24/12/2020 20.5 - 6% - WAULT
17 yrs -
NN
Stichting
Laverhof
United Kingdom 3 118 56
9 care homes Extension of 9
sites
United
Kingdom
18/09/2019 - 12 7% 2020 NNN
leases
Burlington Care
MMCG
Hazel End Care
home
Acquisition Bishop's
Stortford
19/12/2019 15 - 6% - 35 yrs –
NNN
Halcyon Care
Homes
The Grange
Deepdene
Princess Lodge
The Hawthorns
Minster Grange
Acquisition Southall
Dorking
Swindon
Southampton
York
13/01/2020 71 - 6% - 30 yrs -
NNN
Bondcare
Maria Mallaband
Maria Mallaband
Bondcare
Maria Mallaband
Marham House Acquisition Bury St
Edmunds
06/03/2020 14 - 6% - 35 yrs -
NNN
Halcyon Care
Homes
Priesty Fields Care
Home
Forward
purchase
Congleton 24/07/2020 - 14 6% Q1 2021 30 yrs -
NNN
Handsale
Richmond Manor Acquisitie Ampthill 13/08/2020 18 - 5.5% - 25 yrs -
NNN
Hamberley Care
Homes
Hamberley Hailsham Forward
purchase
Hailsham 24/09/2020 - 16 5.5% Q1 2021 25 yrs -
NNN
Hamberley Care
Homes
MMCG Chard Acquisition &
development
Chard 15/12/2020 - 14 7% Q4 2022 30 yrs -
NNN
Maria Mallaband
Finland 111 66
4 projects Development Finland Q2 2020 - 39 6.5% In the
next 2
years
NN leases Multiple tenants
2 projects Development Finland Q3 2020 - 10 6.5% 2021 NN leases Multiple tenants
Jyväskylä Sulkulantie Acquisition Jyväskylä 31/07/2020 2 - 6.5% - 15 yrs -
NN
Vetrea
5 projects Development Finland Q4 2020 - 17 6.5% In the
next 2
years
NN leases Multiple tenants
Oulun Villa Sulka
Oulun Maininki
Loimaan Villa Inno
Mikkelin
Kastanjakuja
Kouvolan Oiva
Kuopion Oiva
Nokian Luhtatie
Acquisition Oulu
Oulu
Loimaa
Mikkeli
Kouvola
Kuopio
Nokia
10/12/2020 26.5 - 6% - WAULT 13
yrs - NN
Mehiläinen
Caritas
Aspa
Mehiläinen
Aspa
Mehiläinen
Mehiläinen
  1. Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.

1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).

2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).

Name Type Location Date Invest
ment
(€ milli
on)1
Pipeline
(€ milli
on)2
Gross
rental
yield
(approx.
%)
Com
pletion
Lease Operator
Nokia
Kivimiehenkatu
Jyväskylä
Martikaisentie
Kaskinen Bladintie
Kotka
Metsäkulmankatu
Vaasa Mäkikaivontie
Vaasa Tehokatu
Oulu Isopurjeentie
Teuva Tuokkolantie
Vantaa Asolantie
Seinäjoki
Kutojankatu
Acquisition Nokia
Jyväskylä
Kaskinen
Kotka
Vaasa
Vaasa
Oulu
Teuva
Vantaa
Seinäjoki
17/12/2020 82 - 6% - WAULT 10
yrs - NN
Hovi Group
Vetrea
Kaskinen
Attendo
Vacant
Attendo
Attendo
Attendo
Mehilainen
Esperi
Sweden 3 - 5
Upplands Väsby
Havregatan
Development Upplands
Väsby
09/2020 - 3 6.5% Q3 2021 15 yrs -
NN
Norlandia
Tierp LSS-boende Development Tierp 12/2020 - 2 6% Q3 2021 15 yrs -
NN
Team Olivia
TOTAL 591 594

RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)

– Completions in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden

Over the course of 2019/2020, a total of 45 pipeline development projects were delivered upon completion of construction works. The total budget of all projects that have been completed amounts to approx. €231 million.

Name Type Location Date Invest
ment
(€ milli
on) 1
Gross ren
tal yield
(approx. %)
Lease Operator
Belgium 18
't Hoge III Extension Kortrijk 28/11/2019 2 6% 27 yrs - NNN Senior Living Group 2
Plantijn III Renovation Kapellen 17/12/2019 1 6% 27 yrs - NNN Armonea 3
Résidence Aux Deux
Parcs
Extension Jette 31/10/2020 3 5.5% 27 yrs - NNN Senior Living Group 2
Rembertus Forward
purchase
Mechelen 01/12/2020 12 5% 27 yrs - NNN Armonea 3
Germany 64
Seniorenquartier
Schwerin
Development Schwerin 15/08/2019 11 5.5% 30 yrs - NN EMVIA Living
Seniorenzentrum
Weimar
Acquisition Weimar 01/10/2019 16 6% 25 yrs - NN Azurit Rohr
Seniorenquartier
Kaltenkirchen
Development Kaltenkirchen 16/01/2020 15 5.5% 30 yrs - NN EMVIA Living
Seniorenquartier
Beverstedt
Development Beverstedt 15/07/2020 10 5.5% 30 yrs - NN EMVIA Living
Pflegecampus Plauen Development Plauen 05/09/2020 11 5.5% 25 yrs - NN Aspida
Zehlendorf 2nd phase Renovation Zehlendorf 31/10/2020 1 6% 24 yrs - NN EMVIA Living
Netherlands 53
Sorghuys Tilburg Development Berkel-Enschot 20/02/2020 3 6% 25 yrs - NNN Senior Living 2
Het Gouden Hart
Harderwijk
Development Harderwijk 31/03/2020 7 5.5% 25 yrs - NNN Het Gouden Hart 2
De Statenhof Extension &
renovation
Leiden 01/06/2020 2 5.5% WAULT 23 yrs
- NNN
Senior Living 2
Villa Berkum Development Zwolle 30/06/2020 5 6% 25 yrs - NNN Senior Living 2
De Merenhoef 4 Renovation Maarssen 30/06/2020 7 7% WAULT 13 yrs
- NN
Stichting Leger des
Heils Welzijns- en
Gezondheidszorg
Villa Casimir Development Roermond 01/10/2020 2 6% 20 yrs - NNN Senior Living 2
Residentie La Tour Development Roermond 30/11/2020 7 6% 20 yrs - NNN Ontzorgd Wonen
Groep
Verpleegcentrum
Scheemda
Development Scheemda 01/12/2020 4 6.5% 20 yrs - NNN Stichting Oosterlengte
LTS Winschoten Development Winschoten 01/12/2020 16 5% 25 yrs - NN Stichting Oosterlengte
United Kingdom 5 4
Cowdray Club Renovation Aberdeen 23/08/2019 3 7% 25 yrs - NNN Renaissance
MMCG projects Renovation of
9 sites
United Kingdom 31/12/2019 1 7.5% WAULT 23 yrs
- NNN
Maria Mallaband Care
Group
  1. The amounts in this column only include the works that were carried out.

    1. Korian group.
    1. Colisée group.
    1. The investment amount is the total budget for the renovation, of which the last phase was completed on 30 June 2020 for an amount of €1 million.
    1. Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.
Name Type Location Date Invest
ment
(€ milli
on) 1
Gross ren
tal yield
(approx. %)
Lease Operator
Finland 76
Koy Pieksämäen
Ruustinnantie
Development Pieksämäki 17/01/2020 2 6.5% 20 yrs - NN Attendo
Koy Kuopion Portti A2 Development Kuopio 01/02/2020 10 5.5% 20 yrs - NN Attendo
Koy Riihimäen Jyrätie Development Riihimäki 03/02/2020 2 6.5% 15 yrs - NN Mehiläinen
Koy Lahden keva
makarantie
Development Lahti 01/03/2020 2 6.5% 19 yrs - NN KVPS
Koy Vaasan
Uusmetsäntie
Development Vaasa 01/08/2020 5 9% 15 yrs - NN Kunta
Koy Tuusulan
Isokarhunkierto, hoiva
Development Tuusula 01/08/2020 6 6.5% 20 yrs - NN Norlandia
Koy Tuusulan
Isokarhunkierto,
päiväkoti
Development Tuusula 01/08/2020 2 6% 15 yrs - NN Norlandia
Koy Rovaniemen
Santamäentie
Development Rovaniemi 01/08/2020 4 8.5% 20 yrs - NN Kunta
Koy Rovaniemen
Gardininkuja
Development Rovaniemi 01/08/2020 2 8% 15 yrs - NN Pilke
Koy Kontiolahden
Päiväperhosenkatu
Development Lehmo 01/08/2020 2 7.5% 15 yrs - NN Pilke
Koy Lahden
Kurenniityntie
Development Villahde 01/08/2020 2 8.5% 15 yrs - NN Peikometsä
Koy Ulvilan Kulmalantie Development Ulvila 01/08/2020 3 6.5% 15 yrs - NN Hoivahotellit
Koy Iisalmen
Satamakatu
Development Lisalmi 01/09/2020 7 6% 15 yrs - NN Vetrea
Kangasalan
Hilmanhovi, laajennus
Development Kangsala 01/09/2020 1 7.5% 15 yrs - NN Ikifit
Koy Järvenpään
Yliopettajankatu
Development Järvenpää 01/09/2020 5 6% 25 yrs - NN Kristillinen Koulu
Koy Kouvolan
Ruskeasuonkatu
Development Kouvola 16/11/2020 8 6% 20 yrs - NN Attendo
Koy Oulun Ruismetsä Development Oulu 01/12/2020 5 8.5% 25 yrs - NN Kunta
Koy Rovaniemen
Muonakuja
Development Rovaniemi 01/12/2020 2 8% 15 yrs - NN Lapin Turkoosi Oy
Koy Oulun Siilotie Development Oulu 14/12/2020 6 6.5% 15 yrs - NN Mehiläinen
Sweden 2 16
Gråmunkehöga LSS
Boende
Development Uppsala 31/03/2020 2 6.5% 16 yrs - NN Team Olivia
Heby LSS Boende Development Heby 14/04/2020 2 7% 21 yrs - NN Alternatus
Eskilstuna Mesta Development Eskilstuna 15/08/2020 5 7% 15 yrs - NN British mini
Älmhult Kunskapsgatan Development Älmhult 01/12/2020 3 7% 16 yrs - NN Kunskapsförskolan
Norrtälje Östhamra
Förskola
Development Norrtälje 14/12/2020 4 7% 16 yrs - NN Kunskapsförskolan
TOTAL 231
  1. The amounts in this column only include the works that were carried out.

  2. Amounts in £ were converted into € based on the exchange rate of the transaction date.

– Disposals

Over the course of the 2019/2020 financial year, eight sites were divested in order to optimise the real estate portfolio.

Name Location Country Date Selling price
(€ million) 1
De Statenhof Hoogbouw Leiden Netherlands 13/12/2019 6.5
Koy Uudenkaupungin Merimetsopolku A Uusikaupunki Finland 31/03/2020 1.3
HGH Driebergen Driebergen Netherlands 23/04/2020 0.8
Prinsenhof Koersel Belgium 29/04/2020 8.2
Delves Court Walsall United Kingdom 13/05//2020 2.7
Asunto Oy Iisalmen Satamatori Iisalmi Finland 05/08/2020 1.9
Building plot De Notelaar Olen Belgium 24/11/2020 0.5
Plas Rhosnesni Wrexham United Kingdom 21/12/2020 1.6
TOTAL 23.5

1.2 INVESTMENTS, COMPLETIONS AND DISPOSALS AFTER 31 DECEMBER 2020

– Investments in the Netherlands, the United Kingdom, Finland and Ireland

After 31 December 2020, Aedifica has carried out investments and announced new projects in fifteen care properties for a total amount of €134 million. In February and March 2021, Aedifica acquired its first five care homes in Ireland.

Name Type Location Date Invest
ment
(€millon) 2
Pipeline
(milli
on) 3
Gross
rental
yield
(ca. %)
Comple
tion
Lease Operator
Netherlands 3 8
Stepping Stones
Blaricum 4
Acquisition &
development
Blaricum 26/01/2021 1 3 5.5% Q2 2022 NNN Korian group
Martha Flora
Oegstgeest
Acquisition &
development
Oegstgeest 25/02/2021 2 5 5.5% Q2 2022 25 yrs -
NNN
Martha Flora
United Kingdom 1 47 8
Abbot Care Home Acquisition Harlow 14/01/2021 45 - 5.5% - 30 yrs - Excelcare
Stanley Wilson
Lodge
Saffron
Walden
NNN
St Fillans Care
Home
Colchester
Shipley Canal
Works
Acquisition &
development
Shipley 05/03/2021 2 8 6% Q3 2022 30 yrs -
NNN
Burlington
Finland 8 9
2 projects Development Finland 01/2021 - 9 6% In the
next 2
years
NN leases Multiple
tenants
Espoo
Rajamännynahde
Acquisition Espoo 01/02/2021 4 - 6.5% - 20 yrs - NN Pihlanjantertut
Ry
Laukaa
Peurungantie
Acquisition Laukaa 19/02/2021 4 - 6.5% - 15 yrs - NN Peurunka Oy
Ireland 25 26
Brídhaven Acquisition Mallow 12/02/2021 25 - 5.5% - 25 yrs - NN Virtue
Waterford
New Ross
Bunclody
Killerig
Acquisition
subject to
outstanding
conditions
Waterford
New Ross
Bunclody
Killerig
11/03/2021 - 26 5.5% In the
coming
weeks
25 yrs - NN Virtue
TOTAL 83 51
  1. Amounts in £ were converted into € based on the exchange rate of the transaction date.

  2. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired). 3. The amounts in this column are the budgets for development projects that Aedifica will finance.

  3. This project is developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica.

– Completions in Belgium, Germany, the Netherlands, the United Kingdom and Finland

After 31 December 2020, another five development projects in the pipeline were delivered upon completion of construction works. The total budget of the projects that were completed amounts to approx. €36 million.

Name Type Location Date Investment
(€ million) 1
Gross
rental yield
(ca.%)-
Lease Operator
Belgium 3
Kasteelhof Extension Dendermonde 01/01/2021 3 5.5% 30 yrs - NNN Senior Living
Group 2
Germany 10
Seniorenquartier
Espelkamp 3
Development Espelkamp 01/02/2021 10 5.5% 30 yrs - NN EMVIA Living
Netherlands 5
Villa Nuova Development Vorden 23/02/2021 5 5.5% 20 yrs - NNN Senior Living 2
United Kingdom 4 16
Hamberley
Hailsham
Forward
purchase
Hailsham 28/01/2021 16 5.5% 25 yrs - NNN Hamberley Care
Homes
Finland 2
Kempele
Ihmemaantie
Development Kempele 22/01/2021 2 6.5% 20 yrs - NN Kotoisin
TOTAL 36

– Disposals

After 31 December 2020, one site was divested in order to optimise the real estate portfolio.

Name Location Country Date Selling price
(€ million) 4
Randolph House Scunthorpe United Kingdom 10/02/2021 1.3
TOTAL 1.3

LEFT SEINÄJOKI – CARE HOME IN SEINÄJOKI (FI)

  1. For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the buildings located thereon.

  2. Korian group.

  3. Partial completion.

  4. Amounts in £ were converted into € based on the exchange rate of the transaction date.

RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)

FAR RIGHT SPORENPARK – CARE HOME IN BERINGEN (BE)

1.3 OTHER EVENTS

– Aedifica strengthens its teams in the Netherlands, Germany and Belgium with country managers

In order to sustain its growth in local markets, Aedifica strengthened its teams in the Netherlands, Germany and Belgium with country managers. In this role, Eric Scheijgrond supervises the management of the portfolio and the Group's growth in the Dutch market since 1 September 2019. In Germany, Heinz Beekmann supervises the management of the portfolio and the Group's growth since the end of March 2020, while also taking charge of the existing German team. In Belgium, Stéphanie Lomme was promoted to country manager in November 2020. She also heads the Belgian asset & property management team.

– Aedifica included in the BEL 20

Since 23 March 2020, Aedifica is included in the BEL 20, the leading share index of Euronext Brussels. The BEL 20 index comprises the Belgian companies listed on Euronext Brussels recording the largest free-float market capitalisation, of which the share is sufficiently liquid and of which at least 15% of the staff is employed in Belgium. The inclusion in the BEL 20 is a reward for the international growth achieved by Aedifica in recent years and confirms the market's confidence in the Group.

– Aedifica starts trading on Euronext Amsterdam

On 7 November 2019, the Aedifica share started trading on Euronext Amsterdam via a secondary listing. Through this secondary listing, Aedifica aims to further increase its visibility in the Netherlands as pure-play investor in European healthcare real estate. The listing will also provide Dutch investors with direct access to the Company's capital, giving Aedifica the opportunity to further expand and diversify its shareholder base. Aedifica has not issued any new shares as part of the secondary listing and will retain its primary listing on Euronext Brussels. Aedifica's shares are collected and administered in the central order book of the Euronext group.

– Aedifica included in the Stoxx Europe 600 and GPR indices

In 2019/2020, Aedifica has been included in the Stoxx Europe 600 Index, the GPR 250 Index and the GPR 250 REIT Index. Aedifica's inclusion in these indices anchors the Group once again as a market reference in listed European healthcare real estate.

– Aedifica wins EPRA BPR & sBPR Gold Awards

In September 2020, Aedifica received a 6th consecutive 'EPRA BPR Gold Award' for its Annual Financial Report (financial year 2018/2019), keeping the Company at the top of the real estate companies assessed by EPRA, the European association of listed real estate companies.

In addition, Aedifica's sustainability report on the Group's efforts in the field of corporate social responsibility in 2019 (published in May 2020) was awarded the 'EPRA sBPR Gold Award', having already won an 'EPRA sBPR Silver Award' and the 'EPRA sBPR Most Improved Award' last year.

2. COVID-19 IMPACT

In this unprecedented period, Aedifica's priority is the health and safety of its employees, partners and residents. Following the outbreak of the Covid-19 pandemic in the first half of 2020, Aedifica immediately switched to a fully digital working environment with flexible teleworking to ensure business continuity. Working from home became the norm, while the operational teams remain in close contact with the tenants.

The pandemic had no material impact on the Group's results as of 31 December 2020. Aedifica's (residential) care properties remained fully operational during the pandemic thanks to strict protection measures, and they still are today.

In Aedifica's Finnish children day-care centres, occupancy rates fell sharply during the lockdown (with school closures) before summer 2020. The start of the new school year in mid-August has had a positive impact on occupancy rates, which have recovered to their usual level (children day-care centres represent only 8% of the annual contractual rents). The impact of the Covid-19 pandemic on the occupancy rates of care homes, which have decreased due to excess mortality (by about 5-10% in some countries), is continuously monitored. Even though no new residents were allowed in care homes in certain regions at the beginning of the pandemic, such government-mandated admission stops have been lifted everywhere since the summer. Since the beginning of 2021, vaccination programmes are being rolled out in all countries in which Aedifica operates, giving priority to care home residents and staff. It is expected that the risk perception of care homes in the public opinion will change positively soon and that occupancy rates of care homes will start to rise again in the near future.

Despite the pandemic, there is no material negative impact on rental payments. This is partly explained by the fact that the average occupancy rate of care homes in all countries of the portfolio remains at a level that allows tenants to meet their rental obligations. In addition, (local) authorities in several countries have approved aid programmes to cover potential additional costs of care operators resulting from the Covid-19 measures.

The healthcare real estate investment market has been very dynamic (again), especially since the summer of 2020. The solid market fundamentals of healthcare real estate (ageing, consolidation, public financing) remain intact and may even be strengthened by the current crisis. This translates into further growth of the operators, who generally continue to be very active in the acquisition and development market. As such, Aedifica was able to announce and implement a series of new investments in the second half of 2020 and early 2021 (see section 1.1 and 1.2). In addition, Aedifica's development projects in all countries where the Group operates are being continued at full capacity.

In addition, despite volatility in financial markets due to the pandemic, Aedifica has proven to have easy access to debt financing (see section 3.1) and the capital market (see section 3.2), where the Group raised over €700 million last year.

Consequently, Aedifica believes that it is well positioned, in terms of balance sheet strength, liquidity, tenant base and portfolio diversification, to address the short-term risks of the Covid-19 pandemic (in particular the potential negative impact of the pandemic on the rental payment capacity of care operators) and the overall volatile macro-economic environment resulting from the pandemic, but also to further monitor and support the growth of the care sector in Europe and the resulting need for care properties.

3. MANAGEMENT OF FINANCIAL RESOURCES

3.1 FINANCIAL DEBTS

FINANCIAL DEBT MATURITY

During the eighteen months of the 2019/2020 financial year, Aedifica has strengthened its financial resources. The Group did this by, amongst other things, concluding new long-term bank financing with due dates between 2024 and 2026 for a total amount of €240 million. The European Investment Bank also granted an additional investment loan of €20 million to Hoivatilat Oyj that runs until 2035. Moreover, Aedifica has completed three private placements as part of its treasury notes programme, the first placement of €40 million with a 7-year maturity at a fixed interest rate of 1.466% was carried out in June 2020, the second placement of €12 million with a 10-year maturity at a fixed interest rate of 1.85% was carried out in July 2020 and the third placement of €10 million with a 7-year maturity at a fixed interest rate of 1.274% was carried out in December 2020. In doing so, Aedifica emphasises its desire to further diversify its sources of financing. The available liquidity after deduction of the short-term treasury notes is €303 million as of 31 December 2020.

The bridge facility concluded to finance the acquisition of the shares in Hoivatilat Oyj and to refinance the GBP bridge facility1 (which was due to expire during the 2019/2020 financial year) was extended until October 2021. The capital raised from the capital increase of April 2020 was used to repay €203 million of the bridge facility. The outstanding amount of the bridge facility's tranche in euro (€97 million) was fully repaid with the proceeds of the capital increase of 27 October 2020 (see section 3.2 below).

Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2020 are as follows:

Financial debt
(in € million) 2
Lines Utilisa
tion
of which
treasury
notes
31/12/2021 632 607 291
31/12/2022 121 51 -
31/12/2023 285 135 -
31/12/2024 268 198 -
31/12/2025 556 312 -
31/12/2026 102 69 -
>31/12/2026 297 297 77
Total as of
31 December 2020
2,262 1,669 368
Weighted average
maturity (in years) 3
4.1 4.4

Without regard to short-term financing (short-term treasury notes and bridge facility), the weighted average maturity of the financial debts as of 31 December 2020 is 4.4 years.

After the close of the financial year, in early 2021, Aedifica signed a successful bond issue of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds will have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively. Aedifica thus continues to diversify its funding sources and lengthen the average maturity of its debt. Proceeds from this US private placement will be used to repay a £150 million bridge loan and finance further portfolio growth in the UK.

1. This bridge facility in pound sterling was concluded to finance the acquisition of the healthcare real estate portfolio in the United Kingdom that was completed at the end of January 2019.

2. Amounts in £ were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€).

3. Without regard to short-term treasury notes and the bridge facility.

3.2 EQUITY

In 2019/2020, Aedifica completed two capital increases in cash and two capital increases through contribution in kind, raising more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debt-toassets ratio to 43.2% as of 31 December 2020, giving the Group sufficient financial resources for further growth.

– Capital increase of €207 million

On 22 April 2020, Aedifica successfully launched a capital increase in cash within the authorised capital by way of an accelerated bookbuilding with international institutional investors (an 'ABB') in a gross amount of €207 million. On 28 April 2020, the Company issued 2,460,115 new shares at an issue price of €84 per share, i.e. €206,649,660 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 28 April 2020 (coupon no. 24 and following). Within the framework of this transaction, coupon no. 23, representing the right to the pro rata temporis dividend for the period from 1 July 2019 up to and including 27 April 2020, was detached on 23 April 2020 after the closing of the markets.

– Contribution in kind of €39 million

On 9 July 2020, the acquisition of the Klein Veldekens care campus in Geel (Belgium) was carried out via the contribution in kind of the buildings and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €39 million. As consideration for the contribution, 435,596 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 10 July 2020 and are entitled to a pro rata temporis dividend for the period from 28 April 2020 to 31 December 2020 (coupon no. 24 and following).

– Capital increase of €459 million

On 14 October 2020, Aedifica launched a public offering of new shares within the framework of a capital increase in cash within the authorised capital with priority allocation rights in a gross amount of approx. €459 million. On 27 October 2020, the Company issued 5,499,373 new shares at an issue price of €83.50 per share, i.e. €459,197,645.50 (including share premium). The new shares were issued with coupon no. 27 attached and are thus entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020. Within the framework of this transaction, coupon no. 26, representing the right to the pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020, was detached on 15 October 2020.

– Contribution in kind of €8 million

On 17 December 2020, the acquisition of the De Gouden Jaren care home in Tienen (Belgium) was carried out via the contribution in kind of the building and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €8 million. As consideration for the contribution, 90,330 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 17 December 2020 and are thus entitled to a pro rata

ABOVE MARIE-LOUISE – CARE HOME IN WEMMEL (BE) temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020 (coupon no. 27).

Following this transaction, the total number of Aedifica shares amounts to 33,086,572 and the share capital amounts to €873,081,308.72.

3.3 SUSTAINABLE FINANCE FRAMEWORK

In order to strengthen Aedifica's commitment to achieving the objectives of its ESG action plan, Aedifia has developed a Sustainable Finance Framework on which a Secondary Party Opinion has been obtained from Vigeo. The proceeds from the financial instruments that will be issued under this framework will be used exclusively for the financing/refinancing of sustainable buildings, projects concerning energy efficiency and projects of a social nature. To be eligible for this type of financing, the buildings or projects must meet the sustainability criteria described in the Sustainable Finance Framework. These criteria are aligned with the United Nations Sustainable Development Goals (SDGs). The Sustainable Finance Framework and Secondary Party Opinion are available on Aedifica's website.

The funds from this private placement of €40 million were used to refinance sustainable buildings.

ABOVE KEMPELEEN IHMEMAANTIE – CARE HOME IN KEMPELE (FI)

4. SUMMARY OF THE CONSOLIDATED FINANCIAL STATEMENTS OF 31 DECEMBER 2020

4.1 PORTFOLIO AS OF 31 DECEMBER 2020

During the 2019/2020 financial year (1 July 2019 – 31 December 2020, 18 months), Aedifica increased its portfolio of investment properties by approx. €1,494 million, from a fair value of €2,321 million to €3,815 million. This value of €3,815 million includes the marketable investment properties (€3,673.3 million) and the development projects (€141.3 million). The 62% increase in marketable investment properties comes mainly from net acquisitions (see section 1.1), completed development projects (see section 1.1) and changes in the fair value of marketable investment properties recognised in income (+41.9 million, or +1.9% over 18 months). The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down as follows:

  • Belgium: +€27.4 million (+1.2%);
  • Germany: +€26.8 million (+1.2%);
  • Netherlands: +€3.5 million (+0.2%);
  • United Kingdom: -€5.3 million (-0.2%);
  • Finland: -€10.4 million (-0.5%);
  • Sweden: -€0.1 million (-0.0%).

The decrease in fair value of the Finnish portfolio is due to a cautious attitude of the real estate expert for the valuation of the children day-care centres that had to cope with lower occupancy rates during the lockdown before the summer of 2020 (see section 2 on Covid-19).

As of 31 December 2020, Aedifica's portfolio has 496 marketable investment properties (including assets classified as held for sale*), with a total capacity for approx. 27,600 residents and approx. 9,600 children and a total surface area of approx. 1,750,000 m2 .

The portfolio has an overall occupancy rate1 of 100% as of 31 December 2020.

The weighted average unexpired lease term (WAULT) for all buildings in the Company's portfolio is 19 years.

BREAKDOWN BY FACILITY TYPE IN TERMS OF FAIR VALUE (%)

1. Occupancy rate calculated according to the EPRA methodology.

4.2 CONSOLIDATED RESULTS1

Consolidated income statement - analytical format
(x €1,000)
31/12/2020
(18 months)
31/12/2020
(12 months
– restated
period)
31/12/2019
(12 months
– restated
period)
30/06/2019
(12 months)
Rental income 259,505 187,535 139,585 118,413
Rental-related charges -3,344 -2,753 -640 -41
Net rental income 256,161 184,783 138,944 118,372
Operating charges* -44,539 -33,228 -23,870 -21,230
Operating result before result on portfolio 211,622 151,554 115,075 97,142
EBIT margin* (%) 83% 82% 83% 82%
Financial result excl. changes in fair value* -38,755 -28,323 -21,966 -20,168
Corporate tax -11,530 -7,703 -6,946 -4,498
Share in the profit or loss of associates and joint ventures
accounted for using the equity method in respect of EPRA
Earnings*
1,568 798 1,052 282
Non-controlling interests in respect of EPRA Earnings* -187 -158 -259 -613
EPRA Earnings* (owners of the parent) 162,718 116,168 86,956 72,145
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings* (owners of the parent) per share 6.14 4.23 3.87 3.74
EPRA Earnings* 162,718 116,168 86,956 72,145
Changes in fair value of financial assets and liabilities -2,169 -5,587 -3,699 -7,304
Changes in fair value of investment properties 25,049 5,069 70,202 63,317
Gains and losses on disposals of investment properties -559 -1,827 8,659 7,321
Negative goodwill / goodwill impairment 0 0 132 0
Deferred taxes in respect of EPRA adjustments -14,811 -11,041 -8,141 -6,216
Share in the profit or loss of associates and joint ventures
accounted for using the equity method in respect of the
above
3,007 1,180 2,680 853
Non-controlling interests in respect of the above -167 -68 -2,884 -6,618
Roundings 0 0 -2 -1
Profit (owners of the parent) 173,068 103,894 153,903 123,497
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
Earnings per share (owners of the parent -
IAS 33 - €/share)
6.53 3.78 6.85 6.41

The consolidated turnover (consolidated rental income) of the financial year amounts to €259.5 million (31 December 2020, 18 months; 30 June 2019: €118.4 million, 12 months). On the basis of the restated periods (12 months), the turnover increases by 34% from €139.6 million on 31 December 2019 to €187.5 million on 31 December 2020.

1. The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. Acquisitions are accounted for on the date of the effective transfer of control. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). Therefore, these operations present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.

Consolidated
rental income
(x €1,000)
Q1 Q2 Q3 Q4 Q5 Q6 31/12/2020
Belgium 14,194 14,260 14,310 14,235 14,610 15,073 86,682
Germany 6,497 7,052 8,567 8,913 8,956 9,189 49,174
Netherlands 5,227 5,683 5,770 5,964 6,284 6,609 35,537
United Kingdom 9,204 9,853 10,672 10,457 10,426 10,199 60,811
Finland - - 5,893 6,615 6,989 7,532 27,029
Sweden - - - 47 77 148 272
Total 35,122 36,848 45,212 46,231 47,341 48,750 259,505
Consolidated
rental income
(x €1,000)
2020.01-
2020.03
2020.04-
2020.06
2020.07-
2020.09
2020.10-
2020.12
01/01/2020 -
31/12/2020
01/01/2019 -
31/12/2019
Var. (%) on a
like-for-like
basis*
Var. (%)
Belgium 14,310 14,235 14,610 15,073 58,228 60,869 +1.2% -4.3%
Germany 8,567 8,913 8,956 9,189 35,625 24,869 +1.1% +43.2%
Netherlands 5,770 5,964 6,284 6,609 24,627 19,702 +2.2% +25.0%
United Kingdom 10,672 10,457 10,426 10,199 41,754 34,144 +1.2%1 +22.3%
Finland 5,893 6,615 6,989 7,532 27,029 0 - -
Sweden 0 47 77 148 272 0 - -
Total 45,212 46,231 47,341 48,750 187,535 139,585 +1.3% +34.4%

Aedifica's consolidated rental income by country is presented in the tables above. Due to the extension of the financial year by six months to 31 December 2020 and in order to allow comparison with the previous period, the variation on a like-for-like basis* was calculated on a 12-month period. The increase in consolidated rental income demonstrates the relevance of Aedifica's investment strategy and can be explained by the large number of sites that Aedifica has added to its portfolio over the past financial year through the completion of new acquisitions and the delivery of development projects from the pipeline.

The decrease of rental income in Belgium is explained by the divestment of the non-strategic parts of the portfolio (apartment buildings and hotels), which was completed at the end of the previous financial year. As all these non-strategic buildings are located in Belgium, their divestment only has an impact on Belgian rental income. On a like-for-like basis*, however, Belgian rental income has increased (+1.2%).

After deduction of the rental-related charges (€3.3 million), in particular a depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020, the net rental income amounts to €256.2 million (18 months) as of 31 December 2020. On the basis of the restated periods (12 months), the net rental result increases by 33%, from €138.9 million on 31 December 2019 to €184.8 million on 31 December 2020.

The property result amounts to €256.2 million (31 December 2020, 18 months; 30 June 2019: €117.6 million, 12 months). This result, less other direct costs, leads to a property operating result of €247.7 million (31 December 2020, 18 months; 30 June 2019: €111.9 million, 12 months). This implies an operating margin* of 96.7% (31 December 2020, 18 months; 30 June 2019: 94.6%, 12 months). On the basis of the restated periods (12 months), the property result increases from €138.8 million on 31 December 2019 to €184.8 million on 31 December 2020. That result, less other direct costs, leads to a property operating result of €178.6 million as of 31 December 2020 (31 December 2019: €132.8 million). This implies an operating margin* of 96.7% (31 December 2020, 12 months; 31 December 2019: 95.6%,12 months).

After deducting overheads of €36.1 million (31 December 2020, 18 months; 30 June 2019: €14.8 million) and taking into account other operating income and charges, the operating result before result on the portfolio amounts to €211.6 million (31 December 2020, 18 months; 30 June 2019: €97.1 million, 12 months). This implies an EBIT margin* of 83% (31 December 2020, 18 months; 30 June 2019: 82%, 12 months). On the basis of the restated periods (12 months), the operating result before result on the portfolio increases by 31.7%, from €115.1 million (31 December 2019) to €151.6 million (31 December 2020). The EBIT margin* amounts to 82% on 31 December 2020 (12 months) compared to 83% on 31 December 2019 (12 months).

1. When calculating the variation on a like-for-like basis* in the United Kingdom, the buildings previously operated by the Four Seasons group were not taken into account (including these buildings, the variation on a like-for-like basis* is -4.9%).

Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €33.7 million (31 December 2020, 18 months; 30 June 2019: €17.2 million, 12 months). On the basis of the restated periods (12 months), net interest charges amount to €25.1 million (31 December 2020; 31 December 2019: €18.2 million). The average effective interest rate* including commitment fees is 1.7%, lower than the previous financial year (1.9%). Taking into account other income and charges of a financial nature, and excluding the net impact of the revaluation of hedging instruments to their fair value (non-cash movements accounted for in accordance with IAS 39 are not included in the EPRA Earnings* as explained below), the financial result excl. changes in fair value* represents a net charge of €38.8 million (31 December 2020, 18 months; 30 June 2019: €20.2 million, 12 months). On the basis of the restated periods (12 months), the financial result excl. changes in fair value* amounts to €28.3 million on 31 December 2020 compared to €22 million on 31 December 2019.

Corporate taxes are composed of current taxes, deferred taxes and exit tax. In conformity with the special tax system of RRECs, the taxes due (31 December 2020: €11.5 million, 18 months; 30 June 2019: €4.5 million, 12 months) consist primarily of tax on the result of consolidated subsidiaries, tax on profits generated abroad by

ABOVE

KINGS MANOR – CARE HOME IN OTTERY ST MARY (UK)

RIGHT PACHTERSERF – CARE HOME IN APELDOORN (NL) Aedifica and Belgian tax on Aedifica's non-deductible expenditures. In the Dutch subsidiary (Aedifica Nederland BV), for the sake of caution it was decided to opt for a common law tax burden in the result, notwithstanding the fact that the subsidiary still has a claim to the application of the fiscally transparent regime of a 'Fiscale Beleggingsinstelling' ('Tax Investment Institution'). Deferred taxes are described below. On the basis of the restated periods (12 months), current taxes amount to €7.7 million on 31 December 2020 compared to €6.9 million on 31 December 2019.

The share in the result of associates and joint ventures includes the result of the participation in Immobe NV, which has been consolidated since 31 March 2019 using the equity method.

EPRA Earnings* (see Note 44.7) reached €162.7 million (31 December 2020, 18 months; 30 June 2019: €72.1 million, 12 months), or €6.14 per share, based on the weighted average number of shares outstanding (30 June 2019: €3.74 per share). This result (absolute and per share) is higher than the budgeted amount of €5.92 that was announced in the interim statement of the Board of Directors of the fifth quarter 2019/2020. On the basis of the restated periods (12 months), EPRA Earnings* increase by 33.6%, from €87.0 million on 31 December 2019 to €116.2 million on 31 December 2020.

The income statement also includes elements with no monetary impact (that is to say, non-cash) that vary as a function of external market parameters. These consist amongst others of changes in the fair value of investment properties (accounted for in accordance with IAS 40), changes in the fair value of financial assets and liabilities (accounted for in accordance with IAS 39), other results on portfolio, exit tax and deferred taxes (arising from IAS 40):

(x €1,000) 31/12/2020 31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
Changes in fair value of marketable investment properties 41,930 14,816 80,288 76,382
Changes in fair value of development projects -16,881 -9,746 -10,087 -13,065
Changes in fair value of investment properties 25,049 5,070 70,201 63,317
  • Over the entire financial year, changes in the fair value of marketable investment properties1 (see table above) taken into income amounted to +1.9%, or +€41.9 million (31 December 2020, 18 months; 30 June 2019: +3.4% or +€76.4 million, 12 months). A change in fair value of -€16.9 million was recorded on development projects (30 June 2019: -€13.1 million). The combined change in fair value for marketable investment properties and development projects represents an increase of €25 million for the period (30 June 2019: €63.3 million). On the basis of the restated periods (12 months), changes in the fair value of marketable investment properties amounted to €14.8 million on 31 December 2020 compared to €80.3 million on 31 December 2019. A change in fair value of -€9.8 million was recorded for development projects (31 December 2019: -€10.1 million). The combined change in fair value for marketable investment properties and development projects represents an increase of €5 million (31 December 2019: €70.2 million).
  • In order to limit the interest rate risk stemming from the financing of its investments, Aedifica has put in place long-term hedges which allow for the conversion of variable-rate debt to fixed-rate debt, or to capped-rate debt. On 31 December 2020, 79.1% of the drawings in euros on these variable-rate credit facilities were covered by hedging instruments (swaps and caps). In addition, forward contracts were signed during the financial year to hedge the exchange rate risk of the portfolio in the United Kingdom.

These financial instruments are detailed in Note 33 of the Consolidated Financial Statements. Moreover, the financial instruments also reflect put options granted to certain minority shareholders which are the subject of appraisal at fair value. Changes in the fair value of financial assets and liabilities taken into the income statement as of 31 December 2020 represent a charge of €2.2 million (18 months; 30 June 2019: a charge of €7.3 million). On the basis of the restated periods (12 months), changes in the fair value of financial assets and liabilities represent a charge of €5.6 million on 31 December 2020 compared to a charge of €3.7 million on 31 December 2019.

  • Capital gains on disposals (-€0.6 million on 31 December 2020, 18 months; 30 June 2019: €7.3 million) are also taken into account here. On the basis of the restated periods (12 months), capital gains on disposals amount to -€1.8 million on 31 December 2020 compared to €8.7 million on 31 December 2019.
  • Deferred taxes and exit tax (charge of €14.8 million as of 31 December 2020, 18 months; compared to a charge of €6.2 million on 30 June 2019) arose from the recognition at fair value of buildings located abroad, in conformity with IAS 40. These deferred taxes (with no monetary impact, that is to say, noncash) are excluded from the EPRA Earnings*. On the basis of the restated periods (12 months), deferred taxes and exit tax amount to €11 million on 31 December 2020 compared to €8.1 million on 31 December 2019.

1. That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 30 June 2019 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2020.

Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €173.1 million (31 December 2020, 18 months; 30 June 2019: €124 million). On the basis of the restated periods (12 months), the profit (owners of the parent) decreases from €153.9 million on 31 December 2019 to €103.9 million on 31 December 2020. The basic earnings per share (as defined by IAS 33) is €6.53 (30 June 2019: €6.41).

The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, amounts to €139.7 million (31 December 2020, 18 months; 30 June 2019: €64.1 million, 12 months), as calculated in the Abridged Statutory Financial Statements on page 257. This is a 118% increase and represents an amount of €5.24 per share (30 June 2019: €3.31 per share).

RIGHT CRYSTAL COURT – CARE HOME IN HARROGATE (UK)

4.3 CONSOLIDATED BALANCE SHEET

Consolidated balance sheet (x €1,000) 31/12/2020 30/06/2019
Investment properties including assets classified as held for sale* 3,814,667 2,320,949
Other assets included in debt-to-assets ratio 252,274 65,061
Other assets 234 117
Total assets 4,067,175 2,386,127
Equity
Equity excl. changes in fair value of hedging instruments* 2,222,523 1,480,082
Effect of the changes in fair value of hedging instruments -52,212 -50,533
Non-controlling interests 2,625 103
Equity 2,172,936 1,429,652
Liabilities included in debt-to-assets ratio 1,757,683 888,158
Other liabilities 136,556 68,317
Total equity and liabilities 4,067,175 2,386,127
Debt-to-assets ratio (%) 43.2% 37.2%

As of 31 December 2020, investment properties including assets classified as held for sale* represent 94% (30 June 2019: 97%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 401 at €3,815 million (30 June 2019: €2,321 million). This heading includes:

  • Marketable investment properties including assets classified as held for sale* (31 December 2020: €3,622 million; 30 June 2019: €2,270 million), increase in the amount of €1,352 million. The net growth in the fair value of marketable investment properties* is attributed primarily to €1,114 million from investment operations, -€24 million from divestment operations, €221 million from the completion of development projects, -€1 million from exchange rate differences and €42 million from the change in the fair value of marketable investment properties.
  • Development projects (31 December 2020: €141 million; 30 June 2019: €51 million), consist primarily of investment properties under construction or renovation (new developments or renovations in progress). They are part of a multi-annual investment budget (see section 3.2 of the Property Report).
  • The right of use related to plots of land held in 'leasehold' by Hoivatilat in accordance with IFRS 16 (31 December 2020: €52 million).

The item 'Other assets included in debt-to-assets ratio' includes, amongst other things, goodwill amounting to €162 million arising from the acquisition of Hoivatilat, which is the positive difference between the price paid for the shares of Hoivatilat Oyj and the accounting value of the acquired net assets, and holdings in associated companies and joint ventures. This includes the remaining stake of 25% in Immobe NV, which amounts to €37 million as of 31 December 2020 (30 June 2019: €33.9 million). The joint venture with Korian announced on 10 December 2020 meets the criteria of 'joint operations' as defined by IFRS 11 and is proportionally consolidated.

Since Aedifica's incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and the capital increases in cash. As of 31 December 20202 , the Company's capital amounts to €873 million (30 June 2019: €649 million). Equity (also called net assets), which represents Aedifica's intrinsic net value and takes into account the fair value of its investment portfolio, amounts to:

  • €2,223 million3 excluding the effect of the changes in fair value of hedging instruments* (30 June 2019: €1,480 million, including the €54 million dividend distributed in October 2019);
  • or €2,170 million3 taking into account the effect of the changes in fair value of hedging instruments (30 June 2019: €1,430 million, including the €54 million dividend distributed in October 2019).

As of 31 December 2020, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €1,758 million (30 June 2019: €888 million). Of this amount, €1,667 million (30 June 2019: €857 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debtto-assets ratio amounts to 43.2% (30 June 2019: 37.2%). As the maximum debt-to-assets ratio permitted for Belgian RRECs is set at 65% of total assets, Aedifica currently has an additional consolidated debt capacity of €885.8 million in constant assets (that is, excluding growth in the real estate portfolio) and €2,530.9 million in

1. The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield Belgium NV/SA, Deloitte Consulting & Advisory CVBA/SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy and JLL Valuation AB).

2. IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves.

3. The interim dividend of €75 million distributed in October 2020 has already been deducted.

variable assets (that is, taking into account growth in the real estate portfolio). Conversely, if all other parameters remain the same, the current balance sheet structure can absorb a decrease of up to 35.7% in the fair value of its invesment properties before reaching the maximum debt-to-assets ratio. Given Aedifica's existing bank commitments, which further limit the maximum debt-to-assets ratio to 60%, the available headroom amounts to €682.5 million in constant assets, €1,706.2 million in variable assets, and -29.8% in the fair value of investment properties.

Other liabilities of €137 million (30 June 2019: €68 million) represent primarily the fair value of hedging instruments (31 December 2020: €51 million; 30 June 2019: €48 million) and the deferred taxes (30 June 2020: €75 million; 30 June 2019: €12 million) which increased sharply due to the integration of the Finnish portfolio.

4.4 NET ASSET VALUE PER SHARE

Excluding the non-monetary effects (that is to say, non-cash) of the changes in fair value of hedging instruments1 and after accounting for the distribution of the 2018/2019 dividend in October 20192 and the 2019/2020 interim dividend in October 2020, the net asset value per share based on the fair value of investment properties amounts to €67.17 as of 31 December 2020 (30 June 2019: €57.96 per share).

Net asset value
per share (in €)
31/12/2020 30/06/2019
Net asset value after
deduction of the 2018/2019
dividend, excl. changes in fair
value of hedging instruments*
67.17 57.96
Effect of the changes in fair
value of hedging instruments
-1.58 -2.05
Net asset value after
deduction of the 2018/2019
dividend
65.59 55.90
Number of shares
outstanding (excl. treasury
shares)
33,086,572 24,601,158

4.5 CONSOLIDATED CASH FLOW STATEMENT

The consolidated cash flow statement included in the attached Consolidated Financial Statements shows total cash flows for the period of +€8.1 million (30 June 2019: +€4.8 million), which is made up of net cash from operating activities of +€181.1 million (30 June 2019: +€88.8 million), net cash from investing activities of -€1,210.1 million (30 June 2019: -€602 million), and net cash from financing activities of +€1,037.1 million (30 June 2019: +€518.1 million).

4.6 APPROPRIATION OF THE RESULTS

The Board of Directors proposes to the Annual General Meeting of 11 May 2021 to approve the Aedifica NV/SA Annual Accounts of 31 December 2020 (of which a summary is provided in the chapter 'Abridged Statutory Annual Accounts' on page 257).

The Board of Directors also proposes to distribute a gross dividend of €4.60 for the entire extended 2019/2020 financial year, resulting in a statutory pay-out ratio of 88%. The (final) dividend for the extended financial year will be paid in May 2021 after the annual accounts have been approved by the Annual General Meeting of 11 May 2021. In anticipation of the final dividend, Aedifica's Board of Directors decided to pay out an interim dividend to the shareholders for the period from 1 July 2019 up to and including 30 June 2020, which was paid out on 7 October 2020. The gross interim dividend amounted to €3.00 per share (an increase of 7% compared to the dividend for the 2018/2019 financial year). A gross dividend of €1.60 per share is proposed for the period from 1 July 2020 up to and including 31 December 2020 (allocated over coupon no. 26 (€1.03 gross) and coupon no. 27 (€0.57 gross)). The net dividend per share after deduction of 15%3 withholding tax will amount to €3.91, allocated over coupon no. 23 (€2.108), coupon no. 24 (€0.442), coupon no. 26 (€0.8755) and coupon no. 27 (€0.4845).

The statutory result for the 2019/2020 financial year will be submitted as presented in the table on page 257.

The proposed dividend respects the requirements laid down in Article 13, § 1, paragraph 1 of the Royal Decree of 13 July 2014 regarding RRECs considering it is greater than the required minimum pay-out of 80% of the adjusted statutory result, after deduction of the debt reduction over the financial year.

  1. The withholding tax rate is 15%. The reader is referred to section 5.2 of the 'Standing Documents' for more information on the tax treatment of dividends, as well as to section 4.2 of the chapter 'Risk factors'.

  2. In 2021, completions of development projects from the pipeline are expected in the amount of approximately €336 million.

1. The effect of the changes in fair value of hedging instruments of -€1.58 per share as of 31 December 2020 is the impact in equity of the fair value of hedging instruments, which is negative for €52.2 million, mainly booked in the liabilities on the balance sheet.

2. Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €60.16 per share as of 30 June 2019 (as published in the 2018/2019 Annual Financial Report) thus included the dividend distributed in October 2019, and should now be adjusted by €2.20 per share in order to compare with the value as of 31 December 2020. This amount corresponds to the amount of the total dividend (approx. €54 million) divided by the total number of shares outstanding as of 30 June 2019 (24,601,158).

5. OUTLOOK FOR 2021

The outlook presented below has been developed by the Board of Directors as part of the preparation of the budget for the 2021 financial year on a comparable basis with the Company's historical financial information.

5.1. ASSUMPTIONS

External factors

  • a) The indexation rates of rents and charges vary by country. Belgian rental income is linked to the Belgian (health) consumer price index for which an average of 1.11% is applied to the financial year, in line with the projections released by the Belgian Federal Planning Bureau on 29 January 2021. Dutch rental income is also linked to a consumer price index, for which similar assumptions have been made as for Belgian rental income. No indexation has been taken into account for German rental income. The indexation of the UK healthcare portfolio is generally based on the retail price index, but has been limited to the contractually provided indexation floors. For the Finnish portfolio, an indexation was applied based on the Finnish consumer price index, which remained relatively stable in 2020 with little fluctuation.
  • b) Investment properties: assessed at their fair value, based on a zero-growth rate.
  • c) Average interest rate before capitalised interests: 1.80% based on the Euribor rate curve of 2 February 2021, bank margins, and hedges currently in place.
  • d) Foreign exchange: future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom and Sweden, the rental income and the net result of Aedifica, which are all expressed in euro. In the forecast below, exchange rates £/€ of 1.10 and SEK/€ of 0.10 have been applied.
  • e) Taxes: taxes mainly include tax on profits of consolidated subsidiaries, tax on profits generated by Aedifica NV/SA abroad and Belgian tax on Aedifica NV/SA's non-deductible expenditures. As a result of international growth, the tax burden increases.

Internal factors

  • a) Rents: rent forecasts are based on current contractual rates and take indexation into account. The projected rental income includes assumptions regarding future portfolio additions (completion of buildings currently under development and possible acquisitions for which the timing cannot be determined with certainty). Given the uncertainty in the current economic climate, the budget takes into account a possible loss of rental income of €1 million.
  • b) Real estate charges: the assumptions concerning real estate charges relate to internal and external real estate management costs (management fees, etc.), repair and maintenance costs, general taxes and property tax, and insurance.
  • c) Operating charges and overheads: this forecast includes, amongst other things, employee benefits, IT, office, consultancy

services, administrative and accounting fees, and fees directly associated with the listing of the Company's shares.

d) Investment budget: projected investments for the next financial year amount to approx. €740 million and will be paid in cash. They mainly concern (i) cash outflows related to the execution of the committed development pipeline amounting to approx. €432 million4 , (ii) the acquisitions announced since 1 January 2021 amounting to €83 million, and (iii) additional investments – for which there is no commitment yet – which are assumed to be carried out during the 2021 financial year, amounting to approx. €225 million, paid in cash, and generating rental incomes in line with today's market practice for 6 months.

e) Financial assumptions:

  • average cash balance of €23 million;
  • the model permits controlling the debt-to-assets ratio to a maximum of 65%;
  • changes in the fair value of hedging instruments for financial debts (IAS 39) are not modelled as they have no impact on EPRA Earnings*, and are not estimable. Thus, these changes have no impact on the projections presented below.
  • f) Divestment assumption: assumption related to the sale of some assets as part of a limited portfolio rotation amounting to approx. €32 million.

5.2 FINANCIAL PROJECTIONS

The Board of Directors continues to pay close attention to the COVID-19 pandemic and the shifting economic, financial and political context, as well as the associated impact on the Group's activities.

In the current economic climate, Aedifica's key strengths include the following:

  • Aedifica's strategic focus on healthcare real estate, of which the fundamental characteristics (ageing, market consolidation and public financing) remain intact, and its development in Europe allow the Group to adapt to market opportunities and the evolution of economic conditions. The geographical spread of the portfolio over seven countries (Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden and Ireland) leads to a better risk diversification.
  • Thanks to its investments in healthcare real estate, Aedifica benefits from indexed long-term rental incomes, which generate attractive net yields. The weighted average unexpired lease term of its total portfolio of 19 years provides Aedifica with a very good view of the majority of its future income streams over the long term.
  • The low debt-to-assets ratio and confirmed credit lines ensure the financing of the real estate portfolio (including ongoing development projects) and the further growth of the portfolio. Drawings on these credit facilities are largely covered by hedging instruments. In addition, Aedifica has repeatedly demonstrated in the

past that it has excellent access to the capital markets in order to support its growth.

– The combined pipeline of Aedifica and Hoivatilat amounts to approx. €756 million, assuring the Group's future growth and the quality of the buildings that will be added to the portfolio.

On the basis of the projected real estate portfolio, and without unforeseen developments, the Board of Directors estimates the rental income for the 2021 financial year to reach €220 million. This results in €137 million in EPRA Earnings*. Taking into account the higher number of shares resulting from the 2019/2020 capital increases (see section 3.2), the Board of Directors anticipates EPRA Earnings* per share of €4.16 per share and a gross dividend of €3.30 per share, payable in May 2022. This outlook is based on an assumption of €225 million of additional cashflow yielding investments outside the development pipeline, and the current knowledge and assessment of the Covid-19 pandemic, albeit subject to the further duration and evolution of the pandemic and the effectiveness of the corresponding government measures and vaccination strategy.

5.3 IMPORTANT REMARK CONCERNING PROJECTED FINANCIAL INFORMATION

The projected financial information presented above consists of estimates for which the actual realisation will vary, most notably, depending on the evolution of the real estate and financial markets. They do not constitute a commitment by the Company's Executive Managers and have not been certified by an external auditor. However, the Company's auditor, EY Bedrijfsrevisoren BV, represented by Mr. Joeri Klaykens (acting on behalf of a SRL), has issued the following report (this auditor's report has been faithfully reproduced and, to Aedifica's knowledge, no facts have been omitted which would render the information reproduced inexact or misleading):

Statutory auditor's report on the consolidated financial forecasts of Aedifica SA

'As a statutory auditor of the company, we have prepared the present report on the forecasts of the consolidated balance sheet and income statement of the company, included in chapter 5 in the consolidated board of directors' report of its annual report, as approved by the Board of Directors of the company on 16 March 2021.

The assumptions included in chapter 5 result in the following EPRA Earnings forecast for the year 2021:

Date: 31 December 2021

EPRA Earnings: 137 million €

Board of Director's responsibility

It is the board of directors' responsibility to prepare the profit forecast, together with the material assumptions upon which it is based, in accordance with the requirements of EU Regulation n° 809/2004.

Auditor's responsibility

It is our responsibility to provide an opinion on the forecasts as required by Annex I, item 13.2 of the EU Regulation n° 809/2004. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying these forecasts.

We performed our work in accordance with the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren), including the related guidance of its research institute and the standard "International Standard on Assurance Engagements 3400" related to the examination of forecast information. Our work included an evaluation of the procedures undertaken by the Board of Directors in compiling the forecasts and procedures aimed at verifying the consistency of the methods used for the forecasts with the accounting policies normally adopted by Aedifica.

We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated.

Since the forecasts and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the forecasts. Any differences may be material.

Opinion

In our opinion:

  • (i) the forecasts have been properly compiled on the basis of the assumptions stated above; and
  • (ii) the basis of accounting used for these forecasts is consistent with the accounting policies applied by Aedifica SA for the consolidated financial statements of 2019-2020.

Brussels, 30 March 2021.

EY Bedrijfsrevisoren BV, Statutory auditor represented by Joeri Klaykens (acting on behalf of a SRL), Partner'

6. GROUP STRUCTURE

As of 31 December 2020, Aedifica NV/SA holds perimeter companies in seven different countries: Belgium, Luxembourg, Germany, the Netherlands, the United Kingdom (including Jersey), Finland and Sweden.

All real estate located in Belgium is held by Aedifica NV/SA, with the exception of the properties that are held by the Belgian subsidiaries Familiehof BV/SP and stamWall BV/SP.

The real estate located in Germany is held by Aedifica NV/SA, Aedifica's Luxembourg subsidiaries and by some of Aedifica's Germany subsidiaries.

All real estate located in the Netherlands is held by Aedifica's Dutch subsidiaries. The assets held by AK JV NL, the Dutch joint venture with the Korian group, is 50% owned by Aedifica.

All real estate located in the United Kingdom is held by Aedifica's Jersey and UK subsidiaries.

All real estate located in Finland is owned by Finnish subsidiaries of Hoivatilat Oyj, which in turn is controlled by Aureit Holding Oy.

All real estate located in Sweden is owned by Swedish subsidiaries of Hoivatilat Oyj, which in turn is controlled by Aureit Holding Oy.

The organisational chart on pages 56-59 shows the Group's subsidiaries as well as its share in each subsidiary.

Brussels, 16 March 2021.

LEFT LAHDEN VALLESMANNINKATU – SERVICE COMMUNITY IN LAHTI (FI)

RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)

AEDIFICA NV/SA: GROUP STRUCTURE AS OF 31 DECEMBER 2020

100% AED Aedifica Invest NV/SA
94% AI Aedifica Residenzen Nord GmbH
6%*
94% AI
Aedifica Residenzen 1 GmbH
Aedifica NV/SA 6%*
94% AI
Aedifica Residenzen 2 GmbH
6%*
94% AI
Aedifica Residenzen 3 GmbH
6%*
94% AI
Aedifica Residenzen West GmbH
6%*
94% AI
Aedifica Residenzen 4 GmbH
100% AED 6%*
Familiehof BV/SRL
100% AED stamWall BV/SRL
75% + 1 PERF Immobe NV/SA (GVBF/FIIS)
25% -1 AED
94% AED
6%* Aedifica Luxemburg I SCS
94% AED
6%*
Aedifica Luxemburg II SCS
94% AED
6%* Aedifica Luxemburg III SCS
94% AED
6%*
Aedifica Luxemburg IV SCS
94% AED
6%*
Aedifica Luxemburg V SCS
94% AED
6%*
Aedifica Luxemburg VI SCS
94% AED Aedifica Luxemburg VII SCS
6%*
94% AED
6%*
Aedifica Luxemburg VIII SCS
100% AED Aedifica Asset Management GmbH
100% AED Aedifica Project Management GmbH
100% AED Schloss Bensberg Management GmbH
100% AED Aedifica Nederland BV
100% AN Aedifica Services BV
100% AED Aedifica Nederland 2 BV
100% AED Aedifica Nederland 3 BV
Parent company 100% AED Aedifica Nederland 4 BV
Subsidiaries in Belgium 100% AED Aedifica Nederland
Joint Venture BV
Associated company in Belgium 50% ANJV AK JV NL public partnership
Subsidiaries in Luxembourg
Subsidiaries in Germany
100% AED 50% **
Aedifica UK vennootschapsstructuur
Subsidiary in the Netherlands (see summary on the right)
Subsidiaries in the UK 100% AED Aureit Holding Oy
Subsidiaries in Finland and Sweden 100% Hoivatilat Oyj
The residual 6%* is held by an investor who is Aureit Holding 100% Hoivatilat Hoivatilat AB
unrelated to Aedifica.
The other 50%** is held by by a partner who is
unrelated to Aedifica. 100% Hoivatilat SPV's in Finland and Sweden
(see pages 58-59)
AEDIFICA UK AS OF 31 DECEMBER 2020
100% AED 100% PP(H) Patient Properties
CHAPP Acquisition Ltd
100% CHAPP A
100% AED Patient Properties (Alexander Court) Ltd
CHAPP Holdings Ltd 100%
CHAPP H
CHAPP Nominee
No. 1 Ltd
100% AED (Holdings) Ltd
AED Oak Acquisitions
100% PP(H) Patient Properties
(Heritage) Ltd
100%
CHAPP H
CHAPP Nominee
No. 2 Ltd
100% AED (Jersey) Ltd
AED Oak Acquisitions
100% PP(H) Patient Properties
(Beech Court) Ltd
100%
CHAPP H
CHAPP GP Ltd 100% AED (Ottery) Ltd
Quercus (Nursing
100% PP(H) Patient Properties
(Kings Court) Ltd
Homes) Ltd 100% PP(H) Patient Properties
(Green Acres) Ltd
CHAPP Ltd Partnership 100% AED Quercus (Nursing
Homes No.2) Ltd
100% PP(H) Patient Properties
(Springfields) Ltd
Aedifica NV/SA 100% AED Quercus Nursing
Homes 2001 (A) Ltd
100% PP(H) Patient Properties
AED Oak 1 Ltd 100% AED 100% AED Quercus Nursing
Homes 2001 (B) Ltd
100% PP(H) (Ashwood) Ltd
Patient Properties
100% AED Oak 1
AED Oak 2 Ltd
100% AED Quercus Nursing
Homes 2010 (C) Ltd
100% PP(H) (Fountains) Ltd
Patient Properties
100% AED Quercus Nursing
Homes 2010 (D) Ltd
100% PP(H) (Blenheim) Ltd
Patient Properties
AED Finance 1 Ltd 100% AED 100% AED AED Maple Holdings Ltd 100% PP(H) (Chatsworth) Ltd
Patient Properties
100% AED Fin 1
AED Finance 2 Ltd
100% AED Aedifica UK Ltd 100% PP(H) (Coplands) Ltd
Patient Properties
100% AED UK 100% PP(H) (Moorlands) Ltd
Quercus Homes 2018 Ltd Patient Properties
(Knights Court) Ltd
Sapphire Properties
(2016) Ltd
100% AED UK 100% PP(H) Patient Properties
(Clarendon) Ltd
Maple Court Nursing
Homes Ltd
100% AED UK 100% PP(H) Patient Properties
(River View) Ltd
Aedifica UK (Ampthill) Ltd 100% AED UK 100% PP(H) Patient Properties
(Coniston) Ltd
100% PP(H) Patient Properties
(Ashmead) Ltd
100% PP(H) Patient Properties
(Derwent) Ltd
100% PP(H) Patient Properties
(Eltandia) Ltd
100% PP(H) Patient Properties
(Windmill) Ltd
100% PP(H) Patient Properties

Parent company

Subsidiaries in Jersey

Subsidiaries in England

(Brook House) Ltd

AEDIFICA SPVs HOIVATILAT AS OF 31 DCEMBER 2020

Finland

Asunto Oy Seinäjoen Kutojankatu Kiinteistö Oy Espoon Fallåkerinrinne Kiinteistö Oy Espoon Hirvisuontie Kiinteistö Oy Espoon Kurttilantie Kiinteistö Oy Espoon Matinkartanontie Kiinteistö Oy Espoon Meriviitantie Kiinteistö Oy Espoon Oppilaantie Kiinteistö Oy Espoon Tikasmäentie Kiinteistö Oy Espoon Vuoripirtintie Kiinteistö Oy Euran Käräjämäentie Kiinteistö Oy Haminan Lepikönranta Kiinteistö Oy Heinolan Lähteentie Kiinteistö Oy Helsingin Pakarituvantie 4 Kiinteistö Oy Helsingin Työnjohtajankadun Seppä 3 Kiinteistö Oy Hollolan Sarkatie Kiinteistö Oy Hämeenlinnan Jukolanraitti Kiinteistö Oy Hämeenlinnan Vanha Alikartanontie Kiinteistö Oy Iisalmen Eteläinen puistoraitti Kiinteistö Oy Iisalmen Kangaslammintie Kiinteistö Oy Iisalmen Petter Kumpulaisentie Kiinteistö Oy Iisalmen Satamakatu Kiinteistö Oy Iisalmen Vemmelkuja Kiinteistö Oy Janakkalan Kekanahontie Kiinteistö Oy Joutsenon päiväkoti Kiinteistö Oy Jyväskylän Ailakinkatu Kiinteistö Oy Jyväskylän Haperontie Kiinteistö Oy Jyväskylän Harjutie Kiinteistö Oy Jyväskylän Haukankaari Kiinteistö Oy Jyväskylän Mannisenmäentie Kiinteistö Oy Jyväskylän Martikaisentien Kiinteistö Oy Jyväskylän Palstatie Kiinteistö Oy Jyväskylän Sulkulantie Kiinteistö Oy Jyväskylän Väliharjuntie Kiinteistö Oy Jyväskylän Vävypojanpolku Kiinteistö Oy Järvenpään Yliopettankatu Kiinteistö Oy Kaarinan Nurminiitynkatu Kiinteistö Oy Kajaanin Erätie Kiinteistö Oy Kajaanin Hoikankatu Kiinteistö Oy Kajaanin Menninkäisentie Kiinteistö Oy Kajaanin Uitontie Kiinteistö Oy Kajaanin Valonkatu Kiinteistö Oy Kalajoen Hannilantie Kiinteistö Oy Kangasalan Hilmanhovi Kiinteistö Oy Kangasalan Mäntyveräjäntie Kiinteistö Oy Kangasalan Rekiäläntie Kiinteistö Oy Kaskisten Bladintie Kiinteistö Oy Kempeleen Ihmemaantie Kiinteistö Oy Keravan Männiköntie Kiinteistö Oy Keuruun Tehtaantie Kiinteistö Oy Kirkkonummen Kotitontunkuja Kiinteistö Oy Kokkolan Ankkurikuja Kiinteistö Oy Kokkolan Vanha Ouluntie Kiinteistö Oy Kontiolahden Päiväperhosenkatu Kiinteistö Oy Kotkan Loitsutie Kiinteistö Oy Kotkan Metsäkulmankatu Kiinteistö Oy Kouvolan Kaartokuja Kiinteistö Oy Kouvolan Marskinkatu Kiinteistö Oy Kouvolan Pappilantie Kiinteistö Oy Kouvolan Rannikkotie Kiinteistö Oy Kouvolan Ruskeasuonkatu Kiinteistö Oy Kouvolan Vinttikaivontie Kiinteistö Oy Kuopion Amerikanraitti 10

Kiinteistö Oy Kuopion Männistönkatu Kiinteistö Oy Kuopion Pirtinkaari Kiinteistö Oy Kuopion Portti A2 Kiinteistö Oy Kuopion Rantaraitti Kiinteistö Oy Kuopion Sipulikatu Kiinteistö Oy Lahden Jahtikatu Kiinteistö Oy Lahden Kurenniityntie Kiinteistö Oy Lahden Makarantie Kiinteistö Oy Lahden Piisamikatu Kiinteistö Oy Lahden Vallesmanninkatu A Kiinteistö Oy Lahden Vallesmanninkatu B Kiinteistö Oy Laihian Jarrumiehentie Kiinteistö Oy Lappeenrannan Orioninkatu Kiinteistö Oy Laukaan Hytösenkuja Kiinteistö Oy Laukaan Saratie Kiinteistö Oy Limingan Kauppakaari Kiinteistö Oy Lohjan Ansatie Kiinteistö Oy Lohjan Porapojankuja Kiinteistö Oy Lohjan Sahapiha Kiinteistö Oy Loimaan Itsenäisyydenkatu Kiinteistö Oy Loviisan Mannerheiminkatu Kiinteistö Oy Maskun Ruskontie Kiinteistö Oy Mikkelin Kastanjakuja Kiinteistö Oy Mikkelin Sahalantie Kiinteistö Oy Mikkelin Väänäsenpolku Kiinteistö Oy Mikkelin Ylännetie 10 Kiinteistö Oy Mikkelin Ylännetie 8 Kiinteistö Oy Mynämäen Opintie Kiinteistö Oy Mäntsälän Liedontie Kiinteistö Oy Mäntyharjun Lääkärinkuja Kiinteistö Oy Nokian Kivimiehenkatu Kiinteistö Oy Nokian Luhtatie Kiinteistö Oy Nokian Näsiäkatu Kiinteistö Oy Nokian Vikkulankatu Kiinteistö Oy Nurmijärven Laidunalue Kiinteistö Oy Nurmijärven Ratakuja Kiinteistö Oy Orimattilan Suppulanpolku Kiinteistö Oy Oulun Isopurjeentie Kiinteistö Oy Oulun Kehätie Kiinteistö Oy Oulun Paulareitti Kiinteistö Oy Oulun Raamipolku Kiinteistö Oy Oulun Rakkakiventie Kiinteistö Oy Oulun Ruismetsä Kiinteistö Oy Oulun Salonpään koulu Kiinteistö Oy Oulun Sarvisuontie Kiinteistö Oy Oulun Siilotie Kiinteistö Oy Oulun Soittajanlenkki Kiinteistö Oy Oulun Ukkoherrantie A Kiinteistö Oy Oulun Ukkoherrantie B Kiinteistö Oy Oulun Valjastie Kiinteistö Oy Oulun Vihannestie Kiinteistö Oy Oulun Villa Sulkakuja Kiinteistö Oy Paimion Mäkiläntie Kiinteistö Oy Pieksämäen Ruustinnantie Kiinteistö Oy Pihtiputaan Nurmelanpolku Kiinteistö Oy Pirkkalan Lehtimäentie Kiinteistö Oy Pirkkalan Pereensaarentie Kiinteistö Oy Porin Kerhotie Kiinteistö Oy Porin Koekatu Kiinteistö Oy Porin Ojantie Kiinteistö Oy Porin Palokärjentie Kiinteistö Oy Porvoon Fredrika Runeberginkatu Kiinteistö Oy Porvoon Haarapääskyntie Kiinteistö Oy Porvoon Peippolankuja Kiinteistö Oy Porvoon Vanha Kuninkaantie Kiinteistö Oy Raahen Kirkkokatu Kiinteistö Oy Raahen Palokunnanhovi Kiinteistö Oy Raahen Vihastenkarinkatu Kiinteistö Oy Raision Tenavakatu Kiinteistö Oy Riihimäen Jyrätie Kiinteistö Oy Rovaniemen Gardininkuja Kiinteistö Oy Rovaniemen Matkavaarantie Kiinteistö Oy Rovaniemen Muonakuja Kiinteistö Oy Rovaniemen Mäkiranta Kiinteistö Oy Rovaniemen Ritarinne Kiinteistö Oy Rovaniemen Santamäentie Kiinteistö Oy Ruskon Päällistönmäentie Kiinteistö Oy Salon Papinkuja Kiinteistö Oy Sastamalan Tyrväänkyläntie Kiinteistö Oy Siilinjärven Honkarannantie Kiinteistö Oy Siilinjärven Nilsiäntie Kiinteistö Oy Siilinjärven Risulantie Kiinteistö Oy Siilinjärven Sinisiipi Kiinteistö Oy Sipoon Aarrepuistonkuja Kiinteistö Oy Sipoon Aarretie Kiinteistö Oy Sipoon Satotalmantie Kiinteistö Oy Sotkamon Kirkkotie Kiinteistö Oy Tampereen Lentävänniemenka Kiinteistö Oy Teuvan Tuokkolantie Kiinteistö Oy Tornion Torpin Rinnakkaiskatu Kiinteistö Oy Turun Lemmontie Kiinteistö Oy Turun Lukkosepänkatu Kiinteistö Oy Turun Paltankatu Kiinteistö Oy Turun Teollisuuskatu Kiinteistö Oy Turun Vakiniituntie Kiinteistö Oy Turun Vähäheikkiläntie Kiinteistö Oy Tuusulan Isokarhunkierto Kiinteistö Oy Ulvilan Kulmalantie Kiinteistö Oy Uudenkaupungin Merilinnuntie Kiinteistö Oy Uudenkaupungin Merimetsopolku B Kiinteistö Oy Uudenkaupungin Merimetsopolku C Kiinteistö Oy Uudenkaupungin Puusepänkatu Kiinteistö Oy Vaasan Mäkikaivontie Kiinteistö Oy Vaasan Tehokatu Kiinteistö Oy Vaasan Uusmetsäntie Kiinteistö Oy Vaasan Vanhan Vaasankatu Kiinteistö Oy Vantaan Asolantie Kiinteistö Oy Vantaan Koetilankatu Kiinteistö Oy Vantaan Koivukylän Puistotie Kiinteistö Oy Vantaan Mesikukantie Kiinteistö Oy Vantaan Punakiventie Kiinteistö Oy Vantaan Tuovintie Kiinteistö Oy Vantaan Vuohirinne Kiinteistö Oy Varkauden Kaura-ahontie Kiinteistö Oy Varkauden Savontie Kiinteistö Oy Vihdin Hiidenrannantie Kiinteistö Oy Vihdin Koivissillankuja Kiinteistö Oy Vihdin Pengerkuja Kiinteistö Oy Vihdin Vanhan-Sepän tie Kiinteistö Oy Ylivieskan Alpuumintie Kiinteistö Oy Ylivieskan Mikontie 1 Kiinteistö Oy Ylivieskan Ratakatu 12 Kiinteistö Oy Ylöjärven Mustarastaantie Kiinteistö Oy Ylöjärven Työväentalontie Kiinteistö Oy Äänekosken Likolahdenkatu

AEDIFICA SPVs HOIVATILAT AS OF 31 DCEMBER 2020

Sweden

Hoivatilat AB Hoivatilat Holding AB Hoivatilat Holding 2 AB Älmhult Kungskapsgatan AB

Norrtälje Östhamra Förskola AB Gråmunkehöga LSS Boende AB Heby LSS boende AB Förskola Mesta 6:56 AB

Förskola Kalleberga AB Strängnäs Bivägen AB Upplands Väsby Havregatan Förskola AB

ABOVE ISOKARHUNKIERTO –

SERVICE COMMUNITY IN TUUSULA (FI)

LEFT KÄLLBERGA – DESIGN OF A SCHOOL UNDER CONSTRUCTION IN

NYNÄSHAMN (SE)

EPRA

The data in this chapter are not compulsory according to the RREC regulation and are not subject to verification by public authorities. The auditor verified (through a limited review) whether these data are calculated according to the definitions included in the EPRA Best Practice Recommendations Guidelines and whether the financial data used in the calculation of these figures comply with the accounting data included in the audited consolidated financial statements.

The EPRA ('European Public Real Estate Association') is the voice of Europe's publicly traded real estate sector and the most widely used global benchmark for listed real estate. The Aedifica share has been included in the 'FTSE EPRA/NAREIT Developed Europe Index' since March 2013.

The EPRA ('European Public Real Estate Association') is the voice of Europe's publicly traded real estate sector and the most widely used global benchmark for listed real estate. The Aedifica share has been included in the 'FTSE EPRA/NAREIT Developed Europe Index' since March 2013.

At 31 December 2020, Aedifica is included in the EPRA Europe index with a weight of approx. 1.3% and in the EPRA Belgium index with a weight of approx. 20.9%.

Aedifica subscribes to the trend of standardising reporting for better quality and comparability of information and makes available to investors most of the performance measures recommended by EPRA. Some EPRA indicators are considered alternative performance measures (APMs); they are also discussed in note 44 of the financial statements of this annual financial report.

EPRA published new Best Practice Recommendations in October 2019. The EPRA NAV* and EPRA NNNAV* were replaced by three new Net Asset Value indicators: Net Reinstatement Value (NRV*), Net Tangible Assets (NTA*) and Net Disposal Value (NDV*). More information on these indicators is available on the EPRA website (www.epra.com).

The tables in this section compare new and old indicators.

In 2020, Aedifica won the 'EPRA BPR Gold Award' for its annual financial report (financial year 2018/2019) for the sixth time in a row. Aedifica thus remains in the leading group of European companies evaluated by EPRA.

In addition, Aedifica's sustainability report on the Group's Corporate Social Responsibility efforts in 2019 (published in May 2020) has been awarded the 'EPRA sBPR Gold Award', after having already won an 'EPRA sBPR Silver Award' and the 'EPRA sBPR Most Improved Award' last year.

"Inclusion in the EPRA index is a recognition of our continuous commitment to improvement. It will make it easier to attract new investors who want to contribute to Aedifica's success."

Stefaan Gielens, CEO

KEY PERFORMANCE INDICATORS ACCORDING TO THE EPRA PRINCIPLES

31/12/2020
(18 months)
30/06/2019
(12 months)
EPRA Earnings* x €1,000 162,718 72,145
Earnings from operational activities € / share 6.14 3.74
EPRA Net Reinstatement Value* x €1,000 2,498,005 1,539,149
Net Asset Value adjusted in accordance with the Best Practice
Recommendations (BPR) Guidelines published by EPRA in October 2019
for application as from 1 January 2020. EPRA NRV* assumes that entities
never sell assets and provide an estimation of the value required to rebuild
the entity
€ / share 75.43 62.56
EPRA Net Tangible Assets* x €1,000 2,130,850 1,437,299
Net Asset Value adjusted in accordance with the Best Practice
Recommendations (BPR) Guidelines published by EPRA in October 2019 for
application as from 1 January 2020. EPRA NTA* assumes that entities buy
and sell assets, thereby crystallising certain levels of unavoidable deferred
tax.
€ / share 64.34 58.42
EPRA Net Disposal Value* x €1,000 1,991,267 1,367,996
Net Asset Value adjusted in accordance with the Best Practice
Recommendations (BPR) Guidelines published by EPRA in October 2019
for application as from 1 January 2020. EPRA NDV* represents the value
accruing to the company's shareholders under an asset disposal scenario,
resulting in the settlement of deferred taxes, the liquidation of financial
instruments and the recognition of other liabilities for their maximum amount,
net of any resulting tax.
€ / share 60.13 55.61
EPRA Net Asset Value* x €1,000 2,339,526 1,437,706
Net Asset Value adjusted to include properties and other investment
interests at fair value and to exclude certain items not expected to crystallise
in a long term investment property business model
€ / share 70.65 58.44
EPRA Triple Net Asset Value* x €1,000 2,152,993 1,367,996
EPRA NAV* adjusted to include the fair values of financial instruments, debt
and deferred taxes
€ / share 65.01 55.61
EPRA Net Initial Yield (NIY) % 5.2% 5.5%
Annualised rental income based on the cash rents passing at the balance
sheet date, less non recoverable property operating expenses, divided by
the market value of the property, increased with (estimated) purchaser's
costs
EPRA Topped up NIY % 5.3% 5.5%
This measure incorporates an adjustment 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
EPRA Vacancy Rate % 0.2% 0.0%
Estimated Market Rental Value (ERV) of vacant space divided by ERV of the
whole portfolio
EPRA Cost Ratio (including direct vacancy costs)* % 18,5% 18,0%
Administrative & operating costs (including costs of direct vacancy) divided
by gross rental income
EPRA Cost Ratio (excluding direct vacancy costs)* % 18,5% 17,9%
Administrative & operating costs (excluding costs of direct vacancy) divided
by gross rental income

EPRA EARNINGS* (x €1,000)

31/12/2020
(18 months)
31/12/2020
(12 months -
restated period)
31/12/2019
(12 months -
restated period)
30/06/2019
(12 months)
Earnings (owners of the parent) per IFRS income
statement
173,068 103,894 153,903 123,497
Adjustments to calculate EPRA Earnings*, exclude:
(i) Changes in value of investment properties,
development properties held for investment and
other interests
-31,476 -11,496 -70,202 -63,317
(ii) Profits or losses on disposal of investment
properties, development properties held for
investment and other interests
559 1,827 -8,659 -7,321
(iii) Profits or losses on sales of trading properties
including impairment charges in respect of trading
properties
0 0 0 0
(iv) Tax on profits or losses on disposals 0 0 0 0
(v) Negative goodwill / goodwill impairment 0 0 -132 0
(vi) Changes in fair value of financial instruments and
associated close-out costs
2,169 5,587 3,699 7,304
(vii) Acquisition costs on share deals and non
controlling joint venture interests (IFRS 3)
6,427 6,427 0 0
(viii) Deferred taxes in respect of EPRA adjustments 14,811 11,041 8,141 6,216
(ix) Adjustments (i) to (viii) above in respect of joint
ventures
-3,007 -1,180 -2,680 -853
(x) Non-controlling interests in respect of the above 167 68 2,884 6,618
Roundings 0 0 2 1
EPRA Earnings* (owners of the parent) 162,718 116,168 86,956 72,145
Number of shares (Denominator IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings per Share (EPRA EPS - in €/share) 6.14 4.23 3.87 3.74
EPRA Earnings diluted per Share (EPRA diluted
EPS
- in €/share)
6.13 4.22 3.87 3.74

EPRA NET ASSET VALUE* (NAV) (x €1,000)

Situation as per 31/12/2020

EPRA NRV* EPRA NTA* EPRA NDV* EPRA NAV* EPRA
NNNAV*
NAV per the financial statements
(owners of the parent)
2,170,311 2,170,311 2,170,311 2,170,311 2,170,311
NAV per the financial statements (in €/share)
(owners of the parent)
65.59 65.59 65.59 65.59 65.59
(i) Effect of exercise of options, convertibles and other
equity interests (diluted basis)
845 845 845 845 845
Diluted NAV, after the exercise of options,
convertibles and other equity interests
2,169,466 2,169,466 2,169,466 2,169,466 2,169,466
Include:
(ii.a) Revaluation of investment properties (if IAS 40
cost option is used)
0 0 0 0 0
(ii.b) Revaluation of investment properties under
construction (IPUC) (if IAS 40 cost option is used)
0 0 0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0 0 0
(iv) Revaluation of trading properties 0 0 0 0 0
Diluted NAV at Fair Value 2,169,466 2,169,466 2,169,466 2,169,466 2,169,466
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 72,687 72,687 72,687
(vi) Fair value of financial instruments 52,212 52,212 52,212
(vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161 45,161
(vii.a) Goodwill as per the IFRS balance sheet -206,887 -206,887
(vii.b) Intangibles as per the IFRS balance sheet -1,790
Include:
(ix) Fair value of fixed interest rate debt -16,473 -16,473
(ix) Revaluation of intangibles to fait value 0
(xi) Real estate transfer tax 158,479 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture
interests
0 0 0 0 0
Adjusted net asset value (owners of the parent) 2,498,005 2,130,850 1,991,267 2,339,526 2,152,993
Number of share outstanding (excl. treasury shares) 33,116,464 33,116,464 33,116,464 33,116,464 33,116,464
Adjusted net asset value (in €/share)
(owners of the parent)
75.43 64.34 60.13 70.65 65.01
(x €1,000) Fair value as % of total
portfolio
% of deferred
tax excluded
Portfolio that is subject to deferred tax and intention is to hold and not to sell
in the long run
2,594,841 69% 100%

EPRA NET ASSET VALUE* (NAV) (x €1,000) Situation as per 31/12/2019

EPRA NRV* EPRA NTA* EPRA
NDV*
EPRA
NAV*
EPRA
NNNAV*
NAV per the financial statements (owners of the parent) 1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
NAV per the financial statements (in €/share)
(owners of the parent)
55.90 55.90 55.90 55.90 55.90
(i) Effect of exercise of options, convertibles and other equity
interests (diluted basis)
0 0 0 0 0
Diluted NAV, after the exercise of options, convertibles
and other equity interests
1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
Include:
(ii.a) Revaluation of investment properties (if IAS 40 cost
option is used)
0 0 0 0 0
(ii.b) Revaluation of investment properties under construction
(IPUC) (if IAS 40 cost option is used)
0 0 0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0 0 0
(iv) Revaluation of trading properties 0 0 0 0 0
Diluted NAV at Fair Value 1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 11,848 11,848 11,848
(vi) Fair value of financial instruments 50,533 50,533 50,533
(vii) Goodwill as a result of deferred taxes 0 0 0 0
(vii.a) Goodwill as per the IFRS balance sheet 0 0
(vii.b) Intangibles as per the IFRS balance sheet -407
Include:
(ix) Fair value of fixed interest rate debt -7,329 -7,329
(ix) Revaluation of intangibles to fait value 0
(xi) Real estate transfer tax 101,443 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture interests 0 0 0 0 0
Adjusted net asset value (owners of the parent) 1,539,149 1,437,299 1,367,996 1,437,706 1,367,996
Number of share outstanding (excl. treasury shares) 24,601,158 24,601,158 24,601,158 24,601,158 24,601,158
Adjusted net asset value (in €/share) (owners of the
parent)
62.56 58.42 55.61 58.44 55.61

EPRA NET INITIAL YIELD (NIY) AND EPRA TOPPED-UP NIY (x €1,000)

31/12/2020 (18 months)
Belgium Germany Nether
lands
United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items
Total
Investment properties
- wholly owned
1,161,872 689,357 530,831 628,572 724,177 21,905 - - 3,756,714
Investment properties
- share of joint
ventures/funds
0 0 0 0 0 0 - - 0
Trading properties
(including share of joint
ventures)
165 0 0 5,963 0 0 - - 6,128
Less: developments -10,618 -55,137 -15,063 -1,233 -56,907 -2,362 - - -141,320
Completed property
portfolio
1,151,419 634,220 515,768 633,302 667,270 19,543 - - 3,621,522
Allowance
for estimated
purchasers' costs
29,035 45,594 24,933 41,938 16,682 298 - - 158,479
Gross up completed
property portfolio
valuation
1,180,454 679,815 540,701 675,240 683,952 19,841 - - 3,780,001
Annualised cash
passing rental
income
61,492 33,902 29,309 41,560 36,806 1,135 - - 204,205
Property
outgoings1
-53 -2,367 -1,006 -4,311 -263 -100 - - -8,100
Annualised net rents 61,440 31,535 28,303 37,249 36,542 1,035 - - 196,105
Add: notional
rent expiration of
rent free periods
or other lease
incentives
70 2,007 622 1,298 612 0 - - 4,610
Topped-up net
annualised rent
61,509 33,542 28,925 38,548 37,155 1,035 - - 200,715
EPRA NIY (in %) 5.2% 4.6% 5.2% 5.5% 5.3% 5.2% - - 5.2%
EPRA Topped-up
NIY (in %)
5.2% 4.9% 5.3% 5.7% 5.4% 5.2% - - 5.3%
  1. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to 'real-estate charges' as presented in the consolidated IFRS accounts.

EPRA NET INITIAL YIELD (NIY) AND EPRA TOPPED-UP NIY (x €1,000)

31/12/2020 (18 months)
Healthcare
real estate
Apartment
buildings
Hotels Non-allocated Intersegment
items
Total
Investment properties - wholly owned 3,756,714 - - - - 3,756,714
Investment properties - share of joint
ventures/funds
0 - - - - 0
Trading properties (including share of
joint ventures)
6,128 - - - - 6,128
Less: developments -141,320 - - - - -141,320
Completed property portfolio 3,621,522 - - - - 3,621,522
Allowance for estimated
purchasers' costs
158,479 - - - - 158,479
Gross up completed property
portfolio valuation
3,780,001 - - - - 3,780,000
Annualised cash passing rental
income
204,205 - - - - 204,205
Property outgoings1 -8,100 - - - - -8,100
Annualised net rents 196,105 - - - - 196,105
Add: notional rent expiration of
rent free periods or other lease
incentives
4,610 - - - - 4,610
Topped-up net annualised rent 200,715 - - - - 200,715
EPRA NIY (in %) 5.2% - - - - 5.2%
EPRA Topped-up NIY (in %) 5.3% - - - - 5.3%
  1. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to 'real-estate charges' as presented in the consolidated IFRS accounts.
Healthcare
real estate
Apartment
buildings
Hotels Non-allocated Intersegment
items
Total
Investment properties - wholly
owned
2,315,709 0 0 0 0 2,315,709
Investment properties - share of joint
ventures/funds
0 0 0 0 0 0
Trading properties (including share of
joint ventures)
5,240 0 0 - - 5,240
Less: developments -51,205 - - 0 - -51,205
Completed property portfolio 2,269,744 0 0 0 0 2,269,744
Allowance for estimated
purchasers' costs
101,443 0 0 0 0 101,443
Gross up completed property
portfolio valuation
2,371,187 0 0 0 0 2,371,187
Annualised cash passing rental
income
133,739 0 0 0 0 133,739
Property outgoings1 -4,036 0 0 0 0 -4,036
Annualised net rents 129,703 0 0 0 0 129,703
Add: notional rent expiration of
rent free periods or other lease
incentives
0 0 0 0 0 0
Topped-up net annualised rent 129,703 0 0 0 0 129,703
EPRA NIY (in %) 5.5% 0.0% 0.0% 0.0% - 5.5%
EPRA Topped-up NIY (in %) 5.5% 0.0% 0.0% 0.0% - 5.5%

30/06/2019 (12 months)

  1. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to 'real-estate charges' as presented in the consolidated IFRS accounts.

INVESTMENT PROPERTIES - RENTAL DATA (x €1,000)

31/12/2020 (18 months)
Gross rental
income¹
Net rental
income²
Lettable
space
(in m²)
Contractual
rents³
Estima
ted rental
value (ERV)
on empty
spaces
Estimated
rental value
(ERV)
EPRA
Vacancy
rate
(in %)
Segment
Belgium 86,182 86,125 495,424 61,562 0 60,490 0.0%
Germany 49,168 46,672 433,680 35,909 0 35,468 0.0%
Netherlands 35,082 34,130 359,812 29,932 41 29,683 0.1%
United Kingdom 56,685 52,369 261,066 42,859 0 41,739 0.0%
Finland 26,624 26,162 189,161 37,418 366 37,472 1.0%
Sweden 272 77 4,731 1,135 0 1,135 0.0%
Non-allocated 0 0 0 0 0 0 0.0%
Intersegment items 0 0 0 0 0 0 0.0%
Total marketable
investment properties
254,013 245,535 1,743,873 208,814 406 205,987 0.2%
Reconciliation to income
statement
Properties sold during
the 2019/2020 financial
year
1,103 1,123
Properties held for sale 1,045 1,045
Other adjustments 0 0
Total marketable
investment properties
256,161 247,703

INVESTMENT PROPERTIES - RENTAL DATA (x €1,000)

31/12/2020 (18 months)

Gross rental
income¹
Net rental
income²
Lettable
space
(in m²)
Contractual
rents³
Estima
ted rental
value (ERV)
on empty
spaces
Estimated
rental value
(ERV)
EPRA
Vacancy
rate
(in %)
Segment
Healthcare real estate 254,013 245,535 1,743,873 208,814 406 205,987 0.2%
Apartment buildings4 0 0 0 0 0 0 0.0%
Hotels5 0 0 0 0 0 0 0.0%
Non-allocated 0 0 0 0 0 0 0.0%
Intersegment items 0 0 0 0 0 0 0.0%
Total marketable invest
ment properties
254,013 245,535 1,743,873 208,814 406 205,987 0.2%
Reconciliation to inco
me statement
Properties sold during
the 2019/2020 financial
year
1,103 1,123
Properties held for sale 1,045 1,045
Other adjustments 0 0
Total marketable invest
ment properties
256,161 247,703

INVESTMENT PROPERTIES - RENTAL DATA (x €1,000)

30/06/2019 (12 months)

Gross rental
income¹
Net rental
income²
Lettable
space
(in m²)
Contractual
rents³
Estima
ted rental
value (ERV)
on empty
spaces
Estimated
rental value
(ERV)
EPRA Va
cancy rate
(in %)
Segment
Healthcare real estate 106.387 103.143 1.168.116 133.739 0 136.703 0,0%
Apartment buildings4 0 0 0 0 0 0 0,0%
Hotels5 0 0 0 0 0 0 0,0%
Non-allocated 0 0 0 0 0 0 0,0%
Intersegment items 0 0 0 0 0 0 0,0%
Total marketable invest
ment properties
106.387 103.143 1.168.116 133.739 0 136.703 0,0%
Reconciliation to inco
me statement
Properties sold during
the 2019/2020 financial
year
11.852 8.650
Properties held for sale 133 133
Other adjustments 0 0
Total marketable invest
ment properties
118.372 111.926
  1. The total 'gross rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'net rental income' of the consolidated IFRS accounts.

  2. The total 'net rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'property operating result' of the consolidated IFRS accounts.

  3. The current rent at the closing date plus future rent on leases signed as at 30 June 2019 or 31 December 2020.

  4. Sale of the 'apartment buildings' branch of activities on 27 March 2019.

  5. Sale of the hotels on 14 June 2019.

INVESTMENT PROPERTIES - LIKE-FOR-LIKE NET RENTAL INCOME (x €1,000)

31/12/2020 (12 months - restated period)
Net rental
income on a
like-for-like
basis1
Acquisitions Disposals Transfers due to
completion
Net rental income of the
period
Segment
Belgium 54,404 1,688 192 1,897 58,181
Germany 20,252 5,243 0 8,344 33,839
Netherlands 14,906 3,006 24 5,648 23,584
United Kingdom 27,232 9,547 0 0 36,779
Finland 0 26,168 0 0 26,168
Sweden 0 77 0 0 77
Non-allocated 0 0 0 0 0
Intersegment items 0 0 0 0 0
Total marketable investment
properties
116,794 45,728 215 15,890 178,628
Reconciliation to income
statement
Properties sold during the
2019/2020 financial year
0
Properties held for sale 0
Other adjustments 0
Total marketable investment
properties
178,628
  1. Marketable investment properties owned throughout the 2 financial years.

  2. The total 'net rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'property operating result' of the consolidated IFRS accounts.

INVESTMENT PROPERTIES - LIKE-FOR-LIKE NET RENTAL INCOME (x €1,000€)

31/12/2020 (12 months - restated period) 31/12/2019
(12 months
- restated
period)
Net rental
income on a
like-for-like
basis1
Acqui
sitions
Dispo
sals
Transfers
due to
completion
Net rental
income of
the period2
Net rental
income on a
like-for-like
basis*
Like-for-like
net rental
income
Segment
Healthcare real estate 116,794 45,728 215 15,890 178,628 116,062 0.63%
Apartment buildings3 0 0 0 0 0 1 -100%
Hotels4 0 0 0 0 0 0 -100%
Non-allocated 0 0 0 0 0 0 -
Intersegment items 0 0 0 0 0 0 -
Total marketable invest
ment properties
116,794 45,728 215 15,890 178,628 116,064 0.63%
  1. Marketable investment properties owned throughout the 2 financial years.

  2. The total 'net rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'property operating result' of the consolidated IFRS accounts.

  3. Sale of the 'apartment buildings' branch of activities on 27 March 2019

  4. Sale of the hotels on 14 June 2019

INVESTMENT PROPERTIES - VALUATION DATA (x €1,000)

31/12/2020 (18 months)
Fair value Changes in
fair value
EPRA NIY
(in %)
Reversion rate
(in %)
Segment
Healthcare real estate 3,621,522 41,930 5.2% -2%
Apartment buildings¹ 0 0 0.0% 0%
Hotels² 0 0 0.0% 0%
Total marketable investment
properties including assets as held
for sale*
3,621,522 41,930 5.2% -2%
Reconciliation to the consolidated
IFRS balance sheet
Development projects 141,320 -16,881
Total investment properties including
assets classified as held for sale, or
real estate portfolio
3,762,841 25,049
30/06/2019 (12 months)
Fair value Changes in
fair value
EPRA NIY
(in %)
Reversion rate
(in %)
Segment
Healthcare real estate 2,269,744 63,791 5,5% 2%
Apartment buildings¹ 0 13,491 0,0% 0%
Hotels² 0 -900 0,0% 0%
Total marketable investment
properties including assets as held
for sale*
2,269,744 76,382 5,5% 2%
Reconciliation to the consolidated
IFRS balance sheet
Development projects 51,205 -13,065
Total investment properties including
assets classified as held for sale, or
real estate portfolio
2,320,949 63,317
  1. Sale of the 'apartment buildings' branch of activities on 27 March 2019

  2. Sale of the hotels on 14 June 2019

INVESTMENT PROPERTIES - VALUATION DATA (x €1,000)

31/12/2020 (18 months)
Fair value Changes
in fair value
EPRA NIY
(in %)
Reversion rate
(in %)
Segment
Belgium 1,151,419 27,416 5.2% -2%
Germany 634,220 26,827 4.6% -1%
Netherlands 515,768 3,510 5.2% -1%
United Kingdom 633,302 -5,339 5.5% -3%
Finland 667,270 -10,375 5.3% -1%
Sweden 19,543 -109 5.2% -0%
Total marketable investment properties including
assets as held for sale*
3,621,522 41,930 5.2% -2%
Reconciliation to the consolidated IFRS balance
sheet
Development projects 141,320 -16,881
Total investment properties including assets 3,762,842 25,049
classified as held for sale, or real estate portfolio

PROPERTIES BEING CONSTRUCTED OR DEVELOPED (IN € MILLIONS)

Situation as per 31 December 2020
Cost to date Costs to
completion
Future in
terest to be
capitalised
Forecast
total cost
Forecast
completion
date
Lettable space
(in m²)
% Pre-let ERV on
comple
tion
Total 128 624 3 756 2023 ± 195,000 100% 39.6
Situation as per 30 June 2019
Cost to date Costs to
completion
Future in
terest to be
capitalised
Forecast
total cost
Forecast
completion
date
Lettable space
(in m²)
% Pre-let ERV on
comple
tion
Total 52 372 4 428 2021/2022 ± 110,000 100% 23.2

The breakdown for these projects is provided in section 4.2. of the property report.

INVESTMENT PROPERTIES - LEASE DATA (x €1,000)

31/12/2020 (18 months)
Current rent of leases expiring (x €1.000)
Average
remaining
maturity1
(
in years)
Not later than
one year
Later than
one year and
not later than
two years
Later than
two years and
not later than
five years
Later than
five years
Segment
Belgium 21 571 0 32 60,959
Germany 22 0 456 0 35,453
Netherlands 18 0 0 7 29,925
United Kingdom 22 0 0 0 42,859
Finland 12 878 0 409 36,130
Sweden 17 0 0 0 1,135
Total marketable investment
properties including assets as
held for sale*
19 1,449 456 448 206,461
  1. Termination at following possible break.

EPRA COST RATIOS* (x €1,000)

31/12/2020
(18 months)
31/12/2020
(12 months -
restated period)
31/12/2019
(12 months -
restated period)
30/06/2019
(12 months)
Administrative/operating expense line per IFRS
statement
-47,883 -35,981 -24,510 -21,271
Rental-related charges -3,344 -2,752 -641 -41
Recovery of property charges 0 0 9 59
Rental charges and taxes normally paid by tenants on
let properties
53 -10 -159 -820
Technical costs -680 -544 -491 -1,077
Commercial costs -358 -329 -128 -317
Charges and taxes on unlet properties 0 0 23 -58
Property management costs -6,246 -4,396 -3,767 -2,763
Other property charges -1,227 -876 -1,624 -1,470
Overheads -36,096 -27,096 -17,609 -14,692
Other operating income and charges 15 22 -123 -92
EPRA Costs (including direct vacancy costs)* (A) -47,883 -35,981 -24,510 -21,271
Charges and taxes on unlet properties 0 0 -23 58
EPRA Costs (excluding direct vacancy costs)* (B) -47,883 -35,981 -24,533 -21,213
Gross Rental Income (C) 259,505 187,535 139,585 118,413
EPRA Cost Ratio (including direct vacancy costs)*
(A/C)
18% 19% 18% 18%
EPRA Cost Ratio (excluding direct vacancy costs)*
(B/C)
18% 19% 18% 18%
Overhead and operating expenses capitalised (including
share of joint ventures)
816 786 122 92

Aedifica capitalises some project management costs.

CAPITAL EXPENDITURE (x €1,000€)

31/12/2020
(18 months)
30/06/2019
(12 months)
Property related capex
(1) Acquisitions 1,152,561 712,151
(2) Development 251,050 101,191
(3) Like-for-like portfolio 35,563 6,413
(4) Other (capitalised interests and project management) 2,959 1,175
Capital expenditure 1,442,133 820,930

The data in the table come from note 22 of the consolidated financial statements.

CAPITAL EXPENDITURE (x €1,000)

31/12/2020
(18 months)
30/06/2019
(12 months)
Property related capex
(1) Acquisitions 1,152,561 712,151
(2) Development 251,050 101,191
(3) Like-for-like portfolio 35,563 6,413
Incremental lettable space 20,203 1,488
No incremental lettable space 15,360 4,924
Capex related incentives 0 0
Other 0 0
(4) Other (capitalised interests and project management) 2,959 1,175
Capital expenditure 1,442,133 820,930

The data in the table come from note 22 of the consolidated financial statements.

Property report

1. THE HEALTHCARE REAL ESTATE MARKET1

EUROPEAN TRENDS

In the European Union, the population of persons older than 80 years of age has increased by approx. 25% over the past decade to approx. 26 million people (2020). This segment of the population is growing faster than other age groups. It is expected that this older segment of the European population will double to approx. 50 million people by 2050. In the coming decades, this demographic trend will further stimulate demand for healthcare real estate.

European residential care centres are operated by different types of operators: public, non-profit and private operators. Their share in the various countries differs, depending on the local social security system. At the European level, private care operators manage approx. 28% of the total number of beds in residential care centres. Care providers in the consolidating private segment develop their activities on both domestic and foreign markets, while governments have only limited resources to meet the growing demand for care and are therefore more often focused on financing care and care dependency than on providing care as a public operator. As a result, both private and public operators rely on private investors to fund healthcare real estate infrastructure that meets the needs of the ageing population.

At the European level, the investment volume in residential care centres has increased sharply in recent years: from approx. €2 billion in 2015 to a record level of approx. €7.3 billion in 2019. It is mainly international investors who are responsible for this increase in investment volume. This trend is expected to continue in the near future as the European consolidation of private healthcare providers is well under way and creating new opportunities for real estate investors.

Although the Covid-19 pandemic exerted pressure on care operators and impacted the occupancy rates of care homes (declining by approx. 5-10% in some countries), healthcare real estate remained an attractive segment for investors due to the solid market fundamentals that remained intact (ageing, consolidation, public funding). The impact

The number of people aged 80 and over in Europe will double to 50 million by 2050. This demographic trend will further increase the demand for healthcare real estate.

protective measures were (partially) compensated by the financial support packages from governments. The vaccination programmes now initiated across Europe, which prioritise staff and residents of care homes, give a new perspective to care operators (see page 41 for more information).

European investment volume in 2020 was in line with that of 2019 and record volumes were recorded in certain markets, such as Germany - a testament to the resilience of the sector. However, due to this strong interest in healthcare real estate, prime net yields continued to decline.

BELGIUM

In 2020, 5.6% of the Belgian population was over the age of 80, and by 2040, this segment of the population is expected to increase to 7.5%. Over the past few years, the number of beds has steadily grown to approx. 150,000 units spread across the country. Based on the demographic forecasts and the increase in life expectancy, it appears that the current increase in supply will not meet demand over time. Approx. 30% of the care home beds in Belgium are managed by the public sector, while the non-profit sector operates approx. 35% and the private sector operates the remaining 35% of the beds. However, there are regional differences: in Flanders, approx. 50% of the beds are managed by the non-profit sector, while the private sector in Wallonia operates approx. 50% of the

beds and in Brussels even over 60%. The three largest private players in Belgium currently manage approx. 25,000 beds (approx. 17% of the total number of beds). Due to the Covid-19 pandemic, the occupancy rate of care homes has (temporarily) decreased. As vaccination programmes have been initiated since the beginning of 2021, it is expected that occupancy rates will rise again in the near future. Despite the pandemic, the 2020 investment volume in Belgian care homes amounted to approx. €400 million, lower than in 2019 but still higher than the fiveyear average. The prime net yield (based on triple net long leases) decreased further in 2020 to 4.3%, the lowest level to date. (4.5% in 2019).

NETHERLANDS

4.85% of the population in the Netherlands is currently over 80 years of age. This age group is expected to more than double to 10.7% of the total population by 2050. As a result of

of the pandemic on operators' income remained relatively limited, partly because the additional costs incurred in terms of staff and

  1. Source: Cushman & Wakefield, CBRE, Jones Lang LaSalle, Eurostat and Aedifica.

LEFT VILLA VINKENBOSCH – CARE HOME IN HASSELT (BE)

BELOW SENIORENWOHNPARK HARTHA – CARE HOME IN THARANDT (BE)

this demographic evolution, approx. 35,000 extra beds in residential care homes are expected to be needed by 2030, on top of the necessary redevelopment of the outdated existing care infrastructure. Of the current capacity of approx. 120,000 beds, approx. 92% are operated by non-profit operators. Private operators account for the remaining 8% and mainly operate small-scale sites with an average capacity of approx. 24 residents. Although the market share of the private sector is still small compared to the non-profit sector, the private sector has grown considerably in recent years. In the Netherlands too, a consolidation of the healthcare market is expected: the five largest private players are currently actively expanding their portfolio. Despite the impact of the Covid-19 pandemic, healthcare real estate remained an attractive long-term investment option in 2020: approx. €1 billion was invested last year. The most important factor for the decline in the total transaction volume was the shortage in quality investment properties. Although the pandemic had a slight impact on the investment volume, yields continued to decrease over the past year as investors were afraid to lose their place at the negotiating table in light of the shortage of quality investment properties. The prime net yield is approx. 4.75-5.00% and is expected to decrease further in the future due to the great interest in healthcare real estate.

UNITED KINGDOM

An increasingly ageing population with higher care needs is expected to increase demand for healthcare real estate significantly in the United Kingdom in the near future and offers favorable prospects for occupancy rates. Currently, 5.1% of the UK population is over the age of 80; this age group is expected to double to 10% of the total population by 2050. The United Kingdom has a total of approx. 470,000 beds in residential care centres. With approx. 5,500 care home operators, many of which are independent private players operating small and outdated buildings, the UK's senior care market is still very fragmented. The five largest care home operators have a market share of 15% of the total bed capacity, while the top 10 account for approx. 21%. The senior care market in the UK is financed by a mix of public funds (Local Authorities and the National Health Service) and private funds (self-payers). The share of residents who finance their stay with private funds has risen sharply in recent years (approx. 45% of the market). Persons who meet certain conditions as regards care needs can obtain social care services from Local Authorities (approx. 46%) after an evaluation of their financial situation. The National Health Service finances seniors with primary care needs (approx. 9%). In 2020, the investment volume in the UK healthcare real estate market amounted to approx. £1.5 billion, of which approx. £700 million was invested in care homes. Net yields remain diversified: prime real estate drops to approx. 4%, while mid-market real estate has a yield of 7% or more. The impact of Covid-19 on the UK care market in 2020 is reflected in the mortality rate, but most operators are now better prepared than was the case during the first wave of the Covid-19 pandemic in the first quarter of 2020. Moreover, since February 2021, all residents of care homes have received a first dose of the coronavirus vaccine. In the medium term it is expected that the sector will fully recover in terms of occupancy rates, and that the higher costs resulting from protective measures will be offset by fee inflation.

GERMANY

In Germany, the number of people over the age of 80 will double by

The German healthcare real estate market remains highly fragmented: the ten largest private operators have a market share of only 13%.

2050 compared to 2018, to approx. 12% of the total population. At the end of 2018, there were approx. 952,000 beds available in almost 15,000 residential care centres in Germany, of which 94% are destined for senior citizens and 6% for persons with disabilities, mental health problems or a terminal illness. These residential care centres are operated by nonprofit operators (approx. 53%), private operators (approx. 42%) and public operators (approx. 5%). The German healthcare real estate market remains highly fragmented, with the ten largest private operators holding a market share of only approx. 13%. Forecasts predict that about 330,000 extra beds will be needed by 2035. Thus, the ageing population offers significant prospects for growth and consolidation. In some cases, demand already exceeds supply. However, the possibilities for creating new capacity in residential care centres are limited, due in part to the high costs of construction sites (in larger cities) and construction works (due to increasing ecological requirements). Due to the lack of construction sites, there is once again more investment in existing sites and renovations. Another problem facing operators is a shortage of healthcare workers. A record amount of approx. €3.4 billion was invested in healthcare real estate in 2020. Due to the great interest in health-

Despite the Covid-19 pandemic, healthcare real estate remained attractive to investors due to the solid market fundamentals (ageing, consolidation, public funding).

care real estate, the prime net yield fell to approx. 4% in 2020. Despite the impact of the Covid-19 pandemic on German care homes, the economic situation of care operators remained stable due to the government's financial support for pandemic-related additional expenses.

FINLAND

In Finland, approx. 5.6% of the total population was over 80 years old in 2019. This age group is projected to almost double to about 10.9% of the population by 2040. Finland has a total of approx. 55,000 beds in residential care centres. Private healthcare operators have a market share of around 50%. In the 2014-2018 period, the number of residents in private care homes grew by approx. 5% per year. In Finland, municipalities are responsible for providing care to their residents. A municipality has two basic options to manage the provision of care: either to provide care itself as a public operator, or to organise care through outsourcing to private or non-profit care operators. In Finland, care services are funded by municipalities through national and local taxes. The investment volume in Finnish healthcare real estate increased to a record amount of almost €1.4 billion in 2020 due to three exceptionally large portfolio transactions. The demand for healthcare real estate remains high among new active investors, while supply is limited. Over the last years, the prime net yield has decreased to approx. 4.25%. The Covid-19 situation in Finland is relatively well under control and large-scale lockdowns have been avoided. In spring 2020, there was a temporary impact on occupancy rates in children day-care centres, but apart from that, healthcare real estate proved to be resilient, thanks in part to the municipality-driven financing models.

SWEDEN

Approx. 5.2% of the total population in Sweden is over 80 years of age. That number will rise to 9.2% by 2060. Sweden has a total of approx. 100,000 beds in residential care centres. Estimates indicate that at least 40,000 new beds will be needed by 2030. In Sweden, municipalities are responsible for providing care to their residents. Municipalities have various options for providing adequate care, but the focus seems to shift to giving freedom of choice so that people can choose their own care provider. Private care

operators are seen as a central part of that freedom of choice. Their market share has risen sharply in recent years and currently amounts to approx. 28%. In Sweden, care services are generally financed with public funds. As Covid-19 claims most victims in the oldest segment of the population, Swedish care homes were closed to visitors during most of the year. However, this did not affect the interest of investors, who continued to consider healthcare real estate as a safe investment. In 2020, the investment volume in the Swedish healthcare real estate market amounted to approx. €700 million. This is below the record level of approx. €1 billion in 2019, but well above the total of 2018 (approx. €390 million). The prime net yield amounts to approx. 3.75%.

BELOW HEINOLAN LÄHTEENTIE – CARE HOME IN HEINOLA (FI)

2. PORTFOLIO ANALYSIS AS OF 31 DECEMBER 2020

INVESTMENT PROPERTIES IN FAIR VALUE (IN € MILLION)

The fair value of the investment properties including the assets classified as held for sale* averaged a compounded annual growth rate of 28% over the past fifteen years.

GEOGRAPHICAL BREAKDOWN IN FAIR VALUE (%)

  • 4% Vitanas 3% Bondcare
    • 3% EMVIA
    • 46% Other <3%

BREAKDOWN OF CONTRACTUAL RENTS BY COUNTRY (31 DECEMBER 2020)

Number of sites % Contractual
rents
31/12/2020
% Contractual
rents
30/06/2019
Belgium 82 29% 42%
Armonea 20 8% 12%
Orpea 9 3% 5%
Senior Living Group 28 9% 14%
Vulpia 12 5% 8%
Astor vzw 1 1% -
Vivalto home 1 0% -
Orelia Group 1 0% -
Emera 1 0% -
Other 9 2% 3%
Germany 75 17% 17%
Alloheim 4 1% 2%
Argentum 7 1% 2%
Azurit Rohr 5 1% 1%
Convivo 3 1% 1%
Cosiq 3 1% 0%
EMVIA 16 3% 1%
Orpea 5 2% 2%
Residenz Management 8 2% 2%
Vitanas 12 4% 3%
Other 9 2% 2%
Volkssolidarität 1 0% 0%
DRK Kreisverband Nordfriesland e. V. 1 0% 0%
Johanniter 1 0% -
Netherlands 66 14% 14%
Compartijn 6 1% 2%
Domus Magnus 4 1% 2%
Martha Flora 9 1% 2%
NNCZ 5 1% -
Ontzorgd Wonen Groep 2 1% 1%
Stepping Stones Home & Care 6 1% 1%
Stichting Leger des Heils Welzijns- en Gezondheidszorg 1 0% 0%
Stichting Oosterlengte 3 1% 0%
Stichting Rendant 1 0% 0%
Vitalis 3 2% 3%
Senior Living BV 15 2% 3%
Wonen bij September 1 0% 0%
Other 10 2% 1%
Number of sites % Contractual
rents
31/12/2020
% Contractual
rents
30/06/2019
United Kingdom 96 21% 26%
Bondcare Group 17 3% 4%
Burlington 22 4% 6%
Care UK 12 2% 3%
Caring Homes 4 1% 1%
Harbour Healthcare 6 1% 1%
Majesticare 3 1% 1%
Maria Mallaband 15 4% 5%
Renaissance 9 2% 2%
Halcyon Care Homes 2 1% -
Barchester 1 0% 0%
Lifeways 2 1% 2%
Other 3 1% 1%
Finland 172 18% -
Touhula 31 2% -
Kunta 13 2% -
Mehiläinen 15 2% -
Sentica 3 0% -
Attendo 29 4% -
Esperi 3 0% -
Musiikkikoulu Rauhala 2 0% -
Pilke 23 2% -
Norlandia 18 1% -
Priimi 1 0% -
Vetrea 5 1% -
KVPS 2 0% -
Aspa 2 0% -
Other 25 3% -
Sweden 5 1% -
Team Olivia 1 0% -
Alternatus 1 0% -
British mini 1 0% -
Kunskapsförskolan 2 0% -
TOTAL 496 100% 100%

Two groups operate healthcare real estate owned by Aedifica in multiple countries in which the Aedifica group operates: Korian and Orpea. The weight of these two groups in Aedifica's healthcare real estate portfolio is broken down by country in the table below.

Tenant Country Number of sites 31/12/2020 30/06/2019
Korian 50 13% 18%
Belgium 28 9% 14%
Germany 1 0% -
Netherlands 21 3% 4%
Orpea 21 6% 10%
Belgium 9 3% 5%
Germany 5 2% 2%
Netherlands 7 1% 2%

3. SUMMARY TABLE OF INVESTMENT PROPERTIES AS OF 31 DECEMBER 2020

3.1 MARKETABLE INVESTMENT PROPERTIES

Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Investment properties 1,585,561 25,766 €206,598,484 €205,890,008
BELGIUM 495,424 8,362 €61,561,749 €60,489,888
Armonea 131,789 2,154 €16,736,932
Les Charmes en
Famenne
3,165 96 €318,740 2012 Houyet
Seniorerie La Pairelle 6,016 118 €808,468 2015 Wépion
Residentie Gaerveld 1,504 20 €179,754 2008 Hasselt
Gaerveld 6,994 115 €839,908 2008 Hasselt
Pont d'Amour 8,984 150 €1,049,244 2015 Dinant
Marie-Louise 1,959 30 €391,706 2014 Wemmel
Hestia 12,682 222 €1,459,723 2018 Wemmel
Koning Albert I 7,775 110 €977,078 2012 Dilbeek
Eyckenborch 8,771 141 €1,179,804 2015 Gooik
Rietdijk 2,155 60 €373,257 2012 Vilvoorde
Larenshof 6,988 117 €1,091,080 2014 Laarne
Ter Venne 6,634 102 €1,054,331 2012 Sint-Martens-Latem
Plantijn 7,310 110 €1,034,476 2018 Kapellen
Salve 6,730 117 €1,142,567 2014 Brasschaat
Huize Lieve
Moenssens
4,597 78 €588,781 2017 Dilsen-Stokem
De Stichel 8,429 153 €923,852 2018 Vilvoorde
De Notelaar 8,651 94 €1,019,615 2011 Olen
Overbeke 6,917 113 €847,741 2012 Wetteren
Rembertus 8,027 100 €804,412 2020 Mechelen
Senior Flandria 7,501 108 €652,395 1989 Bruges
Buitenhof VZW 4,386 80 €584,500
Buitenhof 4,386 80 €584,500 2007 Brasschaat
Dorian groep 4,827 104 €569,604
De Duinpieper 4,827 104 €569,604 2018 Oostende
Hof van Schoten BVBA 8,313 101 €851,073
Hof van Schoten 8,313 101 €851,073 2014 Schoten
Le Carrosse 1,290 36 €98,884
La Boule de Cristal 1,290 36 €98,884 1998 Wanlin
Orpea 47,985 1,159 €7,175,642
Château Chenois 6,354 115 €936,619 2007 Waterloo
New Philip 3,914 111 €513,733 1999 Vorst
Jardins de Provence 2,280 72 €421,721 1996 Anderlecht
Bel Air 5,350 161 €766,765 Project Scharbeek
Résidence Grange
des Champs
3,396 75 €453,700 1994 Braine-l'Alleud
Résidence Augustin 4,832 94 €570,510 2006 Vorst
Résidence Parc
Palace
6,719 162 €1,326,352 2007 Ukkel
Résidence Service 8,716 175 €1,364,248 1978 Ukkel
Résidence du Golf 6,424 194 €821,994 1989 Anderlecht
Pierre Invest SA 2,272 65 €471,776
Bois de la Pierre 2,272 65 €471,776 2018 Wavre
Résidence de La Houssière 4,484 94 €619,052
Résidence La
Houssière
4,484 94 €619,052 2006 Braine-le-Comte
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Senior Living Group 156,981 2,690 €19,287,841
Kasteelhof 3,500 81 €368,093 2005 Dendermonde
Ennea 1,848 34 €212,732 1998 Sint-Niklaas
Wielant 4,834 104 €568,044 2001 Anzegem/Ingooigem
Residentie Boneput 2,993 78 €482,650 2003 Bree
Résidence Aux Deux
Parcs
1,618 53 €445,000 Project Jette
Résidence l'Air du
Temps
7,197 137 €927,334 2016 Chênée
Au Bon Vieux Temps 7,868 104 €880,960 2016 Mont-Saint-Guibert
Op Haanven 6,587 111 €712,190 2016 Veerle-Laakdal
Résidence Exclusiv 4,253 104 €755,104 2013 Evere
Séniorie Mélopée 2,967 70 €524,648 1993 Sint-Jans-Molenbeek
Seniorie de Maretak 5,684 122 €562,339 2006 Halle
Résidence du
Plateau
8,069 143 €1,349,690 2007 Wavre
De Edelweis 6,914 122 €816,186 2014 Begijnendijk
Residentie
Sporenpark
9,261 127 €1,125,660 2013 Beringen
Résidence Les
Cheveux d'Argent
4,996 99 €455,754 2016 Jalhay
t Hoge 4,632 81 €716,846 2018 Kortrijk
Helianthus 4,799 67 €498,150 2014 Melle
Villa Vinkenbosch 9,153 114 €997,029 2018 Hasselt
Heydeveld 6,167 110 €657,454 2017 Opwijk
Oosterzonne 4,948 82 €760,284 2016 Zutendaal
De Witte Bergen 8,262 119 €1,074,452 2006 Lichtaart
Seniorenhof 3,116 52 €331,311 1997 Tongeren
Beerzelhof 5,025 61 €350,923 2007 Beerzel
Uilenspiegel 6,863 97 €765,454 2007 Genk
Coham 6,956 120 €922,151 2007 Ham
Sorgvliet 4,517 83 €561,279 2007 Linter
Ezeldijk 7,101 105 €752,560 2016 Diest
Les Jardins de la
Mémoire
6,852 110 €713,564 2018 Anderlecht
Time for Quality 5,824 58 €452,339
Klein Veldeken 5,824 58 €452,339 2014 Asse
Vulpia 91,625 1,327 €10,628,682
't Spelthof 4,076 100 €800,839 Project Binkom
Twee Poorten 8,413 129 €1,032,521 2014 Tienen
Demerhof 10,657 120 €995,083 2013 Aarschot
Halmolen 9,200 140 €1,091,647 2013 Halle-Zoersel
La Ferme Blanche 4,240 90 €574,693 2016 Remicourt
Villa Temporis 8,354 103 €812,998 2017 Hasselt
Residentie
Poortvelden
5,307 60 €477,929 2014 Aarschot
Leopoldspark 10,888 153 €1,285,414 2016 Leopoldsburg
Residentie Den
Boomgaard
6,274 90 €710,209 2016 Glabbeek
Blaret 9,578 107 €1,123,521 2016 Sint-Genesius-Rode
Residentie
Kartuizerhof
10,845 128 €986,632 2018 Sint-Martens-Lierde
Résidence de la Paix 3,793 107 €737,197 2017 Evere
Bremdael VZW 3,500 66 €350,000
Bremdael 3,500 66 €350,000 2012 Herentals
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Astor VZW 15,792 132 €1,750,000
Klein Veldekens 15,792 132 €1,750,000 2020 Geel
Vivalto Home 6,003 107 €600,000
Familiehof 6,003 107 €600,000 2016 Schelle
Orelia Group 6,013 101 €925,000
Le Jardin intérieur 6,013 101 €925,000 2018 Frasnes-lez-Anvaing
Emera 4,020 84 €428,450
In de Gouden Jaren 4,020 84 €428,450 2005 Tienen
Other 320 4 €31,975
Villa Bois de la Pierre 320 4 €31,975 2000 Wavre
GERMANY 327,623 6,028 €34,959,516 €35,467,539
advita Pflegedienst 6,422 91 €470,811
advita Haus Zur
Alten Berufsschule
6,422 91 €470,811 2016 Zschopau
Alloheim 18,695 378 €2,326,356
AGO Herkenrath 4,000 80 €586,606 2010 Bergisch Gladbach
AGO Dresden 5,098 116 €583,234 2012 Dresden
AGO Kreischa 3,670 84 €416,516 2011 Kreischa
Bonn 5,927 98 €740,000 2018 Bonn
Argentum 16,086 294 €1,636,414
Haus Nobilis 3,186 70 €530,275 2015 Bad Sachsa
Haus Alaba 2,560 64 €227,261 1975 Bad Sachsa
Haus Concolor 5,715 74 €515,124 2008 Bad Sachsa
Haus Arche 531 13 €75,754 1975 Bad Sachsa
Seniorenheim
J.J. Kaendler
4,094 73 €288,000 2020 Meissen
Azurit Rohr 29,862 465 €2,366,742
Azurit
Seniorenresidenz
Sonneberg
4,876 101 €583,416 2011 Sonneberg
Azurit
Seniorenresidenz
Cordula 1
4,970 75 €312,051 2016 Oberzent
Rothenberg
Azurit
Seniorenresidenz
Cordula 2
1,204 39 €162,267 1993 Oberzent
Rothenberg
Hansa Pflege-und
Betreuungszentrum
Dornum
11,203 106 €426,000 2016 Dornum
Seniorenzentrum
Weimar
7,609 144 €883,008 2019 Weimar
Convivo 11,845 202 €1,378,709
Park Residenz 6,113 79 €650,400 2001 Neumünster
Seniorenhaus
Wiederitzsch
3,275 63 €365,000 2018 Leipzig
Haus am
Jungfernstieg
2,457 60 €363,309 2010 Neumünster
Deutsche Pflege und Wohnstift GmbH 4,310 126 €654,261
Seniorenheim am
Dom
4,310 126 €654,261 2008 Halberstadt
Deutsches Rotes Kreuz Kreisverband
Nordfriesland e. V.
4,088 83 €522,000
Käthe-Bernhardt
Haus
4,088 83 €522,000 2008 Husum
Orpea 20,507 444 €3,173,267
Seniorenresidenz
Mathilde
3,448 75 €572,408 2010 Enger
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Seniorenresidenz
Klosterbauerschaft
3,497 80 €609,193 2010 Kirchlengern
Bonifatius
Seniorenzentrum
3,967 80 €617,833 2009 Rheinbach
Seniorenresidenz Am
Stübchenbach
5,874 130 €807,926 2010 Bad Harzburg
Seniorenresidenz
Kierspe
3,721 79 €565,907 2011 Kierspe
Residenz Management 24,564 442 €3,397,602
Die Rose im Kalletal 4,027 96 €684,868 2009 Kalletal
Senioreneinrichtung
Haus Matthäus
2,391 50 €365,992 2009 Olpe-Rüblinghausen
Senioreneinrichtung
Haus Elisabeth
3,380 80 €585,587 2010 Wenden-Rothemühle
Bremerhaven I 6,077 85 €939,841 2016 Bremerhaven
Bremerhaven II 2,129 42 €306,396 2003 Bremerhaven
Cuxhaven 810 9 €106,918 2010 Cuxhaven
Sonnenhaus
Ramsloh
5,750 80 €408,000 2006 Saterland-Ramsloh
Schloss Bensberg Management GmbH 8,215 87 €1,009,336
Service-Residenz
Schloss Bensberg
8,215 87 €1,009,336 2002 Bergisch Gladbach
Seniorenresidenz Laurentiusplatz GmbH 5,506 79 €515,400
Laurentiusplatz 5,506 79 €515,400 2018 Wuppertal
Vitanas 86,611 1,614 €7,513,690
Am Kloster 5,895 136 €757,143 2002 Halberstadt
Rosenpark 4,934 79 €473,228 2001 Uehlfeld
Patricia 7,556 174 €1,057,497 2010 Nürnberg
St. Anna 7,176 161 €934,970 2001 Höchstadt
Frohnau 4,101 107 €594,852 2018 Berlin
Am Schaefersee 12,658 187 €650,879 Project Reinickendorf
Am Stadtpark 7,297 135 €501,192 Project Steglitz
Am Bäckepark 3,828 90 €456,000 1999 Lichterfelde
Rosengarten 7,695 165 €550,000 Project Lankwitz
Am Parnassturm 7,042 84 €296,333 Project Wankendorf
Am Marktplatz 4,880 79 €148,545 Project Plön
Am Tierpark 13,549 217 €1,093,050 Project Ueckermünde
Volkssolidarität 4,141 83 €455,303
Goldene Au 4,141 83 €455,303 2010 Sonneberg
EMVIA 40,828 811 €4,747,726
Residenz Zehlendorf 4,540 180 €944,000 2002 Berlin
Beverstedt 5,475 80 €563,850
Schwerin 5,000 87 €646,800 2019 Schwerin
Kaltenkirchen 6,650 123 €916,800 2020 Kaltenkirchen
Lübbecke 4,240 80 €576,276 2019 Lübbecke
Seniorenwohnpark
Hartha
10,715 179 €732,000 1997 Tharandt
Seniorenpflegezen
trum Zur alten Linde
4,208 82 €368,000 2004 Rabenau
SARA 7,900 126 €640,000
SARA
Seniorenresidenz
7,900 126 €640,000 2017 Bitterfeld-Wolfen
Casa Reha 7,618 151 €901,228
Haus Steinbachhof 7,618 151 €901,228 2017 Chemnitz
Johanniter 3,950 74 €509,312
Johanniter-Haus
Lüdenscheid
3,950 74 €509,312 2006 Lüdenscheid
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Cosiq 17,060 264 €1,677,987
Seniorenresidenz an
den Kienfichten
4,332 88 €445,480 2017 Dessau-Rosslau
Pflegeteam
Odenwald
1,202 32 €222,218 2012 Wald-Michelbach
Wohnstift am
Weinberg
11,526 144 €1,010,288 Project Kassel
Aspida 5,095 120 €707,925
Pflegecampus
Plauen
5,095 120 €707,925 2020 Plauen
Auriscare 4,320 94 €355,449
BAVARIA Senioren
und Pflegeheim
4,320 94 €355,449 Project Sulzbach-Rosenberg
NETHERLANDS 300,665 2,618 €28,665,441 €29,585,955
Compartijn 15,606 173 €2,796,672
Huize de Compagnie 3,471 42 €608,368 2019 Ede
Huize Hoog
Kerckebosch
2,934 32 €555,319 2017 Zeist
Huize Ter Beegden 1,983 19 €315,897 2019 Beegden
Huize Roosdael 2,950 26 €444,000 2019 Roosendaal
Huize Groot Waardijn 1,918 26 €433,358 2019 Tilburg
Huize Eresloo 2,350 28 €439,730 2019 Duizel
Domus Magnus 8,072 99 €2,148,306
Holland 2,897 34 €873,161 2013 Baarn
Benvenuta 924 10 €226,375 2009 Hilversum
Molenenk 2,811 40 €727,390 2017 Deventer
Villa Walgaerde 1,440 15 €321,380 2017 Hilversum
Martha Flora Martha Flora 12,788
1,012
140
13
€2,436,820
€171,825
2013 Lochem
Lochem
Martha Flora
Hilversum
4,055 31 €582,671 2017 Hilversum
Martha Flora Den
Haag
2,259 28 €579,921 2018 Den Haag
Martha Flora
Rotterdam
2,441 29 €550,590 2019 Rotterdam
Martha Flora Bosch
en Duin
2,241 27 €467,905 2018 Bosch en Duin
Martha Flora Hoorn 780 12 €83,907 2012 Hoorn
Orpea 1,466 20 €254,561
September Nijverdal 1,466 20 €254,561 2019 Nijverdal
Stepping Stones Home & Care 8,170 117 €1,604,693
Saksen Weimar 2,291 42 €541,261 2015 Arnhem
Spes Nostra
Stepping Stones
2,454
1,655
30
21
€476,682
€261,310
2016
2019
Vleuten
Leusden
Leusden
Stepping Stones
1,770 24 €325,440
Zwolle
Stichting Leger des Heils Welzijns- en
6,014 75 €609,875
Gezondheidszorg
De Merenhoef 6,014 75 €609,875 2019 Maarssen
Stichting Oosterlengte 11,740 152 €1,786,739
Het Dokhuis 4,380 32 €418,341 2017 Oude Pekela
LTS Winschoten
Verpleegcentrum
4,560
2,800
84
36
€1,016,060
€352,338
Project
2020
Winschoten
Scheemda
Stichting Vitalis Residentiële Scheemda 90,981 446 €4,058,524
Woonvormen Parc Imstenrade 57,181 263 €2,169,948 2006 Heerlen
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Genderstate 8,813 44 €524,605 1991 Eindhoven
Petruspark 24,987 139 €1,363,972 2018 Eindhoven
Stichting Zorggroep Noorderboog 13,555 140 €845,826
Oeverlanden 13,555 140 €845,826 2017 Meppel
Omega 1,587 26 €215,502
Meldestraat 1,587 26 €215,502 2019 Emmeloord
Ontzorgd Wonen Groep 18,544 126 €1,386,988
Residentie Sibelius 14,294 96 €857,128 2017 Oss
Residentie La Tour 4,250 30 €529,860 2020 Roermond
Stichting Nusantara 4,905 70 €633,779
Rumah Saya 4,905 70 €633,779 2011 Ugchelen
NNCZ 38,440 340 €2,861,530
Wolfsbos 11,997 93 €810,584 2013 Hoogeveen
De Vecht 8,367 79 €688,607 2012 Hoogeveen
De Kaap 6,254 61 €585,537 2017 Hoogeveen
Krakeel 5,861 57 €505,946 2016 Hoogeveen
WZC Beatrix 5,961 50 €270,857 1996 Hollandscheveld
Senior Living 42,972 416 €4,507,534
HGH Kampen 3,610 37 €524,262 2017 Kampen
HGH Leersum 2,280 26 €426,731 2018 Leersum
Zorghuis Smakt 2,111 30 €210,666 2010 Smakt
Zorgresidentie
Mariëndaal
8,728 75 €763,266 2011 Velp
Sorghuys Tilburg 1,289 22 €276,000 2020 Berkel-Enschot
De Statenhof 6,468 58 €558,400 2017 Leiden
Residentie
Boldershof
2,261 33 €335,034 2020 Amersfoort
HGH Harderwijk 4,202 45 €584,402 2020 Harderwijk
Franeker 10,750 70 €646,667 2016 Franeker
Villa Casimir 1,273 20 €182,107 2020 Roermond
U-center 7,416 59 €590,000
U-center 7,416 59 €590,000 2015 Epen
Cardea 2,565 63 €€317,489
OZC Orion 2,565 63 317,489 2014 Leiderdorp
Zorggroep Apeldoorn 2,653 48 €434,858
Pachterserf 2,653 48 €434,858 Apeldoorn
Stichting Laverhof 13,191 108 €1,175,746
Zorgcampus Uden 13,191 108 €1,175,746 2019 Uden
UNITED KINGDOM 267,957 6,253 €42,858,674
£38,531,578
€41.739.058
£37,525,000
Bondcare Group 54,347 1,245 £6,315,449
Alexander Court 3,347 82 £443,003 2002 Dagenham
Ashurst Park 2,145 47 £470,000 2016 Tunbridge Wells
Ashwood 2,722 70 £280,000 2017 Hayes
Beech Court 2,135 51 £262,729 1999 Romford
Beechcare 2,739 65 £700,000 2017 Darenth
Brook House 3,155 74 £296,000 2017 Thamesmead
Chatsworth Grange 2,558 66 £262,722 2017 Sheffield
Clarendon 2,132 51 £168,074 2017 Croydon
Coniston Lodge 3,733 92 £368,000 2003 Feltham
Derwent Lodge 2,612 62 £248,000 2000 Feltham
Green Acres 2,352 62 £255,000 2017 Leeds
Meadowbrook 3,334 69 £276,000 2015 Gobowen
Moorland Gardens 3,472 79 £408,000 2004 Luton
Springfield 3,153 80 £194,242 2000 Ilford
The Fountains 2,510 62 £246,775 2000 Rainham
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
The Grange 7,693 160 £708,848 2005 Southall
The Hawthorns 4,558 73 £728,057 2011 Woolston
Care UK 32,368 740 £3,744,275
Armstrong House 2,799 71 £312,379 2016 Gateshead
Cheviot Court 2,978 73 £530,617 2016 South Shields
Church View 1,653 42 £133,724 2015 Seaham
Collingwood Court 2,525 63 £481,407 2016 North Shields
Elwick Grange 2,493 60 £296,333 2002 Hartlepool
Grangewood Care
Centre
2,317 50 £310,240 2016 Houghton Le Spring
Hadrian House 2,487 55 £295,263 2016 Blaydon
Hadrian Park 2,892 73 £241,773 2004 Billingham
Ponteland Manor 2,160 52 £171,167 2016 Ponteland
Stanley Park 3,240 71 £415,080 2015 Stanley
The Terrace 2,190 40 £235,354 2016 Richmond
Ventress Hall 4,635 90 £320,938 2017 Darlington
Maria Mallaband 50,213 1,142 £8,013,768
Ashmead 4,557 110 £853,072 2004 Putney
Belvoir Vale 2,158 56 £721,000 2016 Widmerpool
Blenheim 2,288 64 £284,148 2015 Ruislip
Coplands 3,445 79 £597,398 2016 Wembley
Eltandia Hall 3,531 83 £439,121 1999 Norbury
Glennie House 2,279 52 £125,152 2014 Auchinleck
Heritage 2,972 72 £724,721 2015 Tooting
Kings Court (MM) 2,329 60 £257,950 2016 Swindon
Knights Court 3,100 80 £352,152 2017 Edgware
Ottery 3,513 62 £685,000 2019 Ottery St Mary
River View 5,798 137 £792,992 2001 Reading
The Windmill 2,332 53 £215,935 2015 Slough
Deepdene 3,009 66 £829,259 2006 Dorking
Princess Lodge 4,087 85 £203,671 2006 Swindon
Minster Grange 4,815 83 £932,195 2012 York
Conniston Care 4,702 102 £501,223
Athorpe Lodge and
The Glades
4,702 102 £501,223 2017 Dinnington
Renaissance 22,414 512 £3,017,694
Beech Manor 2,507 46 £212,514 2017 Blairgowrie
Jesmond 2,922 65 £451,415 2015 Aberdeen
Kingsmills 2,478 60 £555,000 2010 Inverness
Letham Park 2,954 70 £371,820 2017 Edinburgh
Meadowlark 2,005 57 £169,381 2015 Forres
Persley Castle 1,550 40 £226,134 2017 Aberdeen
The Cowdray Club 2,581 35 £350,723 2016 Aberdeen
Torry 3,028 81 £340,807 2016 Aberdeen
Whitecraigs 2,389 58 £339,900 2001 Glasgow
Priory Group 3,755 77 £561,077
Bentley Court 3,755 77 £561,077 2016 Wednesfield
Harbour Healthcare 17,287 440 £1,769,856
Bentley Rosedale
Manor
2,896 78 £392,341 2017 Crewe
Cromwell Court 2,896 67 £271,016
Devonshire House &
Lodge
3,167 77 £246,319
Elburton Heights 3,076 69 £255,875 2017 Plymouth
Hilltop Manor 2,809 80 £320,000 2015 Tunstal
Tree Tops Court 2,442 69 £284,305 2015 Leek
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Burlington 53,418 1,331 £7,413,250
Bessingby Hall 2,471 65 £365,688 2014 Bessingby
Cherry Trees2 3,178 81 £241,186 2017 Barnsley
Crystal Court 2,879 60 £555,500 2012 Harrogate
Figham House 2,131 63 £517,873 2017 Beverley
Foresters Lodge 2,241 69 £366,391 2017 Bridlington
Grosvenor Park 2,312 61 £300,000 2016 Darlington
Highfield Care
Centre
3,260 88 £400,000 2015 Castleford
Maple Court 3,045 64 £489,850 2018 Scarborough
Maple Lodge 1,673 55 £229,865 2017 Scotton
Priestley 1,520 40 £250,000 2016 Birstall
Randolph House2 2,433 60 £214,388 2015 Scunthorpe
Riverside View 2,362 59 £300,000 2016 Darlington
Southlands 1,812 48 £274,245 2015 Driffield
The Elms2 1,280 37 £288,395 1995 Sutton
The Elms &
Oakwood
5,361 80 £419,331 2016 Louth
The Grange 2,919 73 £319,615 2015 Darlington
The Hawthornes 1,512 40 £272,700 2017 Birkenshaw
The Lawns 2,459 62 £231,051 2017 Darlington
The Limes 3,414 97 £702,172 2017 Driffield
The Lodge 2,226 53 £180,000 2016 South Shields
The Sycamores 1,627 40 £300,000 2016 Wakefield
York House 1,302 36 £195,000 2016 Dewsbury
Caring Homes 8,898 221 £1,512,432
Brooklyn House 1,616 38 £349,020 2016 Attleborough
Guysfield 2,052 51 £409,316 2015 Letchworth
Hillside House and
Mellish House
3,629 92 £485,434 2016 Sudbury
Sanford House 1,601 40 £268,662 2016 East Dereham
Lifeways 3,880 67 £1,944,314
Heath Farm 2,832 47 £1,227,636 2009 Scopwick
Sharmers Fields
House
1,048 20 £716,678 2010 Leamington Spa
Majesticare 4,669 126 £1,090,840
Lashbrook House 1,741 46 £456,112 2016 Lower Shiplake
Oak Lodge 1,699 45 £335,291 2018 Chard
The Mount 1,229 35 £299,437 2015 Wargrave
Halcyon Care Homes 6,645 132 £1,424,400
Hazel End 3,210 66 £734,400 2019 Bishops Stortford
Marham House 3,435 66 £690,000 2020 Bury St, Edmunds
Barchester 1,554 49 £310,000
Highfields (Notts) 1,554 49 £310,000 2016 Edingley
Hamberley Care Homes 3,808 69 £913,000
Richmond Manor 3,808 69 £913,000 2020 Ampthill
FINLAND 189,161 2,493 €37,417,758 €37,472,223
Touhula Koy Nurmijärven 24,077
477
-
-
€5,173,430
€94,208
2011 Nurmijärvi
Laidunalue
Koy Oulun Paulareitti 1,128 - €240,030 2013 Oulu
Koy Kuopion
Sipulikatu
564 - €125,251 2013 Kuopio
Koy Oulun
Rakkakiventie
1,133 - €233,159 2014 Oulu
Koy Porvoon
Peippolankuja
564 - €131,216 2014 Porvoo
  1. Recognised in the balance sheet as assets classified as held for sale.
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Koy Pirkkalan
Lehtimäentie
1,185 - €262,988 2014 Pirkkala
Koy Espoon
Fallåkerinrinne
891 - €196,887 2014 Espoo
Koy Ylöjärven
Mustarastaantie
1,333 - €290,469 2014 Ylöjärvi
Koy Tampereen
Lentävänniemenkatu
1,205 - €251,262 2015 Tampere
Koy Turun
Vähäheikkiläntie
1,464 - €309,907 2015 Turku
Koy Turun
Vakiniituntie
567 - €138,615 2015 Turku
Koy Vantaan
Koetilankatu
890 - €207,304 2015 Vantaa
Koy Espoon
Tikasmäentie
912 - €201,395 2015 Espoo
Koy Kangasalan
Mäntyveräjäntie
561 - €133,340 2015 Kangasala
Koy Ylöjärven
Työväentalontie
707 - €148,860 2015 Ylöjärvi
Koy Porvoon Vanha
Kuninkaantie
670 - €149,034 2016 Porvoo
Koy Espoon
Meriviitantie
769 - €174,132 2016 Espoo
Koy Vantaan
Punakiventie
484 - €116,386 2016 Vantaa
Koy Mikkelin
Ylännetie 10
625 - €133,313 2016 Mikkeli
Koy Espoon
Vuoripirtintie
472 - €102,912 2016 Espoo
Koy Kirkkonummen
Kotitontunkuja
565 - €134,667 2017 Kirkkonummi
Koy Varkauden
Kaura-ahontie
1,260 - €224,739 2017 Varkaus
Koy Kotkan Loitsutie 620 - €116,168 2017 Kotka
Koy Tornion Torpin
Rinnakkaiskatu
635 - €120,834 2017 Tornio
Koy Lahden
Jahtikatu
894 - €230,371 2018 Lahti
Koy Kalajoen
Hannilantie
663 - €121,674 2018 Kalajoki
Koy Iisalmen Petter
Kumpulaisentie
644 - €127,360 2018 Iisalmi
As Oy Oulun Figuuri 330 - €60,501 2018 Oulu
As Oy Kangasalan
Freesia
252 - €66,100 2018 Kangasala
Koy Jyväskylän
Ailakinkatu
721 - €€135,840 2019 Jyväskylä
Koy Vantaan
Vuohirinne
896 - 194,508 2016 Vantaa
Kunta 18,208 116 €3,612,537
Koy Raahen
Palokunnanhovi
410 0 €78,000 2010 Raahe
Koy Siilinjärven
Sinisiipi
568 0 €97,619 2012 Toivala
Koy Mäntyharjun
Lääkärinkuja
1,667 41 €275,147 2017 Mäntyharju
Koy
Uudenkaupungin
Merimetsopolku B
(PK)
661 0 €132,468 2017 Uusikaupunki
Koy Siilinjärven
Risulantie
2,286 30 €535,001 2018 Siilinjärvi
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Koy Ylivieskan
Mikontie 1
847 15 €205,473 2018 Ylivieska
Koy Ylivieskan
Ratakatu 12
1,294 30 €274,509 2018 Ylivieska
Koy Raahen
Vihastenkarinkatu
800 0 €148,800 2018 Raahe
Koy Siilinjärven
Nilsiäntie
1,086 0 €196,560 2019 Siilinjärvi
Koy Mikkelin
Sahalantie
1,730 0 €424,800 2019 Mikkeli
Koy Rovaniemen
Santamäentie
2,200 0 €348,000 2020 Rovaniemi
Koy Vaasan
Uusmetsäntie
2,519 0 €€445,560 2020 Vaasa
Koy Oulun
Ruismetsä
2,140 0 450,600 2020 Oulu
Mehiläinen 18,816 437 €3,704,508
Koy Oulun Kehätie 1,178 30 €262,928 2014 Oulu
Koy Porin Ojantie 1,629 40 €333,622 2015 Pori
Koy Jyväskylän
Väliharjuntie
1,678 42 €348,815 2015 Vaajakoski
Koy Espoon
Hirvisuontie
823 20 €162,641 2017 Espoo
Koy Hollolan
Sarkatie
1,663 42 €356,441 2017 Hollola
Koy Vihdin
Pengerkuja
665 15 €132,294 2018 Vihti
Koy Hämeenlinnan
Jukolanraitti
1,925 40 €337,349 2018 Hämeenlinna
Koy Sipoon Aarretie 964 21 €177,681 2018 Sipoo
Koy Äänekosken
Likolahdenkatu
771 15 €131,400 2019 Äänekoski
Koy Riihimäen
Jyrätie
741 16 €146,868 2019 Riihimäki
Koy Oulun Siilotie 1,868 45 €375,960 2020 Oulu
Oulun Villa Sulka 2,699 60 €496,217 2016 Oulu
Mikkelin
Kastanjakuja
963 20 €169,739 2019 Mikkeli
Kuopion Oiva 619 17 €138,511 2019 Kuopio
Nokian Luhtatie 630 14 €134,043 2018 Nokia
Siriuspäiväkodit 564 - €128,058
Koy Limingan
Kauppakaari
564 - €128,058 2013 Tupos
Sentica 2,642 - €542,442
Koy Raision
Tenavakatu
622 - €134,899 2013 Raisio
Koy Maskun
Ruskontie
1,201 - €250,670 2014 Masku
Koy Paimion
Mäkiläntie
820 - €156,873 2018 Paimio
Attendo 43,543 1,048 €8,320,534
Koy Vihdin Vanhan
sepän tie
1,498 40 €316,643 2015 Nummela
Koy Kouvolan
Vinttikaivontie
1,788 48 €377,729 2015 Kouvola
Koy Lahden
Vallesmanninkatu A
1,199 30 €246,426 2015 Lahti
Koy Orimattilan
Suppulanpolku
1,498 40 €333,352 2016 Orimattila
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Koy Espoon
Vuoripirtintie
(Hoivakoti
2.kerroksessa)
1,480 35 €296,573 2016 Espoo
Koy Kajaanin Erätie 1,920 52 €340,093 2017 Kajaani
Koy Heinolan
Lähteentie
1,665 41 €319,310 2017 Heinola
Koy
Uudenkaupungin
Puusepänkatu
1,209 30 €245,745 2017 Uusikaupunki
Koy Porvoon
Fredrika Runebergin
katu
973 29 €252,486 2017 Porvoo
Koy Pihtiputaan
Nurmelanpolku
1,423 24 €246,844 2017 Pihtipudas
Koy Nokian
Näsiäkatu
1,665 41 €329,100 2017 Nokia
Koy Oulun
Ukkoherrantie B
878 20 €190,942 2017 Oulu
Koy Keravan
Männiköntie
862 27 €239,553 2017 Kerava
Koy Lohjan Ansatie 1,593 40 €328,087 2017 Lohja
Koy
Uudenkaupungin
Merimetsopolku C
(HKO)
655 15 €137,751 2017 Uusikaupunki
Koy Nurmijärven
Ratakuja
856 20 €178,745 2017 Nurmijärvi
Koy Rovaniemen
Matkavaarantie
977 21 €175,298 2018 Rovaniemi
Koy Mikkelin
Ylännetie 8
982 22 €179,658 2018 Mikkeli
Koy Vaasan Vanhan
Vaasankatu
1,195 25 €208,530 2018 Vaasa
Koy Oulun
Sarvisuontie
1,190 27 €213,015 2019 Oulu
Koy Vihdin
Hiidenrannantie
1,037 23 €211,668 2019 Nummela
Koy Kokkolan
Ankkurikuja
1,241 31 €218,800 2019 Kokkola
Koy Kuopion Portti
A2
2,706 65 €567,442 2019 Kuopio
Koy Pieksämäen
Ruustinnantie
792 20 €144,000 2020 Pieksämäki
Koy Kouvolan
Ruskeasuonkatu
3,019 60 €477,360 2020 Kouvola
Kotka
Metsäkulmankatu
1,521 40 €301,725 2010 Kotka
Vasaa Tehokatu 3,068 78 €454,656 2010 Vaasa
Oulu Isopurjeentie 3,824 86 €665,820 2010 Oulu
Teuva Tuokkolantie 834 18 €123,184 2010 Teuva
Esperi 3,112 79 €749,348
Koy Loviisan
Mannerheiminkatu
1,133 29 €298,417 2015 Loviisa
Koy Kajaanin
Menninkäisentie
1,178 30 €279,794 2016 Kajaani
Koy Iisalmen
Kangaslammintie
802 20 €171,137 2018 Iisalmi
Musiikkikoulu Rauhala 1,609 - €329,013
Koy Laukaan
Hytösenkuja
730 - €164,199 2015 Laukaa
Koy Laukaan Saratie 879 - €164,814 2018 Laukaa
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
Year of
rental value
construc
(ERV)1
tion/reno
vation
Location
Pilke 18,442 - €3,713,878
Koy Mäntsälän
Liedontie
645 - €147,300 2013 Mäntsälä
Koy Lahden
Vallesmanninkatu
561 - €124,808 2015 Lahti
Koy Kouvolan
Kaartokuja
566 - €127,754 2016 Kouvola
Koy Nokian
Vikkulankatu
993 - €167,442 2016 Nokia
Koy Vantaan
Tuovintie
584 - €136,544 2016 Vantaa
Koy Porin
Palokärjentie
986 - €171,732 2016 Pori
Koy Rovaniemen
Ritarinne
1,186 - €270,548 2016 Rovaniemi
Koy Vantaan
Mesikukantie
1,490 - €300,923 2016 Vantaa
Koy Varkauden
Savontie
657 - €123,741 2017 Varkaus
Koy Pirkkalan
Perensaarentie
1,313 - €273,528 2017 Pirkkala
Koy Jyväskylän
Mannisenmäentie
916 - €158,448 2017 Jyväskylä
Koy Kaarinan
Nurminiitynkatu
825 - €164,735 2017 Kaarina
Koy Porin Koekatu 915 - €173,649 2018 Pori
Koy Kajaanin
Valonkatu
635 - €138,803 2018 Kajaani
Koy Mikkelin
Väänäsenpolku
648 - €124,511 2018 Mikkeli
Koy Sotkamon
Kirkkotie
547 - €138,698 2018 Sotkamo
Koy Oulun
Soittajanlenkki
1,091 - €213,145 2018 Oulu
Koy Rovaniemen
Mäkirannantie
530 - €78,477 1989 Rovaniemi
Koy Joutsenon
Päiväkoti
658 - €118,980 2019 Lappeenranta
Koy Oulun
Soittajanlenkki,
expansion
654 - €131,400 2019 Oulu
As Oy Lahden
Vuorenkilpi
703 - €158,592 2019 Lahti
Koy Rovaniemen
Gardininkuja
653 - €135,240 2020 Rovaniemi
Koy Kontiolahden
Päiväperhosenkatu
690 - €134,880 2020 Lehmo
Norlandia 14,693 46 €2,885,702
Koy Sipoon
Satotalmantie
497 - €100,868 2016 Sipoo
Koy Jyväskylän
Haperontie
700 - €131,754 2016 Jyväskylä
Koy Espoon
Oppilaantie
1,045 - €191,592 2017 Espoo
Koy Kuopion
Rantaraitti
822 - €157,181 2017 Kuopio
Koy Ruskon
Päällistönmäentie
697 - €145,529 2017 Rusko
Koy Kouvolan
Pappilantie
567 - €110,837 2017 Myllykoski
Koy
Uudenkaupungin
Merilinnuntie
702 - €140,880 2018 Uusikaupunki
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Koy Lahden
Piisamikatu
697 - €140,487 2018 Lahti
Koy Turun
Lukkosepänkatu
882 - €183,440 2018 Turku
Koy Sipoon
Aarrepuistonkuja
668 - €141,221 2018 Sipoo
Koy Sastamalan
Tyrväänkyläntie
706 - €124,081 2018 Sastamala
Koy Keuruun
Tehtaantie
538 - €107,452 2018 Keuruu
Koy Mynämäen
Opintie
697 - €140,112 2019 Mynämäki
Koy Ruskon
Päällistönmäentie (2)
505 - €100,200 2019 Rusko
Koy Siilinjärvi
Honkarannantie
921 - €183,600 2019 Siilinjärvi
Koy Haminan
Lepikönranta
575 - €129,792 2019 Hamina
Koy Jyväskylän
Vävypojanpolku
769 - €154,476 2019 Jyväskylä
Koy Tuusulan
Isokarhunkierto
2,709 46 €502,200 2020 Tuusula
Folkhälsan 783 - €€146,238
Koy Turun
Teollisuuskatu
783 - 146,238 2017 Turku
K-P Hoitopalvelu 911 25 €216,582
Koy Kokkolan Vanha
Ouluntie
911 25 €216,582 2017 Kokkola
Priimi 841 - €148,934
Koy Kuopion
Amerikanraitti
841 - €148,934 2017 Kuopio
Tuike 677 - €135,560
Koy Iisalmen
Eteläinen Puistoraitti
677 - €135,560 2018 Iisalmi
Vetrea 6,540 138 €1,166,383
Koy Lappeenrannan
Orioninkatu
935 22 €183,073 2018 Lappeenranta
Koy Porvoon
Haarapääskyntie
886 17 €135,540 2019 Porvoo
Koy Kangasalan
Rekiäläntie
1,240 28 €246,954 2019 Kangasala
Koy Iisalmen
Satamakatu
2,630 53 €€460,416 2020 Iisalmi
Koy Jyväskylän
Sulkulantie
850 18 140,400 2017 Jyväskylä
CTM 1,457 27 €267,604
Koy Janakkalan
Kekanahontie
1,457 27 €267,604 2019 Janakkala
Ikifit 506 14 €198,000
Koy Kangasalan
Hilmanhovi, initial
building
506 14 €198,000 2009 Kangasala
KVPS 1,616 30 €289,515
Koy Jyväskylän
Palstatie
825 15 €141,363 2019 Jyväskylä
Koy Lahden keva
makarantie
791 15 €148,152 2020 Lahti
Rebekan Hoitokoti 1,222 30 €245,520
Koy Iisalmen
Vemmelkuja
1,222 30 €245,520 2019 Iisalmi
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Paltan Palveluasunnot 1,507 24 €268,560
Koy Turun
Paltankatu (hoivakoti)
1,507 24 €268,560 2019 Turku
Pikkutassu 646 - €132,900
Koy Kajaanin
Hoikankatu
646 - €132,900 2019 Kajaani
Murunen 430 - €93,990
Koy Ylivieskan
Alpuumintie
430 - €93,990 2019 Ylivieska
Vantaan Turvakoti 844 14 €186,552
Koy Vantaan
Koivukylän Puistotie
844 14 €186,552 2019 Vantaa
Kristillinen koulu 1,784 - €300,600
Koy Järvenpään
Yliopettajankatu
1,784 - €300,600 2020 Järvenpää
Hoivahotellit 1,521 32 €237,732
Koy Ulvilan
Kulmalantie
1,521 32 €237,732 2020 Ulvila
Peikkomestä 659 - €€142,380
Koy Lahden
Kurenniityntie
659 - 142,380 2020 Villahde
Aspa 1,659 55 €305,115
Loimaan Villa Inno 1,093 23 €193,510 2019 Loimaa
Kouvolan Oiva 566 32 €111,605 2019 Kouvola
Jaarlin Päiväkodit 565 - €130,174
Koy Hämeenlinnan
Vanha Alikartanontie
565 - €130,174 2015 Hämeenlinna
Lapin Turkoosi Oy 960 - €166,800
Koy Rovaniemen
Muonakuja
960 - €166,800 2020 Rovaniemi
Förkkeli 1,096 16 €200,456
Oulun Maininki 1,096 16 €200,456 2017 Oulu
Hovi Group Oy Nokia 1,978
1,978
32
32
€336,600
€336,600
2012 Nokia
Hoivakymppi Oy Kivimiehenkatu 832 17 €262,931
Jyväskylä
Martikaisentie
832 17 €262,931 2014 Jyväskylä
Kaskinen Municipality 599 13 €85,014
Kaskinen Bladintie 599 13 €85,014 2009 Kaskinen
Meerdere huurders 4,154 108 €1,092,030
Vantaa Asolantie 4,154 108 €1,092,030 2012 Vantaa
Saga Care Finland Oy 5,217 115 €1,151,855
Seinäjoki
Kutojankatu
5,217 115 €1,151,855 2018 Seinäjoki
Vacant 4,455 77 €350,280
Koy Euran
Käräjämäentie
2,400 42 €110,280 2018 Eura
Koy Laihian
Jarrumiehentie
630 0 €30,000 2019 Laihia
Vaasa Mäkikaivontie 1,425 35 €210,000 2010 Vaasa
SWEDEN 4,731 12 €1,135,346
SEK11,392,404
SEK11,352,404
Team Olivia 494 6 SEK1,350,000
Gråmunkehöga LSS
Boende AB
494 6 SEK1,350,000 2020 Uppsala
Alternatus 494 6 SEK1,350,000
Heby LSS Boende AB 494 6 SEK1,350,000 2020 Heby
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
British mini 1,499 - SEK3,436,404
Eskilstuna Mesta AB 1,499 - SEK3,436,404 2020 Eskilstuna
Kunskapsförskolan 2,244 - SEK5,256,000
Älmhult
Kunskapsgatan AB
1,086 - SEK2,513,700 2020 Älmhult
Norrtälje Östhamra
Förskola AB
1,158 - SEK2,742,300 2020 Norrtälje
Investment properties in
Aedifica
joint venture - 50% share held by 644 11 €96,500 €97,500
Investment properties in joint venture 1,288 21 €193,000
NETHERLANDS 1,288 21 €193,000 €195,000
Senior Living 1,288 21 €193,000
Zorghuis Hengelo 1,288 21 €193,000 2017 Hengelo
Projects under development² 160,017 1,816 €1,953,481
GERMANY 106,057 1,407 €949,805
Argentum 5,292 91 €120,000
Haus Wellengrund 5,292 91 €120,000 Project Stemwede-Levern
Residenz Management 7,650 80 €52,728
Quartier am
Rathausmarkt
7,650 80 €52,728 Project Bremervörde
EMVIA 75,878 952 €638,581
Seniorenquartier
Wolfsburg
17,742 141 €156,600 Project Wolfsburg
Seniorenquartier
Heiligenhafen
7,391 104 €59,130 Project Heiligenhafen
Seniorenquartier
Espelkamp
9,458 113 €71,411 Project Espelkamp
Seniorenquartier
Bremen
7,057 75 €48,690 Project Bremen
Seniorenquartier
Weyhe
7,373 109 €97,380 Project Weyhe
Seniorenquartier
Langwedel
8,250 113 €72,881 Project Langwedel
Seniorenquartier
Sehnde
6,012 90 €45,117 Project Sehnde
Seniorenquartier
Cuxhaven
7,360 120 €56,805 Project Cuxhaven
Seniorenquartier
Schwerin
5,235 87 €30,567 Project Schwerin
Specht Gruppe 17,237 284 €138,496
Seniorenquartier Gera 6,673 123 €19,476 Project Gera
Seniorenquartier
Gummersbach
10,564 161 €119,020 Project Gummersbach
NETHERLANDS 53,960 409 €1,003,676
Martha Flora 25,262 84 €200,365
Martha Flora
Dordrecht
2,405 28 €79,482 Project Dordecht
Martha Flora Goes 2,452 28 €54,694 Project Hulsberg
Martha Flora
Hulsberg
20,405 28 €66,189 Project Goes
Stepping Stones Home & Care 4,123 56 €219,750
Villa Nuova 2,200 30 €114,750 Project Vorden
Natatorium 1,923 26 €105,000 Project Velp
  1. Although still under construction, these sites already generate limited rental incomes. This explains why they were included in this table and why the number of units and/or the estimated rental value are not mentioned.
Name Total
surface
(m2)
Number
of resi
dential
units
Contractual
rents 1
Estimated
rental value
(ERV)1
Year of
construc
tion/reno
vation
Location
Stichting Rendant 13,142 126 €52,715
Nieuw Heerenhage 13,142 126 €52,715 Project Heerenveen
SVE 4,981 52 €211,470
Hilversum SVE 4,981 52 €211,470 Project Hilversum
Senior Living 2,175 27 €71,875
Vinea Domini 2,175 27 €71,875 Project Witmarsum
Lang Leve Thuis 2,352 38 €157,500
LLT Almere Buiten 2,352 38 €157,500 Project Almere
Valuas Zorggroep 1,925 26 €90,000
Valuas Zwolle 1,925 26 €90,000 Project Zwolle
Projects under development2
50% share held by Aedifica
- 4,543 59 €165,976
Projects under development2
in joint venture
9,085 117 €331,951
NETHERLANDS 9,085 117 €331,951
Senior Living BV 9,085 117 €331,951
HGH Lelystad 4,301 45 €129,375 Project Lelystad
HGH Soest 2,634 36 €96,576 Project Soest
HGH Woudenberg 2,150 36 €106,000 Project Woudenberg
PROPERTIES TOTAL MARKETABLE INVESTMENT 1,750,765 27,651 €208,814,441 €205,987,508

BELOW OULUN SIILOTIE – CARE HOME IN OULU (FI)

3.2 PROJECTS AND RENOVATIONS IN PROGRESS (IN € MILLION)

Projects and renovations (in € million)1 Operator Investment Investment
as of
31/12/2020
Future
investment
Projects in progress 473 126 346
COMPLETION 2021 290 118 171
BE 13 8 4
De Duinpieper Dorian groep 3 2 0
Kasteelhof Senior Living Group 3 3 0
Sorgvliet Senior Living Group 5 3 3
Plantijn IV Armonea 2 0 1
DE 120 50 69
Am Stadtpark Vitanas 5 0 5
Am Tierpark Vitanas 1 0 0
Bavaria Senioren- und Pflegeheim Auriscare 1 0 1
Seniorenheim Haus Wellengrund2 Argentum 8 3 4
Seniorenquartier Bremen3 EMVIA 15 8 7
Seniorenquartier Weyhe3 EMVIA 15 4 11
Am Parnassturm Vitanas 3 0 3
Seniorenquartier Heiligenhafen3 EMVIA 13 8 5
Seniorenquartier Espelkamp3 EMVIA 15 10 5
Seniorenquartier Wolfsburg3 EMVIA 28 13 15
Seniorenquartier Cuxhaven3 EMVIA 16 3 13
NL 42 15 27
Natatorium Stepping Stones Home & Care 3 0 3
Nieuw Heerenhage2 Stichting Rendant 20 8 12
Residentie Boldershof Senior Living 1 0 1
Villa Nuova2 Stepping Stones Home & Care 5 3 1
Vinea Domini2 Senior Living 3 1 2
Martha Flora Dordrecht Martha Flora 5 1 4
Martha Flora Hulsberg Martha Flora 5 0 5
UK 2 1 1
Burlington projects Burlington 2 1 1
FI 108 42 66
Finland – pipeline 'children day-care centres' Multiple tenants 18 6 12
Finland – pipeline 'elderly care homes' Multiple tenants 44 15 28
Finland – pipeline 'other' Multiple tenants 47 21 26
SE 5 2 4
Sweden – pipeline 'other' Multiple tenants 5 2 4
COMPLETION 2022 151 6 145
BE 6 1 5
Residentie 't Spelthof Vulpia 6 1 5
DE 98 5 94
Am Schäfersee Vitanas 10 0 9
Quartier am Rathausmarkt Residenz Management 16 1 15
Rosengarten Vitanas 8 1 7
Seniorenquartier Langwedel3 EMVIA 16 1 15
Seniorenquartier Sehnde3 EMVIA 12 0 12
Wohnstift am Weinberg Cosiq 10 2 8
  1. Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€ and 10.0343 SEK/€).

  2. Although still under construction, the sites already generate limited rental incomes, in particular for the plots of land that have already been acquired. Their values are therefore no longer mentioned in the table above. This explains why the estimated investment values differ from those mentioned earlier.

  3. Part of the first framework agreement with Specht Gruppe.

  4. Part of the second framework agreement with Specht Gruppe.

  5. These projects are developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica.

Projects and renovations (in € million)1 Operator Investment Investment
as of
Future
investment
31/12/2020
Seniorenquartier Gera3 Specht Gruppe 16 0 16
Seniorenquartier Schwerin3 EMVIA 11 0 11
NL 33 0 33
Hilversum SVE Hilverzorg 9 0 9
HGH Lelystad5 Senior Living 4 0 4
LLT Almere Buiten Lang Leve Thuis 7 0 7
Martha Flora Goes Martha Flora 5 0 5
Valuas Zwolle Valuas 5 0 5
Het Gouden Hart Woudenberg5 Senior Living 4 0 4
UK 7 0 7
Burlington projects Burlington 1 0 1
Blenheim MMCG Maria Mallaband Care Group 6 0 6
FI 7 0 7
Finland – pipeline 'elderly care homes' Multiple tenants 3 0 3
Finland – pipeline 'other' Multiple tenants 4 0 4
COMPLETION 2023 32 2 29
DE 22 2 21
Am Marktplatz Vitanas 2 0 2
Seniorenquartier Gummersbach3 Specht Gruppe 20 2 19
NL 9 1 8
Residentie Sibelius Ontzorgd Wonen Groep 9 1 8
Projects/forward purchases subject to
outstanding conditions
274 0 274
COMPLETION 2021 39 0 39
DE 9 0 9
SARA Seniorenresidenz Haus III SARA 9 0 9
UK 30 0 30
Hailsham Hamberley Care 16 0 16
Priesty Fields Handsale 14 0 14
COMPLETION 2022 94 0 94
DE 76 0 76
Specht Gruppe pipeline 2 (2022)4 Specht Gruppe 76 0 76
NL 3 0 3
Het Gouden Hart Soest5 Senior Living 3 0 3
UK 14 0 14
MMCG Chard Maria Mallaband Care Group 14 0 14
COMPLETION 2023 12 0 12
UK 12 0 12
Guysfield Caring Homes 12 0 12
COMPLETION 2024 130 0 130
DE 130 0 130
Specht Gruppe pipeline 2 (2024)4 Specht Gruppe 130 0 130
Acquisitions subject to outstanding
conditions
7 0 7
COMPLETION 2021 7 0 7
DE 7 0 7
Seniorenhaus Lessingstrasse Seniorenhaus Lessingstrasse 7 0 7
Land reserve 2 2 0
BE 2 2 0
Plot of land Bois de la Pierre - 2 2 0
TOTAL PIPELINE 756 128 627
Changes in fair value - 7 -
Roundings - -1 -
On balance sheet 135

€51 million need to be added to the total investment budget given the announcement of five development projects in Finland, the Netherlands and the United Kingdom and the acquisition subject to outstanding conditions of four care homes in Ireland, after 31 December 2020 (see section 1.2 of the Management Report). Of the total investment budget, €36 million has already been carried out after 31 December 2020 (see section 1.2 of the Management Report).

GEOGRAPHICAL BREAKDOWN PIPELINE (%) 3% Belgium 61% Germany 11% Netherlands 9% United Kingdom 15% Finland 1% Sweden EXPECTED COMPLETION DATE PIPELINE (%) 45% 2021 32% 2022 6% 2023 17% 2024 0% Land reserve

BELOW VILLA WALGAERDE – CARE RESIDENCE IN HILVERSUM (NL)

4. VALUATION EXPERTS' REPORT1

Gentlemen,

We are pleased to send you our estimate of the fair value of investment properties held by the Aedifica group as of 31 December 2020.

Aedifica assigned to each of the nine valuation experts the task of determining the fair value (from which the investment value is derived) of one part of its portfolio of investment properties. Assessments are established taking into account the remarks and definitions contained in the reports and following the guidelines of the International Valuation Standards issued by the 'IVSC'.

We have acted individually as valuation experts and have a relevant and recognised qualification, as well as an ongoing experience for the location and the type of buildings assessed. The valuation expert's opinion of fair value was primarily derived using comparable recent market transactions on arm's length terms.

Properties are considered in the context of current leases and of all rights and obligations that these commitments entail. We have evaluated each entity individually. Assessments do not take into account a potential value that can be generated by offering the whole portfolio on the market. Assessments do not take into account selling costs applicable to a specific transaction, such as brokerage fees or advertising. Assessments are based on the inspection of real estate properties and information provided by Aedifica (i.e. rental status and surface area, sketches or plans, rental charges and property taxes related to the property, and compliance and pollution matters). The information provided was assumed to be accurate and complete. Assessments are made under the assumption that no non-communicated piece of information is likely to affect the value of the property.

Based on the nine assessments, the consolidated fair value of the portfolio amounted to €3,761,895,306 as of 31 December 2020 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €3,756,085,306 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties held by the Aedifica group amounted to €3,621,522,527 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €208,814,441 which corresponds to an initial rental yield of 5.77% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.81%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €209,220,802, i.e. an initial yield of 5.78% compared to the fair value of the marketable investment properties.

The abovementioned amounts include the fair values and contractual rents of the UK based assets in pound sterling and converted into euro as well as the assets located in Sweden in Swedish Krona converted into euro taking the exchange rates as per 31/12/2020 (1.1123 €/£ and 10.0343 SEK/€; rates of the last business day of the past fiscal year) into account.

As of 31 December 2020:

  • the consolidated fair value of the assets located in Belgium amounted to €1,162,038,047; including €1,151,420,305 for marketable investment properties. Contractual rents amounted to €61,561,749 which corresponds to an initial yield of 5.35% to the fair value of the marketable investment properties;
  • the consolidated fair value of the assets located in Germany amounted to €689,357,000; including €634,220,125 for marketable investment properties. Contractual rents amounted to €35,909,321

  • The abovementioned portfolio is broken down in two lines on the balance sheet (lines 'I.C. Investment properties' and 'II.A. Assets classified as held for sale').

1. The expert report was reproduced with the agreement of Cushman & Wakefield Belgium SA, Deloitte Consulting & Advisory SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Limited, Jones Lang LaSalle Finland Oy and JLL Valuation AB. The sum of all elements of the portfolio individually assessed by the above-mentioned valuation experts constitutes Aedifica's whole consolidated portfolio.

2. Investment value' is defined by Aedifica as the value assessed by a valuation expert, of which transfer costs are not deducted (also known as 'gross capital value').

4. Marketable investment properties' are defined by Aedifica as investment properties including assets classified as held for sale and excluding development projects. Marketable investment properties are hence completed properties that are let or lettable.

which corresponds to an initial yield of 5.66% to the fair value of the marketable investment properties;

  • the consolidated fair value of the assets located in The Netherlands amounted to €536,640,000 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL. The marketable investment properties after deduction of the 50% share held by the partner company amounted to €515,767,500. Contractual rents amounted to €29,931,592 which corresponds to an initial yield of 5.80% to the fair value of the marketable investment properties;
  • the consolidated fair value of the assets located in The United Kingdom amounted to £570,471,000; including £569,362,248 for marketable investment properties. Contractual rents amounted to £38,531,578 which corresponds to an initial yield of 6.77% to the fair value of the marketable investment properties;
  • the consolidated fair value of the assets located in Finland amounted to €717,420,500; including €667,270,000 for marketable investment properties. Contractual rents amounted to €37,417,758 which corresponds to an initial yield of 5.61% to the fair value of the marketable investment properties;
  • the consolidated fair value of the assets located in Sweden amounted to SEK219,800,000; including SEK196,100,000 for marketable investment properties. Contractual rents amounted to SEK11,392,404 which corresponds to an initial yield of 5.81% to the fair value of the marketable investment properties.

In the context of a reporting in compliance with the International Financial Reporting Standards, our evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as 'the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date'. The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is generally consistent with market value.

BELOW VAASAN UUSMETSÄNTIE - IN VAASA (FI)

OPINIONS OF THE VALUATION EXPERTS1

Valuation expert Fair value of valued
assets of portfolio as
of 31 December 2020
Investment value
(before deduction of
transfer costs2)
Cushman & Wakefield Belgium NV/SA Christophe Ackermans
(BVBA)
€604,344,500 €619,853,500
Deloitte Consulting & Advisory CVBA/SCRL Frédéric Sohet
& Patricia Lanoije
€557,693,547 €571,635,886
CBRE GmbH Sandro Höselbarth
& Tim Schulte
€434,780,000 €465,359,029
Jones Lang LaSalle SE Peter Tölzel €254,577,000 €274,190,000
Cushman & Wakefield VOF Jacques Boeve
& Niek Drent
€435,250,0003 €455,200,0003
Savills Consultancy BV Martijn Belowstal
& Jorn Damhuis
€101,390,0003 €107,290,0003
Cushman & Wakefield Debenham Tie Leung Ltd Tom Robinson
& Martin Robb
£570,471,000
(€634,534,8934
)
£608,243,279
(€676,548,9964
)
Jones Lang LaSalle Finland Oy Tero Lehtonen
& Mikko Kuusela
€717,420,500 €735,356,013
JLL Valuation AB Patrik Lofvenberg 219,800,000 SEK
(21,904,866 €5
)
223,147,208 SEK
(22,238,443 €5
)
  1. Each valuation expert has valued only a part of Aedifica's portfolio and does not take responsibility for the valuation of the portfolio as a whole. The valuation experts therefore sign only for the accuracy of the figures of the assets they have valued themselves. No further liability for any other valuation expert will be accepted.

2. In this context, the transfer costs require adaptation to the market conditions. Based on the analysis of a large number of transactions in Belgium, the Belgian experts acting at the request of publicly traded real estate companies, reunited in a working group, came to the following conclusion: given the various ways to transfer property in Belgium, the weighted average of the transfer costs was estimated at 2.5%, for investment properties with a value in excess of €2.5 million. The investment value corresponds therefore to the fair value plus 2.5% of transfer costs. The fair value is also calculated by dividing the investment value by 1.025. Properties in Belgium below the threshold of €2.5 million remain subject to usual transfer costs (10.0% or 12.5% depending on their location). Their fair value corresponds thus to the value excluding transfer costs. Assets located in Germany, the Netherlands, the United Kingdom, Finland and Sweden are not concerned by this footnote. In the assessment of their investment value, the usual German, Dutch, Finnish and Swedish transfer costs and professional fees are taken into account. In the assessment of the investment value of assets located in the UK, the usual UK transfer costs are taken into account; the investment value corresponds to the gross value before deduction of SDLT (Stamp Duty Transfer Tax) and professional fees.

3. Including 100% of the value of the assets held by the partners of the partnership AK JV NL.

4. Based on the exchange rate of 1.1123€/£ as per 31/12/2020; rate of the last business day of the quarter.

5. Based on the exchange rate of 10.0343SEK/€ as per 31/12/2020; rate of the last business day of the quarter.

Aedifica on the stock market

Aedifica offers investors an alternative to direct real estate investments, combining all the benefits of optimal real estate income with a limited risk profile. Aedifica has an investment strategy that can offer its shareholders attractive returns, a recurring dividend and opportunities for growth and capital appreciation at the same time.

€3.3 bn 2nd listing 4.7% market capitalisation as of 31 December 2020 on Euronext Amsterdam gross dividend yield as of 31 December 2020 inclusion in the Euronext Brussels reference index

Aedifica on the stock market

The market's confidence in Aedifica's investment strategy was confirmed in March 2020 by the inclusion of the Aedifica share in the BEL 20, the leading share index of the 20 most important shares on Euronext Brussels. In addition, the share has also been traded on Euronext Amsterdam since November 2019. This secondary listing and the inclusion in the BEL 20 not only ensures a greater visibility, but also increases the liquidity of the share on the stock exchange.

1. STOCK PRICE AND VOLUME

Aedifica's shares (AED) have been quoted on Euronext Brussels since October 2006. Since November 2019, Aedifica has also been trading on Euronext Amsterdam via a secondary listing.

Aedifica is registered in the BEL 20 Index with a weighting of approx. 2.3% (31 December 2020). In addition, the Aedifica share is also included in the EPRA-, GPR 250, GPR 250 REIT and Stoxx Europe 600 indices.

Aedifica's share price fluctuated between €66.80 and €136.40 over the course of the financial year 2019/2020 and closed the financial year at €98.30, an increase of ca. 17% compared with 30 June 2019 (€83.90).

Based on the stock price on 31 December 2020, Aedifica share shows a premium of:

  • 46.3% as compared to the net asset value per share excluding changes in fair value of hedging instruments*;
  • 49.9% as compared to the net asset value per share.

VALUE CREATION (IN € MILLION) 4,000 3,000 2,000 1,000 0 IPO market capitalisation 23 Oct. 2006 SPOs Other capital increases Value creation Cumulated dividends since IPO Market capitalisation 30 June 2019

COMPARISON – INDICES IN TOTAL RETURN FROM 23 OCTOBER 2006 (IPO) TO 31 DECEMBER 2020

This premium to the net asset value is a sign of confidence in Aedifica's track record and reflects Aedifica's pure play focus on healthcare real estate, the future growth of the Group, the stable nature of the generated long-term profits and the attractive dividend.

The graph hereunder shows the evolution of the premium of Aedifica's share price compared to the net asset value per share.

Between Aedifica's IPO (after deduction of the coupons which represented the preferential or priority allocation rights issued as part of the abovementioned capital increases) and 31 December 2020, Aedifica's stock price increased by 170.2%, as compared to a decrease of 13.5% for the BEL 20 index and a decrease of 19.1% for the EPRA Europe index over the same period.

The liquidity of Aedifica shares also increased during the financial year. The average daily volume was approx. €5,215,000 or approx. 52,000 shares, which increased the velocity to 74.9%. Aedifica continues its efforts to further broaden its investor base by regularly taking part in roadshows and events for both institutional and private investors.

PREMIUM AND DISCOUNT OF SHARE

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

MARKET CAPITALISATION FROM 23 OCTOBER 2006 (IPO) TO 31 DECEMBER 2020 (IN € MILLION)

Number of shares 31/12/2020
(18 months)
31/12/2020
(12 months -
restated period)
31/12/2019
(12 months -
restated period)
30/06/2019
(12 months)
Number of shares outstanding1 33,086,572 33,086,572 24,601,158 24,601,158
Total number of shares 33,086,572 33,086,572 24,601,158 24,601,158
Total number of shares on the stock market3 33,086,572 33,086,572 24,601,158 24,601,158
Weighted average number of shares outstanding
(IAS 33)
26,512,206 27,472,976 22,473,243 19,274,471
Number of dividend rights2 26,628,340 19,365,386
Aedifica share 31/12/2020 30/06/2019
Share price at closing (in €) 98.30 83.90
Net asset value per share excl. changes in fair value of hedging instruments*
(in €)
67.17 57.96
Premium (+) / Discount (-) excl. changes in fair value of hedging instruments* 46.3% 44.8%
Net asset value per share (in €) 65.59 55.90
Premium (+) / Discount (-) 49.9% 50.1%
Market capitalisation 3,252,410,028 2,064,037,156
Free float4 100.0% 100.0%
Total number of shares listed 33,086,572 24,601,158
Denominator for the calculation of the net asset value per share 33,086,572 24,601,158
Average daily volume 52,062 24,982
Velocity5 74.9% 32.5%
Gross dividend per share (in €)6 4.60 2.80
Dividend gross yield7 4.7% 3.3%

"The inclusion in the BEL 20 is a reward for the international growth achieved by Aedifica in recent years and confirms the market's confidence in the Group."

Stefaan Gielens, CEO

  1. After deduction of the treasury shares.

  2. Based on the rights to the dividend for the shares issued during the year.

  3. Percentage of the capital of a company held by the market, according to the definition of Euronext. See press release of 3 July 2019 and section 3 below.

  4. Total volume of share exchanged annualised divided by the total number of shares listed on the market, according to the definition of Euronext.

  5. 2019/2020: proposed dividend to the Annual General Meeting.

  6. Gross dividend per share divided by the closing share price.

3. 2,460,115 new shares were listed on the stock market on 28 April 2020 and 413,816 new shares on 9 July 2020 (these new shares are entitled to a dividend as from 28 April 2020). 5,499,373 new shares were listed on the stock market on 27 October 2020 and 90,330 new shares on 17 December 2020 (these new shares are entitled to a dividend as from 27 October 2020).

2. DIVIDEND

For all 18 months of the extended financial year 2019/2020, Aedifica's board of directors proposes a gross dividend of €4.60 per share. As the financial year was extended by 6 months, the payment of the dividend was also be postponed by 6 months until May 2021. In anticipation of the (final) dividend, Aedifica's board of directors has decided to pay an interim dividend on 7 October 2020.

The interim dividend amounts to €3.00 (+7% compared to the 2018/2019 dividend) and has been distributed over coupons No. 23 (detached on 23 April 2020) and No. 24 (detached on 5 October 2020). It covers the period from 1 July 2019 to 30 June 2020 and was paid on 7 October 2020.

The (final) dividend amounts to €1.60 and covers the period from 1 July 2020 to 31 December 2020. It will be distributed on coupons No. 26 (detached on 15 October 2020) and No. 27 (which will be detached in May 2021). The (final) dividend will be paid in May 2021, after approval of the financial statements by the ordinary general meeting of 11 May 2021. Each Aedifica share purchased as from 15 October 2020 will only have coupon No. 27 attached and will therefore only give right to the pro rata temporis final dividend of €0.57 gross per share.

As a RREC investing more than 60 % of its portfolio in European healthcare property, the withholding tax on dividend for Aedifica's investors amounts to 15 % only. The total net dividend per share after deduction of the withholding tax of 15 % will amount to €3.91 (€2.108 for coupon No. 23, €0.442 for coupon No. 24, €0.8755 for coupon No. 26 and €0.4845 for coupon No. 27).

GROSS DIVIDEND EVOLUTION (€/SHARE)

2019/2020 dividend:

  • for the first 12 months of the (extended) 2019/2020 financial year, an interim dividend €3.00 gross per share was distributed over coupons No. 23 (€2.48) and No. 24 (€0.52).
  • for the remaining 6 months of the 2019/2020 financial year, a final dividend of €1.60 gross per share is proposed (subject to the approval of the Annual General Meeting).
  • * Prorata of the €4.60 dividend (18 months) over 12 months.
  • ** Outlook (see section 5 of the Management Report in this Annual Financial Report).

3. SHAREHOLDING STRUCTURE

The table below lists Aedifica's shareholders holding more than 5% of the voting rights. (as of 31 December 2020, based on the number of shares held by the shareholders concerned as of 5 July 2019; Aedifica has not received any transparency notifications regarding a status after 5 July 2019). Declarations of transparency and control strings are available on Aedifica's website. According to Euronext's definition, the free float is 100%.

# of vo
ting rights
Date of the
notification
% of the total
number of
voting rights
BlackRock, Inc. 1.230.883 5 July 2019 5.00%
Other shareholders 95.00%
Total 100%

4. SHAREHOLDERS' CALENDAR1

Annual General Meeting 2021 11/05/2021
Interim statement 31.03.2021 12/05/2021
Payment final dividend2
relating to the
2019/2020 financial year
As from
18/05/2021
Coupon 26
Ex-date 15/10/2020
Record date 16/10/2020
Coupon 27
Ex-date 14/05/2021
Record date 17/05/2021
Sustainability report 2020 31/05/2021
Half year results 30.06.2021 11/08/2021
Interim statement 30.09.2021 10/11/2021
Annual press release 31.12.2021 February 2022
2021 Annual Financial Report March 2022
Annual General Meeting 2022 10/05/2022
Payment final dividend relating to the 2021
financial year
As from
17/05/2022

Financial service responsible for the dividend payment: ING Belgium (main paying agent) or any other financial institutions.

  1. These dates are subject to change.

  2. The final dividend will be distributed over coupons No. 26 (pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020) and No. 27 (pro rata temporis dividend for the period from 27 October 2020 up to and including 31 December 2020).

LEFT OULUN RUISMERSA – CHILDREN DAY-CARE CENTRE IN OULU (FI)

CORPORATE GOVERNANCE STATEMENT

As a reference player in the European listed healthcare real estate sector, Aedifica attaches great importance to transparent, ethical and sound governance of the Company based on the conviction that this contributes to sustainable value creation in the long term for all of Aedifica's stakeholders. The Board of Directors shall ensure that the corporate governance principles and processes developed for this purpose are appropriate for the Company at all times and comply with the applicable corporate governance regulations and standards.

Corporate governance statement

This chapter provides an overview of the rules and principles on which the Company organises its corporate governance.

These rules for transparent, ethical and sustainable governance aimed at long-term value creation for all stakeholders (shareholders, tenants and their residents, employees, the community and the environment) can also be found in Aedifica's internal policies including:

  • Articles of Association
  • Corporate Governance Charter
  • Dealing Code
  • Code of Conduct
  • Internal procedure for reporting irregularities
  • Remuneration policy
  • Anti-bribery and corruption policy
  • Anti-money laundering policy
  • Internal privacy policy
  • Environmental policy

ISOKARHUNKIERTO – SERVICE COMMUNITY IN TUUSULA (FI)

1. GOVERNANCE MODEL

On 8 June 2020, Aedifica's Extraordinary General Meeting approved the statutory amendments pursuant to the entry into force on 1 January 2020 of the Belgian Code of Companies and Associations ('BCCA'), which replaces the Companies Code. Aedifica opted for a monistic or one-tier governance structure as stipulated in Articles 7:85 et seq. of the BCCA and abolished the Management Committee (within the meaning of Article 524bis of the Companies Code), replacing it with an Executive Committee, which, based on special powers of attorney granted by the Board of Directors, is responsible for the day-to-day management and operational functioning of the Company.

This means that the Company is managed by a Board of Directors that has the power to perform all acts necessary or useful to achieve the purpose of the Company, with the exception of those acts for which the General Meeting is authorised according to the law, and is led by an Executive Committee that has been entrusted with its respective functions and responsibilities by the Board of Directors.

In order to increase the overall effectiveness of the Board of Directors through focus, supervision and monitoring of important areas, the Board has established three specialised committees, consisting mainly of independent Directors who have the expertise required to be members of such committees, namely the Audit and Risk Committee, the Nomination and Remuneration Committee and the Investment Committee.

As required by RREC legislation and corporate governance rules, the Company also has an independent web-based audit, compliance and risk management function.

As Aedifica's corporate mission (offering sustainable real estate solutions to professionals whose core business is the provision of care to persons in need throughout Europe) aims to sustainably pursue the interests of all its stakeholders, it has a Sustainability Steering Committee that examines how the Company's sustainability objectives can be integrated into its policies and is responsible for developing and monitoring the sustainability action plan. The Sustainability Steering Committee's proposals and plans are validated by the Executive Committee, which regularly reports on these matters to the Board of Directors.

Finally, given the geographical diversity of the countries in which Aedifica operates and in order to exchange relevant experience from these various markets, Aedifica has a G10 group through which the members of the Executive Committee and the country managers meet regularly.

This governance structure can be represented schematically as shown hereafter.

2. REFERENCE CODE

In accordance with Article 3:6 §2 BCCA and the Royal Decree of 12 May 2019 specifying the code to be complied with regarding corporate governance by listed companies, Aedifica applies the Belgian Corporate Governance Code 2020 ('CG Code 2020'), taking into account the particularities relating to RREC legislation. The CG Code 2020 can be accessed on the website www.corporategovernancecomittee.be. The CG Code 2020 applies the comply or explain principle, whereby deviations from the recommendations must be justified.

On the date of this Annual Financial Report, Aedifica complies with the provisions of the CG Code 2020, with the exception of Principles 7.6 and 7.9.

Principle 7.6 of the CG Code 2020 states that the non-executive Directors should receive part of their remuneration in the form of shares of the Company which should be held for at least one year after the non-executive Director leaves the board and for at least three years after the grant.

Principle 7.9 of the CG Code 2020 states that the Board shall determine a minimum threshold of shares to be held by the members of the Executive Management.

The CG Code 2020 came into force on 1 January 2020. As a result of the extension of Aedifica's financial year following the decision of the General Meeting of 8 June 2020, the Annual General Meeting, to which (amendments to) the remuneration policy is submitted for approval, was postponed until 11 May 2021. The remuneration policy prepared by the Company and to be submitted to the General Meeting for approval on 11 May 2021 (see page 133) provides (amongst other things) for an obligation:

  • for non-executive Directors to annually register a percentage of the Company's shares equivalent to a part of their fixed board remuneration in the register of shares and to hold these shares for at least three years after they are granted and at least one year after they leave the Board; and
  • for the members of the Executive Committee to hold a minimum number of shares of the Company.

As of 2021, the Company will therefore comply with (the 'ratio legis' of) Principles 7.6 and 7.9.

The Corporate Governance Charter containing all the information on the governance rules applicable within the Company can be accessed on the Company's website (www.aedifica.eu). It was amended with effect from 8 June 2020 to take into account, on the one hand, the entry into force on 1 January 2020 of the BCCA and of the GC Code 2020 as well as the resulting statutory amendments after the Extraordinary General Meeting of 8 June 2020.

3. INTERNAL CONTROL AND RISK MANAGEMENT

Aedifica has implemented an effective internal control and risk management system, as required by the RREC legislation and by corporate governance rules.

The development of this internal control and risk management system is the responsibility of Aedifica's Executive Committee. The Board of Directors is responsible for determining and evaluating the risks the Company may face and for monitoring the effectiveness of internal control.

In accordance with RREC legislation, Aedifica has appointed a risk manager, a compliance officer and an internal auditor.

3.1 RISK MANAGEMENT

Ms Ingrid Daerden (CFO, Executive Manager and member of the Executive Committee) was appointed risk manager. She ensures the implementation of measures and procedures for identifying, monitoring and avoiding the risks that the Company may face. When risks actually occur, she takes measures to limit the impact of these risks and to assess and monitor their consequences as much as possible.

RIGHT AM STADTPARK – CARE HOME IN BERLIN (DE)

BELOW ISOKARHUNKIERTO – SERVICE COMMUNITY IN TUUSULA (FI)

3.2 COMPLIANCE

Mr Thomas Moerman (General Counsel) was appointed compliance officer. He ensures that the Company, Directors, Executive Managers, employees and agents comply with the legal rules relating to the integrity of the Company.

3.3 INTERNAL AUDIT

The person in charge of the internal audit function continuously and independently assesses the activities of the Company and examines the effectiveness of the existing internal control procedures and methods. The internal audit function is performed by an external consultant, BDO Risk Advisory Services (represented by Mr Christophe Quiévreux), under the supervision and responsibility of Ms Katrien Kesteloot (independent Director), who succeeded Mr Eric Hohl (non-executive Director) in this role on 27 October 2020.

Aedifica bases its risk management and internal control system on the COSO internal control model (Committee of Sponsoring Organisations of the Threadway Commission - www.coso.org). This model (2013 version) defines the requirements of an effective internal control system by 17 principles spread over five components: – internal control environment

  • risk analysis
  • control activities
  • information and communication
  • supervision and monitoring

3.4 INTERNAL CONTROL ENVIRONMENT

Principle 1: the organisation demonstrates its commitment to integrity and ethical values.

  • Regarding ethics, Aedifica has several internal policy guidelines that apply to its Directors, members of the Executive Committee and its employees. For example, since 2010 there has been an ethical charter ('Code of Conduct') that is part of the Corporate Governance Charter. This Code of Conduct lays down rules on conflicts of interest, professional secrecy, purchase and sale of shares, misuse of corporate property and respect for individuals. In addition, Aedifica also has a policy against bribery and corruption and internal procedures for reporting irregularities (including suspected irregularities) and violations of the ethical standards pursued by Aedifica.
  • Regarding integrity, Aedifica complies with all legal requirements regarding conflicts of interest (see below). In addition, Aedifica also has an anti-money-laundering policy.

Principle 2: the Board of Directors is independent from management and supervises the development and operation of internal controls.

Aedifica's Board of Directors has 11 members, 7 of whom are independent members within the meaning of Article 7:87 §1 BCCA. In view of their experience (see below) and their specific profiles, the Directors have the necessary competences in the context of the exercise of their mandate. The Board of Directors monitors the effectiveness of the risk management and internal control measures taken by the Executive Managers.

Principle 3: the Executive Managers determine, under the supervision of the Board of Directors, the structures, reporting procedures and the appropriate rights and responsibilities to achieve the objectives.

Aedifica has a Board of Directors, an Audit and Risk Committee, a Nomination and Remuneration Committee, an Investment Committee and an Executive Committee, the roles of which are described below. In accordance with the RREC legislation, the members of the Executive Committee (all of whom are Executive Managers) are responsible for the day-to-day management of the Company, on which they report to the Board of Directors. The Executive Committee is also responsible for internal control and risk management measures.

Principle 4: the organisation undertakes to attract, train and retain competent employees within the organisation.

The competence of the Executive Committee and of the staff is ensured by appropriate training and recruitment procedures based on defined profiles. Aedifica supports the personal development of its employees and offers them a comfortable and stimulating working environment tailored to their needs. Staff changes are planned based on the career planning of employees and consider the possibility that they will temporarily (maternity leave, parental leave) or permanently (retirement) leave the company.

Principle 5: the organisation holds people accountable for their internal control responsibilities.

Each employee has at least one performance interview per year with his or her supervisor, based on a schedule that maps out the relations between the company and the employee.

3.5 RISK ANALYSIS

Principle 6: the organisation describes the objectives clearly enough to be able to identify and evaluate the risks relating to these objectives.

Aedifica's objectives are clearly described in this annual financial report on page 18. The Company acts with due care in respect of risk culture.

Principle 7: the organisation identifies the risks for the achievement of its objectives and analyses these risks to determine how it should manage them.

The Board of Directors regularly identifies and evaluates Aedifica's main risks and publishes its findings in the annual and half-yearly financial reports and interim statements. This risk analysis leads to measures being taken regarding any identified vulnerabilities. More information on the risks can be found in the 'Risk factors' chapter in this annual financial report.

Principle 8: the organisation pays attention to the risk of fraud when assessing the risks that could jeopardise the achievement of the objectives.

Any attempt to commit fraud is immediately investigated in order to limit its impact on the Company and to prevent any further attempt.

Principle 9: the organisation identifies and assesses changes that could have a significant impact on the internal control system.

Significant changes are identified and analysed on a continuous basis by both the Executive Committee and the Board of Directors. This analysis is incorporated in the 'Risk factors' chapter.

3.6 CONTROL ACTIVITIES

Principle 10: the organisation selects and develops control activities that can reduce risks to the achievement of objectives to an acceptable level.

  • Before a real estate transaction is completed, it is subject to of a conformity check with the Company's Articles of Association and with applicable legal and regulatory provisions. Any real estate transaction can be verified based on notarial deeds or private agreements.
  • Deviations between budgeted and actual amounts are checked monthly by the Executive Committee and quarterly by the Audit and Risk Committee and the Board of Directors.
  • Important indicators are monitored on a daily basis, such as the aging of commercial receivables and cash position.
  • The principle of double approval applies when contracts are signed, invoices are approved and payments are made. A specific delegation of authority is in place for cash operations.
  • In addition, the Company has introduced control measures to cope with the main financial risks, such as the inclusion of hedging instruments established with reputable leading banks, the use of multiple banking institutions to ensure a certain diversification of bank financing, etc.

Principle 11: the organisation selects and develops general IT controls to promote the achievement of its objectives.

The Company chooses its technology based on a best-of-breed approach. Within the company, a designated employee is assigned as responsible for each technological application ; management of the infrastructure (hardware and network) and the security and resilience of the data are entrusted to an (internal) IT manager who works with an (external) partner (based on a service level agreement).

Principle 12: the organisation develops control activities with a policy that determines what is expected and with procedures that put that policy into practice.

Internal processes are continuously improved by formalising them, taking into account a balance between formalisation and the size of the company.

3.7 INFORMATION AND COMMUNICATION

Principle 13: the organisation uses relevant and high-quality information to support the functioning of internal control.

The information system used by the Company provides reliable and complete information at regular intervals. This system meets the needs of both internal control and external reporting.

Principle 14: the organisation communicates internally the information, including the objectives and responsibilities for internal control, that is necessary to support the operation of this internal control.

The internal information relating to internal control is disseminated in a transparent manner within the Company. This ensures that everyone has a clear picture of Aedifica's policy, procedures, objectives, roles and responsibilities. The communication is adapted to the size of the Company and consists mainly of general staff communication, working meetings and email correspondence.

Principle 15: the organisation communicates with third parties on matters that affect the functioning of internal control.

External communication (directed at shareholders and other external stakeholders) is essential for a listed company and Aedifica undertakes this task on a daily basis. External communication of internal control runs parallel to the preparation and publication of periodic information, is monitored by the Audit and Risk Committee and is approved by the Board of Directors.

3.8 SUPERVISION AND MONITORING

Principle 16: the organisation selects, develops and carries out continuous and/or one-off evaluations to check whether the internal control components are present and whether they are functioning.

In order to ensure the correct and effective application of the internal control components, Aedifica has set up an internal audit function comprising the main processes. The internal audit is organised according to a multiannual cycle and its specific scope is determined annually in consultation with the Audit and Risk Committee, the person responsible for the internal audit within the meaning of the RREC legislation (Ms Katrien Kesteloot, independent Director - see above) and the internal auditor (see above). In view of the independence requirements and taking into account the principle of proportionality, Aedifica has chosen to outsource the internal audit to a specialised consultant who is under the supervision and responsibility of the internal audit manager.

Principle 17: the organisation evaluates and communicates internal control deficiencies in a timely manner to the parties responsible for taking corrective measures (the Executive Committee and the Board of Directors).

Internal audit recommendations are communicated to the Audit and Risk Committee, which ensures that the Executive Committee takes corrective measures.

4. SHAREHOLDER STRUCTURE

As of 31 December 2020, based on the transparency notices received, BlackRock, Inc. (transparency notice dated 5 July 2019) holds at least 5% of the voting rights in Aedifica. No other Aedifica shareholder holds more than 5% of the capital. Notices under transparency legislation and control chains are available on the website.

According to the definition of Euronext, the free float amounts to 100%. There are no preferred shares. Each Aedifica share entitles the holder to one vote at the General Meeting of Shareholders, except in cases of suspension of voting rights provided for by law. There is no legal or statutory limitation of voting rights whatsoever.

As of 31 December 2020, Aedifica is not subject to any control within the meaning of Article 1:14 BCCA, and has no knowledge of agreements that could lead to a change of control.

5. BOARD OF DIRECTORS AND COMMITTEES

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WOLFSBOS – CARE HOME IN HOOGEVEEN (NL)

5.1 CURRENT COMPOSITION OF THE BOARD OF DIRECTORS

On 31 December 2020, Aedifica's Board of Directors consisted of eleven members, seven of whom are independent within the meaning of Article 7:87 BCCA and Article 3.5 of the CG Code 2020. The Directors are listed on page 122-127. They are appointed for a maximum term of three years by the General Meeting, which can remove them at any time. Directors can be reappointed.

During the past financial year, the following directors were appointed or reappointed:

  • Mr Jean Franken, as Independent Non-Executive Director (Ordinary General Meeting of 22 October 2019);
  • Mr Pertti Huuskonen, as Independent Non-Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Mr Sven Bogaerts, as Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Ms Ingrid Daerden, as Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Ms Laurence Gacoin, as Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Mr Charles-Antoine Van Aelst, as Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Ms Marleen Willekens, as Independent Non-Executive Director (Extraordinary General Meeting of 8 June 2020);
  • Mr Luc Plasman, as independent non-executive Director (Extraordinary General Meeting of 8 June 2020).

The mandates of Ms Adeline Simont (Non-Executive Director) and Mr Eric Hohl (Non-Executive Director) ended on 26 October 2020. The mandate of Ms Laurence Gacoin (COO and Executive Director) ended on 31 October 2020 following her voluntary departure as COO of Aedifica.

Aedifica takes into account various diversity aspects (such as gender, age, professional background, international experience, etc.) for the composition of its Board of Directors and its Executive Committee, in accordance with the Law of 3 September 2017 on the publication of non-financial information and information on diversity by certain large companies and groups. Further information can be found in section 5 of this corporate governance statement.

MR SERGE WIBAUT

Chair - Independent Director Belgian - 18.08.1957

Serge Wibaut obtained a Master's degree and a PhD in Economic Sciences from UCLouvain.

Over the past 25 years, he has taught economics and finance at various universities, both in Belgium and abroad. From 1996 to 1998, he was a financial adviser to then-Finance Minister, Philippe Maystadt.

In 2000, Serge Wibaut started at Axa Belgium as Chief Investment Officer. A few years later he became CEO of Axa Bank. In 2005, he was appointed Chief Investment Officer for Northern and Central Europe. He was also a member of the Euronext Advisory Board from 2001 to 2005. After leaving Axa in 2008, Serge Wibaut became a director at various European financial institutions and investment companies. He also became a member of various investment committees.

Serge Wibaut has been a member of Aedifica's Board of Directors since 23 October 2015. He has been Chair of the Board of Directors since 2016. He is also a member of the Audit and Risk Committee and of the Investment Committee. His mandate runs until the Ordinary General Meeting of May 2021.

Other active mandates: Securex Assurance, Cigna Life Insurance Company of Europe NV, Reacfin NV, Scottish Widows Europe.

Mandates expired during the last 5 years: ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA.

Number of Aedifica shares: 200

MR STEFAAN GIELENS, MRICS

Managing Director Chief Executive Officer - Executive Manager Belgian - 21.10.1965

Stefaan Gielens holds a Master's in Law and a postgraduate degree in real estate science from KU Leuven.

From 1989 to 1994, he was a lawyer at the Brussels Bar. In 1994, he started working for Immolease NV/SA, a company within the current KBC group. Until 2005, he held various positions within KBC Group, such as transaction manager, secretary general of the Almafin Group, managing director of Almafin Real Estate NV/SA, director of ImmoleaseTrust NV/SA (a company that issues private, public and listed property certificates) and head of the property management of KBC Bank and KBC Real Estate.

In early 2006, he began his career at Aedifica as Chief Executive Officer. Under his leadership, Aedifica grew from a small start-up to an international pure-play healthcare real estate investor active in seven countries and included in the BEL20 (the reference index of Euronext Brussels). Stefaan Gielens joined Aedifica's Board of Directors in 2006 as Managing Director. In that capacity, he not only monitors the Group's general activities, but is also the driving force behind the Group's strategy and internationalisation. He is a member of the Investment Committee and chairs the Executive Committee. He is also a Director of several of Aedifica's subsidiaries. His mandate runs until the Ordinary General Meeting of May 2021.

Other active mandates: Director of Happy Affairs BV and as permanent representative of Happy Affairs BV, director in Antemm NV/SA.

Mandates expired during the last 5 years: Director of Immobe NV/ SA and Forum Estates NV/SA.

Number of Aedifica shares: 12,709

MR JEAN FRANKEN

Independent Director Belgian - 2.10.1948

Jean Franken obtained a Master's degree in Civil Engineering from UCLouvain.

During his forty-year professional career, he gained extensive experience in the real estate sector, ranging from construction through project development to real estate portfolio management. After completing his studies, he began his career as an engineer at the NMBS. From 1973 to 1977, he was responsible for building office and apartment buildings as project manager at a branch of the Blaton group. Jean Franken then joined Igopex (a development company), where he was CEO until 1990. After five years at the head of Prifast, a subsidiary of a Swedish real estate group, he was Chief Operating Officer at Cofinimmo (a Belgian RREC) from 1997 to 2011.

Jean Franken has been a member of Aedifica's Board of Directors since 1 July 2013. He is Chair of the Investment Committee and a member of Aedifica's Nomination and Remuneration Committee. His mandate runs until the Ordinary General Meeting of May 2022.

Other active mandates: /

Mandates expired during the last 5 years: Director of Immobe NV/SA.

Number of Aedifica shares: 1,200

MS KATRIEN KESTELOOT

Independent Director, responsible for internal audit Belgian - 28.07.1962

Katrien Kesteloot obtained a Master's degree and a PhD in Economic Sciences from KU Leuven.

She has been the Financial Director (CFO) of UZ Leuven, Belgium's largest university hospital, since 2002. She is also a member of KU Leuven's Treasury & Investment Committee. Since 1990, she has gained extensive experience in the various aspects of healthcare funding as a full professor at the Faculty of Medicine and a member of the Financing and Healthcare Policy Organisation Research Unit at KU Leuven. In addition to her academic career at KU Leuven, Katrien Kesteloot is also Chair of the Board of Directors and a member of the Audit Committee of Emmaüs VZW/ASBL, a non-profit network of 24 facilities providing various types of care. She was also an expert adviser in hospital funding at the Belgian Ministry of Social Affairs and Public Health (December 2014 - September 2020).

Katrien Kesteloot has been a member of Aedifica's Board of Directors since 23 October 2015. She is a member of Aedifica's Audit and Risk Committee. Her mandate runs until the Ordinary General Meeting of May 2021.

Other active mandates: CFO University Hospitals Leuven, director of Hospex NV,/SA, VZW/ASBL Faculty Club KU Leuven and Rond VZW/ASBL, Chair of the Board of Directors and member of the Audit Committee of Emmaüs VZW/ASBL, member of the Treasury & Investment Committee UZL/LRD/KU Leuven.

Mandates expired during the last 5 years: PhD in Economic Sciences and academic career at KU Leuven, member of various advisory bodies in the Flemish and Federal authorities, expert adviser in hospital funding at the Ministry of Social Affairs and Public Health. Professor at KU Leuven.

Number of Aedifica shares: 0

MS ELISABETH MAY-ROBERTI

Independent Director Belgian - 17.11.1963

Elisabeth May-Roberti obtained a Master's degree in Philosophy from UCL, a Master's degree in Law from the University of Liège and a Master's degree in Finance from Solvay Business School. She also completed a special year's study in philosophy in Germany and a special Master's degree in Notarial Law from the Université Libre de Bruxelles.

From 1993 to 2001, she worked as a lawyer in a notary's office. Since 2001, she has been Secretary General - General Counsel of the Interparking Group (AG Insurance). She is also a director of various Interparking branches in Belgium and abroad (Germany, France, Italy, Spain and the Netherlands). She is also a member of the Supervisory Board of DB Bahnpark, a joint venture with Deutsche Bahn.

Elisabeth May-Roberti has been a member of Aedifica's Board of Directors since 23 October 2015. She chairs the Nomination and Remuneration Committee. Her mandate runs until the Ordinary General Meeting of May 2021.

Other active mandates: various positions and mandates within the Interparking Group.

Mandates expired during the last 5 years: Uniparc Nederland BV.

Number of Aedifica shares: 216

MR LUC PLASMAN

Independent Director Belgian - 15.10.1953

Luc Plasman obtained a Master's degree in Civil Chemical Engineering from KU Leuven.

He started his professional career at a Belgian engineering firm, after which he worked for real estate development companies specialising in commercial and residential real estate. In 1997, he became CEO of ING Real Estate Development Belgium. After 13 years of experience at ING, from 2011 to 2016 Luc Plasman was CEO of Wereldhave Belgium, a RREC specialised in investments in Belgian commercial real estate. Since 2016, he has been Managing Director of BLSC, an organisation that represents the interests of retail and retail real estate companies. He is also a director of Vana Real Estate NV/SA.

Luc Plasman has been a member of Aedifica's Board of Directors since 27 October 2017. He is a member of Aedifica's Investment Committee and the Nomination and Remuneration Committee. His mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: Director of Vana Real Estate NV/SA, Business Manager of Elpee BV and Secretary General of BLSC.

Mandates expired during the last 5 years: various mandates within the Wereldhave Belgium Group, Managing Director of Immo Guwy NV/SA and Chair of BLSC.

Number of Aedifica shares: 418

MS MARLEEN WILLEKENS

Independent Director Belgian - 19.10.1965

Marleen Willekens obtained a Master's degree in Business Economics from Ghent University, followed by a PhD in Business and Industrial Sciences from Warwick Business School in the United Kingdom.

She began her career in 1995 at KU Leuven as a professor of accounting and auditing. During her academic career, Marleen Willekens taught at various schools and universities across Europe. She is currently professor of accounting and auditing at KU Leuven (Belgium) and a part-time research professor of auditing at the BI Norwegian Business School in Oslo (Norway).

Marleen Willekens has been a member of Aedifica's Board of Directors since 27 October 2017. She is Chair of Aedifica's Audit and Risk Committee. She is also an independent director and Chair of the Audit Committee of Intervest NV. Her mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: Professor at KU Leuven, part-time research professor at BI Norwegian Business School, independent director and Chair of the Audit Committee of Intervest NV/SA.

Mandates expired during the last 5 years: various mandates at KU Leuven and BI Norwegian Business School and Chair of the Competence Examination Jury of the Institute of Registered Auditors.

Number of Aedifica shares: 0

MR PERTTI HUUSKONEN

Independent Director Finnish - 02.08.1956

Pertti Huuskonen obtained a Master of Science and a Master of Business Administration from the University of Oulu.

Since 2011, Pertti Huuskonen has been an independent non-executive director on the Board of Hoivatilat (the Finnish healthcare real estate investor acquired by Aedifica in 2020), of which he was Chair from 2011 to 2020, and of which he is currently Vice Chair. In addition to his independent directorship at Hoivatilat, Pertti Huuskonen has been CEO of Lunacon Oy, a private company that advises and invests fast-growing companies in Finland and the Baltic States, since 2011. He is also (Non-Executive) Vice Chair of the Board of Directors of A. Ahlstrom Real Estate (a private real estate and forestry investor) and Chair of the Board of Directors of Avain Yhtiöt (a residential development and investment company). From 1985 to 2008, Pertti Huuskonen was CEO of Technopolis Plc (at the time a Finnish listed real estate investor specialising in offices and co-working spaces), after which he was Chair of the Board until 2012. In 2013, he joined the Board of the Lehto Group, a Finnish listed construction company, which he chaired from 2014 to 2018. From 2012 to 2019, he was also a member of the Board of the listed Estonian company AS Pro Kapital Group, active in residential and retail real estate development. In addition, he served as (non-executive) Vice Chairman of KPY Novapolis (a private real estate development investor) from 2019 to 2020. Pertti Huuskonen also worked from 2011 to 2019 as an academic adviser and lecturer at the Oulu Business School of the University of Oulu.

Pertti Huuskonen has been a member of Aedifica's Board of Directors since 8 June 2020. His mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: Chair of the Board of Directors and CEO of Lunacon Oy, Vice Chair of the Board of Directors of Ahlström Kiinteistöt Oy and Hoivatilat and Chair of the Board of Directors of Avain Yhtiöt.

Mandates expired during the last 5 years: Chair of the Board of Directors of Lehto Group Oy and of Partnera Oy, Vice Chair of the Board of Directors of KPY Novapolis Oy, member of the Board of Directors of Pro Kapital Group AS and of Kaleva Kustannus Oy.

Number of Aedifica shares: 660

MR SVEN BOGAERTS

Executive Director Chief Mergers & Acquisitions Officer - Chief Legal Officer - Executive Manager Belgian - 9.12.1977

Sven Bogaerts obtained a Master's degree in Law from KU Leuven and a Master's degree in Taxation from Ghent University.

Before joining Aedifica, he gained 14 years' experience at the law firm Eubelius, where he had been a lawyer since 2002 and became an associate partner in 2011. As a lawyer, he specialised in business real estate transactions, RREC regulation and property regulation in general. He was also a part-time assistant at KU Leuven's Jan Ronse Institute for Company Law from 2008 to 2013.

In June 2016, he joined Aedifica as an international M&A Manager to coordinate international transactions and the expansion of the Group. Since 1 October 2017, he has been responsible for the Group's Legal Department and its national and international M&A activities first as Aedifica's Chief M&A Officer and then as Chief Legal & M&A Officer. Sven Bogaerts has been a member of Aedifica's Board of Directors since 8 June 2020. He is also a member of Aedifica's executive management and he is a Director of various Aedifica subsidiaries. His mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: /

Mandates expired during the last 5 years: Director of Immobe NV/SA.

Number of Aedifica shares: 2,796

MS INGRID DAERDEN

Executive Director Chief Financial Officer - Executive Manager Belgian - 12.01.1974

Ingrid Daerden holds a Master's degree in Commercial Engineering from KU Leuven.

She began her career at ING Belgium, where she gained 10 years of experience in real estate financing. From 2008 to 2016 she worked at Cofinimmo (a Belgian RREC) as Investor Relations Manager and then as Head of Treasury & Project Finance. Before Ingrid Daerden joined the Aedifica team in 2018 as Chief Financial Officer, she was CFO of OTN Systems, a company specialising in international telecommunication networks.

On 1 September 2018, she joined Aedifica as Chief Financial Officer and is responsible for the financial activities of the Group. Ingrid Daerden was also appointed risk manager and has been a member of Aedifica's Board of Directors since 8 June 2020. She is also part of Aedifica's executive management and is also a Director of several of Aedifica's subsidiaries. Her mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: /

Mandates expired during the last 5 years: Director and business manager of JIND BV (the company was dissolved and liquidated), director of Immobe NV/SA; various positions and mandates within the Cofinimmo Group and the OTN Systems Group.

Number of Aedifica shares: 2,394

MR CHARLES-ANTOINE VAN AELST

Executive Director Chief Investment Officer - Executive Manager Belgian - 11.02.1986

Charles-Antoine Van Aelst holds a Master's degree in Applied Economic Sciences from the University of Antwerp, a Master's degree in Financial Management from Vlerick Management School and a postgraduate degree in real estate science from KU Leuven.

In 2008, he began his career at Aedifica as a Corporate Analyst, where he was also responsible for Investor Relations. He later became Investment Manager (2011) and Investment Officer (2016). Since 1 October 2017, he has been responsible for the Group's investment activities as Aedifica's Chief Investment Officer. Charles-Antoine Van Aelst has been a member of Aedifica's Board of Directors since 8 June 2020. He is also a member of Aedifica's executive management and he is a Director of various Aedifica subsidiaries as well. His mandate runs until the Ordinary General Meeting of May 2023.

Other active mandates: Director of Immobe NV/SA and Davidis NV/SA.

Mandates expired during the last 5 years: /

Number of Aedifica shares: 2,700

5.2 MANDATES THAT EXPIRE AT THE ORDINARY GENERAL MEETING

The Director's mandate of Mr Wibaut, Mr Gielens, Ms Kesteloot and Ms May-Roberti will expire immediately after the Ordinary General Meeting of 11 May 2021. At that Ordinary General Meeting, it will be proposed that their mandates be renewed.

In the event that they are appointed by the General Meeting and approved by the FSMA, Mr Wibaut, Ms Kesteloot and Ms May-Roberti on the one hand, and Mr Gielens on the other, will sit on the Board of Directors as independent non-executive Directors and executive Director respectively until the end of the Ordinary General Meeting of 2024.

5.3 ROLE AND RESPONSIBILITY OF THE BOARD OF DIRECTORS

The Board of Directors aims to achieve sustainable value creation for Aedifica's shareholders and other stakeholders by defining the Company's strategy and policy and developing entrepreneurial, responsible and ethical leadership that can implement this strategy and policy within a framework that enables effective control and risk management.

5.4 ACTIVITY REPORT OF THE BOARD OF DIRECTORS

During the extended 2019/2020 financial year, the Board of Directors met 24 times over the 18-month period.

In addition to the usual recurring topics (in particular operational and financial reporting, communication policy, strategy and investment policy), the Board of Directors also met to discuss (among other things) the following topics:

  • Strategy:
  • the strategy and development of the company;
  • the voluntary public offering for Finnish listed sector partner Hoivatilat Oy.

– Operational:

  • Covid-19 crisis and impact on the portfolio .
  • Investment properties:
  • analysis and approval of investment, divestment and development/redevelopment dossiers;
  • acquisition of healthcare real estate in new markets.
  • Financial:
  • the extension of the financial year in order to optimise the Group's internal audit processes;
  • the capital increase via an accelerated bookbuild (ABB) within the scope of the authorised capital;
  • the capital increase via public rights issue within the scope of the authorised capital;
  • two capital increases via a contribution in kind to the acquisition of real estate within the scope of the authorised capital.

RIGHT HAUS ZUR ALTEN BERUFSSCHULE – CARE HOME IN ZSCHOPAU (DE)

– Governance:

  • the most appropriate governance model for Aedifica;
  • the revision of the Corporate Governance Charter following the entry into force of the BCCA and the CG Code 2020 and the choice of a monistic governance model;
  • evaluation of the Executive Committee, determination of its objectives, fixed and variable remuneration;
  • composition of the Board of Directors and the Executive Committee.
  • Personnel:
  • internal organisation of the Company and development of the organisational structure across the various countries in which the Aedifica Group operates.
  • Internal control:
  • the organisation and activities of internal control (compliance, risk management and internal audit function).
  • ESG:
  • 2019 sustainability report and the sustainability action plan.

5.5 COMMITTEES OF THE BOARD OF DIRECTORS

Three specialised committees were established within the Board of Directors: an Audit and Risk Committee, a Nomination and Remuneration Committee and an Investment Committee, which assist and advise the Board of Directors in their specific areas. These committees do not have decision-making authority, but form an advisory body and report to the Board of Directors, which then makes the decisions.

All committees are eligible to invite members of the Executive Committee as well as executive and management staff to attend committee meetings and to provide relevant information and insights related to their area of responsibility. Moreover, each committee is entitled to speak to any relevant person without a member of the Executive Committee being present.

Each committee can also, at the Company's expense, seek external professional advice on topics falling under the specific powers of the committee. However, the Chair of the Board of Directors must be informed of this in advance and with due regard at all times given the financial consequences for the Company. After each committee meeting, the Board of Directors receives a report on the findings and recommendations of the relevant committee as well as oral feedback at a subsequent board meeting.

Audit and Risk Committee

As at 31 December 2020, the Audit and Risk Committee consists of three independent Directors: Ms Willekens (Chair of the Audit and Risk Committee), Ms Kesteloot and Mr Wibaut. Although the CEO and the CFO are not part of the Audit and Risk Committee, they attend the meetings.

The current composition of the Audit and Risk Committee and the tasks entrusted to the committee satisfy the conditions imposed by the Law of 17 December 2008 on the establishment of an audit committee within listed and financial companies. Aedifica's independent Directors satisfy the criteria set out in Article 7:87 BCCA and Article 3.5 of the CG Code 2020. Moreover, all members of the Audit and Risk Committee have the necessary accounting and audit competence, both due to their level of education and their experience in this matter.

The Audit and Risk Committee assists the Board of Directors in fulfilling its monitoring responsibilities for control purposes in the broadest sense.

In general and without prejudice to the organisation of the internal audit function referred to in Article 17 of the RREC Law, the Audit and Risk Committee ensures the internal audit of the Company. The specific tasks of the Audit and Risk Committee may evolve depending on the circumstances.

In carrying out its task, the Audit and Risk Committee's main duties are:

  • monitoring the financial reporting process;
  • monitoring the effectiveness of the internal control and risk management systems;
  • monitoring internal audit and its effectiveness;
  • monitoring the statutory audit of the annual accounts and the consolidated annual accounts, including monitoring of questions and recommendations formulated by the statutory auditor;
  • external audit, including the assessment and monitoring of the auditor's independence.

The Audit and Risk Committee reports regularly to the Board of Directors on the performance of its duties and in any event when the Board of Directors draws up the annual accounts, consolidated accounts and condensed financial statements intended for publication.

The committee met eight times during the extended 2019/2020 financial year. The auditor of the Company was heard three times by the Audit and Risk Committee during the financial year.

The task of the Audit and Risk Committee is to monitor the accuracy and veracity of the reporting of the annual and six-monthly accounts, the quality of the internal and external control and the information provided to shareholders and the market. The main points discussed during the extended 2019/2020 financial year were:

  • quarterly review of the accounts, periodic press releases and financial reports;
  • examination, together with the Executive Managers, of internal management procedures and independent control functions;
  • monitoring of normative and legal developments;
  • discussion of the internal audit report.

Nomination and Remuneration Committee

As at 31 December 2020, the Nomination and Remuneration Committee consists of three independent Directors: Ms May-Roberti (Chair of the Nomination and Remuneration Committee), Mr Franken and Mr Plasman. Although Mr Wibaut (Chair of the Board of Directors) and Mr Gielens (CEO) are not part of this committee, both are invited to participate to some extent in certain meetings of the committee, depending on the topics being discussed.

The current composition of the Nomination and Remuneration Committee and the tasks entrusted to the committee meet the conditions imposed by the Law of 6 April 2010. The Nomination and Remuneration Committee consists entirely of independent Directors within the meaning of Article 7:87 BCCA and Article 3.5 of the CG Code 2020, and has the required expertise in terms of remuneration policy.

The task of the Nomination and Remuneration Committee is to assist the Board of Directors by:

  • making recommendations in all matters relating to the composition of the Board of Directors and its committees and of the Executive Committee;
  • assisting in the selection, evaluation and appointment of the members of the Board of Directors and its committees and of the Executive Committee;
  • assisting the Chair of the Board of Directors in evaluating the performance of the Board of Directors, its committees and the Executive Committee;
  • drawing up the remuneration policy and the remuneration report; and
  • making recommendations on the remuneration of Directors and members of the Executive Committee, including variable remuneration and long-term incentives, whether linked or not to to shares (in the form of share options or other financial instruments), and severance payments.

During the extended 2019/2020 financial year, the committee met 13 times, mainly to discuss the following points:

  • composition and evaluation of the Board of Directors;
  • composition and evaluation of the members of the Executive Committee and their remuneration, including the granting of variable remuneration for the extended 2019/2020 financial year;
  • preparation of the remuneration policy and the remuneration report;
  • amendments to the remuneration policy for the members of the Executive Committee in order to better link the remuneration with the long-term interests of the Company;
  • recruitment of a new COO; and
  • organisation of the Company.

Investment Committee

As at 31 December 2020, the Investment Committee consisted of three independent Directors and one executive Director: Mr Franken (Chair of the Investment Committee), Mr Wibaut, Mr Plasman and Mr Gielens.

The Investment Committee is an advisory committee, the task of which consists of advising the Board of Directors on investments and divestments that the Executive Committee submits to the Board of Directors.

The intention in setting up the Investment Committee is to speed up the Company's decision-making process regarding investment and divestment dossiers.

During the extended 2019/2020 financial year, the committee met 10 times to analyse and evaluate numerous investment opportunities. Additionally, the members of the committee regularly consulted informally (electronically or by telephone) when a formal meeting was not necessary.

5.6 ATTENDANCE OF DIRECTORS AND REMUNERATION OF NON-EXECUTIVE DIRECTORS

More information on the attendance of Directors and the remuneration of non-executive Directors can be found in the remuneration policy (see page 133) and the remuneration report (see page 140).

5.7 EXECUTIVE COMMITTEE AND EXECUTIVE MANAGERS

By decision of the Extraordinary General Meeting of 8 June 2020, the Management Committee was abolished and replaced by an Executive Committee with the same composition (see above).

Composition

The Executive Committee is composed of the following persons, who are also all Executive Managers in the sense of the RREC Law.

Name Position Start of
mandate
Stefaan Chief Executive Officer 1 February
Gielens (CEO) 2006
Ingrid Chief Financial Officer 1 September
Daerden (CFO) 2018
Raoul Chief Operating Officer 1 March
Thomassen (COO) 2021
Charles-Antoine Chief Investment Officer 1 October
Van Aelst (CIO) 2017
Sven
Bogaerts
Chief Legal Officer/Chief
Mergers & Acquisitions
Officer (CLO/CM&AO)
1 October
2017

MR STEFAAN GIELENS, MRICS

Chief Executive Officer - Executive Manager Belgian - 21.10.1965

Stefaan Gielens is CEO and chairs the Executive Committee. In that capacity, he monitors the Group's general activities and is also the driving force behind the Group's strategy and internationalisation. He is a Managing Director, member of the Investment Committee and is also a Director of several of Aedifica's subsidiaries. His mandate as CEO is of indefinite duration.

MS INGRID DAERDEN

Chief Financial Officer - Executive Manager Belgian - 12.01.1974

As Chief Financial Officer, Ingrid Daerden is responsible for the financial activities of the Group. She is a member of Aedifica's Executive Committee and risk manager. She is also a Director of Aedifica and several of Aedifica's subsidiaries. Her mandate as CFO is of indefinite duration.

MR SVEN BOGAERTS

Chief Mergers & Acquisitions Officer - Chief Legal Officer - Executive Manager Belgian - 9.12.1977

As Chief Legal and M&A Officer, Sven Bogaerts is responsible for the Group's Legal Department and its national and international M&A activities. He is a member of Aedifica's Executive Committee and he is also a Director of Aedifica and several Aedifica subsidiaries. His mandate as CLO/CM&AO is of indefinite duration.

MR CHARLES-ANTOINE VAN AELST

Chief Investment Officer - Executive Manager Belgian - 11.02.1986

As Chief Investment Officer, Charles-Antoine Van Aelst is responsible for the Group's investment activities. He is a member of Aedifica's Executive Committee and is also a Director of Aedifica and several Aedifica subsidiaries. His mandate as CIO is of indefinite duration.

MR RAOUL THOMASSEN

Chief Operating Officer - Executive Manager Dutch - 01.10.1974

Raoul Thomassen obtained a master's degree in Business Economics at the University of Maastricht.

He started his professional career at Hollandsche Beton Group NV (HBG). From 2003 to 2005, he accumulated experience as a financial controller at the listed construction and project development company BAM Group. In 2005, he moved to the retail property sector. At Rodamco Europe, he initially worked as Business Controller Retail Management and, after the merger with Unibail, as Group Operating Manager. Raoul then worked for nine years as Head of Operations and Deputy COO, respectively, at Atrium European Real Estate, a listed developer, property manager and operator of retail properties in Central and Eastern Europe. At Atrium, he was responsible for the group's operational processes and led local teams in seven countries. Before Raoul strengthened the Aedifica team as COO, he was Group Director Operations at Multi Corporation, a subsidiary of Blackstone, which manages retail properties in 14 countries.

Raoul Thomassen is a member of the Executive Committee. His mandate as COO is of indefinite duration.

Other active mandates: Director of Profin Green Iberia NL BV, director of Profin Green Iberia NL BV in Profin Green Iberia ES SL

Mandates expired during the last 5 years: Chair of ICSC Europe Retail Asset Management Committee

Number of Aedifica shares: 0

The members of the Executive Committee are appointed by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

ABOVE EXECITIVE COMMITTEE (FROM LEFT TO RIGHT) – CHARLES-ANTOINE VAN AELST, RAOUL THOMASSEN, STEFAAN GIELENS, INGRID DAERDEN & SVEN BOGAERTS

Remuneration

More information on the remuneration of the members of the Executive Committee can be found in the remuneration policy (see page 133 and the remuneration report (see page 140).

Role and responsibilities of the Executive Committee

The role of the Executive Committee consists primarily of overseeing the day-to-day management of Aedifica, in accordance with the values, strategy and policy guidelines determined by the Board of Directors, organising and managing supporting functions, proposing strategy to the Board of Directors, examining and (within the delegated powers) deciding on investments and divestments, general management of the real estate portfolio, and preparation of the financial statements and all operational reporting.

In accordance with Article 16 of the Company's Articles of Association, the Board of Directors delegated to the Executive Committee special limited decision-making and representation powers to allow it to fulfil its role.

For the division of powers between the Executive Committee and the Board of Directors and for the other aspects of the operation of the Executive Committee, please refer to Aedifica's Corporate Governance Charter (version dated 18 June 2020), which is available on the website (www.aedifica.eu).

6. DIVERSITY POLICY

Aedifica's Board of Directors strongly believes that diversity (based on, among other things, gender, age, professional background, nationality, culture, etc.), equality of opportunity and respect for human capital form the basis of the proper functioning of the Group at all levels. These values enrich the Company's vision, exchange of views and internal dynamics and thus contribute to Aedifica's growth.

Aedifica takes diversity into account when appointing and renewing Directors' mandates and designating members of the specialised committees and the Executive Committee. This attention to diversity in all its aspects means that there is not so much focus on one aspect of diversity, but always on the complementarity of competences, national and international experience, personalities and profiles in the composition of these bodies, in addition to the expertise and integrity required for the performance of these functions. This objective is put into practice by the Board of Directors by evaluating the existing and required competences, knowledge and experience prior to each appointment.

The result of Aedifica's special attention to diversity is reflected in the composition of the Board of Directors and the Executive Committee, which shows diversity in terms of both gender and nationality. Pursuant to Article 7:86 BCCA, at least one third of the members of the Board of Directors are of a different gender from the other members. This legal rule does not apply to the Executive Committee; nevertheless, the Company also strives for gender diversity in the composition of the Executive Committee (see diagram). The precise gender makeup fluctuates over time as positions become vacant and given the complementarity between different members and the Company's attention to various types of diversity (of which gender is one). In addition to gender diversity and the growing focus on the international composition of the Board of Directors and the Executive Committee, the Group ensures that its diversity principles regarding age and professional background are also reflected in the composition of the Board of Directors and the Executive Committee. Both governing bodies are composed of members of different ages with complementary backgrounds, professional experiences and competences (descriptions of the members of the Board of Directors and the Executive Committee can be found in sections 5.1 and 5.7 above).

Aedifica is convinced that diversity principles are not limited to the Board of Directors or the Executive Committee alone. In addition to the diversity criteria required by law, the Group also takes diversity in all its forms into account when selecting its country managers and employees, who form a complementary team with good variation in terms of gender (see diagram), age, education, cultural background, etc. This stimulates internal creativity and ensures a good mix of experience and innovation. Further information on Aedifica's employees can be found in the 'Corporate Social Responsibility' chapter on page 164.

7. EVALUATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Under the leadership of its Chair, the Board of Directors regularly (and at least every three years) evaluates its size, composition, performance and that of its committees.

This evaluation has four objectives:

  • to assess the functioning of the Board of Directors and its committees;
  • to check whether important subjects are thoroughly prepared and discussed;
  • to assess each Director's actual contribution on the basis of his or her attendance at meetings of the Board of Directors and committees and his or her constructive contribution to the discussions and decision-making;
  • to assess whether the current composition of the Board of Directors and committees is in line with the needs of the Group.

In addition, every five years the Board of Directors evaluates whether the current monistic governance structure of the Company remains appropriate.

The Board of Directors is assisted in this evaluation by the Nomination and Remuneration Committee and, if necessary, by external experts.

The contribution of each Director is regularly evaluated so that the composition of the Board of Directors can, if necessary, be adapted to any changed circumstances. In the event of a reappointment, the contribution and performance of the Director are evaluated on the basis of a predetermined and transparent procedure. The Board of Directors ensures that there are appropriate plans for monitoring the Directors and ensures that the balance of competences and experience in the Board of Directors is maintained in all appointments and reappointments (of both executive and non-executive Directors).

Non-executive Directors regularly evaluate their interaction with the Executive Committee. To this end, they meet at least once a year without the members of the Executive Committee.

8. REMUNERATION POLICY

Aedifica's remuneration policy is developed for the members of the Board of Directors and the members of the Executive Committee. It is applicable as from 1 January 2021, (financial year 2021), subject to approval by the Ordinary General Meeting of the Company to be held on 11 May 2021.

This remuneration policy is prepared taking into account the current legislation, the Corporate Governance Code 2020 and market practices and trends.

The general objective of the remuneration policy is to attract and retain the necessary leadership that can best support Aedifica in its mission to offer sustainable real estate solutions to professional operators whose core activity is to provide care to people with care needs throughout Europe. In doing so it aims to create sustainable value for the Company's shareholders, its other stakeholders and society in general.

The remuneration policy of the Non-Executive Directors is straightforward, cash-based and simple. It intends to reward these members of the Board of Directors appropriately for their work based on market-competitive fee levels, whilst also strengthening the link with the Company's strategy, long-term interest and sustainability by requiring the Non-Executive Directors to hold Company shares over the term of their mandate until after their mandate expires.

The main principles underlying Aedifica's remuneration policy for the members of its Executive Committee are based on a balanced approach between market competitive standards, the ratio between fixed and variable pay and the economic and social contribution of the Company linked to certain non-financial parameters of the variable pay:

  • compensation at market-competitive levels (considering both fixed and variable components of remuneration), achieved by benchmarking against a market peer group;
  • pay-for-performance that drives financial and non-financial performance and generates long-term sustainable and profitable growth. The remuneration target aims for 55% of total compensation in base salary and 45% in short- and long-term variable compensation in order to maintain a strong alignment with the Company's financial performance goals, its long-term value creation strategy and risk tolerance. Short- and long-term variable remuneration are weighted equally (50/50);
  • differentiation based on experience and responsibility, such that the compensation of individual members of the Executive Committee is aligned with their respective responsibilities, relevant experience, required competencies and performance;
  • balancing all stakeholders' interests, with due consideration to shareholder and societal views, by complying with best practices in corporate governance, defining targets for the variable compensation plans based on financial and non-financial targets and a transparent, simple and clear remuneration policy.

This remuneration policy will be submitted to the General Meeting for approval whenever material changes are proposed and, in any event, at least every four years.

8.1 REMUNERATION POLICY FOR DIRECTORS

The Board of Directors of Aedifica is composed of Non-Executive and Executive Directors. The Executive Directors are only remunerated in their capacity as member of the Executive Committee (as described below under section 2). The Executive Directors do not receive any remuneration in their role as Board member.

The remuneration policy for the Non-Executive Directors is described hereafter. It aims to attract, retain and fairly compensate Directors with the required background, independence from management, skills and experience to pursue the Company's strategy and long-term goals.

8.1.1 Structure of the remuneration

The remuneration of the Non-Executive Directors consists exclusively of a fixed annual remuneration and attendance fees for each meeting attended.

All Non-Executive Directors receive:

  • (i) equal fixed annual remuneration with the exception of the Chair of the Board of Directors who receives an increased fixed annual remuneration in view of his/her responsibilities and additional time expenditure; and
  • (ii) an equal attendance fee for each meeting of the Board of Directors.

The Non-Executive Directors who sit on the Committees set up within the Board of Directors (Audit and Risk Committee, Nomination and Remuneration Committee and Investment Committee) each receive additionally an equal attendance fee per meeting of the Committee concerned.

Committee members do not receive any additional fixed remuneration for their Committee membership, with the exception of:

  • (i) Committee Chairs, in view of his/her additional responsibilities as Chair and extra time he/she must devote to his/her function;
  • (ii) Non-Executive Directors sitting on the Audit and Risk Committee, taking into account the pre-determined recurring nature of the meetings of this Committee.

Non-Executive Directors do not receive any performance-based remuneration (such as bonuses, share-related long-term incentive schemes or other forms of variable remuneration), nor do they receive any benefits in kind or benefits linked to pension schemes.

The costs incurred by Non-Executive Directors in the context of special assignments entrusted to them by the Company, as well as for the needs of their position, are borne by the Company, upon presentation of supporting documentation.

Reasonable travel expenses incurred by Non-Executive Directors residing outside Belgium in order to participate in in-person meetings of the Board of Directors are reimbursed upon presentation of supporting documentation.

The Board of Directors can decide on a case-by-case basis that Non-Executive Directors who attend meetings of the Board of Directors in a country other than their country of residence are additionally eligible to receive a special travel allowance of €300 to cover their travel time, which ensures that international candidates can also be attracted to fulfil a Board mandate with Aedifica.

8.1.2 Share Ownership Requirement

Aedifica does not directly reward shares to the Non-Executive Directors as a form of remuneration. That being said and in order to comply with the spirit of principle 7.6 of the 2020 Corporate Governance Code, each year the Non-Executive Directors are required to register a number of shares equivalent to 10% of their gross annual fixed remuneration as member of the Board of Directors in the Company's share register.

To facilitate the practical application of this rule, the number of shares to be registered in the Company's share register will be set annually for each Non-Executive Director at the beginning of the year, based on the average stock market price for the month December in the previous year.

These shares should be held in registered form until at least one year after the Non-Executive Director leaves the Board of Directors and, in any case, for at least three years after the shares have been registered. The dividends attached to these shares are paid at the same time as for the other shareholders.

8.1.3 Main features of the contracts between the Company and the Non-Executive Board members

The Non-Executive Directors are appointed by the General Meeting for a maximum period of three years. The Non-Executive Directors exercise their mandate on a self-employed basis. Their mandate can be terminated at any time by the General Meeting without notice or compensation.

8.2 REMUNERATION POLICY FOR THE MEMBERS OF THE EXECUTIVE COMMITTEE

8.2.1 Structure of the remuneration

The total remuneration of the members of the Executive Committee consists of the following elements:

8.2.1.1 Fixed remuneration

The amount of fixed remuneration for the members of the Executive Committee is determined taking into account their individual responsibilities, skills and performance.

The fixed remuneration constitutes a cash payment which is granted regardless of the Company's result.

The amount of annual fixed remuneration is laid down in the individual management agreements established by the Company with the relevant member of the Executive Committee. This amount is paid in cash, indexed annually, and subject to local tax and social security regulations.

ABOVE RICHMOND MANOR – CARE HOME IN AMPTHILL (UK)

LEFT KEMPELEEN IHMEMAANTIE – CARE HOME IN KEMPELE (FI)

For the members of the Executive Committee who are also a member of the Board of Directors, the fixed remuneration also includes performance of their duties in the capacity of Director, and participation in the meetings of the Board of Directors and the various Committees, as required.

8.2.1.2 Variable remuneration

The management agreements are annually supplemented with an addendum in which the criteria for awarding the variable remuneration are defined.

Prior to the start of the performance year, the Board of Directors may decide to pay additional monthly contributions into an individual pension plan for the members of the Executive Committee. At the end of the performance year, the total amount of the aforementioned additional monthly pension contributions will be offset against the value of the variable remuneration related to that same performance year. Only if the value of the variable remuneration related to that same performance year exceeds the total amount of the additional monthly pension contributions, will the positive difference be paid.

Annual Bonus (Short-term incentive)

All members of the Executive Committee are entitled to an annual bonus subject to the realisation of both collective and personal objectives, based on the provisions described hereafter.

For all members of the Executive Committee, the target bonus for performance is equal to 40% of fixed annual remuneration. For actual performance below the defined threshold, no bonus is due. Moreover, the actual bonus is capped at a maximum of 50% of annual fixed remuneration paid for performance at, or in excess of the maximum recognized performance level. The aggregate annual bonus will thus vary between 0% and 50% of the fixed annual remuneration, depending on the realisation of the performance targets. The targets, thresholds and maximum performance levels are determined each year at the beginning of the annual performance cycle.

The actual bonus earned is determined based on the following balanced mix of collective and personal, financial and non-financial key performance indicators (KPIs) and their corresponding weighting factors (% weight shown in brackets):

Collective KPIs (85%) Personal KPIs (15%)
EPS (70%) Operating
margin (15%)
Personal targets
supporting the Company's
strategic imperatives

The results in terms of actual performance versus the performance targets, are validated by the Audit and Risk Committee before final approval by the Board of Directors.

The bonus is paid out in cash at the beginning of the year following the performance cycle, subject to applicable tax and social security regulations.

Long-term Incentive

Each year, all members of the Executive Committee are entitled to a long-term incentive award that is granted conditionally, the vesting of which is contingent on the realisation of key performance indicators (KPIs) over a period of three years (the performance cycle).

For all members of the Executive Committee, the target incentive award for performance is equal to 40% of the annual fixed remuneration at the time of granting. For actual performance below the retained threshold performance level defined, no award is due. Moreover, the actual award is capped at a maximum 50% of the annual fixed remuneration at grant which is paid for actual performance at or in excess of the maximum recognized performance level. The aggregate long-term incentive will thus vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets.

The incentive award earned is determined based on the following mix of collective financial and non-financial KPIs (key performance indicators) and corresponding weighting factors:

Financial KPIs (70%) Non-Financial KPIs (30%)
Relative shareholder return Environmental, social and
Earnings per share governance (ESG) criteria
Dividend per share

The Board of Directors will determine for each three-year performance cycle the specific financial and non-financial KPIs (and their respective target, threshold and maximum performance levels recognized) selected within the framework of the above-mentioned KPI-types.

The results in terms of actual performance versus targets are validated by the Audit and Risk Committee before final approval by the Board of Directors.

The incentive award is paid out in cash at the beginning of the year following the performance cycle, subject to applicable tax and social security regulations. The members of the Executive Committee can opt to invest the net cash award (after deduction of withholding tax), to acquire Company shares at 100/120th of the market share price, provided that the Company shares are made unavailable and are not transferable during a period of at least 2 years following the acquisition of the shares.

Transition Provision

The introduction of the new long-term incentive plan in 2021 with successive three-year performance cycles in combination with the immediate cancellation of the current plan, would result in a sudden, significant reduction of the members of the Executive Committee's ongoing income: under the current plan, a fixed award is granted every year whereas the new plan will deliver its first award only in early 2024, after the completion of the first three-year performance cycle (2021-2023) and subject to actual performance outcomes. The current long-term incentive plan will therefore be extended for the coming two years (in 2021 and 2022) and it will cease to exist in 2023. Under the current plan, Executive Committee members are granted by decision of the Board of Directors, a fixed cash award that, after deduction of withholding tax, must be used to acquire Company shares at 100/120th of the last known market share price, with the provision that the Company shares are made unavailable and are not transferable during a period of at least 2 years following the acquisition of the shares. In addition, the shares are subject to a three-year vesting scheme.

Relevance of the Variable Remuneration Plans to Our Company's Strategy

Both the short- and long-term incentive plans have been introduced to drive and reward sound business decisions that are in line with the Company's long-term strategy and, consequently, to align the interests of the members of the Executive Committee with those of the Company's shareholders.

KPIs relevant to the strategy

Retained KPIs Relevance to our strategy
Short-term
incentive plan:
- EPS
- Operating margin
- Individual
performance
Our goal is to balance the longer-term
direct interests of our shareholders with
short-term profitability which, in turn,
will enable us to successfully execute
our mission to provide real estate
infrastructure for care operators and
people with care needs. We seek to
Long-term
incentive plan:
- Shareholder return
targets
- ESG targets
accomplish this goal by also considering
the interests of other stakeholders
with application of relevant and sound
environmental, social and governance
standards.

At the beginning of each year, the Board reviews the nature and weighting factors of the performance indicators to ensure sustained support of the Company's strategy.

8.2.1.3 Pension schemes

The members of the Executive Committee benefit from a group insurance policy consisting of a 'defined-contribution scheme', managed through private insurance plans with a guaranteed return. The contributions under this pension scheme are exclusively financed by the Company and do not require personal contributions from the beneficiaries.

8.2.1.4 Other remuneration elements

The members of the Executive Committee benefit from hospitalisation insurance and coverage for accidents at work. In addition, Aedifica provides a company car (with fuel card), a laptop and a smartphone. Moreover, Aedifica reimburses the Executives' professional expenses.

8.2.2 Share Ownership Requirement

In accordance with principle 7.9 of the Corporate Governance Code, the Board of Directors has set a minimum threshold for the number of Company shares that each member of the Executive Committee must hold at all times, specifically:

– 4,000 shares for the CEO;

– 1,500 shares for other members of the Executive Committee (on an individual basis).

The current members of the Executive Committee are expected to build up their shareholding to the required level over a period of 5 years as from the date of entry into force of this remuneration policy, and, once reached, to maintain this level for the duration of their appointment. The same deadline will apply for any member subsequently appointed, as from the date of his or her appointment.

8.2.3 Clawback

The agreements with the members of the Executive Committee contractually provide for a clawback mechanism for both the short- and long-term incentive plans whereby the Company has the right to reclaim from the beneficiary all or part of a variable remuneration up to 1 year after payment if it appears during that period that payment has been made based on incorrect information concerning the achievement of the performance targets underlying the variable remuneration or concerning the circumstances on which the variable remuneration was dependent.

8.2.4 Main features of the contracts between the Company and the members of the Executive Committee

8.2.4.1 Management agreement

The members of the Executive Committee exercise their mandate on an independent basis in accordance with a management agreement established with the Company in which the provisions for remuneration are specified. In principle, these contracts are established for an indefinite period.

8.2.4.2 Severance

The management agreements signed with the members of the Executive Committee may be terminated in the following circumstances:

  • if the Company gives a notice, starting three working days after receipt of the notice (sent by registered mail);
  • immediately in case of serious misconduct (notice must be sent by registered mail);
  • immediately in the event that the market authority (FSMA) withdraws its approval of the hiring of the relevant member of the Executive Committee;
  • immediately if the relevant member of the Executive Committee does not act as 'executive' during a period of 3 months, except in case of illness or accident;
  • immediately if the relevant member of the Executive Committee cannot act as 'executive' during a period of 6 months, in case of illness or accident.

If the management agreement with the CEO is terminated within six months after a public takeover bid by Aedifica without serious fault on the part of the CEO, the CEO is entitled to a severance payment equal to eighteen months' remuneration. This clause was included in the management agreement signed with the CEO in 2006. Since then, no such contractual clauses have been included in the agreements established with other members of the Executive Committee or employees of Aedifica.

8.2.5 Loans

The Company does not provide loans to the members of the Executive Committee.

8.2.6 Explanation of how the pay and employment conditions of Company employees were taken into account when establishing the remuneration policy

The remuneration for the Company's entire workforce, including the members of the Executive Committee, is reviewed on an annual basis and a consistent approach is applied at all levels. More specifically, prevailing market conditions and industry specific standards are taken into account at all levels.

The annual remuneration review of the wider employee population is presented to the Board of Directors and, as such, the Board of Directors is aware of the Company-wide annual review process when setting the remuneration for the members of the Executive Committee.

Moreover, the Company ensures consistency between the remuneration of the members of the Executive Committee and other employees, although the remuneration offered to the members of the Executive Committee places a stronger emphasis on performance related pay. Indeed, similar to the remuneration of the members of the Executive Committee, the remuneration of other employees comprises both fixed and variable remuneration, supplemented by extra-legal benefits such as a company car, smartphone and group insurance (depending on the position and the experience of the employee).

8.3 PROCEDURES FOR CHANGES TO THE REMUNERATION POLICY

8.3.1 Procedure for the adoption, review and implementation of the remuneration policy

Non-Executive Directors

The remuneration of the Non-Executive Directors is adopted by the General Meeting on proposal of the Board of Directors. This proposal of the Board of Directors is based on the recommendations of the Nomination and Remuneration Committee with respect to the remuneration policy of the Directors.

Based on the recommendations of the Nomination and Remuneration Committee regarding the form and structure of the remuneration, the Board of Directors proposes to the General Meeting to determine the remuneration of the Directors, taking into account their role as Non-Executive Director and their possible specific roles as Chairperson of the Board of Directors and/or Chairperson or member of a Board Committee, as well as the resulting responsibilities and corresponding time commitments.

The Nomination and Remuneration Committee regularly analyses the existing remuneration policy applicable to the Non-Executive Directors and the level of their remuneration, based on industry benchmarks conducted by a specialised HR consultant, to ensure that the remuneration and form of remuneration remains appropriate and in line with market practices, taking into account the size, growth and internationalisation of the Company, its financial situation, its position within the economic environment, its ambitions for sustainable development, and the level of responsibilities borne by the Directors. The composition of the peer group is monitored regularly and adjusted when appropriate.

If, upon recommendation of the Nomination and Remuneration Committee, the Board of Directors wishes to propose a material change to the remuneration policy, this proposal will be submitted to the General Meeting for approval. In any event, the remuneration policy is submitted to the General Meeting for approval at least every four years.

Executives

The remuneration of the members of the Executive Committee is set by the Board of Directors based on recommendations from the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee analyses annually the remuneration that applies to the members of the Executive Committee and determines whether an adjustment is needed to reasonably attract, reward and retain them, taking into account, amongst other things, the size of the Company and their individual responsibilities. This analysis is accompanied by a comparative remuneration of other European listed and non-listed real estate companies and of other non-real estate companies of similar size and significance. The composition of the peer group is monitored regularly and adjusted when appropriate.

This annual analysis also considers the experience, qualities and responsibilities of the members of the Executive Committee. It covers the general pay level as well as the various elements of the remuneration and the conditions for their award. In doing so, the Nomination and Remuneration Committee shall at all times ensure that the remuneration of the CEO and the other members of the Executive Committee is not excessive in comparison to peers, market practices or the performance of the Company.

The Nomination and Remuneration Committee also examines whether the procedure for determining the targets that define the level of variable remuneration is in line with the risk appetite of the Company.

The Nomination and Remuneration Committee submits the result of this analysis and its substantiated recommendations to the Board of Directors to make a decision. If the decision of the Board of Directors on the remuneration of the members of the Executive Committee would entail a material change to the remuneration policy, then the proposed change will be submitted to the General Meeting for approval and can only become effective once approval has been granted. In any event, the remuneration policy is submitted to the General Meeting for approval at least every four years.

8.3.2 Management of potential conflict of interests

Non-Executive Directors

The Company takes the following measures to prevent or manage conflicts of interest relating to the establishment of the remuneration policy applicable to the Directors:

  • the Nomination and Remuneration Committee is composed exclusively of Non-Executive independent Directors;
  • the Nomination and Remuneration Committee works in complete independence: it determines its own agenda and operates independently of the Board of Directors and of the Executive Committee, within the limits described in the Corporate Governance Charter;
  • the remuneration of the non-executive members of the Board of Directors is adopted by a decision of the General Meeting; and
  • the remuneration policy applicable to the Directors and to the members of the Executive Committee is adopted by a decision of the General Meeting.

Additionally, the Directors are subject to the legal rules on conflicts of interest set forth in the Belgian Code on Companies and Associations and in the Belgian Act on Regulated Real Estate Companies.

Executives

The remuneration of the members of the Executive Committee is exclusively determined by the Board of Directors, who deliberate and vote without the members of the Executive Committee present(in application of the conflict of interest rules set out in the Belgian Code on Companies and Associations). The members of the Executive Committee are, in their capacity of 'Executive Manager' (in the meaning of the Belgian Act on Regulated Real Estate Companies), also subject to the conflict of interest rules set forth in the Belgian Act on Regulated Real Estate Companies.

8.4 PROCEDURE FOR DEVIATING FROM THE REMUNERATION POLICY

In exceptional circumstances, to be assessed on a case-by-case basis, and only if this serves the long-term interests and sustainability of the Company or guarantees its viability, the Board of Directors may, subject to a reasoned opinion issued by the Nomination and Remuneration Committee, allow certain deviations from the applicable remuneration policy with respect to the following elements:

  • (i) determination or adjustment of the ratio between the fixed and/ or variable remuneration components;
  • (ii) setting or adjusting the performance targets for one or more members of the Executive Committee.

In any such case, the procedure must be followed as set out in 8.3.1 above, whereby the Board of Directors may allow for deviations insofar as these are in line with the aforementioned conditions and subject to a reasoned opinion issued by the Nomination and Remuneration Committee. The Board of Directors shall provide an account of any such deviations in the remuneration report that it submits for approval to the next Ordinary General Meeting.

BELOW VINKENBOSCH – CARE HOME IN HASSELT (BE)

8.5 CHANGES COMPARED TO THE CURRENT POLICY

Persons Remuneration element Proposed changes Rationale for the change
Non-Executive
Directors
Share ownership
requirement
Introduction of minimum share ownership
conditions
Compliance with Principle 7.6 of the
2020 Corporate Governance Code
Executives Short-term incentive Introduction of relevant performance
incentive zones for the different KPIs (with
target, threshold and maximum recognised
performance), in conjunction with truly
variable incentive bonuses
Better alignment of the Executives'
(variable) remuneration with actual
company and personal performance
Long-term incentive Replacement of the current plan by a new
plan with successive 3-year performance
cycles and truly variable incentive awards,
determined against explicit KPIs and
relevant performance incentive zones (with
target, threshold and maximum recognised
performance)
Better alignment of the Executives'
(variable) remuneration with actual
company and personal performance
Variable remuneration Introduction of a more equitable balance
between short- and long-term incentives:
50% of total target variable remuneration
stems from annual performance and 50% is
based on long-term performance
Compliance with art. 7:91 of the Belgian
Company and Association Code
Share ownership
requirement
Introduction of minimum share ownership
conditions
Compliance with Principle 7.9 of the
2020 Corporate Governance Code
Clawback Introduction of a clawback provision for both
short- and long-term incentives
Compliance with art. 7:12 of the
Belgian Company and Association Code

8.6 CONSULTATION WITH SHAREHOLDERS

9. REMUNERATION REPORT

In the formulation of this remuneration policy, the Company took into account specific comments and suggestions from shareholders as expressed in relation to the Company's last remuneration report and, more generally, the views as set forth in shareholder principles and voting guidelines. The Company will continue to monitor shareholder views going forward and commit to consulting with shareholders prior to any significant changes to this policy.

This Remuneration Report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due, during the financial year 2019/2020 to each of the Non-Executive Directors and members of the Executive Committee. Since this financial year (which started on 1 July 2019) was extended until 31 December 2020 by decision of the General Meeting of 8 June 2020 (for the reason of optimising audit and accounting processes within the Aedifica Group), this Remuneration Report covers the entire extended financial year, i.e., the 18-month period from 1 July 2019 to 31 December 2020 and hence is based on the remuneration principles applied during this period.

Over the course of 2020, a new Remuneration Policy was developed which will be submitted for approval to the Ordinary General Meeting of 11 May 2021. This new Remuneration Policy, included in full in chapter 8 of this report, contains significant changes to the remuneration principles applied in the past and aims to enhance the link between the Company's remuneration and business strategy, long-term interests, and sustainability. The main changes, as compared to past practice, are described in section 8.5 (changes compared to the current policy).

However, the Company already made certain changes to its remuneration practices in 2020 in order to address shareholder concerns expressed at the Ordinary General Meeting of 22 October 2019 (see section 9.2.1).

The abolition of the Management Committee (within the meaning of article 524bis of the Belgian Company Code) on 8 June 2020 following the entry into force on 1 January 2020 of the Belgian Code of Companies and Associations (CSA), which replaces the Belgian Company Code, and the simultaneous establishment of the Executive Committee (composed of the same members as those of the former Management Committee), did not lead to any change in the remuneration policy over the last financial year.

9.1 REMUNERATION OF THE NON-EXECUTIVE DIRECTORS FOR THE EXTENDED FINANCIAL YEAR 2019/2020

The Company's Ordinary General Meetings of 28 October 2016 and 22 October 2019 have set the following remuneration for the Non-Executive Directors:

  • each Non-Executive Director receives a fixed annual remuneration of €15,000; and an attendance fee of €1,000 per Board meeting attended;
  • the Chairperson of the Board of Directors receives an additional fixed annual remuneration of €35,000;
  • the members of the Audit and Risk Committee receive each an additional fixed annual remuneration of €5,000 for their committee membership, apart from the Chair who receives an additional fixed annual remuneration of €15,000; each member also receives an attendance fee of €900 per meeting;
  • the members of the Nomination and Remuneration Committee and of the Investment Committee do not receive any additional fixed annual remuneration for these committee memberships, except for the Chairs who each receive a fixed annual remuneration of €10,000; each member of the Nomination and Remuneration Committee and of the Investment Committee receives an attendance fee of €900 per meeting.
Name Board of
Directors
Attendance
Audit and
Risk
Committee
Attendance
Nomination
and
Remuneration
Committee
Attendance
Investment
Committee
Attendance
Fixed
remuneration
(€)
Attendance
fees (€)
Total
remuneration
(€)
Jean Franken 25/25 - 13/13 10/10 37,500 43,700 81,200
Eric Hohl 21/21 - - - 26,6671 19,000 45,667
Pertti
Huuskonen
8/9 - - - 8,445 7,000 15,445
Katrien
Kesteloot
24/25 7/8 - - 30,000 28,300 58,300
Elisabeth
May-Roberti
22/25 - 13/13 - 37,500 31,700 69,200
Marleen
Willekens
23/25 8/8 - - 45,000 28,200 73,200
Luc Plasman 25/25 - 13/13 10/10 22,500 43,700 66,200
Adeline Simont 19/21 - - - 20,000 17,000 37,000
Serge Wibaut 24/25 8/8 - 10/10 82,500 38,200 120,700
Total 310,112 256,800 566,912

The table above provides an overview of the Non-Executive Directors' attendance at Board and committee meetings and the remuneration received for the extended financial year 2019/2020 (i.e. for the period from 1 June 2019 to 31 December 2020).

Non-Executive Directors do not receive performance-related remuneration (such as bonuses, shares or stock options), benefits in kind, or benefits related to pension plans. Consequently, the ratio of fixed to variable remuneration is 100% fixed and 0% variable.

For the financial year 2019/2020, the Non-Executive Directors had no obligation to hold shares of the Company (see chapter 2 of the Corporate Governance Statement for more details).

  1. This amount includes a fixed annual remuneration of €5,000 as remuneration for Mr Hohl's special assignment as final responsible for the internal audit (in accordance with Article 17 of the RREC Law).

9.2 REMUNERATION OF THE MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE EXTENDED FINANCIAL YEAR 2019/2020

Over the extended financial year 2019/2020, the Executive Committee consisted exclusively of Executive Directors.

The remuneration policy in place up to the end of 2020 provided for a total remuneration package for the Executive Committee consisting of:

– fixed remuneration (arising from the management agreements and the 'long term incentive plan'),

  • variable remuneration (for which no claw-back in favour of the Company is applicable),
  • post-retirement benefits (defined contribution plan and associated benefits), and
  • other components of the remuneration (insurance for death before retirement, hospitalisation, medical coverage, benefits-in-kind – use of a company car).

The members of the Executive Committee receive no additional compensation to carry out the duties related to their office as Director of Aedifica and its subsidiaries and receive no remuneration from Aedifica's subsidiaries.

Fixed remuneration
Name Annual fixed
remuneration
(€)
Long term
incentive plan
(€)
Variable
remuneration
(€)
Pension plan
contribution
(€)
Other benefits
(€)
Total
remuneration
(€)
Ratio of fixed
/ variable
remuneration
(€)
Stefaan Gielens 18m 753,363 464,0001 376,681 102,081 47,010 1,743,135 78/22
(CEO) 12m 502,242 309,333 251,121 68,054 31,34 1,162,090
Ingrid Daerden 18m 458,832 231,0001 229,416 54,552 22,039 995,839 77/23
(CFO) 12m 305,888 154,000 152,944 36,368 14,693 663,893
Laurence 18m 391,612 161,3771 195,806 41,556 27,073 817,425 76/24
Gacoin
(COO)2
12m 293,709 121,033 146,855 31,167 20,305 613,069
Charles-Antoine
van Aelst (CIO)
18m 329,173 222,0001 164,587 34,788 20,939 771,487 79/21
12m 219,449 148,000 109,725 23,192 13,959 514,325
Sven Bogaerts
(CLO/CM&AO)
18m 456,082 225,0001 228,041 45,915 4,851 959,889 76/24
12m 304,055 150,000 152,027 30,610 3,234 639,926

Note: the amounts shown in the first row for each person listed represent the actual amounts paid over the extended financial year (18 months period from 1 July 2019 until 31 December 2020); the amounts shown in the second row provide a pro rata calculation over 12 months for illustrative purposes.

For information purposes, note that the ratio between the total remuneration of the CEO for 2019/2020 and the average remuneration of personnel amounts to 9; the ratio between the total remuneration of the CEO for 2019/2020 and the lowest remuneration of personnel amounts to 26.

For the financial year 2019/2020, the members of the Executive Committee had no obligation to hold a minimum number of shares of the Company (see chapter 2 of the Corporate Governance Statement for more details).

9.2.1 Fixed remuneration

The fixed remuneration consists of a fixed cash remuneration, as set out in the management agreements with individual members of the Executive Committee (paid out in twelve instalments), and of a 'long-term incentive plan' for the members of the Executive Committee, as established by the Board of Directors based on the recommendation from the Nomination and Remuneration Committee.

Since the financial year 2009/2010, the Company has granted to the members of the (then) Management Committee (now Executive Committee), as part of their fixed remuneration, an annual cash bonus from which net proceeds after taxes are to be used entirely to purchase Aedifica shares at a discount. This 'long-term incentive plan' was first announced in the 2008/2009 Annual Financial Report and is described further hereafter.

1. These amounts consist of the amounts granted under the annual long term incentive plan granted during the extended financial year 2019/2020 (as described below) as well as a last payment of the ad hoc long term incentive plan of 14 May 2019 granted to the members of the (then) Management Committee further to the Company achieving its long-term strategy to become a pure-play investor in European healthcare real estate decided by the Board of Directors on 14 May 2019 (the 'Adhoc LTIP') (as reported on in the Remuneration Report 2018/2019). 50% of the Adhoc LTIP was paid out in financial year 2018/2019; 50% was paid out in financial year 2019/2020.

2.The mandate of Ms Laurence Gacoin as Director and member of the Executive Committee ended on 30 October 2020.

The Board of Directors decided on 12 November 2019 in compliance with the limitations of the (then) article 520ter of the Belgian Companies Code to grant to the members of the (then) Management Committee, within the context of the annual long-term incentive plan, for the period from 1 July 2019 until 30 June 2020, a gross remuneration of €234,000 for the CEO, €131,000 for the CFO and COO each, €121,000 for the CIO and €125,000 for the CLO/CM&AO (the '2019/2020 LTIP'). After deducting withholding taxes, they purchased shares at a unit price equal to the last known closing share price multiplied by a factor amounting to 100/120th, in accordance with comment 36/16 of the Belgian Income Tax Code, i.e., at a share price of €89.50 (= the closing share price per 12 December 2019 of €107.40, multiplied with 100/120). In execution of this 'long-term incentive plan', the CEO has acquired 1,215 shares and the (then) Management Committee's members in aggregate have acquired 2,641 shares (CFO and COO each 680 shares; CIO 633 shares and CLO/CM&AO 648 shares). The members of the Management Committee are irrevocably committed to hold these shares for a period of three years, it being understood that (i) a contractual 'claw back' arrangement had been included in the addenda to the management agreements whereby a (partial) return obligation of the shares obtained in execution of the 2019/2020 LTIP was provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement would lapse, among other things, in the event of a public bid and a change of control over Aedifica. The shares sold by Aedifica were part of the treasury shares held by the Company that were acquired on the stock exchange.

In compliance with the limitations of the (then) Article 520ter of the Belgian Companies Code, the Board of Directors decided on 12 November 2019 to grant to the members of the (then) Management Committee gross remuneration of €234,000 for the CEO, €131,000 each for the CFO and COO, €121,000 for the CIO and €125,000 for the CLO/CM&AO for the period from 1 July 2019 until 30 June 2020, all within the context of the annual longterm incentive plan (the '2019/2020 LTIP'). After deducting withholding taxes, these executives purchased shares at a unit price equal to the last known closing share price multiplied by a factor amounting to 100/120th, in accordance with comment 36/16 of the Belgian Income Tax Code, i.e., at a share price of €89,50 (the closing share price on 12 December 2019 of €107,40, multiplied by 100/120). In execution of this 'long-term incentive plan', the CEO has acquired 1.215 shares and the other members of the (then) Management Committee's members acquired 2.641 shares in aggregate (CFO and COO: 680 shares each; CIO: 633 shares; CLO/CM&AO: 648 shares each). The members of the Management Committee are irrevocably committed to hold these shares for a period of three years, it being understood that (i) a contractual 'claw back' arrangement had been included in the addenda to the management agreements whereby a (partial) return obligation for the shares obtained in execution of the 2019/2020 LTIP was provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement would lapse, among other things, in the event of a public bid and a change of control of Aedifica. The shares sold by Aedifica were part of the treasury shares held by the Company that were acquired on the stock exchange.

Given the lack of clarity under Belgian law as to the precise scope of said Article 520ter of the Belgian Companies Code and certain adverse shareholders' reactions voiced at the occasion of the last Ordinary General Meeting of 22 October 2019 with respect to certain modalities of the LTIP (notably the provision that the lock-up obligation would lapse in the events of a public offer and a change of control), the Board of Directors decided on 17 December 2020 to amend the terms of the 2019/2020 LTIP plan and of the Ad hoc LTIP (see footnote to reasonably remove any doubt as to the possibility for the Board of Directors to approve the plans (in accordance with (then) Article 520ter Belgian Companies Act (currently 7:91 BCCA)), to accommodate shareholders' concerns and to align the modalities of both LTIP plans with the modalities of the 2020 LTIP. This, as set out in the 2020 LTIP, provides for a vesting scheme spread over a three-year period and for vesting conditions, that are otherwise aligned with what is market practice and generally considered to be acceptable (including the removal of the takeover and change of control clauses from the good leaver exceptions).

At the time of the termination of her management agreement effective 30 October 2020, Ms Laurence Gacoin returned 204 shares acquired under the 2019/2020 LTIP to the Company.

9.2.2 Variable remuneration

As set out in the remuneration report 2018/2019, the Board of Directors decided on 3 September 2019, with respect to the 2019/2020 financial year, to set the annual variable remuneration of the members of Executive Committee at a maximum amount of 50% of the annual remuneration excluding sundry benefits, post-retirement benefits and 'long-term term incentive plan', whereby the effective amount would be determined by the Board of Directors based on consolidated quantitative and qualitative criteria (weighting factor): EPRA Earnings* per share equal to at least 90% of the budgeted amount (65%), consolidated EBIT margin* (operating result before result on portfolio divided by net rental income) (10%) and other personal targets (25%).

On 22 September 2020, the Board of Directors concluded upon recommendation of the Nomination and Remuneration Committee that all quantitative and qualitative criteria set out in the 2018/2019 Annual Financial Report with respect to the initial twelve-month period of the financial year 2019/2020 (ending 30 June 2020) were met for the payment of the maximum variable remuneration to the members of the Executive Committee for the eriod. During the same meeting, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee also set the quantitative and qualitative criteria for the last six months of the extended financial year (period 1 July 2020 – 31 December 2021).

On 16 March 2021, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Committee that all quantitative and qualitative criteria set out in the Board's decision of 22 September 2020 with respect to the last 6 months of the extended financial year 2019/2020 (period 1 July 2020 – 31 December 2020) were met for the payment of the maximum variable remuneration to the members of the Executive Committee for the period.

With the above considerations in mind and given that the individual goals were also met, all Executive Committee members are entitled to 100% of the maximum variable remuneration for the extended financial year (1 July 2020 - 31 December 2021).

Period 1 July 2019 – 30 June 2020 Relative weighting Achievement on 30.06.2020
Consolidated EPRA Earnings* per share equal to at least 90%
of the budgeted amount (i.e., €3.60 on 30.06.2020, based on a
weighted average number of shares over the period of 24,601,158
shares)
65% EPRA Earnings* per share of €4.00 based
on a weighted average number of shares
over the period of 25,031,317 shares
Target level exceeded
Consolidated EBIT margin* (operating result before result on
portfolio divided by net rental income)
10% Target level exceeded
Individuals qualitative and organisation-building targets 25% Individual targets levels achieved
Period 1 July 2020 – 31 December 2020 Relative weighting Achievement on 31.12.2020
Consolidated EPRA Earnings* per share equal to at least 90% of
the budgeted amount (i.e., €6.05 on 31.12.2020 (over the extended
financial year), based on a weighted average number of shares over
the period of 25,853,168 shares)
80% EPRA Earnings* per share of €6.14 based
on a weighted average number of shares
over the period of 26,512,206 shares
Target level exceeded
Consolidated EBIT margin* (operating result before result on
portfolio divided by net rental income)
20% Target level exceeded

BELOW MARTHA FLORA HILVERSUM – CARE RESIDENCE IN HILVERSUM (NL)

9.2.3 Post-retirement benefits

The members of the Executive Committee benefit from a group insurance policy consisting of a 'defined-contribution scheme', managed through private insurance plans with a guaranteed return. The contributions under this pension scheme are exclusively financed by the Company and do not require personal contributions from the beneficiaries.

9.2.4 Other components of the remuneration

The members of the Executive Committee benefit from hospitalisation and invalidity insurance and coverage for accidents at work. Each Executive Manager benefits from a company car. In the extended financial year 2019/2020, the cost to the Company (rental charge and petrol) was €34.587 excl. VAT for the CEO and a combined total of €75,358 excl. VAT for the other Executive Managers. Each Executive Manager also uses a company provided laptop and a smartphone. Moreover, the Company grants each executive a fixed allowance for representation expenses of €300 per month.

9.2.5 Contractual provisions of the management agreements

The management agreements signed with the Executive Managers may be terminated either by each party giving notice according to the applicable legal and contractual conditions, or in the following circumstances:

– immediately in case of serious misconduct;

  • immediately in the event that the market authority (FSMA) withdraws urs fit and proper approval of the Executive Manager;
  • immediately if the Executive Manager does not act as Executive Manager during a period of 3 months, except in case of illness or accident;
  • immediately if the Executive Manager cannot act as Executive Manager during a period of 6 months, in case of illness or accident.

The only case in which a contractual indemnity granted to an a member of the Executive Committee could exceed 12 months of remuneration is in the event that the management agreement with the CEO is terminated within six months after a public takeover bid by Aedifica and without serious fault on the part of the CEO; in this case, the CEO is eligible to obtain an indemnity equal to 18 months' remuneration. The Nomination and Remuneration Committee recalls that this clause was included in the management agreement signed with the CEO in 2006. In accordance with article 12 of the Act of 6 April 2010, this indemnity payment does therefore not require approval by the general meeting. Since then, no such contractual clauses have been included in the agreements concluded with (other) members of Aedifica's Executive Committee members.

9.3 COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY PERFORMANCE OVER THE PAST 5 FINANCIAL YEARS

In an interest to increase transparency of past, current and future remuneration and in alignment with investor interests and the legislative environment, the table below demonstrates the change of remuneration for members of the Board of Directors, the CEO and each of the other members of the Executive Committee (in office over the past financial year) in comparison to performance of the Group and average remuneration of Aedifica employees over a 5-year period.

Since the financial year 2016/2017 (decision of the Annual General Meeting of 28 October 20161 ), the remuneration of the Non-Executive Directors has not been changed, except for:

  • the decision of the Annual General Meeting of 22 October 2019:
    1. to increase the fixed annual remuneration of the Chair of the Audit and Risk Committee from €10,000 to €15,000 (resulting in a total fixed annual remuneration as Director and Chair of the Audit and Risk Committee of €30,000); and
    1. to grant an additional fixed annual remuneration of €5,000 to each other member of the Audit and Risk Committee;
  • the decision of the Board of Directors to grant to Mr Hohl an additional fixed annual remuneration of €5,000 for his special assignment as responsible for the internal audit (in accordance with Article 17 of the RREC legislation); and
  • the remuneration of Mr Franken in his capacity as Director of Immobe NV/SA on behalf of the Company in accordance with article 73 of the RREC Law (according to which an independent Director of Aedifica had to sit in the Board of Immobe as (then) Institutional RREC) for the period from 31 October 2018 un 27 March 2019 (including) (total remuneration for the aforementioned period of €6,000 fixed remuneration and €4,000 attendance fees).

There were no other changes to the remuneration of the Non-Executive Directors over the last 5 years and thus their remuneration varies thus only from year to year in view of the number of meetings of the Board of Directors and of the Board committees.

Annual change in % FY
2015/2016
vs
2014/2015
FY
2016/2017
vs
2015/2016
FY
2017/2018
vs
2016/2017
FY
2018/2019
vs
2017/2018
FY
2019/2020
vs
2018/20192
Remuneration of the Non-Executive Directors
Remuneration of the CEO (total)
Stefaan Gielens 3% 14% 7% 23% 12%
Average remuneration of the other members of the Executive Committee (total)
Sven Bogaerts 33% 62%
Ingrid Daerden 15%
Charles-Antoine van Aelst 28% 37%
Laurence Gacoin 6% 22% 8% 27% 15%
Total cost of Executive Committee
(including CEO)3
4% 14% 37%4 14% 15%6
Company's performance5
Investment properties (including assets held for
sale)
15% 34% 13% 33% 62%
Investment properties (including assets held for
sale) + WIP
23% 19% 31% 25% 64%
Rental income 20% 32% 16% 29% 34%
EPRA Earnings 35% 40% 22% 24% 34%
EPRA EPS 2% 30% 3% 15% 9%
Average remuneration on a full-time
equivalent basis of employees of
Aedifica NV/SA7
Employees of the Company -3.1% 13.8% 4.6% 17.7% 13.1%
  1. The Annual General Meeting of 28 October 2016 decided to increase 1) the fixed annual remuneration of (i) the Chair of the Board of Directors from €13,600 to €50,000, (ii) the Chairs of the Board Committees from €11,330 to €25,000 and (iii) the other Directors from €11,330 to €15,000, and 2) the attendance fees per Director per meeting for meetings of (i) the Board of Directors from €850 to €1,000 and (ii) the Board Committees from €800 to €900.

9.4 MAIN CHANGES FOR 2021

9.4.1 Non-Executive Directors

9.4.1.1 Increase in fixed remuneration

Taking into account the impact of the growth and internationalisation of the Company on the complexity of the Board decision-making processes, including the required time commitment, and taking into account the need to attract internationally experienced Board profiles, the Board of Directors proposes to the General Meeting of 11 May 2021 to increase gross fixed remuneration (i) for the Chairperson of the Board of Directors from €50,000 to €90,000 and (ii) for the other Non-Executive Directors from €15,000 to €35,000, on an annual basis, starting on 1 January 2021.

This proposal is made upon recommendation of the Nomination and Remuneration Committee after having conducted a benchmarking exercise against the entire BEL 20 index, based on which it appeared that the total annual fee for both the Chairperson and the other members of the Board of Directors falls significantly below the market 25th percentile and is also out of step with the remuneration levels of Aedifica's peers. Subject to the General Meeting's approval of the proposed increases, the revised remuneration levels of the Non-Executive Directors will still not exceed the market 25th percentile.

Moreover, no change is proposed with respect to the attendance fees for meetings of the Board and of its Committees.

9.4.1.2 Share ownership requirement

See section 8.1.2 of the remuneration policy for more details.

9.4.2 Members of the Executive Committee

9.4.2.1 Fixed remuneration

The Board of Directors sets the fixed remuneration annually, taking into account factors such as:

  • position and corresponding responsibilitie;
  • experience and competencies;
  • applicable (social and tax) regulations;
  • international growth of the Company;
  • performance of the Company;
  • benchmarks with peers provided by the Nomination and Remuneration Committee (ensuring that the Company can attract and retain experienced executive profiles).

The annual fixed remuneration may be reviewed and adapted taking into account the preceding factors and within the framework of the proposed remuneration policy.

For the 2021 financial year, the Board of Directors decided on 17 December 2020 that the amount of the annual fixed remuneration of the members of the Executive Committee under their management agreements will remain unchanged (save for indexation), with the exception of the fixed annual remuneration of the CIO which is increased by a gross amount of €25,000 to align it more closely with the remuneration of the other members of the Executive Committee.

Additionally, the Board of Directors decided on 16 March 2021 in application of the Article 7:91 of the Belgian Code on Companies

LEFT WATERFORD CARE HOME – CARE HOME IN WATERFORD (IE)

    1. For comparative purposes, the remuneration paid by the Company over the extended financial year 2019/2020 (running from 1 July 2019 until 31 December 2020) was annualized from 18 months to 12 months.
    1. This concerns the total remuneration paid to the members of the Executive Committee, including former management members.
    1. The substantial change in remuneration can be explained by the changed composition of the Executive Committee which increased in number of members (from 4 to 6 members).
    1. The calculation for the financial year 2019/2020 is based on annualised figures, except for the first two parameters (investment properties (including assets held for sale / + work in progress), which are based on the balance sheet total as at 31.12.2020.
    1. The change can in remuneration can be explained by an increase in the remuneration of the members of the Executive Committee as from 1 July 2019 as decided by the Board of Directors during the financial year 2018/2019 on the basis of a benchmark performed by the independent specialist consultant Willis Towers Watson in 2019. The benchmark group consisted of 32 companies from Belgium, Germany, France and the Netherlands: AG Real Estate, Ascencio, Atenor, Banimmo, Befimmo, Cofinimmo, Home Invest, Immobel, Leaseinvest, Montea, Warehouses De Pauw, GAGFAH M Immobilien-Management, LEG Immobilien, Altarea Cogedim, Crédit Agricole Immobilier, Icade, Orpea, Poste Immo, Société Foncière Lyonnaise, Altera Vastgoed, Redevco, Vastned Groep, Wereldhave, Alinso Group, Codic International, Deutsche Wohnen, Hochtief, Foncière des Régions, Gécina, Klépierre, Unibail Rodamco and OVG Real Estate.
    1. The average remuneration of employees is calculated on the basis of 'wages and direct social benefits' on an annual basis divided by the number of employees on an annual basis.

and Associations to grant to the members of the Executive Committee for the financial year 2021, within the context of the annual long-term incentive plan, a gross remuneration of €175,000 for the CEO and €100,000 for each other members of the Executive Committee, under the same terms and conditions as in the '2020 LTIP' of which the net proceeds will have to be entirely used to acquire Aedifica shares (as described above).

Transition provision

The newly proposed long-term incentive plan will deliver its first award only in early 2024, upon completion of the first three-year performance cycle (2021-2023) and subject to achievement of the KPI's over the performance cycle. Therefore, in order to avoid a material loss in remuneration over the years 2021 and 2022 for the members of the Executive Committee, the current long-term incentive plan will be extended for the coming two years (2021 and 2022) and will cease to exist in 2023.

9.4.2.2 Variable remuneration

A new system of variable remuneration is proposed in the remuneration policy consisting of a short-term and long-term variable remuneration plan with the goal of creating a better alignment of the members of the Executive Committee's variable remuneration with actual company and personal performance (pay-for-performance). Consequently, the existing long-term incentive plan which was previously part of the fixed remuneration will become entirely conditional (subject to the realisation of performance targets) and will thus become part of the variable remuneration.

See section 8.2.1.2 of the remuneration policy for more details.

9.4.2.3 Clawback

See section 8.2.2.3 of the remuneration policy for more details.

9.4.2.4 Share ownership requirement

See section 8.2.2.2 of the remuneration policy for more details.

10. REGULATIONS AND PROCEDURES

10.1 CONFLICTS OF INTEREST

The Directors, the members of the Executive Committee, the persons entrusted with the day-to-day management, the Executive Managers and the mandataries of the Company cannot act as counterparty in transactions with the Company or with a company that controls it, nor can they derive any benefit from transactions with the above-mentioned companies, except when the transaction is carried out in the interest of the Company, within the planned investment policy and in accordance with normal market conditions. Where appropriate, the Company must inform the FSMA of such transactions in advance.

The transactions referred to in the first paragraph, as well as the information referred to in the prior notification, are immediately made public and are explained in the annual financial report and, where appropriate, in the half-year financial report.

The prior notification does not apply to transactions provided for in Article 38 of the Law of 12 May 2014 on regulated real estate companies. Article 7:96 BCCA and Article 7:97 BCCA remains fully applicable, as does Article 37 of the above-mentioned Law.

During the extended 2019/2020 financial year, there was no conflict of interest whatsoever regarding a real estate transaction. The eight conflicts of interest that occurred during the financial year concerned the remuneration of the members of the Executive Committee and the appointment/reappointment of certain non-executive Directors to internal committees (considering the remuneration associated with this). These are explained below.

Minutes of the Board of Directors meeting of 3 September 2019

Remuneration of the Executive Committee

In application of Article 523 of the Companies Code and Article 37 of the RREC Law, the executive Director (Mr Stefaan Gielens) reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. The other members of the Management Committee (Ms Laurence Gacoin, Ms Ingrid Daerden, Mr Charles-Antoine Van Aelst and Mr Sven Bogaerts), who are not members of the Board of Directors (and thus do not have a conflict of interest in the sense of Article 523 of the Companies Code), reported that they have a conflict of interest in the sense of Article 37 of the RREC Law. All members of the Management Committee left the meeting.

The Chair of the Nomination and Remuneration Committee reported on the meeting of the Nomination and Remuneration Committee, which proposes to establish the gross variable remuneration of the members of the Management Committee as follows:

(i) The variable remuneration for the 2018/2019 financial year consists of an individual (gross) amount equal to at most 50% of the fixed annual gross remuneration without the benefits in kind, the pension plan and the long-term incentive plan. The proposal of the actual amounts has been the subject of an overall valuation by the committee based on the quantitative and qualitative objectives stated in the remuneration report of the 2017/2018 annual financial report and were included in the addenda of the management contracts signed on 4 September 2018. As a reminder, the variable remuneration may only be granted if at least 90% of the EPRA Earnings per share are achieved as stipulated in the budget. Recall that the criteria used (and their weight) for the allocation of the variable remuneration were the following: the EPRA Earnings* per share (weight: 65%), the consolidated operating margin* (operating result before result on portfolio divided by net rental result) (weight: 10%) and others (weight: 25%).

The committee is of the opinion that the Executive Managers have achieved the quantitative objectives. Taking into account the (possibly partial) achievement of the other objectives, the Committee proposes allocating €216,900 to the CEO as variable remuneration and €409,303 to the CFO, COO, CIO and CM&AO combined.

(ii) For the 2019/2020 financial year the committee proposes that the maximum amount of the variable remuneration be fixed at 50% of the fixed annual gross remuneration without the benefits in kind, the pension plan and the long-term incentive plan (the 'theoretical variable remuneration').

The amount actually granted will be determined according to consolidated quantitative and qualitative criteria established and assessed by the Board of Directors. The committee proposes that these criteria be weighted according to their importance. The criteria used for the award of variable remuneration in respect of the 2019/2020 financial year are as follows:

  • a consolidated EPRA Earnings per share ('EPS') (quantitative criterion; weight: 65%) of €3.60 per share based on 24,601,158 shares; if an EPS of €3.60 is achieved at the end of the financial year, 65% of the theoretical variable remuneration is due. If, at the end of the financial year, a higher or lower EPS is achieved than €3.60, the part of the theoretical variable remuneration acquired on the basis of this criterion will be adjusted upwards or downwards in a fork of 50% to 150% proportionally with the difference between the EPS achieved and €3.60 insofar as this difference is within a band of 10% below and 10% above €3.60, respectively. In concrete terms, this means that if an EPS of less than 90% of €3.60 is achieved, no variable remuneration is allocated based on this criterion, and a variable remuneration can therefore only be obtained based on and to the extent that the other criteria stated below are achieved. Conversely, if an EPS of 110% or more than €3.60 is achieved, this will give entitlement to 150% of the part of the theoretical variable remuneration that can be obtained based on this criterion, in addition to the part of the theoretical variable remuneration that can be obtained based on the other criteria stated below. In the event of dilution as a result of a possible capital increase during the financial year, the EPS will be adjusted to take into account the dilution of the result that stem mathematically from the capital increase.
  • a consolidated operating margin (operating result for the result on the portfolio divided by the net rental result) that must be at least equal to 82.30% (quantitative criterion; weight: 10%);
  • other qualitative criteria (weight: 25%) (specific and individual targets for each member of the Executive Committee).
  • (iii) For the 2020/2021 financial year, the variable remuneration will amount to a maximum of 50% of the gross annual remuneration, excluding benefits in kind, pension plan contributions, and the long-term incentive plan. The allocation criteria will be determined at a later date.

The Chair of the Nomination and Remuneration Committee then reported to the Board of Directors on the deliberations of the committee with regard to the other aspects of the remuneration of the members of the Executive Committee:

(i) CEO:

  • a. a fixed annual basic remuneration: €500,000 (without prejudice to indexation);
  • b. the maximum variable remuneration (theoretical maximum on an annual basis): €250,000 (without prejudice to indexation), based on the aforementioned criteria;
  • c. participation in the long-term incentive plan for an amount of €234,000 for the 2019/2020 financial year.

BELOW TURUN TEOLLISUUSKATU – CHILDREN DAY-CARE CENTRE IN TURKU (FI)

  • (ii) With regard to the other members of the Management Committee (CFO, COO, CIO and CM&AO combined):
  • a. a fixed annual basic remuneration: €1,100,000 (without prejudice to indexation);
  • b. the maximum variable remuneration (theoretical maximum on an annual basis): €550,000 (without prejudice to indexation) based on the aforementioned criteria;
  • c. participation in the long-term incentive plan for an amount of €509,000 for the 2019/2020 financial year.

The Board of Directors approved the proposals of the Nomination and Remuneration Committee.

Minutes of the Board of Directors meeting of 22 October 2019 Reappointment of membership to

a committee of the Board of Directors In application of Article 523 of the Companies Code and Article 37 of the RREC Law, Mr Jean Franken, an independent Director, reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. Mr Jean Franken left the meeting in connection with the deliberation and discussion of this agenda item.

The Board of Directors decided, subject to the suspensive condition of the reappointment of Mr Jean Franken as Director by the Ordinary General Meeting of 22 October 2019, to reappoint Mr Jean Franken as member and Chair of the Investment Committee until the end of the directorship mandate of Mr Jean Franken (i.e. at the latest until the end of the Ordinary General Meeting to be held in 2022).

The mandate will be remunerated as decided by the Ordinary General Meeting of 28 October 2016.

Fixed remuneration for the person ultimately responsible for the internal audit

In application of Article 523 of the Companies Code and Article 37 of the RREC Law, Mr Eric Hohl, non-executive Director, reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. Mr Eric Hohl left the meeting in connection with the deliberation and discussion of this agenda item.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors decided during its meeting of 20 June 2019 to propose to the Ordinary General Meeting of 22 October 2019, with effect from 1 July 2019, (i) increasing the fixed annual remuneration of the chair of the Audit Committee to €30,000; and (ii) granting a fixed annual remuneration of €5,000 (in addition to the attendance fees) to the other members of the Audit Committee.

Although Mr Eric Hohl is not formally a member of the Audit Committee, he is ultimately responsible for the internal audit (in accordance with Article 17 of the RREC Law) and is therefore present at meetings of the Audit Committee and involved in the work of the Audit Committee.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors decided, under the suspensive condition of the approval by the Ordinary General Meeting of 22 October 2019 of the increase of the annual fixed remuneration for the chair of the Audit Committee and the members of the Audit Committee, with effect from 1 July 2019, to grant Mr Eric Hohl an annual fixed remuneration in the amount of €5,000 as remuneration for his special assignment as the person ultimately responsible for the internal audit (in accordance with Article 17 of the RREC Law).

Minutes of the Board of Directors meeting of 12 November 2019 Annual long-term incentive plan (LTIP)

In application of Article 523 of the Companies Code and Article 37 of the RREC Law, the executive Director (Mr Stefaan Gielens) reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. The other members of the Management Committee (Ms Laurence Gacoin, Ms Ingrid Daerden, Mr Charles-Antoine Van Aelst and Mr Sven Bogaerts), who are not members of the Board of Directors (and thus do not have a conflict of interest in the sense of Article 523 of the Companies Code), reported that they have a conflict of interest in the sense of Article 37 of the RREC Law. All members of the Management Committee left the meeting in connection with the deliberation and discussion of this agenda item.

At its meeting of 22 October 2019, the Board of Directors decided to with incentive plan ('LTIP') for the 2019/2020 financial year from the agenda of the Ordinary General Meeting, in order to further evaluate certain voting advice regarding this item.

The Board of Directors argued that the allocation of the LTIP to the members of the Management Committee is part of the fixed remuneration of the members of the Management Committee. A recent benchmark conducted by specialist independent consultant Willis Towers Watson showed that the remuneration paid to the members of the Executive Committee (including the proposed LTIP for the 2019/2020 financial year) can be considered market-based. The Board of Directors therefore considers that the allocation of the LTIP to the members of the Executive Committee can be accounted for as part of the fixed remuneration for the 2019/2020 financial year.

The Board of Directors took note of the advice of the Nomination and Remuneration Committee to set the lock-up period at three years (without exceptions), instead of two years as previously proposed, and to maintain the previously proposed claw-back arrangement.

To the extent that the shares awarded are acquired definitively by the beneficiary not earlier than three years after allocation, the allocation of shares to members of the Management Committee under a share plan constitutes a matter falling under the authority of the Board of Directors so the Board of Directors can therefore decide on the allocation of the LTIP (with a lock-up period of three years) to members of the Management Committee.

After deliberation, the Board of Directors decided, for the 2019/2020 financial year, to grant the members of the Management Committee the right, within the framework of a 'long-term Incentive plan', to definitively acquire shares for a gross amount of €234,000 (CEO) and €509,000 (for all other members of the Management Committee combined), in application of Article 520ter of the Companies Code. The allocated shares will only be definitively acquired after a period of three years after allocation (without exception). Moreover, the shares will be subject to a 'clawback' arrangement that provides for a (partial) duty to repay the shares received by the beneficiary in the event of the termination of the management agreements in certain cases and in certain periods as described in the (addenda to the) management agreements.

Minutes of the Board of Directors meeting of 19 May 2020 Reappointment of membership to

a committee of the Board of Directors In application of Article 7:96 BCCA and Article 37 of the RREC Law, Ms Willekens stated insofar as necessary that she has a proprietary interest that is in conflict with the company and that she will inform the auditor of this. Ms Willekens left the meeting in connection with the deliberation of and decision on this agenda item.

After discussion, the Board of Directors decided unanimously to reappoint Marleen Willekens as Chair of the Audit Committee (subject to the renewal of her directorship mandate by the Extraordinary General Meeting of 8 June 2020).

In application of Article 7:96 BCCA and Article 37 of the RREC Law, Mr Luc Plasman stated insofar as necessary that he has a proprietary interest that is in conflict with the company and that he

will inform the auditor of this. Mr Plasman left the meeting in connection with the deliberation of and decision on this agenda item.

After discussion, the Board of Directors decided unanimously to reappoint Luc Plasman as a member of the Investment Committee and the Nomination and Remuneration Committee (subject to the renewal of his directorship mandate by the Extraordinary General Meeting of 8 June 2020).

Minutes of the Board of Directors meeting of 22 September 2020

Remuneration of the members of the Executive Committee The meeting of the Board of Directors of 3 September 2019 established the amounts and criteria with respect to the variable remuneration of the members of the Executive Committee for the financial year 2019/2020 (ending on 30 June 2020).

Further to the modification of the financial year and the extension of the current financial year until 31 December 2020, the Nomination and Remuneration Committee was requested by the Board of Directors (meeting of 18 June 2020) to prepare a proposal regarding the allocation of the variable remuneration over the period from 1 July 2019 until 31 December 2020.

The Nomination and Remuneration Committee deliberated on Friday 4 September 2020 about this matter and proposes:

(a) Evaluation of the criteria for the variable remuneration over the period 1 July 2019 until 30 June 2020

The variable remuneration is in principle a (gross) amount which does not exceed 50% of the annual remuneration, excluding benefits in kind, the pension plan and the long term incentive plan. Similarly, the variable remuneration for the period 1 July 2019 – 30 June 2020 should be a (gross) amount which should not exceed 50% of the total remuneration over the same period, excluding benefits in kind, the pension plan and the long-term incentive plan (the 'theoretical variable remuneration'). The proposal of the actual amounts to be allocated to the members of the Executive Committee has been the subject of an overall evaluation by the Nomination and Remuneration Committee on the basis of the quantitative and qualitative objectives set by the Board of Directors of 3 September 2019 (which have been included in the addenda of the management contracts). As a reminder, variable remuneration may only be awarded if at least 90% of the (consolidated) EPRA Earnings per share, as set out in the Board decision of 3 September 2019, is achieved. As a reminder, the criteria used (and their weighting) for awarding the variable remuneration were as follows: the (consolidated) EPRA Earnings* per share (weighting 65%), the consolidated operating margin* (operating result before result on portfolio divided by net rental result) (weighting 10%) and others (weighting 25%).

The Nomination and Remuneration Committee believes that the members of the Executive Committee have achieved the quantitative objectives. Taking into account the (possibly partial) achievement of the other objectives, the Committee proposes to allocate €250,840 as variable remuneration to the CEO and €557,563 to the CFO, COO, CIO and CM&AO together.

(b) Establishment of the amount and the criteria of the variable remuneration for the last six months of the extended financial year (i.e. the period from 1 July 2020 until 31 December 2020)

Proposal to set the maximum amount of the variable remuneration for the period from 1 July 2020 until 31 December 2020 at 50% of the fixed annual gross remuneration excluding benefits in kind, the pension plan and the long term incentive plan, pro rata temporis for the period concerned (the 'theoretical variable remuneration').

The actual amount granted will be determined based on consolidated quantitative and qualitative criteria set and evaluated by the Board of Directors. The Committee proposes that these criteria be set on the basis of criteria that are weighted according to their importance. The proposed criteria for granting the variable remuneration for the period from 1 July 2020 until 31 December 2020 are as follows:

– the consolidated EPRA Earnings per share ('EPS') (quantitative criterion with a weighting of 80%) (the budget for the extended financial year provides in an EPS of €6.05 per share as per 31 December 2020, based on a weighted average number of shares over the period of 25,853,168 shares);

In case of the realisation of an EPS equal to the budget at the end of the extended financial year, 80% of the theoretical variable remuneration is acquired. In the event of the realisation of an EPS at the end of the extended financial year higher or lower than the budget, this part of the theoretical variable remuneration acquired on the basis of this criterion will be adjusted upwards or downwards in a range of 50% to 150% in proportion to the difference between the EPS achieved and the budget insofar as this difference is, respectively, within a range of 10% below and 10% above the budget. In concrete terms, this means that a realized EPS of less than 90% of the budget, will not result in any variable remuneration on the basis of this criterion, and therefore in such case only variable remuneration can be obtained on the basis of, and to the extent that, the other criteria mentioned below are realized. On the other hand, if an EPS of 110% or more of the budget is achieved, this will result in 150% of the part of the theoretical variable remuneration that can be obtained on the basis of this criterion, as the case may be in addition to any part of the theoretical variable remuneration that can be obtained on the basis of the other criteria listed below. In the event of dilution as a result of a possible capital increase during the extended financial year, the EPS will be adjusted to take into account the dilution of the result mathematically resulting from the capital increase.

– the consolidated operating margin (operating result for the result on the portfolio divided by the net rental result) must be at least equal to the budget (quantitative criterion with a weighting of 20%) (the budget for the extended financial year provides for an operating margin of 82,10% as per 31 December 2020).

(c) Establishment of the maximum amount of the variable remuneration for the financial year 2021

For the financial year 2021, the variable remuneration will amount to a maximum of 50% of the annual gross remuneration, excluding benefits in kind, the pension plan and the long-term incentive plan. The award criteria will be determined at a later date.

(d) Determination of the amounts of the fixed remuneration of the members of the Executive Committee for the period from 1 July 2020 until 31 December 2020

Additionally, the Nomination and Remuneration Committee also proposes with respect to the other aspects of the remuneration of the members of the Executive Committee, for the last six months of the extended financial year (i.e. the period from 1 July 2020 until 31 December 2020):

(i) CEO:

  • a. the fixed annual remuneration (unchanged, save for indexation), as applied pro rata temporis for the last six months of the current extended financial year: €251,681;
  • b. the maximum variable remuneration: €125,841 (before indexation), based on the abovementioned criteria.
  • (ii) with respect to the other members of the Executive Committee (CFO, COO, CIO and CLO/CM&AO in aggregate):
  • a. the fixed annual remuneration: €579,921 (unchanged, save for indexation; except for the CIO for whom the Nomination and Remuneration Committee proposes to increase his fixed annual remuneration to €250,000, given the increased role and responsibilities of the CIO in the context of the further international expansion of Aedifica and the dynamic investment strategy pursued by Aedifica), as applied pro rata temporis for the last six months of the current extended financial year.

The above aggregate amount will be adapted to and is still subject to a pro rata temporis adaptation of the remuneration of the COO in view of the contractual arrangements in respect of her departure per 31 October 2020.

b. the maximum variable remuneration (theoretical maximum on an annual basis): €289,961 (without indexation), based on the abovementioned criteria.

The above proposed resolutions are unanimously approved by all members of the Board of Directors that participated in the deliberation and voting process. In application of article 7:96 of the BCCA, the Executive Directors did not participate in this process.

Minutes of the Board of Directors meeting of 17 December 2020

Remuneration of the members of the Executive Committee In application of section 7:96 of the Belgian Code on Companies and Associations and section 37 of the BE-REIT Act, the Executive Directors report that they each have an interest of a patrimonial nature that is contrary to the Company and that they will inform the Statutory Auditor thereof. This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of the Executive Directors (in their capacity of member of the Executive Committee). All Executive Directors leave the meeting during the deliberations with respect to these agenda items.

– Long-term incentive plan – adaptation of modalities

Further to the Company achieving its long-term strategy to become a pure-play investor in European healthcare real estate, the Board of Directors on May 14, 2019 decided to grant the members of the (then) management committee, within the framework of the longterm incentive plan, a one-off additional gross remuneration, the 'Ad Hoc LTIP'. The managers used the net cash to invest in shares of the Company. They irrevocably committed to hold these shares for a period of 3 years.

Additionally, and in line with past practice, the members of the (then) management committee also received a gross remuneration in the context of the annual long-term incentive plan, the 'LTIP 2019/2020'. This annual LTIP was approved by the Board of Directors of November 12, 2019. The managers used the net cash to invest in shares of the Company. Moreover, they irrevocably committed to hold these shares for a period of 3 years, it being understood that (i) a contractual claw back arrangement has been included in the addenda to the management agreements whereby a (partial) return obligation of the shares obtained in execution of the LTIP 2019/2020 is provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement will lapse, among other things, in the event of a public bid and a change of control over Aedifica.

Both plans were decided by the Board of Directors pursuant to (then) article 520ter of the Belgian Companies Code (currently 7:91 BCCA).

In view of the unclarity under Belgian law as to the precise scope of said article 520ter of the Belgian Companies Code and the adverse shareholders' reactions received at the occasion of the last ordinary general meeting with respect to certain modalities of the LTIP (namely, the lapse of lockup period in case of change of control), it is deemed advisable to amend the terms of the 2019/2020 LTIP and the Ad Hoc LTIP to reasonably remove any doubt as to the possibility for the Board of Directors to approve the plans (in accordance with (then) article 520ter Belgian Companies Act (currently 7:91 BCCA)), to accommodate shareholders concerns and to align the modalities of both LTIP plans. This, by providing for a vesting scheme spread over a three-year period and for vesting conditions, that are otherwise aligned with what is market practice and generally considered to be acceptable (including the removal of the takeover and change of control exceptions in the good leaver exceptions).

It is thus proposed to amend the 2019/2020 LTIP as follows with respect to each of the members of the Executive Committee:

  • (i) the 'vesting scheme' as initially agreed is amended to a three year 20%/30%/50% vesting scheme, in each to be calculated by reference to the date of the acquisition of the shares;
  • (ii) the takeover and change of control exceptions are removed from the good leaver exceptions as currently included in the plan;
  • (iii) the return for nil consideration obligation currently attached to 30% of the shares granted under the 2019/2020 LTIP (70% of the shares had already vested) are to be removed. In exchange in a leaver event, the members of the Executive Committee shall (only) be under an obligation to return the shares subject to being reimbursed (i) for any shares that would have vested prior to the expiry of the three year claw back period at market price when the triggering leaver event occurs and (ii) for any shares that would not yet have vested prior to the expiry of the three year claw back period at the lower of the market price or acquisition price when the triggering leaver event occurs, increased in case of (ii) as the case may be by an indemnification for any taxes the members of the Executive Committee might be subject to as a result of the non-compliance period with the 2 year minimum holding period as required further to comment 36/16 of the Belgian Income Tax Code if the retransfer were to occur prior to such 2 year period, if any.

It is thus also proposed to amend the Ad Hoc LTIP as follows with respect to each of the members of the Executive Committee:

  • (i) Aathree year 'vesting scheme' (20%/30%/50%) is introduced, in each case to be calculated by reference the date of the acquisition of the shares;
  • (ii) a triggering leaver event requiring the members of the Executive Committee to return the unvested shares is deemed to occur in the same circumstances as those defined under the current terms of the 2019/2020 LTIP as amended as aforesaid, thus also removing the public takeover and the change-of-control exceptions from the good leaver exceptions;
  • (iii) the members of the Executive Committee (only) be under an obligation to return the shares subject to being reimbursed (i) for any shares that would have vested prior to the expiry of the three year claw back period at market price when the triggering leaver event occurs and (ii) for any shares that would not yet have vested prior to the expiry of the three year claw back period at the lower of the market price or acquisition price when the triggering leaver event occurs, increased in case of (ii) as the case may be by an indemnification for any taxed the managers might be subject to as a result of the non-compliance period with the 2 year minimum holding period as required further to comment 36/16 of the Belgian Income Tax Code if the retransfer were to occur prior to such 2 year period, if any.

The Board of Directors discusses the above proposals and takes note of the fact that the proposed amendments have been considered following legal advice received as to what can be deemed reasonable to remove any doubts as to the possibility for the Board of Directors to (have) approve(d) the plan.

The Board further considers that in proceeding on such basis, the terms of the Ad Hoc LTIP and the 2019-2020 LTIP would be fully aligned and provide for a 3 year vesting period with claw back effect in case of bad leaver as required further to (then) article 520ter (currently 7:91 BCCA), the reimbursement undertaking of the Company reasonably being deemed compliant with the same in view of the fact that the shares were not granted for free but against payment of the net amount of the cash grant that was intended to be definitively acquired to the managers.

The arrangement at the same time settles in a mutually satisfactory manner the waiver of certain acquired rights under both plans which the members of the Executive Committee have voluntarily agreed to for such purposes and can thus be deemed in the interest of the Company.

After deliberation, the Board of Directors decides unanimously to amend the 2019/2020 LTIP and Ad Hoc LTIP.

– Long term incentive plan 2020

The meeting of the Board of Directors of November 12, 2019 granted to the members of the Executive Committee the right to participate in the 'long term incentive plan' for the financial year 2019/2020 (period July 1, 2019 – June 30, 2020) (see above, the 2019/2020 LTIP). Meanwhile, the financial year was extended until December 31, 2020 by decision of the General Meeting of June 8, 2020.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors decides to grant the members of the Executive Committee the right to participate in the 'long term incentive plan' for the last six months of the prolonged financial year (i.e., for the period as from July 1, 2020 until December 31, 2020) for a gross amount of €87,500 (CEO) and €50,000 (each other member of the Executive Committee) under the same terms and conditions as the (amended – see supra) 2019/2020 LTIP.

– Annual remuneration 2021

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors decides that the amount of the annual remuneration of the members of the Executive Committee for 2021 is not adapted (save for indexation), with the exception of the fixed annual remuneration of the CIO which is increased with a gross amount of €25.000 to align it more closely with the remuneration of the other members of the Executive Committee.

10.2 COMPLIANCE OFFICER

The independent compliance function is performed in accordance with Article 17 of the Law of 12 May 2014 on regulated real estate companies (see above). Mr Thomas Moerman, General Counsel, performs the function of compliance officer. His duties include monitoring compliance with the rules of conduct and the declarations relating to transactions in shares of the Company carried out by Directors and other persons appointed by the latter on their own account in order to limit the risk of insider trading.

Monitoring transactions with Aedifica shares

The compliance officer draws up the list of persons who have information that they know or should know is privileged information and updates this list. He ensures that the persons concerned are informed of their inclusion on that list.

In addition, he ensures that the Board of Directors determines the so-called 'closed periods'. During these periods, transactions in Aedifica's financial instruments or financial derivatives are prohibited for Aedifica's Directors and for all persons on the aforementioned list, as well as for all persons with whom they are closely linked. The closed periods are as follows:

  • the 30 calendar days preceding the publication date of the annual and half-yearresults;
  • the 15 calendar days preceding the publication date of the quarterly results;
  • any period during which inside information is known;
  • any other period that the compliance officer considers to be a sensitive period, taking into account the developments occurring within the Company at that moment;

always ending one hour after publication of the annual, half-year or quarterly results respectively by means of a press release on the Company's website.

Restrictions on transactions by Directors and members of the Executive Committee

Directors, members of the Executive Committee and persons closely related to them who intend to carry out transactions involving financial instruments or financial derivatives of Aedifica must notify the compliance officer in writing at least 48 hours before the transactions are carried out. If the compliance officer himself intends to carry out such transactions, he must notify the chair of the Board of Directors in writing at least 48 hours before the transactions are carried out. The compliance officer or, where applicable, the chair of the Board of Directors, shall inform the person concerned within 48 hours of receipt of the written notification whether, in his opinion, there are reasons to believe that the planned transaction constitutes a regulatory violation. The Directors, the members of the Executive Committee and the persons closely related to them must confirm the execution of the transactions to the Company within two working days. The compliance officer must keep a written record of all notifications regarding the planned and completed transactions and confirm receipt of such notifications in writing.

The Directors, the members of the Executive Committee and the persons closely related to them must report to the FSMA any transactions in shares of the Company that they carry out of their own account. The reporting obligation referred to above must be fulfilled no later than three working days after the transactions have been carried out.

10.3 REPORTING IRREGULARITIES

Aedifica has an internal procedure for reporting potential or actual violations of the applicable legal regulations, its Corporate Governance Charter and its Code of Conduct. This procedure for reporting irregularities constitutes an appendix to the Corporate Governance Charter.

10.4 RESEARCH AND DEVELOPMENT

Aedifica does not carry out any research and development activities as referred to in Articles 3:6 and 3:32 BCCA.

10.5 CAPITAL INCREASES WITHIN THE SCOPE OF THE AUTHORISED CAPITAL

Pursuant to Article 7:203 BCCA, the Board of Directors gives an explanation below of the capital increases decided upon by the Board of Directors during the financial year and, where applicable, gives an appropriate explanation regarding the conditions and actual consequences of the capital increases, whereby the Board of Directors limited or excluded the shareholders' preferential right.

Pursuant to a decision by the Board of Directors of 22 April 2020 to increase the capital within the scope of the authorised capital by contribution in cash,with cancellation of the legal preferential right and without allocation of an irreducible priority allocation right, the capital (see section 3.2 of the management report) was increased on 28 April 2020 by €64,916,982.75 to bring it from €649,170,038.59 to €714,087,021.34. 2,460,115 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as from 28 April 2020.

Within the scope of the authorised capital (see section 3.2 of the management report), and by a decision of the Board of Directors of 9 July 2020, the capital was increased by €11,494,413.08 to bring the amount of €714,087,021.34 to €725,581,434.42 via a contribution in kind. 435,596 new shares, with no nominal value, were issued. They are of the same type and enjoy the same rights and benefits as existing shares. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as of 28 April 2020.

Pursuant to a decision by the Board of Directors of 13 October 2020 to increase the capital within the scope of the authorised capital by contribution in cash, with cancellation of the preferential right and allocation of irreducible priority allocation rights, the capital (see section 3.2 of the management report) was increased by €145,116,265.78 on 27 October 2020, to raise it from €725,581,434.42 to €870,697,700.20. 5,499,373 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as of 27 October 2020.

Within the scope of the authorised capital (see section 3.2 of the management report), and by a decision of the Board of Directors of 17 December 2020, the capital was increased by €2,383,608.52 to bring the amount of €870,697,700.20 to €873,081,308.72 via a contribution in kind. 90,330 new shares, with no nominal value, were issued. They are of the same type and enjoy the same rights and benefits as existing shares. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as from 27 October 2020.

An appropriate explanation regarding the conditions and the actual consequences of the capital increase of 27 October 2020, whereby the preferential right of the shareholders was cancelled and an irreducible priority allocation right was granted, is given in the special report of the Board of Directors drawn up in application of Article 7:179, §1, first paragraph and Article 7:191, second paragraph of the BCCA dated 13 October 2020. In the event of a capital increase via contribution in kind, the shareholders have no preferential right and no special report is drawn up in application of Article 7:191 BCCA.

10.6 ELEMENTS THAT ARE LIABLE TO HAVE CONSEQUENCES IN THE EVENT OF A PUBLIC TAKEOVER BID

In accordance with Article 34 of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, Aedifica lists and, where appropriate, explains the following elements, insofar as these elements are liable to result in a public takeover bid.

Capital structure

Underwritten and fully paid-up capital

There is only one type of share, with no indication of nominal value: all shares are subscribed and all are fully paid up. As at 31 December 2020, the capital amounts to €873,081,308.72. It is represented by 33,086,572 shares, each representing 1/33,086,572nd of the capital.

Rights and obligations attached to Aedifica shares

All holders of Aedifica shares have equal rights and obligations. As regards these rights and obligations, reference is first made to the regulations applicable to Aedifica: the Companies and Associations Code, the Law of 12 May 2014 on regulated real estate companies, and the Royal Decree of 13 July 2014 on regulated real estate companies. Reference must also be made to the relevant provisions contained in the Articles of Association (see section 4 of the 'Permanent documents' chapter).

Legal, statutory or conventional restrictions on the transfer of securities

The transfer of Aedifica's shares is not subject to any legal or statutory restrictions. In order to guarantee sufficient liquidity to investors (and potential investors) in Aedifica's shares, Article 21 of the Law of 12 May 2014 provides that Aedifica's shares are admitted to trading on a regulated market. All 33,086,572 Aedifica shares are listed on Euronext Brussels and Euronext Amsterdam (regulated markets).

Special controlling rights

Aedifica does not have holders of securities to which special controlling rights are attached.

Mechanism for controlling any employee share plan when controlling rights are not directly exercised by employees Aedifica has no (such) employee share plan.

Legal or statutory restrictions on the exercise of voting rights

As at 31 December 2020, Aedifica did not own any of its own shares.

Shareholder agreements known to Aedifica that may restrict the transfer of securities and/or the exercise of voting rights As far as Aedifica is aware, there are no shareholder agreements that may restrict the transfer of securities and/or the exercise of voting rights.

Rules for the appointment and replacement of the members of the management body and for the amendment of Aedifica's Articles of Association

Appointment and replacement of the members of the management body

In accordance with Article 10 of the Articles of Association, the members of the Board of Directors are appointed for a maximum term of three years by the General Meeting of Shareholders, which can also remove them at any time. They may be re-elected. The mandate of the outgoing and non-re-elected directors ends immediately after the General Meeting that provides for the new appointments.

If one or more mandates become vacant, the remaining Directors, meeting in council, can provisionally provide for replacement until the next General Meeting, which then decides on the final appointment. This right becomes an obligation each time the number of Directors effectively in office or the number of independent Directors no longer reaches the statutory minimum. A Director appointed to replace another person shall complete the mandate of the person he or she replaces.

Amendments to the Articles of Association

As regards amendments to the Articles of Association, reference is made to the regulations applicable to Aedifica. In particular, it should be noted that any draft amendment to Aedifica's Articles of Association must be approved in advance by the FSMA.

Powers of the management body, in particular regarding the possibility of issuing or repurchasing shares

In accordance with Article 6.4 of the Articles of Association, the Board of Directors is authorised to increase the capital one or more times, on the dates and according to the modalities determined by the Board of Directors, up to a maximum amount of:

1) 50% of the capital amount on the date of the Extraordinary General Meeting of 8 June 2020, rounded down to the euro cent, if applicable, for capital increases by way of contribution in cash, whereby a provision is made for the possibility of exercising the statutory preferential subscription right or the priority allocation right by the shareholders of the Company,

  • 2) 50% of the capital amount on the date of the Extraordinary General Meeting of 8 June 2020, rounded down to the euro cent, if applicable, for capital increases within the scope of the distribution of an optional dividend,
  • 3) 10% of the capital amount on the date of the Extraordinary General Meeting of 8 June 2020, rounded down to the euro cent, if applicable, for a) capital increases by way of contribution in kind, b) capital increases by way of contribution in cash without the possibility of exercising the preferential right or the irreducible priority allocation right, or c) any other form of capital increase,

on the understanding that the capital within the scope of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that approves the authorisation.

This permission is granted for a renewable period of 5 years, starting from the publication of the decision of the Extraordinary General Meeting of 8 June 2020 in the Appendices to the Belgian Official Gazette.

As at 31 December 2020, the balance of the authorised capital amounts to 1) €211,927,244.89 if the capital increase to be realised provides for the possibility of the shareholders of the Company exercising the preferential right or the irreducible priority allocation right, 2) €357,043,510.67 for capital increases within the framework of the distribution of an optional dividend, and 3) €57,530,680.53 for a. capital increases by way of contribution in kind, b. capital increases by way of contribution in cash without the possibility of the shareholders of the Company exercising the preferential right or the irreducible priority allocation right, or c. any other form of capital increase. Taking into account the total maximum amount of the authorised capital (€714,087,021.34), the Company is able to raise its capital by €555,092,733.96.

Moreover, in accordance with Article 6.2 of the Articles of Association, Aedifica can acquire, pledge or dispose of its own shares, in accordance with the conditions provided for in the Companies and Associations Code, subject to notification of the transaction to the FSMA. As at 31 December 2020, Aedifica had pledged 2,508 of its own shares.

Important agreements to which Aedifica is a party and which enter into force, are amended or expire in the event of a change of control over Aedifica following a public takeover bid

It is common practice that credit agreements contain so-called change of control clauses that allow the lender to demand immediate repayment of the outstanding loans, interest and other outstanding amounts in the event of a change of control over the Company.

The following credit agreements contain such change of control clauses:

  • the credit agreements with BNP Paribas Fortis established on 15 June 2016, 24 February 2017, 14 November 2017 and 31 October 2019;
  • the credit agreements with KBC Bank established on 28 June 2016 and 12 November 2019;
  • the credit agreements with Caisse d'Epargne Hauts De France established on 7 June 2016 and 4 January 2018;
  • the credit agreements with Banque européenne du Crédit Mutuel established on 25 May 2018 and 21 December 2018;
  • the credit agreements with Belfius Bank established on 27 November 2014, 27 June 2016, 14 May 2018, 21 December 2018 and 18 May 2020;
  • the credit agreements with ING Belgium established on 19 February 2016, 20 September 2016, 14 February 2017 and 15 May 2018;
  • the credit agreements with BNP Paribas Niederlassung Deutschland established on 24 October 2016 and 12 November 2019;
  • the credit agreements with Triodos Bank established on 3 February 2017 and 15 May 2018;
  • the credit agreements with Argenta Spaarbank and Argenta Assuranties established on 20 December 2017;
  • the syndicated loan agreement with the BPCE group established on 29 June 2018;
  • the credit agreements with ABN Amro Bank established on 29 March 2019 and 12 March 2021;
  • the credit agreement with BNP Paribas Fortis, JP Morgan Securities and ING Belgium established on 31 October 2019;
  • the credit agreements with Société générale established on 13 March 2020 and 31 August 2020; and
  • the credit agreements with Hoivatilat and OP Corporate Bank established on 5 March 2021.

In addition, the treasury notes issued on 17 December 2018 under the long-term treasury notes programme contain a similar change of control clause.

In addition, the Note Purchase Agreement of 17 February 2021 and the debt instruments subsequently issued on 3 March 2021 between the Company and the holders of such debt instruments also contain provisions granting early redemption of the debt instruments in the event of a change of control over the Company.

Each of these clauses relating to a change of control was approved by the General Meeting (see minutes of previous General Meetings), with the exception of the clauses included in the credit agreements established in the course of the past financial year and in the above-mentioned Note Purchase Agreement, for which approval of the change of control clause will be requested at the General Meeting of 11 May 2021.

Agreements established between Aedifica and its Directors or employees providing for compensation if, following a public takeover bid, the Directors resign or must resign without a valid reason or the employment of the employees is terminated

If the management agreement with the CEO is terminated within six months of a public takeover bid by one of the parties without serious misconduct, the CEO is entitled to a severance payment equal to eighteen months' remuneration.

No such contractual clause was included in the agreements established with the other members of the Executive Committee or with Aedifica employees.

BELOW DE KAAP – CARE HOME IN HOOGEVEEN (NL)

Corporate social responsibility

As our slogan "housing with care" demonstrates, sustainable entrepreneurship is deeply embedded in Aedifica's DNA. We are committed to living up to this motto in an environmentally and socially responsible manner, in close cooperation with our operational partners. We believe that the growth of our enterprise goes hand in hand with supporting the people and communities around us, without this compromising our planet.

Corporate social responsibility

We have identified all key sustainability issues relevant for the healthcare real estate sector and have developed an ambitious ESG action plan that will be implemented by 2025, thereby assuming our responsibilities towards society. Based on the 'Sustainable Development Goals' (SDG's) of the United Nations, the ESG action plan sets out the long-term environmental, social and governance (ESG) goals that Aedifica wants to achieve.

All information concerning Aedifica's corporate social responsibility efforts can be found in the 2020 sustainability report, which is available on Aedifica's website as from 31 May 2021 (https:// aedifica.eu/sustainability).

ESG ACTION PLAN FOR 2025

The 2025 ESG Action Plan was first published in the 2018 Sustainability Report and puts Aedifica's long-term goals into practice through concrete action points. The plan provides a practical framework for making the real estate portfolio more sustainable by, among other things, investing in energy-efficient systems (such as solar panels, thermal storage facilities, etc.) and for developing the relationship with Aedifica's various stakeholders (such as employees, shareholders, residents, etc.), while keeping in mind responsible business practices. In the 2020 Sustainability report and subsequent editions, Aedifica will provide an update on the Group's progress.

THE ENVIRONMENT

In our ESG action plan, we set out how we will deliver on our pledge to reduce the environmental footprint of our portfolio. Amongst other things, this includes focusing on the life cycle assessment of our properties, the adaptation to climate change, efficient energy management and innovation in buildings. Three key objectives are described below:

To emphasise Aedifica's commitment to achieving these objectives, in 2020, Aedifica developed a Sustainable Finance Framework. The proceeds from the financial instruments that will be issued under this framework will be used exclusively for the financing/refinancing of sustainable buildings, projects concerning energy efficiency and projects of a social nature. In 2020, Aedifica completed a first private placement €40 million that was used to refinance sustainable buildings.

STAKEHOLDERS

We continue to involve our stakeholders actively by engaging with them proactively and maintaining good relations. In this way, we try to understand their needs and discuss the issues that they consider important. This open attitude underpins our identity and long-term vision. Our stakeholders have been clearly defined (see diagram) and we see it as our duty to listen and enter into dialogue with them. This is expressed, for example, in our continuous availability to our operators. We organise formal and informal contact moments. In order to optimise this contact, we also want to know from them what could be improved and have started with satisfaction surveys since 2019/2020 (both for employees and for care providers).

Setting out sustainability requirements

for external suppliers and service providers

10%

CO2 emission reduction per m²

of our locations have an energy monitoring system

GOOD GOVERNANCE

Aedifica has a corporate culture characterised by honesty and integrity, a sense of responsibility, strict ethics and compliance with statutory rules and corporate governance standards. The Group also expects the same mentality from the parties with which it works. To guarantee these high ethical business standards, we have prepared a number of policy documents around subjects such as, amongst other things, sustainability and human rights.

Our commitments are underpinned by the supporting of:

Since 2020, Aedifica has endorsed the UN Global Compact, the UN initiative for corporate social responsibility, and its principles in the areas of human rights, labour, environment and anti-corruption.

AWARDS

Aedifica's sustainability report on the Group's corporate social responsibility efforts in 2019 (published in May 2020) was awarded the "EPRA sBPR Gold Award" and received a GRESB score of 57.

RIGHT BRIDHAVEN – CARE HOME IN MALLOW (IE)

Risk factors

Aedifica carries out its activities in a constantly changing environment, which implies certain risks. Since the materialisation of these risks could have a negative effect on the Group, they are considered as part of every investment decision. Aedifica aims to manage these risks to the best of its ability. Thus, they are monitored on a regular basis by the Board of Directors and a risk management policy has been put in place, as detailed on page 118 in the 'Corporate Governance Statement' chapter.

Risk factors

This chapter only describes the risk factors that are specific and of material importance for Aedifica. This overview is thus not exhaustive and was prepared on the basis of the information that was available as of 16 March 2021. It is acknowledged that other risk factors may exist, which are currently unknown, remote or considered as benign for the Company, its operations and/or its financial position.

1. MARKET RISKS

1.1 REAL ESTATE MARKET RISK

Rent levels, vacancy rates and property values are highly influenced by market supply and demand. The principal risks that may arise from this are:

  • a decrease in rental income due to vacancy and turnover costs;
  • a decrease in contractual rents and the value of the portfolio when new leases are established or existing ones renewed;
  • capital losses on disposals;
  • a drop in the rental yield due to higher acquisition prices.

Aedifica anticipates these risks by pursuing an investment policy that is diversified in terms of geographical spread, care operators and healthcare real estate segments. Each segment of the market in which Aedifica invests targets different types of tenants and has distinctive characteristics (with respect to regulations,

lease terms, tenants' funding, etc.). Given that rental income comes from long-term leases, the Group has a good view on future revenue streams (the weighted average unexpired lease term (WAULT) of Aedifica's contracts stands at 19 years).

Aedifica also intends to continue to expand its portfolio in order to reduce the weight of each individual property, improve asset management, and increase the operating margin* through economies of scale. To this end, the Group maintains close relations with its main tenants and is advised by qualified local experts in each country. Nevertheless, the Group's diversification, portfolio growth and asset management cannot fully eliminate the risks outlined above.

Aedifica anticipates these risks by pursuing a diversified investment policy in terms of the geographical spread, care providers and healthcare real estate segments.

LEFT SPORENPARK – CARE HOME IN BERINGEN (BE)

1.2 CONCENTRATION RISK

Given the dynamism of the large care operators and the consolidation that has been going on in the private sector for a number of years, there is a risk of concentration of the tenant base, with a large proportion of the rents coming from a single tenant group. Such a concentration within the portfolio can result from acquisitions by the Group, but can also occur in a passive way through acquisitions and mergers of existing tenants. Concentration of the tenant base can influence the degree of diversification of the Group and cause a drop in income and cash flows when a tenant leaves or experiences financial difficulties. Furthermore, if the 20% diversification threshold set forth in Article 30 of the Belgian Law of 12 May 2014 (RREC law) would be exceeded, the Company would not be allowed to make any investments, divestments or undertake other actions that would result in this percentage increasing further.

The impact of tenant concentration on the diversification of Aedifica's tenant base has been offset by the strong growth of the portfolio. The integration of new tenants with solid business models (private as well as non-profit and public operators) provides a better spread of rental income over a larger group of tenants and this has significantly reduced the concentration risk. On 31 December 2020, Aedifica had a diversified tenant base of more than 100 operator groups. The five largest tenant groups represent 37% of Aedifica's contractual rents and the largest tenant group (Korian) represents only 13% (see page 84 of the Property Report for more information on tenant concentration). No tenant group exceeds the statutory limit of 20 % of the Group's consolidated assets.

1.3 INFLATION RISK

All rents are subject to indexation (although the indexation mechanism differs between the countries in which the Group operates). Since Aedifica's WAULT stands at 19 years, the future like-forlike evolution of rental income and the valuation of these assets depends to a large extent on inflation. The impact of inflation on rental income can be summarised as follows: an increase in the index of 100 bps would generate approx. €2.1 million in additional rental income.

In addition, in a context of increasing nominal interest rates, lower inflation implies higher real interest rates, which in turn implies that financial charges are growing faster than the indexation of rental income. Aedifica has taken the necessary steps to mitigate these risks (see section 3.1 - interest rate risk below). However, these

measures cannot completely eliminate the inflation risk and the risk of higher real interest rates which could have a negative impact on the Group's assets, business, financial position and prospects.

In the event of negative inflation, most contracts, but not all, set a floor at the level of the initial rent.

1.4 ECONOMIC RISK

The Group's activities are impacted by the general economic climate and are subject to economic cycles, as these affect the available income of existing tenants (and hence their ability to meet their financial commitments), the demand for rental properties and the valuation of real estate, as well as the availability and cost of financing. A downturn in key macroeconomic indicators could have a negative impact on Aedifica's business and its development prospects. Furthermore, there is a potential risk that co-contractors (service providers, banks providing credit and hedging, contractors, etc.) default or go bankrupt.

To mitigate these risks, Aedifica continues to diversify its investments within the limits of its investment strategy, both geographically and in accordance with other diversification themes (including building types, tenants, healthcare real estate segments, possibilities for alternative use, public funding, etc.). Moreover, it should be noted that healthcare real estate is a resilient real estate segment with strong growth potential. This is due to demographically-driven increases in the demand for healthcare properties in the countries where Aedifica operates, at the same time as supply tends to stagnate or grow more slowly as a result of restrictions imposed by public authorities. Furthermore, the healthcare sector benefits from the long-term support of public authorities that fund care in general, and care dependency in particular, through their social security systems. Despite the Group's diversification efforts, a negative shift in the main macro-economic indicators or defaults by its various partners may still have a negative impact on the Group's assets, business, financial position and prospects.

RIGHT ZUR ALTEN LINDE – CARE HOME IN RATHENAU (DE)

1.5 RISKS LINKED TO THE COVID-19 PANDEMIC

The global COVID-19 pandemic has led to higher mortality rates in the segment of people aged 80 years and older and has created specific operating challenges and risks for the tenants that operate Aedifica's (elderly care) buildings:

  • staff shortages due to sickness or quarantine measures;
  • higher costs due to protective measures;
  • (temporary) lower occupancy rates due to excess mortality, a negative public perception of residential care for the elderly and temporary admission stops.

These challenges and risks can lead to a decrease in the revenues of Aedifica's tenants and may in turn impact their capacity to pay rent. This can lead to a temporary or permanent reduction of Aedifica's rental income and can influence the valuation of its investment properties. As such, the main risk to Aedifica that could currently arise from the COVID-19 pandemic is the impact of this pandemic on the other identified risks.

The pandemic is evolving quickly and the consequences and risks for Aedifica's tenants are influenced by various factors and uncertainties: tenant size and solvency, (local) governmental measures, local spread of the virus and (local) lock-down measures, availability of staff, perception of the public vis-à-vis the sector, the availability of vaccines and the speed of vaccination programme implementations, etc. In the long term, the pandemic can also have an impact on the financing systems of the healthcare sector. The consequences of these risks for the Group (should they occur) cannot be predicted at this stage given their uncertain nature. However, due to the (continued) ageing of the European population (see page 19 – Our strategy), the pandemic will not have a material impact on the long-term demand for healthcare real estate.

As of 31 December 2020, the pandemic had no material impact on the results of the Group (see also the COVID-19 update in section 2 of the Management Report on page 41).

2. RISKS LINKED TO AEDIFICA'S REAL ESTATE PORTFOLIO

2.1 RENTS AND TENANTS

Aedifica's total turnover consists of rental income from buildings leased to professional care operators. When tenants leave on an expiry date or when the lease agreement lapses, new leases may yield lower rents than the current leases. A gloomy economic climate or other factors that can have a material impact on the rent payment capacity of tenants (for example, the COVID-19 pandemic can lead to a decrease in the occupancy rate, putting pressure on the rent payment capacity of care operators) can also lead to the renegotiation of current leases. Such renegotiations can lead to rent reductions whereby the rent levels of tenants are rebalanced as compared to their future income potential in order to ensure the sustainability of the cash flows generated by the buildings. This could have a negative impact on the Group's income and cash flows. The concentration of the tenant base (see page 169) could further increase this risk.

Aedifica is also exposed to the risk of financial default by its tenants. Tenant default can have a negative impact on the Group's results and therefore on earnings per share and the capacity to pay dividends. Furthermore, the Group is not insured in the event of such tenant defaults. To mitigate this risk, Aedifica ensures that there is a thorough analysis of the business plan of the operators, that there is constant monitoring of the financial performance of existing tenants and that there is a rigorous procedure for the invoicing and follow-up of tenants with payment difficulties. Moreover, in most cases a rental guarantee is agreed with the operator (in the form of bank guarantees, blocked accounts or other guarantees), in line with established market practice.

Despite these measures, the risk of loss of rental income cannot be ruled out. As of 31 December 2020, the charges on the provisions for doubtful debts amounted to approx. €3.3 million on approx. €259.5 million in rental income. A loss of €10 million in rental income would reduce earnings per share by approx. €0.38. A decrease in rental income can also have a negative effect on the valuation of the property concerned.

2.2 VALUATION OF THE BUILDINGS

The fair value of investment properties (accounted for in accordance with IAS 40) fluctuates over time and depends on various factors over which Aedifica does not have

complete control (such as decreasing demand or occupancy rates, an increase in the transfer charges, etc.). A potential impairment loss on properties of the portfolio could have a negative impact on the results and financial situation of the Group. Each quarter, the fair value of investment properties is assessed by independent valuation experts. As of 31 December 2020, a change of 1% in the fair value of investment properties would have an impact of approx. €37.6 million on the net income, approx. €1.42 on the net asset value per share and approx. 0.4% on the consolidated debtto-assets ratio. Over the course of the financial year (18 months), the fair value of marketable investment properties increased by 1.9%.

2.3 DEVELOPMENT ACTIVITIES

Aedifica acquires buildings under development and also develops its own projects (specifically in Finland and Sweden and to a limited extent in other countries), which allows the Group to supervise the development works and ensure that the delivered buildings are of high quality. These development activities entail the following potential risks:

  • finding the right partners to carry out the building work;
  • building delays can lead to a loss of potential income;
  • budget overruns as compared to initial investment budget;
  • the bankruptcy of a construction company can lead to delays and additional costs;
  • increased building costs;
  • a complex permit process can lead to delays and additional costs;
  • health and safety on construction sites;
  • other organisational problems.

Through the demographically driven increasing demand healthcare real estate is a resilient real estate segment with a strong growth potential.

While the risks arising from development activities cannot be avoided, the Group does its best to negotiate contracts that minimise them:

  • the projects in which Aedifica invests are always backed by a pre-let agreement;
  • investments in turnkey projects;
  • obtaining a building permit is always a preceding condition for the project.

As of 31 December 2020, Aedifica's total investment budget for development projects amounts to approx. €756 million.

2.4 MANAGEMENT

To maintain the quality of Aedifica's real estate (and its independent valuation), the Group has developed an internal property management structure, under which property managers visit and inspect the buildings on a regular basis, engage with tenants and evaluate whether the safety and maintenance of the buildings meet quality standards. On the basis of this dialogue, investments are made in renovations or extensions when necessary. Although Aedifica always enters into long-term relationships with its tenants and the Group regularly monitors the quality of its portfolio and invests in renovations where necessary, the risk cannot be excluded that the perceived quality of its buildings may deteriorate significantly and have an impact on the valuation of the buildings (see above).

The buildings in Aedifica's portfolio are insured against fire and other disasters. The insurance policies are usually taken out by the tenants and also cover rental vacancies during the reconstruction of buildings.

In addition, there is also a risk that when a tenant leaves, his/her/ its rental guarantee does not cover the financial risk of renovations or changes to the building.

RIGHT RICHMOND MANOR – CARE HOME IN AMPTHILL (UK)

BELOW HUIZE ERESLOO – CARE RESIDENCE IN EERSEL (NL)

3. FINANCIAL RISKS

3.1 INTEREST RATE RISK

A substantial part of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit, when applicable, from low interest rates on the non-hedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a period of several years the interest rates related to at least 60% of its current or highly probable indebtedness. As of 31 December 2020, 79% (30 June 2019: 98%) of the amounts drawn in euro on variable-rate credit lines were covered by hedging instruments (swaps and caps). Including the credit lines in British pounds, the hedging rate is 70%.

This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the timing of the increase of the nominal interest rates and the timing of the indexation of rental income.

In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. An analysis of Aedifica's hedges is included in Note 33 of the consolidated financial statements.

3.2 DEBT STRUCTURE

Aedifica's debt-to-assets ratio is monitored and published each quarter and its evolution is projected during the approval process of each major investment project. As of 31 December 2020, the consolidated debt-to-assets ratio amounted to 43.2%. Section 4.3 of the Management Report also sets out Aedifica's additional theoretical debt capacity, taking into account the maximum permitted debt-to-assets ratio for regulated real estate companies (65% of total assets), or the bank covenants (60% of total assets).

In its relations with financial counterparties, Aedifica is bound to observe a number of financial parameters, as part of certain credit facilities and/or the legal regimes to which all or certain entities of the Aedifica group are subject. Non-compliance with financial parameters could lead to:

  • sanctions (e.g. the loss of the RREC status) and/or increased regulatory oversight in the event of non-compliance with the statutory financial parameters (e.g. exceeding the 65% threshold for the consolidated debt-to-assets ratio);
  • a cancellation or renegotiation of credit facilities, or mandatory early repayment of outstanding amounts as well as reduced confidence among investors and/or financial institutions, in the event of non-compliance with contractual covenants (e.g. exceeding the 60% threshold of the consolidated debt-to-assets ratio, change of control of the Group, etc.), which in turn could lead to reduced liquidity. As Aedifica does not have controlling shareholders (only one shareholder exceeds the 5% transparency notification threshold), there is a potential risk of a hostile takeover that can trigger the so-called 'change of control' clause;
  • some or all of these defaults could allow creditors to (i) seek early repayment of such debts as well as other debts subject to cross-default or cross-acceleration provisions, (ii) declare all outstanding loans due and payable and/or (iii) cancel undrawn commitments;
  • in line with market practice, credit facilities include market disruption clauses and material adverse change (MAC) clauses which, in some extreme circumstances, can generate additional costs for the Company, and in even more extreme cases can even lead to the early termination of the credit facility.

Although the potential impact would be significant, Aedifica evaluates the risk as unlikely.

3.3 LIQUIDITY RISK

The Group may be exposed to a liquidity risk if its existing financing agreements are not renewed at maturity, if no additional new funding sources can be found to finance the portfolio growth or due to a lack of cash flow in the event of early termination of the credit facilities.

To finance its activities and investments, Aedifica relies heavily on its ability to raise financial resources. This ability can be disrupted by a variety of (external) factors, such as disruptions in international financial debt and equity markets, a reduction in the lending capacity of banks, a deterioration in the creditworthiness of the Aedifica group, a negative perception of investors with regard to real estate companies, etc. Any of these events could cause Aedifica to experience difficulties in accessing funding under its existing or new credit facilities or in the capital markets. As a consequence, Aedifica might not be able (i) to meet its financial obligations (including interest payments, loan repayments, operating costs or development costs), or (ii) to finance its activities.

If the Company would be exposed to a liquidity issue, it could, in the worst case, be forced to dispose of assets.

As of 31 December 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million of confirmed bank financing and medium-term notes. The remaining headroom (€593 million), including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet amounting to approx. €225 million (see section 5 of the Management Report).

Aedifica aims to further diversify its financing sources. In this context, Aedifica launched a programme to issue treasury notes with varying maturities in 2018. The short-term treasury notes are fully hedged by the available funds on confirmed long-term credit lines and thus they do not increase the liquidity risk. Details regarding Aedifica's credit lines are described in Note 32 of the Consolidated Financial Statements.

As Aedifica's financial model is based on a structural indebtedness, cash balances remain relatively limited. They amounted to approx. €23.5 million as of 31 December 2020 (at consolidated level).

3.4 EXCHANGE RATE RISK

Aedifica earns approx. 24% of its income and incurs part of its expenses in the United Kingdom and Sweden and is therefore exposed to an exchange rate risk. Future fluctuations in the exchange rate may affect the value of Aedifica's investment properties, rental income and the net result, all of which are expressed in euros. An active hedging policy is in place to limit the GBP/EUR exchange rate risk and its impact on Aedifica's result, if and when it is deemed necessary.

A 10% change of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €6.1 million on the Group's annual rental income and approx. €1.1 million on the Group's net result.

Aedifica's activities in Sweden are currently still limited (approx. 1% of revenues), which means the SEK/EUR exchange rate risk is not yet considered material. As activities in Sweden grow, exchange rate fluctuations will have a greater impact on the value of investment properties and rental income.

3.5 BANKING COUNTERPARTY RISK

Signing a credit facility or hedging instrument with a financial institution generates a counterparty risk in the event of counterparty default. To mitigate this risk, Aedifica trades with several reputable European banks to ensure the diversification of counterparties for its financing and for the hedging instruments. By ensuring a diversified base of the counterparties (see Note 36 of the Consolidated Financial Statements), the Group seeks to mitigate the risk associated with these banking counterparties. The banking counterparties for hedging instruments are, in descending order of importance, ING, BNP Paribas Fortis, KBC and Banque Européenne du Crédit Mutuel.

4. LEGAL AND REGULATORY RISKS

4.1 RISKS LINKED TO REGULATORY CHANGES

New regulations or changes to existing regulations (at European, national or local level), including those relating to healthcare, property rental, taxation, the environment, urban development, mobility policy, privacy and sustainable development, the renewal of licences with which Aedifica or its tenants must comply, or a change in the application or interpretation of such regulations by the administration (including the tax administration) or the courts, can increase the administrative costs and liabilities of the Group, and may have a major impact on the return, the fair value of the investment properties and on the tenants.

In particular, it is changes in the healthcare financing system that pose the greatest risk to the Group. Often the revenues of care operators are derived in part from subsidies (direct or indirect) granted by local social security systems. These systems depend on national and local governments and can be reformed from time to time depending on the political situation. A reform of these financing systems in one of the regions in which Aedifica operates (e.g. as a result of the pressure exerted by the COVID-19 pandemic on social security systems), could potentially have an impact on the solvency of care operators, thus creating the risk that they would not be able to meet their contractual obligations towards the Group.

Although Aedifica strictly monitors compliance with regulations, drawing on all necessary expertise, the risks associated with regulatory changes cannot be ruled out.

4.2 RISKS LINKED TO THE CORPORATE STATUS AND TAX REGIMES

As a 'public regulated real estate company under Belgian law' ('public RREC'), and in order to keep this status, Aedifica is subject to the requirements of the law of 12 May 2014 on regulated real estate companies, as amended from time to time (the 'RREC Act'), which contain restrictions regarding (amongst others) the activities, the debt-to-assets ratio, the result processing, conflicts of interest and corporate governance.

As a public RREC, Aedifica benefits from a specific tax regime. Its result (rental income and capital gains on disposals, after deduction of operating costs and financial expenses) is exempt from corporate income tax at the level of the public RREC (i.e. the public RREC is subject to corporate income tax at the normal rate, but only on a limited taxable basis, consisting of the sum of (i) the abnormal or benevolent advantages it receives and (ii) the expenses and costs that are not deductible as business expenses, other than writedowns and capital losses on shares), while subsidiaries that do not have the status of a RREC or a specialised real estate investment fund remain subject to corporate income tax. To the extent that Aedifica directly holds real estate abroad, the Group may be subject to local taxes. The subsidiaries of the Company in Germany, Luxembourg, The Netherlands, the United Kingdom, Finland and Sweden are also subject to the provisions of the common corporate income tax laws that are applicable there.

If Aedifica is unable to meet the requirements of the RREC status (this would suppose major and re-iterated disregard for the provisions of the RREC Act), there is a risk that the market authority (the FSMA) will impose sanctions and that Aedifica might lose its RREC status. In that case, the Group would lose the benefits of its special tax regime as a public RREC and the benefit of the reduced withholding tax rate of 15% on its dividends (see section 4.3 below). Furthermore, the loss of the RREC status is generally

LEFT KLEIN VELDEKENS – CARE CAMPUS IN GEEL (BE)

considered in credit facilities as a reason for the early repayment of all loans granted to the Company, which could in turn lead to a reduced liquidity (see section 3.3 above).

Companies (other than RRECs or specialised real estate investment funds) which were, or are, absorbed by the Company, owe an exit tax payable on their unrealised capital gains and exempted reserves. The exit tax is calculated taking into account the provisions of the circular Ci. RH. 423/567.729 of 23 December 2004; the prescribed interpretation or practical application of this circular is subject to change at the Government's discretion at any time, which could, depending on the change, have a significant negative impact on the acquisition cost of real estate and thus on the overall profitability of the Group. Since the exit tax only applies to acquisitions in Belgium and, in recent years, Aedifica has carried out most of its investments in other countries, the potential impact of this risk is limited.

With regard to the Dutch activities, the Group has applied for its Dutch subsidiary to be recognised as a 'Fiscale Beleggingsinstelling' ('FBI'), a transparent tax regime. As a matter of prudence, the Group recognised a generally applicable corporate income tax burden in the income statement to account for the possibility that the Company may not obtain an 'FBI' status. In the meantime, Aedifica, assisted by external consultants, continues to work towards obtaining the FBI status, which could have a positive impact on the Group's results.

4.3 RISK OF THE WITHHOLDING TAX ON DIVIDENDS

The Belgian withholding tax on dividends amounts, in principle, to 30%, subject to reduction or exemption under the applicable Belgian provisions or tax treaties. However, a reduced withholding tax rate of 15% applies to dividends distributed by RRECs that invest at least 60% of their real estate directly or indirectly in 'healthcare real estate' (Article 269, §1, 3° of the Belgian Income Tax Code '92). Healthcare real estate is defined as immovable property that is located in a member state of the European Economic Area and is exclusively or mainly used or intended as residential units adapted to residential care or health care. As Aedifica invests more than 60% of its property portfolio in healthcare real estate, shareholders benefit from this reduced rate of 15%. If the Group were no longer to comply with this 60% threshold, shareholders would have to pay the standard withholding tax rate (30% instead of 15%). In addition, there is a political risk that the reduced withholding tax rate might be abolished or its terms adjusted in such a way that Aedifica's shareholders would no longer be entitled to it. While this risk would not have a material impact on the Group's activities, the cancellation of the reduced withholding tax rate could make the Aedifica share less attractive and lead to a temporary decrease in the share price.

RIGHT DE STATENHOF – CARE HOME IN LEIDEN (NL)

BELOW LAHDEN VALLESMANNINKATIE – SERVICE COMMUNITY IN LAHTI (FI)

5. BUSINESS RISKS

5.1 GROWTH MANAGEMENT RISK

Aedifica's steady growth could lead to a scarcity of available financing (in the form of either debt or equity). To counter this risk, the Group is developing an ever-expanding network of actual and potential providers of financial resources. It is also important that there is a positive perception of Aedifica's access to the capital

There is also an operational risk if, due to the pace of growth, the Group proves unable to integrate all its activities, acquisitions and takeovers correctly (e.g. when mistakes or operational problems occur, or when there are shortcomings in the follow-up of acquisitions). To counter these risks and to meet the challenges of its growth and internationalisation, the Group regularly updates its procedures, without compromising its flexibility and agility. In addition, an ERP system was implemented within the Group in 2020. The Group is also expanding its team to include individuals with specialised competencies.

5.2 INTERNATIONALISATION RISK

The internationalisation of the Group's activities can bring new risks related to the increasing complexity in the management of daily activities (specific characteristics of each foreign market, cultural barriers, language barriers, integration, property management, etc.) and the accumulation of regulatory risks in the different countries. These risks can have an impact on the reputation and prospects of the Group.

To mitigate these risks, Aedifica calls upon local experts to support its international development and implements the required structures and procedures to ensure smooth international development. By developing a business model based on close cooperation and interaction between local teams in the countries in which Aedifica operates, local proximity and agility are combined with economies of scale in terms of operational excellence and know-how. An additional benefit of this business model is that it can be easily rolled out to new markets.

RIGHT HUIZE DE COMPAGNIE – CARE RESIDENCE IN EDE (NL)

6. RISKS RELATED TO SUPPORT PROCESSES

6.1 RISKS RELATED TO TEAM MEMBERS

Aedifica's international growth has increased the Group's visibility, which may trigger headhunters to recruit members of the Aedifica team. The unexpected departure of certain key staff members could expose Aedifica to a certain risk of disorganisation and loss of knowledge and could have adverse consequences for the Group's development.

Consequently, Aedifica has developed a human resources policy aimed at retaining its employees within the company to the greatest extent possible through (amongst other things) an appropriate remuneration policy, offering a training programme and the possibility of internal career development. In addition, the Group has a proactive recruitment policy which has led to the creation of several new positions in recent years. The risk of loss of knowledge due to the departure of key figures is further mitigated, on the one hand, by staff growth and, on the other, by the development of a high-performance business model and the standardisation of business processes which ensure that Aedifica's experience and know-how remain within the company and continue to circulate efficiently among its team members.

6.2 IT RISKS

Good management of the IT infrastructure is of fundamental importance for Aedifica. A loss or unavailability of data could cause a disruption of management and investment activities, and a disruption of the internal and external reporting process. To mitigate these risks, Aedifica has an IT manager who is assisted by an external partner in managing the IT infrastructure (hardware and software) and in the security and storage of the data. Furthermore, a cyber security policy has been signed, which insures the Group against various types of cybercrime. However, the Group cannot completely eliminate IT risks.

5.3 REPUTATIONAL RISK

Reputation and visibility are key issues for a listed group in full growth. With Aedifica's growth and internationalisation, the possibility and impact of the risk of reputational damage is increasing: not only must the Group ensure its reputation and visibility in the different countries in which it operates, its reporting is also analysed more carefully by an ever-growing group of investors and analysts. Should Aedifica's reputation suffer, this could affect its growth prospects and make access to capital more difficult. The Group currently has an excellent reputation thanks to its 15-year track record and it remains in contact with its stakeholders in order to maintain this reputation. However, the Group cannot completely eliminate the risk of damage to its reputation.

5.4 RISK OF LACK OF GROWTH

Since its incorporation, the Group's portfolio has expanded at a compound annual growth rate (CAGR) of 28%. Aedifica's growth contributes to the premium included in the share price compared to the net asset value per share (on 31 December 2020, this premium was approx. 50%). Lack of growth hence constitutes a risk for a company like Aedifica as it could affect the stock market's expectations and could lead to a decline in the share price. Furthermore, a lack of growth could also trigger a breach of trust with the Group's various stakeholders or make access to capital more difficult. However, Aedifica is committed to maintain its sense of dynamism and entrepreneurship: the key team members are constantly expanding their networks and Aedifica invests in the development of country teams, which enables the Group to stay abreast of what is happening in its (local) markets and to easily identify new opportunities.

As Aedifica invests more than 60% of its portfolio in healthcare real estate, shareholders benefit from a reduced withholding tax rate of 15%.

6.3 INTEGRITY RISK

As the Group grows, so does the risk of practices that could compromise Aedifica's integrity, such as tax fraud, corruption, bribery or conflicts of interest. An erosion of the integrity could seriously damage the Group's reputation and have a severe impact on the activities of Hoivatilat, which regularly works with local authorities and the public sector. To mitigate this risk, Aedifica has implemented the necessary business processes and developed a code of conduct and an anti-bribery and corruption policy to which both its team members and its business partners must adhere. However, the risk of Aedifica's integrity being compromised cannot be completely eliminated.

7. ESG RISKS1

7.1 RISKS RELATED TO ESG TRANSPARENCY

As a result of international growth, the Group's activities are being monitored by an increasingly large group of institutional investors and financial institutions. For them, it is important that Aedifica has sound ESG scores in order to justify an investment in the Group or the granting of financing. Aedifica is therefore exposed to the risk of being insufficiently transparent with regard to its environmental, social and governance (ESG) objectives and perfomance, which could potentially cause the Group to lose investors or financing. A lack of ESG transparency could also lead to reputational damage. To mitigate these risks, Aedifica has developed an ambitious ESG action plan, which is communicated transparently in the Sustainability Report. In addition, the Group has entered into a dialogue with its tenants to raise their awareness of ESG measures and to support them in complying with these measures.

1 Please see the sustainability report for a complete overview of the ESG risks.

FAR LEFT HET GOUDEN HART – CARE RESIDENCE IN LEERSUM (NL)

LEFT -

AGO DRESDEN – CARE HOME IN DRESDEN (DE)

7.2 CLIMATE CHANGE RISK

Climate change can result in warmer summers across the European continent, which may require modifications to buildings to keep indoor temperatures comfortable (such as air conditioning, additional insulation, etc.). This may lead to a complete rethink of the way buildings are designed, with more attention being paid to the (active and passive) cooling of buildings. In addition, climate change may lead to rising sea levels and extreme weather conditions that could damage buildings. To mitigate these risks, building cooling, environmental aspects and flood risks are taken into account to the maximum extent when developing projects and in the due diligence process of acquisitions.

Financial statements1

  1. The Annual Financial Reports, the Management Reports and the Statutory Auditor's Reports related to the 2016/2017, 2017/2018 and 2018/2019 financial years, and the valuation expert's reports, interim statements and half year reports (including the Statutory Audito's Report) are available on Aedifica's website (www.aedifica.eu) or on request at the head office.

Financial statements

1. CONSOLIDATED FINANCIAL 183 STATEMENTS 1. CONSOLIDATED FINANCIAL STATEMENTS 183 1.1 CONSOLIDATED FINANCIAL STATEMENTS 183 1.2 CONSOLIDATED STATEMENT OF 184 COMPREHENSIVE FINANCIAL INCOME 1.3 CONSOLIDATED BALANCE SHEET 184 1.4 CONSOLIDATED CASH FLOW STATEMENT 186 1.5 CONSOLIDATED STATEMENT 187 OF CHANGES IN EQUITY 1.6 NOTES TO THE CONSOLIDATED 189 FINANCIAL STATEMENTS Note 1: General information 189 Note 2: Accounting policies 189 Note 3: Operating segments 197 Note 4: Net rental income 202 Note 5: Property result 203 Note 6: Property operating result 203 Note 7: Overheads 204 Note 8: Other operating income and charges 205 Note 9: Gains and losses on disposals of 205 investment properties Note 10: Gains and losses on disposals of 206 other non-financial assets Note 11: Changes in fair value of investment properties 206 Note 12: Other result on portfolio 206 Note 13: Financial income 206 Note 14: Net interest charges 207 Note 15: Other financial charges 207 Note 16: Changes in fair value of financial 208 assets and liabilities Note 17: Share in the profit or loss of 208 associates and joint ventures Note 18: Tax 209 Note 19: Earnings per share 210 Note 20: Goodwill 211 Note 21: Intangible asstes 212 Note 22: Investment properties 212

other financial liabilities

investment properties

Note 25: Deferred taxes 216 Note 26: Trade receivables 216 Note 27: Tax receivables and other current assets 217 Note 28: Cash and cash equivalents 217 Note 29: Deferred charges and accrued income 217 Note 30: Equity 218 Note 31: Provision 219 Note 32: Borrowings 220 Note 33: Hedging instruments 222 Note 34: Trade payables and other current debts 225 Note 35: Accrued charges and deferred income 225 Note 36: Financial risk management 226 Note 37: Contingencies and commitments 229 Note 38: Acquisitions and disposals of 231

Note 43: Put options granted to 240
1.2 CONSOLIDATED STATEMENT OF 184 non-controlling shareholders
COMPREHENSIVE FINANCIAL INCOME Note 44: Alternative Performance Measures (APMs) 240
1.3 CONSOLIDATED BALANCE SHEET 184 Note 45: Business combinations 244
1.4 CONSOLIDATED CASH FLOW STATEMENT 186
1.5 CONSOLIDATED STATEMENT 187 1.7 AUDITOR'S REPORT 245
OF CHANGES IN EQUITY
1.6 NOTES TO THE CONSOLIDATED 189 2. ABRIDGED STATUTORY 251
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2019/2020
Note 1: General information 189 ABRIDGED STATUTORY STATEMENT OF 252
Note 2: Accounting policies 189 COMPREHENSIVE INCOME
Note 3: Operating segments 197 ABRIDGED STATUTORY BALANCE SHEET 252
Note 4: Net rental income 202
Note 5: Property result 203 ABRIDGED STATUTORY STATEMENT OF 254
Note 6: Property operating result 203 CHANGES IN EQUITY
Note 7: Overheads 204 ABRIDGED STATUTORY 256
Note 8: Other operating income and charges 205 APPROPRIATION ACCOUNT
Note 9: Gains and losses on disposals of 205 CORRECTED PROFIT AS DEFINED IN 257
investment properties THE RD OF 13 JULY 2014
Note 10: Gains and losses on disposals of 206 ABRIDGED STATUTORY STATEMENT OF
other non-financial assets
Note 11: Changes in fair value of investment properties 206 CHANGES IN EQUITY
Note 12:
Note 13:
Other result on portfolio
Financial income
206
206
AFTER APPROPRIATION OF THE YEAR'S RESULT 257
Note 14: Net interest charges 207
Note 15: Other financial charges 207 STANDING DOCUMENTS 258
Note 16: Changes in fair value of financial 208
assets and liabilities GLOSSARY 275
Note 17: Share in the profit or loss of 208
associates and joint ventures
Note 18: Tax 209
Note 19: Earnings per share 210
Note 20: Goodwill 211
Note 21: Intangible asstes 212
Note 22: Investment properties 212
Note 23: Other tangible assets 215
Note 24: Non-current financial assets and 215

Note 39: Post-closing events 233 Note 40: List of subsidiairies, associates 233

Note 41: Belgian RECC status 239 Note 42: Fair value 239

and joint ventures

1. Consolidated Financial Statements

1.1 Consolidated Income Statement

1 – Aedifica – Annual Financial Report 2019/2020

(x €1,000) Notes 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
I. Rental income 4 259,505 187,535 139,585 118,413
II. Writeback of lease payments sold and discounted 0 0 0 0
III. Rental-related charges 4 -3,344 -2,752 -641 -41
Net rental income 256,161 184,783 138,944 118,372
IV. Recovery of property charges 5 0 0 9 59
V. Recovery of rental charges and taxes normally paid by tenants
on let properties
5 3,810 3,499 2,315 2,751
VI. Costs payable by the tenant and borne by the landlord on rental
damage and repair at end of lease
5 0 0 0 0
VII. Rental charges and taxes normally paid by tenants on let
properties
5 -3,810 -3,499 -2,315 -2,751
VIII. Other rental-related income and charges 5 53 -10 -159 -820
Property result 256,214 184,773 138,794 117,611
IX. Technical costs 6 -680 -544 -491 -1,077
X. Commercial costs 6 -358 -329 -128 -317
XI. Charges and taxes on unlet properties 6 0 0 23 -58
XII. Property management costs 6 -6,246 -4,396 -3,767 -2,763
XIII. Other property charges 6 -1,227 -876 -1,624 -1,470
Property charges -8,511 -6,145 -5,987 -5,685
Property operating result 247,703 178,628 132,807 111,926
XIV. Overheads 7 -36,096 -27,096 -17,609 -14,692
XV. Other operating income and charges 8 15 22 -123 -92
Operating result before result on portfolio 211,622 151,554 115,075 97,142
XVI. Gains and losses on disposals of investment properties 9 -559 -1,827 8,659 7,321
XVII. Gains and losses on disposals of other non-financial assets 10 0 0 0 0
XVIII. Changes in fair value of investment properties 11 25,049 5,070 70,201 63,317
XIX. Other result on portfolio 12 0 0 132 0
Operating result 236,112 154,797 194,067 167,780
XX. Financial income 13 478 488 -247 154
XXI. Net interest charges 14 -33,688 -25,135 -18,204 -17,193
XXII. Other financial charges 15 -5,545 -3,676 -3,515 -3,129
XXIII. Changes in fair value of financial assets and liabilities 16 -2,169 -5,587 -3,699 -7,304
Net finance costs -40,924 -33,910 -25,665 -27,472
XXIV. Share in the profit or loss of associates and joint ventures
accounted for using the equity method
17 4,575 1,978 3,731 1,134
Profit before tax (loss) 199,763 122,865 172,133 141,442
XXV. Corporate tax 18 -26,401 -18,856 -14,998 -10,136
XXVI. Exit tax 18 60 112 -89 -578
Tax expense -26,341 -18,744 -15,087 -10,714
Profit (loss) 173,422 104,121 157,046 130,728
Attributable to: 0 0 0 0
Non-controlling interests 354 227 3,143 7,231
Owners of the parent 173,068 103,894 153,903 123,497
Basic earnings per share (€) 19 6.53 3.78 6.85 6.41
Diluted earnings per share (€) 19 6.52 3.78 6.85 6.41

The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2020 (18 months) and 06/2019 (12 months) were audited. For the other two restated periods, the auditors conducted a number of review procedures and no issues were identified.

Aedifica – Annual Financial Report 2019/2020 – 2

1.2 Consolidated Statement of Comprehensive Income

(x €1,000) 30/06/2019
(12 months)
I. Profit (loss) 173,422 130,728
II. Other comprehensive income recyclable under the income statement
A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment
properties
0 0
B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under
IFRS
-3,419 -9,620
D. Currency translation differences linked to conversion of foreign activities -6,092 -4,093
H. Other comprehensive income, net of taxes 5,149 -3,466
Comprehensive income 169,061 113,549
Attributable to:
Non-controlling interests 354 7,231
Owners of the parent 168,707 106,318

1.3 Consolidated Balance Sheet

ASSETS
Notes
31/12/2020 30/06/2019
(x €1,000)
I. Non-current assets
A. Goodwill 20 161,726 0
B. Intangible assets 21 1,790 407
C. Investment properties 22 3,808,539 2,315,709
D. Other tangible assets 23 2,813 1,326
E. Non-current financial assets 24 & 33 1,162 307
F. Finance lease receivables 0 0
G. Trade receivables and other non-current assets 0 0
H. Deferred tax assets 25 2,902 0
I. Equity-accounted investments 17 36,998 33,931
Total non-current assets 4,015,930 2,351,680
II. Current assets
A. Assets classified as held for sale 22 6,128 5,240
B. Current financial assets 0 0
C. Finance lease receivables 0 0
D. Trade receivables 26 12,698 11,216
E. Tax receivables and other current assets 27 5,177 1,257
F. Cash and cash equivalents 28 23,546 15,405
G. Deferred charges and accrued income 29 3,696 1,329
Total current assets 51,245 34,447
TOTAL ASSETS 4,067,175 2,386,127

3 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 2

(18 months)

30/06/2019 (12 months)

0 0

-3,419 -9,620

1.2 Consolidated Statement of Comprehensive Income

II. Other comprehensive income recyclable under the income statement

properties

Attributable to:

1.3 Consolidated Balance Sheet

IFRS

(x €1,000)

I. Non-current assets

II. Current assets

(x €1,000) 31/12/2020

A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment

B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under

I. Profit (loss) 173,422 130,728

D. Currency translation differences linked to conversion of foreign activities -6,092 -4,093 H. Other comprehensive income, net of taxes 5,149 -3,466 Comprehensive income 169,061 113,549

ASSETS Notes 31/12/2020 30/06/2019

A. Goodwill 20 161,726 0 B. Intangible assets 21 1,790 407 C. Investment properties 22 3,808,539 2,315,709 D. Other tangible assets 23 2,813 1,326 E. Non-current financial assets 24 & 33 1,162 307 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 25 2,902 0 I. Equity-accounted investments 17 36,998 33,931 Total non-current assets 4,015,930 2,351,680

A. Assets classified as held for sale 22 6,128 5,240 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 26 12,698 11,216 E. Tax receivables and other current assets 27 5,177 1,257 F. Cash and cash equivalents 28 23,546 15,405 G. Deferred charges and accrued income 29 3,696 1,329 Total current assets 51,245 34,447

TOTAL ASSETS 4,067,175 2,386,127

Non-controlling interests 354 7,231 Owners of the parent 168,707 106,318

EQUITY AND LIABILITIES Notes 31/12/2020 30/06/2019
(x €1,000)
EQUITY 30
I. Issued capital and reserves attributable to owners of the parent
A. Capital 836,401 624,713
B. Share premium account 1,054,109 565,068
C. Reserves 106,733 116,271
a. Legal reserve 0 0
b. Reserve for the balance of changes in fair value of investment properties 288,647 171,274
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment
properties
-85,908 -40,977
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying
for hedge accounting as defined under IFRS
-23,233 -24,960
e. Reserve for the balance of changes in fair value of authorised hedging instruments not
qualifying for hedge accounting as defined under IFRS
-25,901 -18,991
f. Reserve of exchange differences relating to foreign currency monetary items 0 -4,573
g. Foreign currency translation reserves -14,757 -4,093
h. Reserve for treasury shares 0 0
k. Reserve for deferred taxes on investment properties located abroad -9,463 -3,824
m. Other reserves -1,806 796
n. Result brought forward from previous years -25,241 41,619
o. Reserve- share NI & OCI of equity method invest 4,395 0
D. Profit (loss) of the year 173,068 123,497
Equity attributable to owners of the parent 2,170,311 1,429,549
II. Non-controlling interests 2,625 103
TOTAL EQUITY 2,172,936 1,429,652
LIABILITIES
I. Non-current liabilities
A. Provisions 31 0 0
B. Non-current financial debts 32 1,062,297 584,193
a. Borrowings 985,412 569,226
c. Other 76,885 14,967
C. Other non-current financial liabilities 24 108,060 52,774
a. Authorised hedges 33 51,220 48,170
b. Other 56,840 4,604
D. Trade debts and other non-current debts 0 0
E. Other non-current liabilities 0 0
F. Deferred tax liabilities 25 74,609 11,848
Non-current liabilities 1,244,966 648,815
II. Current liabilities
A. Provisions 31 0 0
B. Current financial debts 32 604,402 272,317
a. Borrowings 313,902 172,317
c. Other 290,500 100,000
C. Other current financial liabilities 24 2,077 0
D. Trade debts and other current debts 34 32,067 27,044
a. Exit tax 2,295 3,106
b. Other 29,772 23,938
E. Other current liabilities 0 0
F. Accrued charges and deferred income 35 10,727 8,299
Total current liabilities 649,273 307,660
TOTAL LIABILITIES 1,894,239 956,475
TOTAL EQUITY AND LIABILITIES 4,067,175 2,386,127

Aedifica – Annual Financial Report 2019/2020 – 4

1.4 Consolidated Cash Flow Statement

(x €1,000) Notes 31/12/2020
(18 months)
30/06/2019
(12 months)
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) 19 173,068 123,497
Non-controlling interests 354 7,231
Tax expense 18 26,342 10,134
Amortisation and depreciation 5 & 7 2,035 651
Write-downs 3,353 10
Change in fair value of investment properties (+/-) 11 -25,049 -63,317
Gains and losses on disposals of investment properties 9 559 -7,322
Net finance costs 13 & 14 & 15 38,755 27,472
Changes in fair value of the derivatives° 16 2,169 0
Goodwill impairment 12 0 0
Change in fair value of investments in entities consolidated through equity method 17 -3,067 -1,134
Changes in trade receivables (+/-) -4,360 -4,297
Changes in tax receivables and other current assets (+/-) -966 -1,073
Changes in deferred charges and accrued income (+/-) -748 -717
Changes in trade payables and other current debts (excl. exit tax) (+/-) -625 -7,095
Changes in accrued charges and deferred income (+/-) -459 5,612
Changes in net assets resulting from foreign exchange differences linked to the conversion of -17,523 0
foreign operations (+/-)°°
Cash generated from operations 193,838 89,652
Taxes paid -12,736 -894
Net cash from operating activities 181,102 88,758
CASH FLOW RESULTING FROM INVESTING ACTIVITIES
Goodwill 20 -161,726 0
Purchase of intangible assets -1,274 -62
Purchase of real estate companies and marketable investment properties -707,576 -654,405
Purchase of tangible assets -1,559 549
Purchase of development projects -360,691 -109,508
Disposals of investment properties 23,348 65,297
Net changes in non-current receivables -606 -247
Net investments in other assets 0 96,325
Net cash from investing activities -1,210,084 -602,051
CASH FLOW FROM FINANCING ACTIVITIES
Capital increase, net of costs°°° 654,125 408,702
Disposals of treasury shares 0 0
Dividend for previous fiscal year and interim dividend -130,158 -28,119
Net changes in borrowings 540,776 106,555
Net changes in other non-current financial liabilities 12,163 99,493
Net financial items received (+) / paid (-) -39,783 -18,474
Repayment of financial debts of acquired or merged companies°°°° 0 -21,579
Repayment of working capital of acquired or merged companies°°°° 0 -28,469
Net cash from financing activities 1,037,123 518,109
TOTAL CASH FLOW FOR THE PERIOD
Total cash flow for the period 8,141 4,816
RECONCILIATION WITH BALANCE SHEET
Cash and cash equivalents at beginning of period 15,405 10,589
Total cash flow for the period 8,141 4,816
Cash and cash equivalents at end of period 28 23,546 15,405

° In comparative figures, the changes in fair value of the derivatives are presented on the line "Net finance costs".

° In comparative figures, the changes in foreign exchange differences are presented on other cash flows

°°° Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.

°°°° On 31 December 2020, repayments of financial debts and of working capital of acquired or merged companies are included in the cash flow resulting from investing activities under the line "Purchase of real estate companies and marketable investment properties".

1.5 Consolidated Statement of Changes in Equity

5 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 4

(18 months)

30/06/2019 (12 months)

-17,523 0

1.4 Consolidated Cash Flow Statement

Changes in net assets resulting from foreign exchange differences linked to the conversion of

° In comparative figures, the changes in fair value of the derivatives are presented on the line "Net finance costs". ° In comparative figures, the changes in foreign exchange differences are presented on other cash flows °°° Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.

under the line "Purchase of real estate companies and marketable investment properties".

CASH FLOW RESULTING FROM INVESTING ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIES

TOTAL CASH FLOW FOR THE PERIOD

RECONCILIATION WITH BALANCE SHEET

CASH FLOW FROM OPERATING ACTIVITIES

foreign operations (+/-)°°

(x €1,000) Notes 31/12/2020

Profit (loss) 19 173,068 123,497 Non-controlling interests 354 7,231 Tax expense 18 26,342 10,134 Amortisation and depreciation 5 & 7 2,035 651 Write-downs 3,353 10 Change in fair value of investment properties (+/-) 11 -25,049 -63,317 Gains and losses on disposals of investment properties 9 559 -7,322 Net finance costs 13 & 14 & 15 38,755 27,472 Changes in fair value of the derivatives° 16 2,169 0 Goodwill impairment 12 0 0 Change in fair value of investments in entities consolidated through equity method 17 -3,067 -1,134 Changes in trade receivables (+/-) -4,360 -4,297 Changes in tax receivables and other current assets (+/-) -966 -1,073 Changes in deferred charges and accrued income (+/-) -748 -717 Changes in trade payables and other current debts (excl. exit tax) (+/-) -625 -7,095 Changes in accrued charges and deferred income (+/-) -459 5,612

Cash generated from operations 193,838 89,652 Taxes paid -12,736 -894 Net cash from operating activities 181,102 88,758

Goodwill 20 -161,726 0 Purchase of intangible assets -1,274 -62 Purchase of real estate companies and marketable investment properties -707,576 -654,405 Purchase of tangible assets -1,559 549 Purchase of development projects -360,691 -109,508 Disposals of investment properties 23,348 65,297 Net changes in non-current receivables -606 -247 Net investments in other assets 0 96,325 Net cash from investing activities -1,210,084 -602,051

Capital increase, net of costs°°° 654,125 408,702 Disposals of treasury shares 0 0 Dividend for previous fiscal year and interim dividend -130,158 -28,119 Net changes in borrowings 540,776 106,555 Net changes in other non-current financial liabilities 12,163 99,493 Net financial items received (+) / paid (-) -39,783 -18,474 Repayment of financial debts of acquired or merged companies°°°° 0 -21,579 Repayment of working capital of acquired or merged companies°°°° 0 -28,469 Net cash from financing activities 1,037,123 518,109

Total cash flow for the period 8,141 4,816

Cash and cash equivalents at beginning of period 15,405 10,589 Total cash flow for the period 8,141 4,816 Cash and cash equivalents at end of period 28 23,546 15,405

°°°° On 31 December 2020, repayments of financial debts and of working capital of acquired or merged companies are included in the cash flow resulting from investing activities

(x €1,000) 1/07/2018 Capital
increase in
cash
Capital
increase
in kind
Interim
dividend
Acquisitions
/ disposals
of treasury
shares
Consolidated
comprehensive
income
Appropriation
of the
previous
year's result
Other
transfer
relating
to asset
disposals
Transfers
between
reserves
Other and
roundings
30/06/2019
Capital 465,126 153,002 6,585 0 0 0 0 0 0 0 624,713
Share premium
account
297,569 255,796 11,702 0 0 0 0 0 0 1 565,068
Reserves 107,097 0 0 0 0 -17,179 26,354 0 0 -1 116,271
a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
b. Reserve for the
balance of changes in
fair value of investment
properties
153,582 0 0 0 0 0 22,255 -4,563 0 0 171,274
c. Reserve for
estimated transaction
costs resulting from
hypothetical disposal of
investment properties
-37,953 0 0 0 0 0 -6,792 3,768 0 0 -40,977
d. Reserve for the
balance of changes in
fair value of authorised
hedging instruments
qualifying for hedge
accounting as defined
under IFRS
-16,436 0 0 0 0 -8,513 -11 0 0 0 -24,960
e. Reserve for the
balance of changes in
fair value of authorised
hedging instruments not
qualifying for hedge
accounting as defined
under IFRS
-17,659 0 0 0 0 0 -1,332 0 0 0 -18,991
f. Reserve of exchange
differences relating to
foreign currency
monetary items
0 0 0 0 0 -4,573 0 0 0 0 -4,573
g. Foreign currency
translation reserves
0 0 0 0 0 -4,093 0 0 0 0 -4,093
h. Reserve for treasury
shares
0 0 0 0 0 0 0 0 0 0 0
k. Reserve for deferred
taxes on investment
properties located
abroad
-1,311 0 0 0 0 0 -2,513 0 0 0 -3,824
m. Other reserves -1,957 0 0 0 0 0 1,957 795 0 1 796
n. Result brought
forward from previous
years
28,831 0 0 0 0 0 12,790 0 0 -2 41,619
o. Reserve- share NI &
OCI of equity method
invest
0 0 0 0 0 0 0 0 0 0 0
Profit (loss) 71,855 0 0 0 0 123,497 -71,855 0 0 0 123,497
Equity attributable to
owners of the parent
941,647 408,798 18,287 0 0 106,318 -45,501 0 0 0 1,429,549
Non-controlling
interests
0 0 0 0 0 103 0 0 0 0 103
TOTAL EQUITY 941,647 408,798 18,287 0 0 106,421 -45,501 0 0 0 1,429,652

Aedifica – Annual Financial Report 2019/2020 – 6

(x €1,000) 1/07/2019 Capital
increase
in cash
Capital
increase
in kind
Interim
dividend
Acquisitions
/ disposals
of treasury
shares
Consolidated
comprehensive
income
Appropriation
of the
previous
year's result
Other
transfer
relating
to asset
disposals
Transfers
between
reserves
Other and
roundings
31/12/2020
Capital 624,713 198,311 13,377 0 0 0 0 0 0 1 836,401
Share premium
account
565,068 455,814 33,227 0 0 0 0 0 0 0 1,054,109
Reserves 116,271 0 0 -75,309 0 -4,360 69,273 0 0 857 106,732
a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
b. Reserve for the
balance of changes in
fair value of investment
properties
171,274 0 0 0 0 0 115,578 1,796 0 -1 288,647
c. Reserve for estimated
transaction costs
resulting from
hypothetical disposal of
investment properties
-40,977 0 0 0 0 0 -44,941 10 0 0 -85,908
d. Reserve for the
balance of changes in
fair value of authorised
hedging instruments
qualifying for hedge
accounting as defined
under IFRS
-24,960 0 0 0 0 1,731 -4 0 0 0 -23,233
e. Reserve for the
balance of changes in
fair value of authorised
hedging instruments not
qualifying for hedge
accounting as defined
under IFRS
-18,991 0 0 0 0 0 -6,910 0 0 0 -25,901
f. Reserve of exchange
differences relating to
foreign currency
monetary items
-4,573 0 0 0 0 0 0 0 4,573 0 0
g. Foreign currency
translation reserves
-4,093 0 0 0 0 -6,092 0 0 -4,573 0 -14,757
h. Reserve for treasury
shares
0 0 0 0 0 0 0 0 0 0 0
k. Reserve for deferred
taxes on investment
properties located
abroad
-3,824 0 0 0 0 0 -5,638 0 0 -1 -9,463
m. Other reserves 796 0 0 0 0 0 -796 -1,805 0 -1 -1,806
n. Result brought
forward from previous
years
41,619 0 0 -75,309 0 0 11,984 0 -4,395 860 -25,240
o. Reserve- share NI &
OCI of equity method
invest
0 0 0 0 0 0 0 0 4,395 0 4,395
Profit (loss) 123,497 0 0 0 0 173,068 -123,497 0 0 0 173,068
Equity attributable to
owners of the parent
1,429,549 654,125 46,603 -75,309 0 168,707 -54,223 0 0 858 2,170,311
Non-controlling
interests
103 0 0 0 0 354 0 0 0 2,168 2,625
TOTAL EQUITY 1,429,652 654,125 46,603 -75,309 0 169,061 -54,223 0 0 3,027 2,172,936

1.6 Notes to the Consolidated Financial Statements

Note 1: General information

7 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 6

Transfers between reserves

Other and roundings

31/12/2020

(x €1,000) 1/07/2019 Capital

Share premium account

b. Reserve for the balance of changes in fair value of investment properties

d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS

e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS

f. Reserve of exchange differences relating to foreign currency monetary items

g. Foreign currency

h. Reserve for treasury

k. Reserve for deferred taxes on investment properties located abroad

n. Result brought forward from previous years

Equity attributable to owners of the parent

Non-controlling interests

o. Reserve- share NI & OCI of equity method invest

c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties

increase in cash

Capital increase in kind

Interim dividend

Acquisitions / disposals of treasury shares

Capital 624,713 198,311 13,377 0 0 0 0 0 0 1 836,401

Reserves 116,271 0 0 -75,309 0 -4,360 69,273 0 0 857 106,732 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0

translation reserves -4,093 0 0 0 0 -6,092 0 0 -4,573 0 -14,757

shares 0 0 0 0 0 0 0 0 0 0 0

m. Other reserves 796 0 0 0 0 0 -796 -1,805 0 -1 -1,806

Profit (loss) 123,497 0 0 0 0 173,068 -123,497 0 0 0 173,068

TOTAL EQUITY 1,429,652 654,125 46,603 -75,309 0 169,061 -54,223 0 0 3,027 2,172,936

Consolidated comprehensive income

565,068 455,814 33,227 0 0 0 0 0 0 0 1,054,109

171,274 0 0 0 0 0 115,578 1,796 0 -1 288,647

-40,977 0 0 0 0 0 -44,941 10 0 0 -85,908

-24,960 0 0 0 0 1,731 -4 0 0 0 -23,233

-18,991 0 0 0 0 0 -6,910 0 0 0 -25,901

-4,573 0 0 0 0 0 0 0 4,573 0 0

-3,824 0 0 0 0 0 -5,638 0 0 -1 -9,463

41,619 0 0 -75,309 0 0 11,984 0 -4,395 860 -25,240

1,429,549 654,125 46,603 -75,309 0 168,707 -54,223 0 0 858 2,170,311

103 0 0 0 0 354 0 0 0 2,168 2,625

0 0 0 0 0 0 0 0 4,395 0 4,395

Appropriation of the previous year's result

Other transfer relating to asset disposals

Aedifica NV/SA (referred to in the financial statements as 'the Company' or 'the Parent') is a limited liability company having opted for public Regulated Real Estate Company (RREC) status under Belgian law. The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or 'R.P.M.' in French / 'R.P.R.' in Dutch) under No. 0877.248.501. Its primary shareholders are listed in Note 30 of this annual financial report. The address of its office is the following:

Rue Belliard 40, B-1040 Brussels (telephone: +32 (0)2 626 07 70).

The Aedifica group (referred to in the financial statements as 'the Group') is composed of the parent-company and its subsidiaries. The subsidiaries of the Aedifica group are listed in Note 40.

Aedifica is a Belgian listed company specialising in investments in European healthcare real estate, with a particular focus on housing for elderly people with care needs. Thanks to its successful strategy over the past fifteen years, the Group has established itself as a market reference in listed healthcare real estate and aims to reinforce this position further in the coming years. Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, social sustainability is a fundamental driver for us: we want to create added value for society at large by developing innovative real estate concepts that are tailored to the needs of residents and that improve their quality of life.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019).

Publication of the Consolidated Financial Statements was approved by the Board of Directors on 23 February 2021. Aedifica's shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 11 May 2021.

Note 2: Accounting policies

Note 2.1: Basis of preparation

The Consolidated Financial Statements cover the 18-month period from 1 July 2019 to 31 December 2020. They have been prepared in accordance with the International Financial Reporting Standards ('IFRS') and the interpretations as 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 are effective for the financial years starting on or after 30 June 2019. The Consolidated Financial Statements have also been prepared in accordance with the Royal Decree of 13 July 2014 on Regulated Real Estate Companies. The Consolidated Financial Statements are prepared in Euros, and presented in thousands of euro.

The Consolidated Financial Statements have been prepared with application of the historical cost convention, except for the following assets and liabilities, which are measured at fair value: investment properties, investment properties held for sale, financial assets and liabilities held for hedging purposes or not (mainly derivatives), put options granted to non-controlling shareholders and equity-accounted investments.

The Consolidated Financial Statements have been prepared in accordance with accrual accounting principles on a going concern basis.

The preparation of the Consolidated Financial Statements in conformity with IFRS requires significant judgment in the application of accounting policies (including the classification of lease contracts, identification of business combinations, and calculation of deferred taxes) and the use of certain accounting estimates (such as impairment tests involving goodwill). Underlying assumptions are based on prior experience, input from third parties (notably real estate experts), and on other relevant factors. Actual results may vary on the basis of these estimations. Consequently, the assumptions and estimates are regularly revisited and modified as necessary.

The new and amended standards and interpretations listed below are compulsory for the Group since 1 July 2019, but had no significant impact on the current Consolidated Financial Statements:

  • 'Annual Improvements to IFRS Standards 2015-2017 Cycle' issued in December 2017;
  • amendment to IAS 19 'Plan Amendment, Curtailment or Settlement';
  • amendment to IAS 28 'Investments in Associates and Joint Ventures';
  • new interpretation for IFRIC 23 'Uncertainty over Income Tax Treatments';
  • amendment to IFRS 9 'Prepayment Features with Negative Compensation';

Aedifica – Annual Financial Report 2019/2020 – 8

- new standard for IFRS 16 'Leases':

IFRS 16 provides a comprehensive model for lessors and lessees alike to identify lease agreements and their accounting processing in the annual accounts. When it entered into force, this standard replaced IAS 17 'Leases' and the accompanying interpretations. 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 shortterm leases or assets having a low value). In contrast to the lessee's processing of the lease agreements, IFRS 16 retains almost all the provisions of IAS 17 'Leases' 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.

A user right and accompanying obligation must be recognised in the statutory and consolidated annual accounts in the cases where Aedifica is the lessee in lease contracts classified as operational leases under IAS 17 and these contracts do not fall under the exceptions as laid down in IFRS 16 (e.g. car rental, real estate used by the Group, etc.). The total amount capitalised as a result of the application of IFRS 16 corresponds to the net fair value of the plots of land, company cars and buildings used by the Group as offices.

The impact on the consolidated balance sheet as of 31 December 2020 amounts to €51.8 million for the plots of land (resulting from the acquisition of Hoivatilat Oyj on 10 January 2020) and €1.8 million for the company cars and buildings used by the Group as offices. The land is shown at its market value under the line 'Investment properties' of the consolidated balance sheet. Their market value is determined based on the residual value of the lease debt. Company cars and buildings used by the Group as offices are included in the consolidated balance sheet under the line 'Other tangible assets'. The initial present net value is amortised on a straight-line basis over the term of the contracts. A debt corresponding to the net current value has been entered in the accounts for this. This debt will be amortised according to the 'effective interest method'.

Certain new standards, amendments and interpretations of existing standards have been published and will be compulsory for financial years starting on or after 1 January 2021. These amendments, which the Group did not apply early, are as follows (situation as at 18 February 2021):

  • new standard for IFRS 14 'Regulatory Deferral Accounts' (for which no application date can be determined because the EU has decided not to start the approval process of this provisional standard, pending the publication of a final standard);
  • new standard for IFRS 17 'Insurance Contracts' (applicable from 1 January 2023, subject to EU approval);
  • 'Amendments to References to the Conceptual Framework in IFRS Standards' published in March 2018 (applicable from 1 January 2021);
  • 'Annual Improvements to IFRS Standards 2018-2020' (applicable from 1 January 2022, subject to EU approval); - amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2021);
  • new amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2022, subject to EU approval); - amendment to IFRS 4 'Insurance contracts: deferral of IFRS 9' (applicable from 1 January 2021);
  • amendments to IFRS 4, 7, 9 and 13 and IAS 39 'Interest Rate Benchmark Reform Phase 2' (applicable from 1 January 2021); - amendment to IFRS 16 'Leases: COVID-19-related rent concessions' (applicable as of 1 January 2022);
  • amendment to IAS 1 'Presentation of financial statements: classification of liabilities as current or non-current' (applicable from 1 January 2023, subject to EU approval); - amendments to IAS 1 and IAS 8, 'Definition of 'Material'' (applicable from 1 January 2023);
  • amendment to IAS 16 'Property, plant and equipment' (applicable from 1 January 2022, subject to EU approval);
  • amendment to IAS 37 'Provisions, contingent liabilities and contingent assets' (applicable from 1 January 2022, subject to EU approval).

Note 2.2: Summary of significant accounting policies

9 – Aedifica – Annual Financial Report 2019/2020

The main significant accounting policies applied during the preparation of the Consolidated Financial Statements are presented below. These methods were applied consistently to all previous financial years.

The numbering of the paragraphs below refers to the lines presented on the balance sheet and income statement.

Consolidation principles – Subsidiaries

Aedifica – Annual Financial Report 2019/2020 – 8

IFRS 16 provides a comprehensive model for lessors and lessees alike to identify lease agreements and their accounting processing in the annual accounts. When it entered into force, this standard replaced IAS 17 'Leases' and the accompanying interpretations. 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 shortterm leases or assets having a low value). In contrast to the lessee's processing of the lease agreements, IFRS 16 retains almost all the provisions of IAS 17 'Leases' relating to the lessor's processing of the lease agreements. This means that lessors must continue to classify

A user right and accompanying obligation must be recognised in the statutory and consolidated annual accounts in the cases where Aedifica is the lessee in lease contracts classified as operational leases under IAS 17 and these contracts do not fall under the exceptions as laid down in IFRS 16 (e.g. car rental, real estate used by the Group, etc.). The total amount capitalised as a result of the application of IFRS 16

The impact on the consolidated balance sheet as of 31 December 2020 amounts to €51.8 million for the plots of land (resulting from the acquisition of Hoivatilat Oyj on 10 January 2020) and €1.8 million for the company cars and buildings used by the Group as offices. The land is shown at its market value under the line 'Investment properties' of the consolidated balance sheet. Their market value is determined based on the residual value of the lease debt. Company cars and buildings used by the Group as offices are included in the consolidated balance sheet under the line 'Other tangible assets'. The initial present net value is amortised on a straight-line basis over the term of the contracts. A debt corresponding to the net current value has been entered in the accounts for this. This debt will be amortised according to

Certain new standards, amendments and interpretations of existing standards have been published and will be compulsory for financial years starting on or after 1 January 2021. These amendments, which the Group did not apply early, are as follows (situation as at 18 February 2021): - new standard for IFRS 14 'Regulatory Deferral Accounts' (for which no application date can be determined because the EU has decided

  • 'Amendments to References to the Conceptual Framework in IFRS Standards' published in March 2018 (applicable from 1 January 2021);

  • amendment to IAS 1 'Presentation of financial statements: classification of liabilities as current or non-current' (applicable from 1 January

  • amendment to IAS 37 'Provisions, contingent liabilities and contingent assets' (applicable from 1 January 2022, subject to EU approval).

  • amendments to IFRS 4, 7, 9 and 13 and IAS 39 'Interest Rate Benchmark Reform – Phase 2' (applicable from 1 January 2021);

corresponds to the net fair value of the plots of land, company cars and buildings used by the Group as offices.

not to start the approval process of this provisional standard, pending the publication of a final standard); - new standard for IFRS 17 'Insurance Contracts' (applicable from 1 January 2023, subject to EU approval);

  • 'Annual Improvements to IFRS Standards 2018-2020' (applicable from 1 January 2022, subject to EU approval);

  • new amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2022, subject to EU approval);

  • amendment to IAS 16 'Property, plant and equipment' (applicable from 1 January 2022, subject to EU approval);

  • amendment to IFRS 4 'Insurance contracts: deferral of IFRS 9' (applicable from 1 January 2021);

  • amendments to IAS 1 and IAS 8, 'Definition of 'Material'' (applicable from 1 January 2023);

  • amendment to IFRS 16 'Leases: COVID-19-related rent concessions' (applicable as of 1 January 2022);

  • amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2021);

  • new standard for IFRS 16 'Leases':

the 'effective interest method'.

2023, subject to EU approval);

the lease agreements as operational or financial lease agreements.

All entities for which Aedifica (directly or indirectly) holds more than half of the voting rights or has the power to control operations are considered subsidiaries and included in the scope of comprehensive consolidation. The comprehensive consolidation consists of incorporating all assets and liabilities of subsidiaries, as well as income and expenses. Minority interests are included in a separate line of the balance sheet and the income statement. In accordance with IFRS 10, subsidiaries are fully consolidated as from the date on which control is transferred to the Group; they are de-consolidated as from the date that control ceases. All intercompany transactions, balances, and unrealised gains and losses on transactions between the Group's companies are eliminated.

Consolidation principles – Associates and joint-ventures

All entities for which Aedifica (directly or indirectly) does not hold more than half of the voting rights or does not have the power to control operations, but over which Aedifica has joint control or significant influence, are considered associates or joint-ventures and are consolidated using the equity method. The participation is initially recognised at cost and is subsequently adjusted to take account of changes after the acquisition of the investor's share of the net assets of the concerned entity.

Consolidation principles – Partnership

All agreements whereby the parties that have joint control of an arrangement which give rights to the assets and obligations for the liabilities relating to the arrangement and that, following the framework of IFRS 11, are determined as joint operations, are consolidated following a proportional consolidation.

Foreign currency

Aedifica primarily operates in the euro zone. Euro is the functional currency of the Group and the consolidated financial statements. The functional currency of the UK subsidiaries is the pound sterling and that of the Swedish subsidiaries is the Swedish krona. Foreign currency transactions are translated to the respective functional currency of the Group entities at the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from settling these, or from retranslating monetary assets and liabilities held in foreign currencies, are booked in the Income Statement. Exceptions to this rule are foreign currency loans hedging investments in foreign subsidiaries and intra-group loans meeting the definition of a net investment in a foreign operation. In such cases, exchange differences are booked in a separate component of shareholders' equity until the disposal of the investment.

Consolidation of foreign entities

Assets and liabilities of the foreign entities are translated into euro at exchange rates ruling at the balance sheet date. The income statement is translated at the average rate for the period or at spot rate for significant items. Resulting exchange differences are booked in other comprehensive income and recognized in the Group income statement when the operation is sold.

The principal exchange rates used to translate foreign currency denominated amounts in book year 2019/2020 are:

  • balance sheet: 1 € = 0.89904 £
  • income statement: 1 € = 0.88637 £
  • balance sheet: 1 € = 0.09966 SEK
  • income statement: 1 € = 0.09538 SEK

I.A. Goodwill

Business combinations are recognized using the purchase method in accordance with IFRS 3. The excess of the acquisition cost over the fair value of the Group's share of the net identifiable assets of the acquired business at the date of acquisition is recognized as goodwill (an asset). In the event that this value is negative, it is recognized immediately in profit. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.

I.B. Intangible Assets

Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line method at annual rates between 14.29% (7 years) and 33% (3 years).

Aedifica – Annual Financial Report 2019/2020 – 10

I.C. Investment Properties

1. Initial recognition

1.1. Acquisition value

If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate company, through the non-monetary contribution of a building against the issuance of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet.

1.2. Fair value

Properties in the Group's portfolio or which enter into its portfolio, either with payment in cash or in kind, are valued by independent experts at their fair value.

The fair value of investment properties located in Belgium is calculated as follows:

  • buildings with an investment value greater than €2.5 million: Fair value = investment value / (1+ the average transaction cost defined by the BE-REIT Association);
  • buildings with an investment value less than €2.5 million:

1) where the expert considers that the building can be divided and sold in separate units (notably individual apartments), the fair value is defined as the lower of the separated investment value / (1 + % transfer tax levied in the region where the building is located) and the investment value / (1+ the average transaction cost defined by the BE-REIT Association);

2) where the expert considers that the building cannot be divided and sold in separate units, the fair value is the investment value / (1 + % transfer tax levied in the region where the building is located).

The average transaction cost defined by the BE-REIT Association is revised annually and adjusted as necessary in increments of 0.5%. Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5%.

The fair value of investment properties located abroad take into account locally applicable legal costs.

Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are directly recognised in the income statement.

1.3. Treatment of differences at the time of acquisition

If, for acquisitions such as those defined in section IC 1.1 ('Acquisition value') above, the fair value determined by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference is booked in the income statement under line 'XVIII. Changes in fair value of investment properties'.

2. Accounting for works projects (subsequent expenditures)

Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as incurred expenses and are thus deducted from the year's profit. Subsequent expenditures related to two types of works projects are capitalised as assets on the Company's balance sheet:

a) major renovations and extensions: these usually take place every 25 to 35 years and represent an almost complete renovation of the building, often reusing parts of the original building and applying the most up-to-date building techniques. Upon completion of these major renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio.

b) upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building, making it possible to raise rents, and thus increase the building's estimated rental income.

The costs relating to these works are also capitalised in the balance sheet for the reason and to the extent that the experts usually recognise a corresponding increase in the value of the building. Costs that may be capitalised include: materials, contractor fees, technical studies, and staff fees or costs. Any excess of these costs over fair value is recognised as an expense in the income statement.

Borrowing costs are capitalised for all qualifying projects with a duration of more than one year.

3. Recurring remeasurement and remeasurement in the event of share transactions

3.1. Depreciation

Aedifica – Annual Financial Report 2019/2020 – 10

If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate company, through the non-monetary contribution of a building against the issuance of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs

Properties in the Group's portfolio or which enter into its portfolio, either with payment in cash or in kind, are valued by independent experts at

  • buildings with an investment value greater than €2.5 million: Fair value = investment value / (1+ the average transaction cost defined by the

1) where the expert considers that the building can be divided and sold in separate units (notably individual apartments), the fair value is defined as the lower of the separated investment value / (1 + % transfer tax levied in the region where the building is located) and the

2) where the expert considers that the building cannot be divided and sold in separate units, the fair value is the investment value /

The average transaction cost defined by the BE-REIT Association is revised annually and adjusted as necessary in increments of 0.5%.

Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are directly recognised in the income

If, for acquisitions such as those defined in section IC 1.1 ('Acquisition value') above, the fair value determined by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference is booked in the income statement under line 'XVIII. Changes in fair

Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as incurred expenses and are thus deducted from the year's profit. Subsequent expenditures related to two types

a) major renovations and extensions: these usually take place every 25 to 35 years and represent an almost complete renovation of the building, often reusing parts of the original building and applying the most up-to-date building techniques. Upon completion of these major

b) upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building,

The costs relating to these works are also capitalised in the balance sheet for the reason and to the extent that the experts usually recognise a corresponding increase in the value of the building. Costs that may be capitalised include: materials, contractor fees, technical studies, and staff

relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet.

The fair value of investment properties located in Belgium is calculated as follows:

(1 + % transfer tax levied in the region where the building is located).

investment value / (1+ the average transaction cost defined by the BE-REIT Association);

The fair value of investment properties located abroad take into account locally applicable legal costs.

Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5%.

renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio.

fees or costs. Any excess of these costs over fair value is recognised as an expense in the income statement.

making it possible to raise rents, and thus increase the building's estimated rental income.

Borrowing costs are capitalised for all qualifying projects with a duration of more than one year.

  • buildings with an investment value less than €2.5 million:

1.3. Treatment of differences at the time of acquisition

2. Accounting for works projects (subsequent expenditures)

of works projects are capitalised as assets on the Company's balance sheet:

I.C. Investment Properties

1. Initial recognition 1.1. Acquisition value

1.2. Fair value

their fair value.

statement.

BE-REIT Association);

value of investment properties'.

In accordance with IAS 40, Aedifica applies the fair value model and does not recognise depreciation on its properties, the rights in rem on properties, or on properties rented to the Company under finance leases.

3.2. Share transactions

11 – Aedifica – Annual Financial Report 2019/2020

Real estate properties held by Aedifica and by the subsidiaries under its control are valued by experts each time the Company proceeds to issue new shares, list shares on the stock exchange, or repurchase shares other than through the stock exchange. While Aedifica is not bound by this valuation, any issue or repurchase price set below this level must be justified (in the form of a special report).

A new valuation is not required when a share issuance falls within four months of the last valuation of the property concerned, so long as the experts confirm that neither the economic situation nor the physical state of the property make a new valuation necessary.

3.3. Quarterly revaluations

Each quarter, valuation experts perform a calculation of fair value based on the conditions of the properties and on fluctuations observed in the real estate market. This valuation is carried out on a building-by-building basis and covers Aedifica's entire real estate portfolio, including properties held by its subsidiaries.

These valuations are binding for Aedifica and must be reflected in the accounts. Thus, the carrying amount of the properties in the accounts corresponds to the fair value at which they are assessed by Aedifica's independent valuation experts.

3.4. Accounting for changes in fair value

Changes in the fair value of real estate properties, as determined by independent experts, arise each time the value is assessed. They are accounted for in the income statement.

4. Asset disposals

Upon disposal of an investment property, the gain or loss on disposal is recognised in the income statement, in line 'XVI. Gains and losses on disposals of investment properties'.

5. Owner-occupied investment property

Any investment property occupied by Aedifica is transferred to the line 'other tangible assets' of the balance sheet. Its fair value at the time of the transfer becomes its deemed acquisition cost. If the Company only occupies a small part of the building, the whole building is recognised as 'investment property' in the balance sheet and continues to be carried at fair value.

6. Development projects

Buildings under construction, renovation, or extension, which are considered development projects are recognised on the balance sheet at historical cost, including transfer taxes, non-recoverable VAT and indirect expenses (capitalised interest, insurance, legal fees, architectural fees, consulting fees, etc.). If the historical cost deviates from the fair value appraised by the independent expert, the deviation is recognised in the income statement in order to bring the carrying amount in line with the fair value. Costs incurred in the preliminary phase of development projects are recognised at their historical value.

7. Rights of use on plots of land

Rights of use recognised in the balance sheet for concession or leasehold purposes or similar leases (as a result of IFRS 16 coming into force) are also considered as investment properties.

Aedifica – Annual Financial Report 2019/2020 – 12

I.D. Other tangible assets

Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially recognised at their acquisition cost. The components approach is not applied (based on materiality criteria). Depreciation is charged on a linear basis using the pro rata temporis method. As residual values are considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item included in other tangible assets.

The following depreciation rates are applied:

  • plant, machinery and equipment: 20%;
  • other furniture: 20%;
  • vehicles: 25%
  • IT: 20% to 33%.

I.E. Non-current financial assets

1. Hedging instruments

When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm commitment or a highly probable transaction liability and meets the criteria for hedge accounting under IAS 39, the effective portion of the income or expense is recognised directly in equity (line 'I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS'). The ineffective portion is recognised in the income statement.

When a derivative does not meet the criteria for hedge accounting under IFRS 9, it is recognised on the balance sheet at its fair value, and changes in fair value are recognised in the income statement as they occur.

2. Other financial and non-current assets

Financial assets classified as held for sale are valued at fair value (market value if available, otherwise acquisition value). Changes in fair value are recognised in equity (under 'I.C.i. Reserve for the balance of changes in fair value of financial assets available for sale'). Receivables are valued at amortised cost.

As required by IFRS 16, this balance sheet line also includes the value of the right of use of company cars and buildings used by the Group as offices. This value is depreciated on a straight-line basis over the term of the contracts.

I.H. Deferred tax assets

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question).

I.H. Participations in associates and joint-ventures

Participations in associates and joint-ventures are the Group's participating interests in companies over which the Group has no or only joint control. These shares in associates and joint-ventures are recognised at fair value in the income statement and are consolidated using the equity method. They only relate to Immobe NV/SA.

II.A. Assets held for sale

Properties that are considered non-strategic and which are intended to be sold are included in line II.A. They are recognised at fair value, in accordance with IFRS 5.

II.C/D/E. Receivables

Receivables are measured at amortised cost. Impairment losses are recognised using the simplified expected credit loss (ECL) method in accordance with IFRS 9.

II.G. Deferred charges and accrued income

Costs incurred during the year, which relate partially or in full to the following year, are recognised on a proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or several subsequent financial years, but which are also related to the current year, are recognised in income for the amount earned in the current year.

I.A. et II.A. Provisions

Aedifica – Annual Financial Report 2019/2020 – 12

Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially recognised at their acquisition cost. The components approach is not applied (based on materiality criteria). Depreciation is charged on a linear basis using the pro rata temporis method. As residual values are considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item included in

When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm commitment or a highly probable transaction liability and meets the criteria for hedge accounting under IAS 39, the effective portion of the income or expense is recognised directly in equity (line 'I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as

When a derivative does not meet the criteria for hedge accounting under IFRS 9, it is recognised on the balance sheet at its fair value, and

Financial assets classified as held for sale are valued at fair value (market value if available, otherwise acquisition value). Changes in fair value are recognised in equity (under 'I.C.i. Reserve for the balance of changes in fair value of financial assets available for sale'). Receivables are

As required by IFRS 16, this balance sheet line also includes the value of the right of use of company cars and buildings used by the Group as

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of

Participations in associates and joint-ventures are the Group's participating interests in companies over which the Group has no or only joint control. These shares in associates and joint-ventures are recognised at fair value in the income statement and are consolidated using the equity

Properties that are considered non-strategic and which are intended to be sold are included in line II.A. They are recognised at fair value, in

Receivables are measured at amortised cost. Impairment losses are recognised using the simplified expected credit loss (ECL) method in

Costs incurred during the year, which relate partially or in full to the following year, are recognised on a proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or several subsequent financial years, but which are also related to the current

I.D. Other tangible assets

other tangible assets.

  • other furniture: 20%; - vehicles: 25% - IT: 20% to 33%.

1. Hedging instruments

valued at amortised cost.

I.H. Deferred tax assets

the building in question).

II.A. Assets held for sale

accordance with IFRS 5.

accordance with IFRS 9.

II.C/D/E. Receivables

I.E. Non-current financial assets

2. Other financial and non-current assets

I.H. Participations in associates and joint-ventures

method. They only relate to Immobe NV/SA.

II.G. Deferred charges and accrued income

year, are recognised in income for the amount earned in the current year.

The following depreciation rates are applied: - plant, machinery and equipment: 20%;

defined under IFRS'). The ineffective portion is recognised in the income statement.

offices. This value is depreciated on a straight-line basis over the term of the contracts.

changes in fair value are recognised in the income statement as they occur.

A provision is recognized on the balance sheet when the Group has an implicit or explicit legal obligation as a result of a past event, and for which it is very probable the resources will be used to extinguish this obligation. Provisions are measured by calculating the present value of expected cash flows using a market interest rate. They are reflected as a liability on the balance sheet.

I.C.b. Other non-current financial liabilities – Other

13 – Aedifica – Annual Financial Report 2019/2020

The Company can commit itself to acquire the non-controlling shareholdings owned by third parties in subsidiaries, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the balance sheet on line 'I.C.b. Other non-current financial liabilities – Other'.

As required by IFRS 16, this balance sheet line also includes the long-term portion of the lease debt for company cars and buildings used by the Group as offices. This value is amortised using the 'effective interest rate method'.

I.F. Deferred tax liabilities

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain (temporary difference between the fair value and the assessed value used for tax purposes of the building in question).

II.B/D/E. Current debts

Debts are recognized at amortised cost at the year-end date. Debts denominated in foreign currencies are converted into Euros using the spot rate on the year-end date. Foreign exchange gains or losses arising from the revaluation of foreign currency borrowings are recognised in the income statement, except for foreign exchange gains and losses relating to the hedging of a foreign net investment, which are recognised directly in other comprehensive income.

II.F. Accrued charges and deferred income

Damages and interests paid by a lessee for breach of contract are recognised in the income statement at the time of receipt.

I. to XV. Operating result before result on portfolio

The objective of lines I through XV is to reflect the operating profit generated by the Company's rental property portfolio, including general operating costs.

All of Aedifica's leases are classified as operating leases for which Aedifica is the lessor. Lease income is recognised on a straight-line basis over the lease term, in accordance with IAS 17.

XVI. to XVIII. Operating result

The objective of lines XVI through XVIII is to reflect in the income statement all transactions and accounting adjustments related to the value of the Company's portfolio:

  • realised capital gains and losses: capital gains and losses are included in the line 'Gains and losses on disposals of investment properties';
  • unrealised gains and losses (carried at fair value): changes in the portfolio's fair value are included in the income statement under 'changes in fair value of investment properties';
  • commissions paid to real estate agents and other transaction costs: commissions related to the sale of buildings are deducted from the sale price in determining the gain or loss on disposal which is recognised in the operating result. Fees paid to real estate and technical experts are recognised as current expenses.

The result on disposals of investment properties represents the difference between sales proceeds (excluding transaction costs) and the latest reported fair value of the properties sold. The result is realised at the moment of the transfer of risks and rewards.

Generally, transfer taxes are to be paid by the person buying the building. However, in the case of 'acte en main' disposals, the transfer taxes are to be paid by the seller and are thus deducted from the sale price and the gain effectively realised.

In the event of a disposal, transfer taxes do not need to be deducted from the difference between the received amount and the carrying value of the sold properties in order to calculate the capital gain or loss effectively realised, as they have already been recognised in the income statement at the moment of acquisition.

Aedifica – Annual Financial Report 2019/2020 – 14

XXV. to XXVI. Corporate tax and exit tax

Line XXV includes current and deferred taxes.

Income tax is recognised in the income statement. It is the estimated tax attributable to the taxable income of the year using the tax rate prevailing at the balance sheet date, together with any adjustment to tax liabilities relating to previous years.

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain and the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question). Except for the portion relating to items directly recognised in equity, deferred tax is recognised in the income statement.

Line XXVI includes the exit tax. This is the tax on the capital gain resulting from the approval of a Belgian company as a RREC or the merger of a non-RREC company with a RREC. When a company that does not have the status of a RREC but is eligible for this regime, enters in the consolidation scope of the Group for the first time, an exit tax provision is recorded, taking into account the anticipated date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement.

When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement.

Commitments and contingencies

The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as stated in the contract; in the absence of a nominal value or in exceptional cases, these values are disclosed for information purposes.

Group insurance

Aedifica's insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31.

Hoivatilat's 'equity incentive plan'

The employees of Hoivatilat Oyj benefit from an equity incentive plan, This plan provides the participants with the opportunity to receive Aedifica shares or a cash equivalent as a reward for achieving the targets of the earnings criteria separately set by the Hoivatilat Board for each earning period.

The Board of Directors will decide separately for each participant the amount of their maximum award for each earning period. The maximum award is expressed as Aedifica shares or equivalent.

The plan foresees 2 parts:

  • A number of shares of Hoivatilat Oyj which are converted into Aedifica shares.
  • A cash contribution used to cover the applicable taxes and other charges.

Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.

Following the recommendations from IFRS 2 the amounts related to the equity incentive plan are recognised in equity in the consolidated accounts.

Note 3: Operating segments

15 – Aedifica – Annual Financial Report 2019/2020

Note 3.1: Presented segments

Aedifica – Annual Financial Report 2019/2020 – 14

Income tax is recognised in the income statement. It is the estimated tax attributable to the taxable income of the year using the tax rate prevailing

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain and the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question). Except for the portion relating to items directly recognised in equity, deferred tax is

Line XXVI includes the exit tax. This is the tax on the capital gain resulting from the approval of a Belgian company as a RREC or the merger of a non-RREC company with a RREC. When a company that does not have the status of a RREC but is eligible for this regime, enters in the consolidation scope of the Group for the first time, an exit tax provision is recorded, taking into account the anticipated date of the merger or

When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement.

Aedifica's insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31.

The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as stated in the contract; in the

The employees of Hoivatilat Oyj benefit from an equity incentive plan, This plan provides the participants with the opportunity to receive Aedifica shares or a cash equivalent as a reward for achieving the targets of the earnings criteria separately set by the Hoivatilat Board for each earning

The Board of Directors will decide separately for each participant the amount of their maximum award for each earning period. The maximum

Following the recommendations from IFRS 2 the amounts related to the equity incentive plan are recognised in equity in the consolidated

at the balance sheet date, together with any adjustment to tax liabilities relating to previous years.

approval. Any adjustment to this exit tax liability is recognised in the income statement.

  • A number of shares of Hoivatilat Oyj which are converted into Aedifica shares. - A cash contribution used to cover the applicable taxes and other charges.

Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.

absence of a nominal value or in exceptional cases, these values are disclosed for information purposes.

XXV. to XXVI. Corporate tax and exit tax Line XXV includes current and deferred taxes.

recognised in the income statement.

Commitments and contingencies

Hoivatilat's 'equity incentive plan'

The plan foresees 2 parts:

award is expressed as Aedifica shares or equivalent.

Group insurance

period.

accounts.

Pursuant to the divestments that were carried out in the course of the 2018/2019 financial year and Aedifica's focus on healthcare real estate, it was decided to adjust the segmented information of the operational result and to classify it geographically as from the financial year that started on 1 July 2019. This segmentation reflects the geographical markets in which Aedifica operates and is consistent with the Group's organisation and internal reporting on the basis of which management makes key operational decisions, as defined by IFRS 8.

In application of the IFRS 8 standard and because the segmented reporting was done per activity sector last year, the tables for the 2019/2020 financial year are presented according to the new and the old segments so that the figures can be compared historically.

The accounting policies described in Note 2 were used for the internal reporting and the segment reporting that follows.

Each group of entities that fall under common control is considered as a single customer under IFRS 8. Revenues generated through transactions with a single customer representing more than 10% of the Company's total revenues must be disclosed. This requirement applies to:

  • the 50 buildings (in the healthcare real estate segment) rented out to legal entities controlled by the Korian group, for which rents represent 15% of the Company's total 2019/2020 rental income (16% in the prior financial year).

Rents mentioned here represent the turnover realised by the Company over the course of the financial year, which differ from the contractual rents (representing the agreements in place at the time of the year-end closure) on which the analyses included in the Property Report of this Annual Financial Report are based.

Aedifica – Annual Financial Report 2019/2020 – 16

Note 3.2: Segment information

Year ending on
31 December (x €1,000)
31/12/2020 (18 months)
Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
I. Rental income 86,682 49,174 35,537 60,811 27,029 272 0 0 259,505
II. Writeback of lease payments sold and
discounted
0 0 0 0 0 0 0 0 0
III. Rental-related charges -15 -6 -393 -2,531 -399 0 0 0 -3,344
Net rental income 86,667 49,168 35,144 58,280 26,630 272 0 0 256,161
IV. Recovery of property charges 0 0 0 0 0 0 0 0 0
V. Recovery of rental charges and taxes
normally paid by tenants on let
properties
84 2,124 507 387 708 0 0 0 3,810
VI. Costs payable by the tenant and borne
by the landlord on rental damage and
repair at end of lease
0 0 0 0 0 0 0 0 0
VII. Rental charges and taxes normally
paid by tenants on let properties
-84 -2,124 -507 -387 -708 0 0 0 -3,810
VIII. Other rental-related income and
charges
-12 -366 130 -147 451 -3 0 0 53
Property result 86,655 48,802 35,274 58,133 27,081 269 0 0 256,214
IX. Technical costs -32 -141 -250 17 -177 -97 0 0 -680
X. Commercial costs 0 -50 -9 -5 -199 -95 0 0 -358
XI. Charges and taxes on unlet properties 0 0 0 0 0 0 0 0 0
XII. Property management costs 0 -1,568 -498 -4,180 0 0 0 0 -6,246
XIII. Other property charges -9 -293 -387 -1 -537 0 0 0 -1,227
Property charges -41 -2,052 -1,144 -4,169 -913 -192 0 0 -8,511
Property operating result 86,614 46,750 34,130 53,964 26,168 77 0 0 247,703
XIV. Overheads - - - - - - -36,096 - -36,096
XV. Other operating income and charges - - - - - - 15 - 15
OPERATING RESULT BEFORE RESULT ON
PORTFOLIO
86,614 46,750 34,130 53,964 26,168 77 -36,081 0 211,622
SEGMENT ASSETS
Marketable investment properties 1,151,254 634,220 515,768 627,339 667,270 19,543 - - 3,615,394
Development projects 10,618 55,137 15,063 1,233 56,907 2,362 - - 141,320
Right of use of plots of land - - - - 51,825 - - - 51,825
Investment properties 3,808,539
Assets classified as held for sale 165 - - 5,963 - - - - 6,128
Other assets 36,998 - - - 161,726 - 53,784 - 252,508
Total assets 4,067,175
YEAR SEGMENT INVESTMENTS OF THE FISCAL
Marketable investment properties 82,884 169,050 132,036 113,521 581,460 - - - 1,078,951
Development projects - 5,260 - - 67,770 580 - - 73,610
Investment properties 82,884 174,310 132,036 113,521 649,230 580 - - 1,152,561
GROSS YIELD IN FAIR VALUE 5.3% 5.7% 5.8% 6.8% 5.6% 5.8% - - 5.8%

° Mainly elimination of the internal rent for the administrative offices of the Company.

Year ending on
31 December (x €1,000)
31/12/2020 (12 months - restated period)
Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
I. Rental income 58,228 35,625 24,627 41,754 27,029 272 0 0 187,535
II. Writeback of lease payments
sold and discounted
0 0 0 0 0 0 0 0 0
III. Rental-related charges 23 -2 -393 -1,981 -399 0 0 0 -2,752
Net rental income 58,251 35,623 24,234 39,773 26,630 272 0 0 184,783
IV. Recovery of property charges 0 0 0 0 0 0 0 0 0
V. Recovery of rental charges and
taxes normally paid by tenants
on let properties
178 1,767 459 387 708 0 0 0 3,499
VI. Costs payable by the tenant
and borne by the landlord on
rental damage and repair at end
of lease
0 0 0 0 0 0 0 0 0
VII. Rental charges and taxes
normally paid by tenants on let
properties
-178 -1,767 -459 -387 -708 0 0 0 -3,499
VIII. Other rental-related income and
charges
-14 -358 61 -147 451 -3 0 0 -10
Property result 58,236 35,265 24,295 39,627 27,081 269 0 0 184,773
IX. Technical costs -37 -101 -206 74 -177 -97 0 0 -544
X. Commercial costs 0 -21 -9 -5 -199 -95 0 0 -329
XI. Charges and taxes on unlet
properties
0 0 0 0 0 0 0 0 0
XII. Property management costs 0 -1,089 -391 -2,916 0 0 0 0 -4,396
XIII. Other property charges -18 -215 -105 -1 -537 0 0 0 -876
Property charges -56 -1,426 -710 -2,848 -913 -192 0 0 -6,145
Property operating result 58,181 33,839 23,584 36,779 26,168 77 0 0 178,628
XIV. Overheads - - - - - - -27,096 - -27,096
XV. Other operating income and
charges
- - - - - - 22 - 22
OPERATING RESULT BEFORE
RESULT ON PORTFOLIO
58,181 33,838 23,585 36,779 26,168 77 -27,074 0 151,554

° Mainly elimination of the internal rent for the administrative offices of the Company.

17 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 16

allocated

Intersegment items°

TOTAL

Finland Sweden Non-

0 0 0 0 0 0 0 0 0

84 2,124 507 387 708 0 0 0 3,810

0 0 0 0 0 0 0 0 0

-84 -2,124 -507 -387 -708 0 0 0 -3,810

-12 -366 130 -147 451 -3 0 0 53

86,614 46,750 34,130 53,964 26,168 77 -36,081 0 211,622

Note 3.2: Segment information

II. Writeback of lease payments sold and

V. Recovery of rental charges and taxes normally paid by tenants on let

VI. Costs payable by the tenant and borne by the landlord on rental damage and

OPERATING RESULT BEFORE RESULT ON

SEGMENT INVESTMENTS OF THE FISCAL

° Mainly elimination of the internal rent for the administrative offices of the Company.

VII. Rental charges and taxes normally paid by tenants on let properties

VIII. Other rental-related income and

repair at end of lease

31 December (x €1,000) 31/12/2020 (18 months)

Belgium Germany Netherlands United

I. Rental income 86,682 49,174 35,537 60,811 27,029 272 0 0 259,505

III. Rental-related charges -15 -6 -393 -2,531 -399 0 0 0 -3,344 Net rental income 86,667 49,168 35,144 58,280 26,630 272 0 0 256,161 IV. Recovery of property charges 0 0 0 0 0 0 0 0 0

Property result 86,655 48,802 35,274 58,133 27,081 269 0 0 256,214 IX. Technical costs -32 -141 -250 17 -177 -97 0 0 -680 X. Commercial costs 0 -50 -9 -5 -199 -95 0 0 -358 XI. Charges and taxes on unlet properties 0 0 0 0 0 0 0 0 0 XII. Property management costs 0 -1,568 -498 -4,180 0 0 0 0 -6,246 XIII. Other property charges -9 -293 -387 -1 -537 0 0 0 -1,227 Property charges -41 -2,052 -1,144 -4,169 -913 -192 0 0 -8,511 Property operating result 86,614 46,750 34,130 53,964 26,168 77 0 0 247,703 XIV. Overheads - - - - - - -36,096 - -36,096 XV. Other operating income and charges - - - - - - 15 - 15

Marketable investment properties 1,151,254 634,220 515,768 627,339 667,270 19,543 - - 3,615,394 Development projects 10,618 55,137 15,063 1,233 56,907 2,362 - - 141,320 Right of use of plots of land - - - - 51,825 - - - 51,825 Investment properties 3,808,539 Assets classified as held for sale 165 - - 5,963 - - - - 6,128 Other assets 36,998 - - - 161,726 - 53,784 - 252,508 Total assets 4,067,175

Marketable investment properties 82,884 169,050 132,036 113,521 581,460 - - - 1,078,951 Development projects - 5,260 - - 67,770 580 - - 73,610 Investment properties 82,884 174,310 132,036 113,521 649,230 580 - - 1,152,561

GROSS YIELD IN FAIR VALUE 5.3% 5.7% 5.8% 6.8% 5.6% 5.8% - - 5.8%

Kingdom

Year ending on

SEGMENT RESULT

discounted

properties

charges

PORTFOLIO

YEAR

SEGMENT ASSETS

Aedifica – Annual Financial Report 2019/2020 – 18

Year ending on
31 December (x €1,000)
31/12/2020 (18 months)
Healthcare
real estate
Apartment
buildings
Hotels Non-allocated Inter
segment
items°
TOTAL
SEGMENT RESULT
I. Rental income 259,505 - - - - 259,505
II. Writeback of lease payments sold and
discounted
- - - - - -
III. Rental-related charges -3,344 - - - - -3,344
Net rental income 256,161 - - - - 256,161
IV. Recovery of property charges - - - - - -
V. Recovery of rental charges and taxes
normally paid by tenants on let properties
3,810 - - - - 3,810
VI. Costs payable by the tenant and borne by
the landlord on rental damage and repair at
end of lease
- - - - - -
VII. Rental charges and taxes normally paid by
tenants on let properties
-3,810 - - - - -3,810
VIII. Other rental-related income and charges 53 - - - - 53
Property result 256,214 - - - - 256,214
IX. Technical costs -680 - - - - -680
X. Commercial costs -358 - - - - -358
XI. Charges and taxes on unlet properties - - - - - -
XII. Property management costs -6,246 - - - - -6,246
XIII. Other property charges -1,227 - - - - -1,227
Property charges -8,511 - - - - -8,511
Property operating result 247,703 - - - - 247,703
XIV. Overheads - - - -36,096 - -36,096
XV. Other operating income and charges - - - 15 - 15
OPERATING RESULT BEFORE RESULT ON
PORTFOLIO
247,703 - - - - 211,622
SEGMENT ASSETS
Marketable investment properties 3,615,394 - - - - 3,615,394
Development projects 141,320 - - - - 141,320
Right of use of plots of land 51,825 - - - - 51,825
Investment properties 3,808,539
Assets classified as held for sale
Other assets
6,128
198,724
-
-
-
-
-
53,784
-
-
6,128
252,508
Total assets 4,067,175
YEAR SEGMENT INVESTMENTS OF THE FISCAL
Marketable investment properties 1,078,951 - - - - 1,078,951
Development projects 73,610 - - - - 73,610
Investment properties 1,152,561 - - - - 1,152,561
GROSS YIELD IN FAIR VALUE 5.8% - - - - 5.8%

° Mainly elimination of the internal rent for the administrative offices of the Company.

19 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 18

segment items°

TOTAL

Hotels Non-allocated Inter-


3,810 - - - - 3,810

-3,810 - - - - -3,810

247,703 - - - - 211,622


Year ending on

SEGMENT RESULT

discounted

end of lease

PORTFOLIO

YEAR

SEGMENT ASSETS

II. Writeback of lease payments sold and

V. Recovery of rental charges and taxes

VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at

VII. Rental charges and taxes normally paid by

OPERATING RESULT BEFORE RESULT ON

SEGMENT INVESTMENTS OF THE FISCAL

° Mainly elimination of the internal rent for the administrative offices of the Company.

tenants on let properties

normally paid by tenants on let properties

31 December (x €1,000) 31/12/2020 (18 months)

Healthcare real estate

Apartment buildings

I. Rental income 259,505 - - - - 259,505

III. Rental-related charges -3,344 - - - - -3,344 Net rental income 256,161 - - - - 256,161 IV. Recovery of property charges - - - - - -

VIII. Other rental-related income and charges 53 - - - - 53 Property result 256,214 - - - - 256,214 IX. Technical costs -680 - - - - -680 X. Commercial costs -358 - - - - -358 XI. Charges and taxes on unlet properties - - - - - - XII. Property management costs -6,246 - - - - -6,246 XIII. Other property charges -1,227 - - - - -1,227 Property charges -8,511 - - - - -8,511 Property operating result 247,703 - - - - 247,703 XIV. Overheads - - - -36,096 - -36,096 XV. Other operating income and charges - - - 15 - 15

Marketable investment properties 3,615,394 - - - - 3,615,394 Development projects 141,320 - - - - 141,320 Right of use of plots of land 51,825 - - - - 51,825 Investment properties 3,808,539 Assets classified as held for sale 6,128 - - - - 6,128 Other assets 198,724 - - 53,784 - 252,508 Total assets 4,067,175

Marketable investment properties 1,078,951 - - - - 1,078,951 Development projects 73,610 - - - - 73,610 Investment properties 1,152,561 - - - - 1,152,561

GROSS YIELD IN FAIR VALUE 5.8% - - - - 5.8%

Year ending on
30 June (x €1,000)
30/06/2019 (12 months)
Healthcare
real estate
Apartment
buildings
Hotels Non-allocated Inter
segment
items°
TOTAL
SEGMENT RESULT
I. Rental income 106,545 7,822 4,058 - -12 118,413
II. Writeback of lease payments sold and
discounted
- - - - - -
III. Rental-related charges -25 14 -30 - - -41
Net rental income 106,520 7,836 4,028 - -12 118,372
IV. Recovery of property charges - 59 - - - 59
V. Recovery of rental charges and taxes
normally paid by tenants on let properties
1,883 868 - - - 2,751
VI. Costs payable by the tenant and borne by
the landlord on rental damage and repair at
end of lease
- - - - - -
VII. Rental charges and taxes normally paid by
tenants on let properties
-1,883 -868 - - - -2,751
VIII. Other rental-related income and charges -155 -682 17 - - -820
Property result 106,365 7,213 4,045 - -12 117,611
IX. Technical costs -374 -685 -18 - - -1,077
X. Commercial costs -31 -286 - - - -317
XI. Charges and taxes on unlet properties - -54 -4 - - -58
XII. Property management costs -2,284 -479 - - - -2,763
XIII. Other property charges -400 -1,067 -3 - - -1,470
Property charges -3,089 -2,571 -25 - - -5,685
XIV. Property operating result
Overheads
103,276
-180
4,642
-3
4,020
-1
-
-14,520
-12
12
111,926
-14,692
XV. Other operating income and charges -47 54 -9 -90 -92
OPERATING RESULT BEFORE RESULT ON
PORTFOLIO
103,049 4,693 4,010 -14,610 - 97,142
SEGMENT ASSETS
Marketable investment properties 2,264,504 - - - - 2,264,504
Development projects 51,205 - - - - 51,205
Right of use of plots of land - - - - - -
Investment properties 2,315,709
Assets classified as held for sale 5,240 - - - - 5,240
Other assets - 33,931 - 31,247 - 65,178
Total assets 2,386,127
YEAR SEGMENT INVESTMENTS OF THE FISCAL
Marketable investment properties 698,727 - - - - 698,727
Development projects 13,424 - - - - 13,424
Investment properties 712,151 - - - - 712,151
GROSS YIELD IN FAIR VALUE 5.9% - - - - 5.9%

° Mainly elimination of the internal rent for the administrative offices of the Company.

Aedifica – Annual Financial Report 2019/2020 – 20

Note 4: Net rental income

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Rents earned 259,445 187,495 139,541 118,353
Guaranteed income 0 0 0 0
Cost of rent free periods 0 0 0 -10
Indemnities for early termination of rental contracts 60 40 44 70
RENTAL INCOME 259,505 187,535 139,585 118,413
Rents payable as lessee -2 -2 2 -5
Write-downs on trade receivables -3,342 -2,750 -643 -36
RENTAL-RELATED CHARGES -3,344 -2,752 -641 -41
NET RENTAL INCOME 256,161 184,783 138,944 118,372

The Group rents its buildings exclusively under operating leases.

The increase in rents earned is linked to the portfolio's growth during the 2019/2020 financial year.

The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the following assumptions, which are extremely conservative:

  • commercial and office leases: termination of leases after one and a half years on average.
  • long-term leases (senior housing): no inflation.

Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:

(x €1,000) 31/12/2020
(18 months)
30/06/2019
(12 months)
Not later than one year 208,464 134,811
Later than one year and not later than five years 829,866 535,482
Later than five years 3,107,193 2,226,806
TOTAL 4,145,523 2,897,099

Rental income includes contingent rents amounting to €1,197 k (30 June 2019: €122 k).

A depreciation for doubtful debts of €1.9 million was recognised for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020. The main other depreciations have been recognised for Majesticare (€0.6 million) and Touhula (€0.4 million).

Note 5: Property result

21 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 20

31/12/2019 (12 months restated period)

(18 months)

30/06/2019 (12 months)

30/06/2019 (12 months)

(18 months)

Rents earned 259,445 187,495 139,541 118,353 Guaranteed income 0 0 0 0 Cost of rent free periods 0 0 0 -10 Indemnities for early termination of rental contracts 60 40 44 70 RENTAL INCOME 259,505 187,535 139,585 118,413 Rents payable as lessee -2 -2 2 -5 Write-downs on trade receivables -3,342 -2,750 -643 -36 RENTAL-RELATED CHARGES -3,344 -2,752 -641 -41 NET RENTAL INCOME 256,161 184,783 138,944 118,372

The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the

Not later than one year 208,464 134,811 Later than one year and not later than five years 829,866 535,482 Later than five years 3,107,193 2,226,806 TOTAL 4,145,523 2,897,099

A depreciation for doubtful debts of €1.9 million was recognised for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020. The main other depreciations have been recognised for Majesticare (€0.6 million) and Touhula

31/12/2020 (12 months restated period)

Note 4: Net rental income

(x €1,000) 31/12/2020

The increase in rents earned is linked to the portfolio's growth during the 2019/2020 financial year.

  • commercial and office leases: termination of leases after one and a half years on average.

Rental income includes contingent rents amounting to €1,197 k (30 June 2019: €122 k).

Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:

(x €1,000) 31/12/2020

The Group rents its buildings exclusively under operating leases.

following assumptions, which are extremely conservative:

  • long-term leases (senior housing): no inflation.

(€0.4 million).

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
NET RENTAL INCOME 256,161 184,783 138,944 118,372
Indemnities on rental damage 0 0 9 59
RECOVERY OF PROPERTY CHARGES 0 0 9 59
Rebilling of rental charges invoiced to the landlord 2,206 1,876 893 1,150
Rebilling of property taxes and other taxes on let properties 1,604 1,623 1,422 1,601
RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY
TENANTS ON LET PROPERTIES
3,810 3,499 2,315 2,751
COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON
RENTAL DAMAGE AND REPAIR AT END OF LEASE
0 0 0 0
Rental charges invoiced to the landlord -2,206 -1,876 -893 -1,150
Property taxes and other taxes on let properties -1,604 -1,623 -1,422 -1,601
RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET
PROPERTIES
-3,810 -3,499 -2,315 -2,751
Cleaning -187 -125 -167 -275
Energy -335 -292 -152 -233
Depreciation of furniture -6 7 -65 -304
Employee benefits -1 -1 -37 -137
Other 582 401 262 129
OTHER RENTAL-RELATED INCOME AND CHARGES 53 -10 -159 -820
PROPERTY RESULT 256,214 184,773 138,794 117,611

Note 6: Property operating result

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
PROPERTY RESULT 256,214 184,773 138,794 117,611
Repair -116 -96 -66 -172
Insurance -53 29 -126 -90
Employee benefits 441 410 -114 -486
Maintenance -901 -871 -84 -165
Expert fees -51 -16 -101 -164
TECHNICAL COSTS -680 -544 -491 -1,077
Letting fees paid to real estate brokers -124 -123 -40 -137
Marketing -234 -205 -71 -120
Fees paid to lawyers and other legal costs 0 0 -2 -2
Other 0 -1 -15 -58
COMMERCIAL COSTS -358 -329 -128 -317
Charges 0 0 23 -58
CHARGES AND TAXES ON UNLET PROPERTIES 0 0 23 -58
Fees paid to external property managers -4,061 -2,763 -2,461 -1,201
Internal property management expenses -2,185 -1,633 -1,306 -1,562
PROPERTY MANAGEMENT COSTS -6,246 -4,396 -3,767 -2,763
Property taxes and other taxes -1,227 -876 -1,624 -1,470
OTHER PROPERTY CHARGES -1,227 -876 -1,624 -1,470
PROPERTY OPERATING RESULT 247,703 178,628 132,807 111,926

Aedifica – Annual Financial Report 2019/2020 – 22

Note 7: Overheads

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Lawyers/notaries -1,880 -1,293 -1,446 -1,087
Auditors/accountants -2,932 -2,143 -1,772 -1,527
Real estate experts -1,817 -1,274 -915 -702
IT -708 -563 -238 -208
Insurance -235 -180 -119 -112
Public relations, communication, marketing, publicity -519 -382 -337 -334
Directors and executive management -6,053 -3,751 -4,074 -3,327
Employee benefits -11,016 -8,687 -3,718 -2,934
Depreciation and amortisation of other assets -2,030 -1,417 -881 -535
Tax expense -2,263 -2,201 -914 -943
Other -6,643 -5,205 -3,195 -2,983
Financial services -234 -122 -118 -70
Fleet -304 -226 -342 -533
HQ -1,277 -940 -867 -1,034
Other professional fees -3,976 -3,217 -1,669 -1,271
Other -852 -700 -199 -75
TOTAL -36,096 -27,096 -17,609 -14,692

Audit fees

(x €1,000) 31/12/2020
(18 months)
30/06/2019
(12 months)
Statutory (audit Aedifica SA) 72 39
Statutory audit (subsidiaries) 291 419
Opinion reports foreseen in the Belgian Companies and Associations Code 35 61
Other opinion reports (comfort letter, etc.) 39 0
Tax advice missions 0 0
Other missions unconnected with the statutory audit 125 252
TOTAL 562 771

Related party transactions

Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code) relate exclusively to the remuneration of the members of the Board of Directors and the Executive Committee (€6,053 k in 2019/2020; €3,327 k in 2018/2019).

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Short-term benefits 5,560 3,490 3,749 3,096
Post-employment benefits 333 235 190 188
Other long-term benefits 0 0 0 0
Termination benfits 0 0 0 0
Share-based payments 160 26 135 43
Total 6,053 3,751 4,074 3,327

Employee benefits expense

23 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 22

31/12/2019 (12 months restated period)

(18 months)

31/12/2019 (12 months restated period)

30/06/2019 (12 months)

30/06/2019 (12 months)

30/06/2019 (12 months)

(18 months)

Lawyers/notaries -1,880 -1,293 -1,446 -1,087 Auditors/accountants -2,932 -2,143 -1,772 -1,527 Real estate experts -1,817 -1,274 -915 -702 IT -708 -563 -238 -208 Insurance -235 -180 -119 -112 Public relations, communication, marketing, publicity -519 -382 -337 -334 Directors and executive management -6,053 -3,751 -4,074 -3,327 Employee benefits -11,016 -8,687 -3,718 -2,934 Depreciation and amortisation of other assets -2,030 -1,417 -881 -535 Tax expense -2,263 -2,201 -914 -943 Other -6,643 -5,205 -3,195 -2,983 Financial services -234 -122 -118 -70 Fleet -304 -226 -342 -533 HQ -1,277 -940 -867 -1,034 Other professional fees -3,976 -3,217 -1,669 -1,271 Other -852 -700 -199 -75 TOTAL -36,096 -27,096 -17,609 -14,692

(x €1,000) 31/12/2020

of the members of the Board of Directors and the Executive Committee (€6,053 k in 2019/2020; €3,327 k in 2018/2019).

(x €1,000) 31/12/2020

Statutory (audit Aedifica SA) 72 39 Statutory audit (subsidiaries) 291 419 Opinion reports foreseen in the Belgian Companies and Associations Code 35 61 Other opinion reports (comfort letter, etc.) 39 0 Tax advice missions 0 0 Other missions unconnected with the statutory audit 125 252 TOTAL 562 771

Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code) relate exclusively to the remuneration

Short-term benefits 5,560 3,490 3,749 3,096 Post-employment benefits 333 235 190 188 Other long-term benefits 0 0 0 0 Termination benfits 0 0 0 0 Share-based payments 160 26 135 43 Total 6,053 3,751 4,074 3,327

(18 months)

31/12/2020 (12 months restated period)

31/12/2020 (12 months restated period)

Note 7: Overheads

Audit fees

Related party transactions

(x €1,000) 31/12/2020

Total employee benefits (excluding Executive Managers and Directors – see 'Related party transactions' above) are broken down in the income statement as follows:

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Cleaning costs (see Note 5) -1 -1 -37 -137
Technical costs (see Note 6) 441 410 -114 -486
Commercial costs 0 -1 -16 -59
Overheads (see Note 7) -11,016 -8,687 -3,718 -2,934
Property management costs (see Note 6) -2,185 -1,633 -1,306 -1,562
Capitalised costs -817 -847 -62 -92
TOTAL -13,578 -10,759 -5,253 -5,270

Headcount at the end of the financial year and full-time equivalents (excluding Directors):

31/12/2020
(18 months)
30/06/2019
(12 months)
Headcount at the year-end 105 55
Employees 101 50
Executive management personnel 4 5
FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) 95.1 43.9

The number of employees has increased due to the expansion of the team and the acquisition of Hoivatilat in January 2020.

Note 8: Other operating income and charges

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Recovery of damage expenses -35 13 2 50
Other 50 9 -125 -142
TOTAL 15 22 -123 -92

Note 9: Gains and losses on disposals of investment properties

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Net sale of properties (selling price - transaction costs) 23,432 17,044 170,951 169,003
Carrying amount of properties sold (fair value of assets sold) 23,991 18,871 162,292 161,682
TOTAL -559 -1,827 8,659 7,321

In 2018/2019, net sale of properties include the sale of (i) the hotels, (ii) 75% of the shares in Immobe NV/SA and (iii) the 22 remaining assistedliving apartments located at the Residentie Poortvelden site.

The table with the main disposals of the financial year are detailed in Note 38.

Aedifica – Annual Financial Report 2019/2020 – 24

Note 10: Gains and losses on disposals of other non-financial assets

Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial assets.

Note 11: Changes in fair value of investment properties

Changes in fair value of investment properties:

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Positive changes 154,205 123,208 119,747 110,366
Negative changes -129,156 -118,138 -49,546 -47,049
TOTAL 25,049 5,070 70,201 63,317
of which: marketable investment properties 41,930 14,816 80,288 76,382
development projects -16,881 -9,746 -10,087 -13,065

Note 12: Other result on portfolio

Other result on portfolio:

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Goodwill impairment 0 0 132 0
Other 0 0 0 0
TOTAL 0 0 132 0

During the financial year under review, the Group did not recognise a goodwill impairment (see Note 20 for more information).

Note 13: Financial income

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Interests earned 75 61 16 28
Other 403 427 -263 126
TOTAL 478 488 -247 154

The financial income of 2019/2020 includes non-recurring income of €0.3 million, which represents the fee paid to Aedifica as a result of the contribution in kind of 9 July 2020, in compensation for the grant of full dividend rights for the 2019/2020 financial year to the shares issued on that day. It also included €0.1 million of realised and unrealised foreign exchange differences.

The 2018/2019 financial income included €0.1 million of realised and unrealised foreign exchange differences.

Note 14: Net interest charges

25 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 24

31/12/2019 (12 months restated period)

31/12/2019 (12 months restated period)

31/12/2019 (12 months restated period)

30/06/2019 (12 months)

30/06/2019 (12 months)

30/06/2019 (12 months)

Note 10: Gains and losses on disposals of other non-financial assets

(x €1,000) 31/12/2020

(x €1,000) 31/12/2020

(x €1,000) 31/12/2020

that day. It also included €0.1 million of realised and unrealised foreign exchange differences.

The 2018/2019 financial income included €0.1 million of realised and unrealised foreign exchange differences.

Note 11: Changes in fair value of investment properties

Changes in fair value of investment properties:

Note 12: Other result on portfolio

Note 13: Financial income

Other result on portfolio:

assets.

Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial

Positive changes 154,205 123,208 119,747 110,366 Negative changes -129,156 -118,138 -49,546 -47,049 TOTAL 25,049 5,070 70,201 63,317 of which: marketable investment properties 41,930 14,816 80,288 76,382 development projects -16,881 -9,746 -10,087 -13,065

Goodwill impairment 0 0 132 0 Other 0 0 0 0 TOTAL 0 0 132 0

Interests earned 75 61 16 28 Other 403 427 -263 126 TOTAL 478 488 -247 154

The financial income of 2019/2020 includes non-recurring income of €0.3 million, which represents the fee paid to Aedifica as a result of the contribution in kind of 9 July 2020, in compensation for the grant of full dividend rights for the 2019/2020 financial year to the shares issued on

During the financial year under review, the Group did not recognise a goodwill impairment (see Note 20 for more information).

(18 months)

(18 months)

(18 months)

31/12/2020 (12 months restated period)

31/12/2020 (12 months restated period)

31/12/2020 (12 months restated period)

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Nominal interest on borrowings -24,320 -18,469 -12,289 -11,180
Bilateral loans - floating rate -14,137 -11,398 -6,438 -7,141
Short-term treasury notes - floating rate -580 -484 -171 -126
Investment credits - floating or fixed rate -8,698 -5,845 -5,354 -3,741
Long-term treasury notes - fixed rate -905 -741 -326 -172
Charges arising from authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting as defined
under IFRS
-4,461 -3,540 -1,812 -1,925
Authorised hedging instruments not qualifying for hedge accounting as
defined under IFRS
-6,525 -4,340 -4,865 -5,103
Subtotal -10,986 -7,880 -6,677 -7,028
Income arising from authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting as defined
under IFRS
0 0 0 0
Authorised hedging instruments not qualifying for hedge accounting as
defined under IFRS
0 0 0 0
Subtotal 0 0 0 0
Capitalised interest charges 2,491 1,990 1,073 1,083
Interest cost related to leasing debts booked in accordance with IFRS 16 -824 -729 -95 0
Other interest charges -49 -47 -216 -68
TOTAL -33,688 -25,135 -18,204 -17,193

Charges and income arising from hedging instruments represent Aedifica's cash interest payments or receipts related to the derivatives presented in Note 24 and detailed in Note 33. Changes in the fair value of these derivatives are recognised in the income statement and are listed in Note 16.

Note 15: Other financial charges

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Bank charges and other commissions -5,246 -3,076 -3,407 -2,511
Other -299 -600 -108 -618
TOTAL -5,545 -3,676 -3,515 -3,129

The item 'Bank charges and other commissions' includes €3,416 k of commitment fees (2018/2019: €1,738 k).

The item 'Other' includes -€147 k of realised and unrealised foreign exchange differences (2018/2019: -€476 k).

Aedifica – Annual Financial Report 2019/2020 – 26

Note 16: Charges in fair value of financial assets and liabilities

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting as defined
under IFRS
-3 8 18 -4
Authorised hedging instruments not qualifying for hedge accounting as
defined under IFRS
-970 -4,742 -3,065 -6,577
Subtotal -973 -4,734 -3,047 -6,581
Other -1,196 -853 -652 -723
TOTAL -2,169 -5,587 -3,699 -7,304

The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).

Note 17: Share in the profit or loss of associates and joint ventures

On 1 July 2018, Aedifica transferred the 'apartments' branch of activities to a separate company (Immobe NV/SA), which was initially wholly controlled by Aedifica NV/SA.

Aedifica NV/SA gradually sold its shares in Immobe NV/SA (in 2 phases) to Primonial European Residential Fund:

  • phase 1: sale of 50% (minus one share) during the second quarter of the 2018/2019 financial year (see press release of 31 October 2018 for more information);
  • phase 2: sale of an additional 25% (plus two shares) during the third quarter of the 2018/2019 financial year (see press release of 27 March 2019 for more information).

Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method.

(x €1,000) 31/12/2020 30/06/2019
(18 months) (12 months)
Carrying amount at the beginning of the year 33,931 0
Acquisition of shares of associates and joint ventures accounted for using the equity method 0 0
Disposal of shares of a subsidiary resulting in their equity method accounting (formerly under full consolidation) 0 32,797
Share in the profit or loss of associates and joint ventures accounted for using the equity method 4,575 1,330
Impact of dividends received on equity -1,508 -196
Other 0 0
Carrying amount at the end of the year 36,998 33,931
Company Immobe SA
Segment Apartment buildings
Country Belgium
% held by Aedifica SA 24.97%
Partner shareholders Primonial European
Residential Holdco Sarl
Date of company creation June 2018
Amount of the Aedifica SA share in the result (x1.000 €) 31/12/2020
(18 months)
Net result (100%) 18,323
Other elements of the global result 0
Global result 18,323
% held by Aedifica SA 24.97%
Share in the profit or loss of associates and joint ventures accounted for using the equity method
Amount of the interest at Aedifica SA (x 1.000€)
Equity-accounted investments 36,998

Note 18: Tax

27 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 26

31/12/2019 (12 months restated period)

(18 months)

30/06/2019 (12 months)

Residential Holdco Sarl

(18 months)

-3 8 18 -4

-970 -4,742 -3,065 -6,577

30/06/2019 (12 months)

(18 months)

Subtotal -973 -4,734 -3,047 -6,581 Other -1,196 -853 -652 -723 TOTAL -2,169 -5,587 -3,699 -7,304

On 1 July 2018, Aedifica transferred the 'apartments' branch of activities to a separate company (Immobe NV/SA), which was initially wholly

  • phase 1: sale of 50% (minus one share) during the second quarter of the 2018/2019 financial year (see press release of 31 October 2018

  • phase 2: sale of an additional 25% (plus two shares) during the third quarter of the 2018/2019 financial year (see press release of

Carrying amount at the beginning of the year 33,931 0 Acquisition of shares of associates and joint ventures accounted for using the equity method 0 0 Disposal of shares of a subsidiary resulting in their equity method accounting (formerly under full consolidation) 0 32,797 Share in the profit or loss of associates and joint ventures accounted for using the equity method 4,575 1,330 Impact of dividends received on equity -1,508 -196 Other 0 0 Carrying amount at the end of the year 36,998 33,931

Company Immobe SA

Segment Apartment buildings Country Belgium % held by Aedifica SA 24.97% Partner shareholders Primonial European

Date of company creation June 2018

Amount of the Aedifica SA share in the result (x1.000 €) 31/12/2020

Net result (100%) 18,323 Other elements of the global result 0 Global result 18,323 % held by Aedifica SA 24.97% Share in the profit or loss of associates and joint ventures accounted for using the equity method 4,575

Equity-accounted investments 36,998

Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method.

(x €1,000) 31/12/2020

The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).

31/12/2020 (12 months restated period)

Note 16: Charges in fair value of financial assets and liabilities

Authorised hedging instruments qualifying for hedge accounting as defined

Authorised hedging instruments not qualifying for hedge accounting as

Authorised hedging instruments

defined under IFRS

controlled by Aedifica NV/SA.

for more information);

27 March 2019 for more information).

Amount of the interest at Aedifica SA (x 1.000€)

under IFRS

(x €1,000) 31/12/2020

Note 17: Share in the profit or loss of associates and joint ventures

Aedifica NV/SA gradually sold its shares in Immobe NV/SA (in 2 phases) to Primonial European Residential Fund:

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Parent
Profit before tax (loss) 193,416 116,183 125,194 93,665
Effect of the Belgian REIT tax regime -193,416 -116,183 -125,194 -93,665
Taxable result in Belgium based on non-deductible costs 1,191 1,069 228 293
Belgian current tax at rate of 29,58% -352 -316 -68 -87
Belgian current tax regularisation for the previous year -14 0 30 23
Foreign current tax -2,639 -2,060 -1,654 -1,946
Subtotal -3,005 -2,376 -1,692 -2,010
Subsidiaries
Belgian current tax 0 0 -5 -54
Foreign current tax -8,525 -5,327 -5,249 -2,434
Subtotal -8,525 -5,327 -5,254 -2,488
Corporate tax -11,530 -7,703 -6,946 -4,498
Exit tax 60 112 -89 -578
Parent -3,611 -2,664 -1,442 -936
Subsidiaries -11,260 -8,489 -6,610 -4,702
Deferred taxes -14,871 -11,153 -8,052 -5,638
TOTAL TAX -26,341 -18,744 -15,087 -10,714

The corporate taxes are composed of current taxes, deferred taxes and exit tax.

Current taxes consist primarily of Belgian tax on Aedifica's non-deductible expenditures (since Belgian REITs benefit from a specific tax regime, leading to the taxation of only non-deductible costs, such as regional taxes, car costs, representation costs, social costs, donations, etc.), tax generated abroad and tax on the result of the consolidated subsidiaries.

Deferred taxes arose from the recognition at fair value of buildings located abroad in conformity with IAS 40. This deferred tax (with no monetary impact, that is to say, non-cash) is thus excluded from the EPRA Earnings* (see Note 25).

Aedifica – Annual Financial Report 2019/2020 – 28

Note 19: Earnings per share

The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:

31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Profit (loss) (Owners of the parent) (x €1,000) 173,068 103,894 153,903 123,497
Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471
Basic EPS (in €) 6.53 3.78 6.85 6.41
Diluted EPS (in €) 6.52 3.78 6.85 6.41

Aedifica uses EPRA Earnings* to comply with the EPRA's recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS (see Note 44). In Aedifica's case, it represents the profit (attributable to owners of the Parent) after removing changes in fair value of investment properties (attributable to owners of the Parent) (and the movements of deferred taxes related to these), hedging instruments and the result of the sale of investment properties.

It is calculated as follows:

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
Profit (loss) (Owners of the parent) 173,068 103,894 153,903 123,497
Less: Changes in fair value of investment properties (see Note 11) -25,049 -5,069 -70,202 -63,317
Less: Gain and losses on disposal of investment properties (see Note 9) 559 1,827 -8,659 -7,321
Less: Deferred taxes in respect of EPRA adjustments (see Note 18 and 25) 14,811 11,041 8,141 6,216
Less: Changes in fair value of financial assets and liabilities (see Note 16) 2,169 5,587 3,699 7,304
Less: Negative goodwill / goodwill impairment (see Note 12) 0 0 -132 0
Add : Share in the profit or loss of associates and joint ventures accounted for
using the equity method in respect of EPRA corrections
-3,007 -1,180 -2,680 -853
Add: Non-controlling interests in respect of the above 167 68 2,884 6,618
Roundings 0 0 2 1
EPRA Earnings* 162,718 116,168 86,956 72,145
Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings* per share (in €) 6.14 4.23 3.87 3.74
EPRA Earnings* diluted per Share (in €) 6.13 4.22 3.87 3.74

The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.

Note 20: Goodwill

29 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 28

31/12/2019 (12 months restated period)

31/12/2019 (12 months restated period)

-3,007 -1,180 -2,680 -853

30/06/2019 (12 months)

30/06/2019 (12 months)

31/12/2020 (18 months)

(18 months)

Profit (loss) (Owners of the parent) (x €1,000) 173,068 103,894 153,903 123,497 Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471 Basic EPS (in €) 6.53 3.78 6.85 6.41 Diluted EPS (in €) 6.52 3.78 6.85 6.41

Aedifica uses EPRA Earnings* to comply with the EPRA's recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS (see Note 44). In Aedifica's case, it represents the profit (attributable to owners of the Parent) after removing changes in fair value of investment properties (attributable to owners of the Parent) (and the movements of deferred taxes

Profit (loss) (Owners of the parent) 173,068 103,894 153,903 123,497 Less: Changes in fair value of investment properties (see Note 11) -25,049 -5,069 -70,202 -63,317 Less: Gain and losses on disposal of investment properties (see Note 9) 559 1,827 -8,659 -7,321 Less: Deferred taxes in respect of EPRA adjustments (see Note 18 and 25) 14,811 11,041 8,141 6,216 Less: Changes in fair value of financial assets and liabilities (see Note 16) 2,169 5,587 3,699 7,304 Less: Negative goodwill / goodwill impairment (see Note 12) 0 0 -132 0

Add: Non-controlling interests in respect of the above 167 68 2,884 6,618 Roundings 0 0 2 1 EPRA Earnings* 162,718 116,168 86,956 72,145

Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471 EPRA Earnings* per share (in €) 6.14 4.23 3.87 3.74 EPRA Earnings* diluted per Share (in €) 6.13 4.22 3.87 3.74

The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.

31/12/2020 (12 months restated period)

31/12/2020 (12 months restated period)

Note 19: Earnings per share

It is calculated as follows:

The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:

related to these), hedging instruments and the result of the sale of investment properties.

Add : Share in the profit or loss of associates and joint ventures accounted for

using the equity method in respect of EPRA corrections

(x €1,000) 31/12/2020

(x €1,000) 31/12/2020 30/06/2019
Gross value at the beginning of the year 335 2,191
Cumulative impairment losses at the beginning of the year -335 -335
Carrying amount at the beginning of the year 0 1,856
Additions / Transfer 161,726 -1,856
Impairment losses 0 0
CARRYING AMOUNT AT THE END OF THE YEAR 0
of which: gross value 162,061 335
cumulative impairment losses -335 -335

In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the carrying amount of goodwill.

The initial goodwill (€335 k) arose from the acquisition of Schloss Bensberg Management GmbH. This goodwill was set at zero during the 2017/2018 financial year. The value test during the 2019/2020 financial year did not lead to a revaluation.

The goodwill addition over the last eighteen months (€161,726 k) arose from the acquisition of Hoivatilat Oyj. It results from the positive difference between the acquisition cost (the price paid for the shares of Hoivatilat Oyj) and the fair value of the net asset acquired, including deferred tax effect corresponding to the theoretical assumption required under IAS/IFRS of an immediate disposal of the assets and liabilities at the closing date. The tax rate applied for Finland is 20%.

Impairment test

On 31 December 2020, the goodwill of the Hoivatilat Oyj acquisition was subject to an impairment test by comparing the fair value of investment properties and development projects (including deferred tax effect plus the goodwill) to the value in use of these investment properties and development projects.

The fair value of investment properties and development projects is established by an independent expert in accordance with the Group valuation rules as presented in Note 2.

The value in use is established by the Group according to expected future net cash flows based on the rents of the underlying investment properties and development projects (as per tenants' lease agreements), the expenses to maintain and manage the property portfolio, and the theoretical renovation costs of the properties. The value in use also consider the net future cash flows of a non-committed development pipeline of €100 million per year during the first 4 years, based on the plans of the subsidiary's Management. The main assumptions in the establishment of the value in use are the indexation rate and the discount rate.

Assumptions used in the calculation of the value in use of Hoivatilat:

  • the cash flow horizon is 45 years with a final value that is determined as a perpetuity of 80% of the last cash flow;
  • renewal costs are estimated at 20% of the cost price every 15 years;
  • the yield on cost that is used to determine the non-committed pipeline rents is based on the assumptions used by experts in the valuation of the existing portfolio;
  • the indexation considered on the cash flows stands at 2%;
  • the discount rate amounts to 4.25%.

On December 31, 2020, the fair value of investment properties and development projects (net of deferred tax liability carried on the balance sheet) plus goodwill amounts to €858,741 k. The value in use, calculated on the same date according to the principles set out above, amounts to €866,250 k.

Sensitivity analysis Change in inflation Change in discount rate
+0.5% -0.5% +0.5% -0.5%
Change of value in use (in %) 16% -13% -14% 16%

Aedifica – Annual Financial Report 2019/2020 – 30

Note 21: Intangible assets

Intangible assets all have a limited useful life and consist mainly of computer software. In 2020, the Company installed an ERP system. Amortisation is recognised in income under the line 'overheads' (see Note 7). For presentation consistency between both periods, the 30/06/2019 split of the carrying amount between gross value and amortisations has been revised compared to what was presented in the 2018/2019 Financial Statements.

(x €1,000) 31/12/2020 30/06/2019
Gross value at the beginning of the year 939 833
Depreciation and cumulative impairment losses at the beginning of the year -533 -532
Carrying amount at the beginning of the year 407 301
Entries: items acquired separately 1,790 229
Disposals -31 -1
Amortisations to income statement -406 -123
Amortisations related to acquisitions and disposals 30 0
CARRYING AMOUNT AT THE END OF THE YEAR 407
of which: gross value 2,698 939
amortisations and cumulative impairment losses -909 -533

Note 22: Investment properties

(x €1,000) Marketable
investment
properties
Development
projects
TOTAL
CARRYING AMOUNT AS OF 1/07/2018 1,701,280 35,183 1,736,463
Acquisitions 698,727 13,424 712,151
Disposals -291,407 0 -291,407
Capitalised interest charges 0 1,083 1,083
Capitalised employee benefits 0 92 92
Other capitalised expenses 6,413 101,191 107,604
Transfers due to completion 86,441 -86,441 0
Changes in fair value (see Note 11) 76,382 -13,065 63,317
Other expenses booked in the income statement 0 0 0
Transfers to equity -12,162 -262 -12,424
Assets classified as held for sale -1,170 0 -1,170
CARRYING AMOUNT AS OF 30/06/2019 2,264,504 51,205 2,315,709
CARRYING AMOUNT AS OF 1/07/2019 2,264,504 51,205 2,315,709
Acquisitions 1,078,951 73,610 1,152,561
Disposals -23,907 0 -23,907
Capitalised interest charges 0 2,491 2,491
Capitalised employee benefits 0 468 468
Other capitalised expenses 35,563 251,050 286,613
Transfers due to completion 220,623 -220,623 0
Changes in fair value (see Note 11) 41,930 -16,881 25,049
Other expenses booked in the income statement 0 0 0
Transfers to equity -1,382 0 -1,382
Assets classified as held for sale -888 0 -888
CARRYING AMOUNT AS OF 31/12/2020 3,615,394 141,320 3,756,714

The fair value is supported by market evidence and is based on valuations provided by valuation experts with relevant and recognised professional qualifications and recent experience in the geographic areas and property types included in Aedifica's portfolio. All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden.

The fair value of the marketable investment properties as of 31 December 2020 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.77% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2019/2020 Annual Financial Report). A positive 0.10% change in the capitalisation rate would lead to a negative change of approx. €62 million in the portfolio's fair value.

Development projects are described in detail in the Property Report included in the present Annual Financial Report.

The portfolio of investment properties includes a right of use of €52 million related to plots of land held in 'leasehold' by Hoivatilat in accordance with IFRS 16.

Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €6.1 million as of 31 December 2020. They mainly relate to three care homes in the United Kingdom that are considered to be non-strategic assets.

Acquisitions made during the financial year are described in detail in the Management Report included in the present Annual Financial Report.

All investment properties are considered to be at 'level 3' on the fair value scale defined under IFRS 13. This scale includes three levels: Level 1: observable listed prices in active markets; Level 2: observable data other than the listed prices included in level 1; Level 3: unobservable data. During the 2019/2020 financial year, there were no transfers between level 1, level 2 and level 3.

The valuation methodologies (approach under which a capitalisation rate is applied to the estimated rental value and another approach based on the present value of future cash flows) are described in section 1.11 of the standing documents of the present Annual Financial Report.

The quantitative information presented below in relation to the determination of the fair value of investment properties based on unobservable data (level 3) is taken from various reports produced by the valuation experts:

Type of asset Fair value as
of 31/12/2020
(x €1,000)
Assessment method Unobservable data 1 Min Max Weighted
average
HEALTHCARE REAL ESTATE 3,621,522
Belgium 1,151,419 DCF & Capitalisation ERV / m² 56 257 126
Inflation 1.5% 1.5% 1.5%
Discount rate 3.6% 6.8% 4.9%
Capitalisation rate 4.1% 7.2% 5.2%
Residual maturity (year) 1 30 21
Netherlands 515,768 DCF & Capitalisation ERV / m² 18 302 135
Inflation 1.9% 2.0% 2.0%
Discount rate 5.0% 7.0% 6.0%
Capitalisation rate 3.7% 6.9% 5.5%
Residual maturity (year) 11 27 18
Germany 634,220 DCF & Capitalisation ERV / m² 39 210 124
Inflation 2.0% 2.0% 2.0%
Discount rate 4.6% 6.8% 5.8%
Residual maturity (year) 2 30 22
United Kingdom 633,302 DCF & Capitalisation ERV / m² 63 487 166
Capitalisation rate 4.5% 13.8% 6.2%
Residual maturity (year) 13 34 22
Finland 667,270 DCF & Capitalisation ERV / m² 135 391 202
Inflation 1.8% 1.8% 1.8%
Discount rate 3.8% 8.0% 4.8%
Residual maturity (year) 3 25 12
Sweden 19,543 DCF & Capitalisation ERV / m² 2,292 2,733 2,423
Inflation 2.0% 2.0% 2.0%
Discount rate 6.7% 7.0% 6.9%
Residual maturity (year) 15 20 17
DEVELOPMENT PROJECTS 134,563 DCF & Capitalisation ERV / m² 58 295 146
Inflation 1.5% 2.0% 1.9%
Discount rate 3.8% 7.0% 5.0%
Capitalisation rate 4.6% 7.2% 5.0%
Residual maturity (year) 10 30 24
Total 3,756,085

1 ERV / m² is expressed in local currency.

31 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 30

Development projects

TOTAL

Intangible assets all have a limited useful life and consist mainly of computer software. In 2020, the Company installed an ERP system. Amortisation is recognised in income under the line 'overheads' (see Note 7). For presentation consistency between both periods, the 30/06/2019 split of the carrying amount between gross value and amortisations has been revised compared to what was presented in the 2018/2019 Financial

(x €1,000) 31/12/2020 30/06/2019

Gross value at the beginning of the year 939 833 Depreciation and cumulative impairment losses at the beginning of the year -533 -532 Carrying amount at the beginning of the year 407 301 Entries: items acquired separately 1,790 229 Disposals -31 -1 Amortisations to income statement -406 -123 Amortisations related to acquisitions and disposals 30 0 CARRYING AMOUNT AT THE END OF THE YEAR 1,790 407 of which: gross value 2,698 939 amortisations and cumulative impairment losses -909 -533

CARRYING AMOUNT AS OF 1/07/2018 1,701,280 35,183 1,736,463 Acquisitions 698,727 13,424 712,151 Disposals -291,407 0 -291,407 Capitalised interest charges 0 1,083 1,083 Capitalised employee benefits 0 92 92 Other capitalised expenses 6,413 101,191 107,604 Transfers due to completion 86,441 -86,441 0 Changes in fair value (see Note 11) 76,382 -13,065 63,317 Other expenses booked in the income statement 0 0 0 Transfers to equity -12,162 -262 -12,424 Assets classified as held for sale -1,170 0 -1,170 CARRYING AMOUNT AS OF 30/06/2019 2,264,504 51,205 2,315,709

CARRYING AMOUNT AS OF 1/07/2019 2,264,504 51,205 2,315,709 Acquisitions 1,078,951 73,610 1,152,561 Disposals -23,907 0 -23,907 Capitalised interest charges 0 2,491 2,491 Capitalised employee benefits 0 468 468 Other capitalised expenses 35,563 251,050 286,613 Transfers due to completion 220,623 -220,623 0 Changes in fair value (see Note 11) 41,930 -16,881 25,049 Other expenses booked in the income statement 0 0 0 Transfers to equity -1,382 0 -1,382 Assets classified as held for sale -888 0 -888 CARRYING AMOUNT AS OF 31/12/2020 3,615,394 141,320 3,756,714

The fair value is supported by market evidence and is based on valuations provided by valuation experts with relevant and recognised professional qualifications and recent experience in the geographic areas and property types included in Aedifica's portfolio. All investment

The fair value of the marketable investment properties as of 31 December 2020 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.77% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2019/2020 Annual Financial Report). A positive 0.10% change in the capitalisation rate would

investment properties

(x €1,000) Marketable

properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden.

Development projects are described in detail in the Property Report included in the present Annual Financial Report.

lead to a negative change of approx. €62 million in the portfolio's fair value.

Note 21: Intangible assets

Note 22: Investment properties

Statements.

The valuation of the buildings is based on an occupancy rate of 100% for the entire healthcare real estate portfolio. The different parameters applied in the capitalisation method can vary depending on the location of the assets, the quality of the building, quality of the operator, lease length etc., which explains the significant differences between the minimum and maximum amounts for these unobservable data. The capitalisation rate is determined by the valuation expert based on economic data and benchmarking and takes into account a risk premium.

Aedifica – Annual Financial Report 2019/2020 – 32

Type of asset Fair value as
of 30/06/2019
(x €1,000)
Assessment method Unobservable data 1 Min Max Weighted
average
HEALTHCARE REAL ESTATE 2,269,744
Belgium 1,028,213 DCF & Capitalisation ERV / m² 72 232 131
Inflation 1.5% 1.8% 1.6%
Discount rate 5.0% 7.3% 5.6%
Capitalisation rate 4.5% 7.3% 5.5%
Residual maturity (year) 2 28 21
Netherlands 336,440 DCF & Capitalisation ERV / m² 45 316 148
Inflation 1.8% 2.0% 1.8%
Discount rate 4.3% 7.8% 6.1%
Capitalisation rate 4.3% 7.4% 5.8%
Residual maturity (year) 12 28 18
Germany 380,790 DCF & Capitalisation ERV / m² 39 198 130
Inflation 2.0% 2.0% 2.0%
Discount rate 4.8% 7.4% 6.3%
Residual maturity (year) 11 32 22
United Kingdom 524,301 DCF & Capitalisation ERV / m² 56 487 156
Capitalisation rate 5.2% 10.0% 6.6%
Residual maturity (year) 14 33 22
DEVELOPMENT PROJECTS 51,205 DCF & Capitalisation ERV / m² 85 229 161
Inflation 1.5% 2.0% 1.9%
Discount rate 4.9% 7.1% 5.9%
Capitalisation rate 4.6% 7.5% 5.7%
Residual maturity (year) 12 32 24
Total 2,320,949

1 ERV / m² is expressed in local currency.

In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the nine valuation experts appointed by the Company. These valuations are based on:

  • information provided by the Company such as contractual rents, rental contracts, investment budgets, etc. These data are extracted from the Company's information system and are thus subject to the Company's internal control environment;
  • assumptions and valuation models used by the valuation experts, based on their professional judgment and market knowledge.

Reports provided by the valuation experts are reviewed by the Company's Senior Valuation & Asset Manager, the Group Controller and the Executive Managers. This includes a review of the changes in fair value over the period. When the Executive Managers consider that the valuation reports of the valuation experts are coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion of the Audit and Risk Committee, these reports are submitted to the Board of Directors.

The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal):

Unobservable data Effect on the fair value
in case of decrease of the unobservable input
value
in case of increase of the unobservable input
value
ERV / m² negative positive
Capitalisation rate positive negative
Inflation negative positive
Discount rate positive negative
Residual maturity (year) negative positive

Interrelations between unobservable data are possible, as they are determined in part by market conditions.

Note 23: Other tangible assets

33 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 32

average

Assessment method Unobservable data 1 Min Max Weighted

Inflation 1.5% 1.8% 1.6% Discount rate 5.0% 7.3% 5.6% Capitalisation rate 4.5% 7.3% 5.5%

Residual maturity (year) 2 28 21

Inflation 1.8% 2.0% 1.8% Discount rate 4.3% 7.8% 6.1% Capitalisation rate 4.3% 7.4% 5.8% Residual maturity (year) 12 28 18

Inflation 2.0% 2.0% 2.0% Discount rate 4.8% 7.4% 6.3% Residual maturity (year) 11 32 22

Capitalisation rate 5.2% 10.0% 6.6% Residual maturity (year) 14 33 22

Inflation 1.5% 2.0% 1.9% Discount rate 4.9% 7.1% 5.9% Capitalisation rate 4.6% 7.5% 5.7% Residual maturity (year) 12 32 24

in case of increase of the unobservable input value

Belgium 1,028,213 DCF & Capitalisation ERV / m² 72 232 131

Netherlands 336,440 DCF & Capitalisation ERV / m² 45 316 148

Germany 380,790 DCF & Capitalisation ERV / m² 39 198 130

United Kingdom 524,301 DCF & Capitalisation ERV / m² 56 487 156

DEVELOPMENT PROJECTS 51,205 DCF & Capitalisation ERV / m² 85 229 161

In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the nine valuation experts

  • information provided by the Company such as contractual rents, rental contracts, investment budgets, etc. These data are extracted from

Reports provided by the valuation experts are reviewed by the Company's Senior Valuation & Asset Manager, the Group Controller and the Executive Managers. This includes a review of the changes in fair value over the period. When the Executive Managers consider that the valuation reports of the valuation experts are coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion

The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal):

  • assumptions and valuation models used by the valuation experts, based on their professional judgment and market knowledge.

in case of decrease of the unobservable input value

ERV / m² negative positive Capitalisation rate positive negative Inflation negative positive Discount rate positive negative Residual maturity (year) negative positive

the Company's information system and are thus subject to the Company's internal control environment;

of the Audit and Risk Committee, these reports are submitted to the Board of Directors.

Unobservable data Effect on the fair value

Interrelations between unobservable data are possible, as they are determined in part by market conditions.

Type of asset Fair value as

HEALTHCARE REAL ESTATE 2,269,744

Total 2,320,949

appointed by the Company. These valuations are based on:

1 ERV / m² is expressed in local currency.

of 30/06/2019 (x €1,000)

(x €1,000) 31/12/2020 30/06/2019
Gross value at beginning of the period 2,220 8,155
Depreciation and cumulative impairment losses at beginning of period -894 -5,586
Carrying amount at beginning of period 1,326 2,569
Additions 3,000 328
Disposals -275 -1,191
Depreciations to income statement -1,629 -380
Depreciations related to acquisitions and disposals 392 0
CARRYING AMOUNT AT END OF PERIOD 2,813 1,326
of which: gross value (excl. IFRS 16) 2,272 2,220
Right of use assets (in accordance with IFRS 16) 2,672 0
depreciations and cumulative impairment losses -1,267 -894
Depreciations on right of use assets (in accordance with IFRS 16) -864 0

The increase of the 'Additions' line is mainly due to the right of use related to assets (in accordance with IFRS 16). Amortisation is recognised in income under the line 'overheads' (see Note 7).

Note 24: Non-current financial assets and other financial liabilities

(x €1,000) 30/06/2019
Receivables
Collateral 438 304
Other non-current receivables 490 -114
Available-for-sale financial assets
Investments in related entities (Note 40) 0 0
Assets at fair value through profit or loss
Hedging instruments (see Note 33) 234 117
Other non-current financial assets
Hedging instruments (see Note 33) 0 0
Other
Investments in related entities (Note 40) 0 0
TOTAL NON-CURRENT FINANCIAL ASSETS 1,162 307
Liabilities at fair value through profit or loss
Hedging instruments (see Note 33) -30,362 -27,244
Other -5,287 -4,604
Total non-current financial liabilities
Hedging instruments (see Note 33) -20,858 -20,926
Non current lease liability (in accordance with IFRS 16) -51,553 0
TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES -108,060 -52,774
Total current financial liabilities
Current lease liability (in accordance with IFRS 16) -2,077 0
TOTAL OTHER CURRENT FINANCIAL LIABILITIES -2,077 0

The collateral at fair value (€438 k; 30 June 2019: €304 k) includes blocked funds in Germany.

Assets and liabilities recognised at fair value through profit or loss consist primarily of hedging instruments. However, they hedge interest rate risks. The cash flows generated by all hedges, as well as the changes in fair value taken into income, are presented in Notes 14 and 16.

The other liabilities recognised at fair value through profit or loss (€5,287 k; 30 June 2019: €4,604 k) include the put options granted to noncontrolling shareholders (see Notes 16 and 43).

Aedifica – Annual Financial Report 2019/2020 – 34

Note 25: Deferred taxes

The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They result from the temporary difference between the buildings' fair value and the assessed value used for tax purposes.

The increase in deferred taxes is mainly due to the integration of Hoivatilat.

Changes in deferred taxes are as follows (see also Note 18):

(x €1,000) Assets Liabilities
CARRYING AMOUNT AS OF 1/07/2018 0 -6,211
Originations 0 2,118
Reversals 0 -7,756
Scope changes 0 1
CARRYING AMOUNT AS OF 30/06/2019 0 -11,848
(x €1,000) Assets Liabilities
CARRYING AMOUNT AS OF 1/07/2019 0 -11,848
Originations 1,764 -16,653
Reversals 0 18
Scope changes 1,137 -46,126
CARRYING AMOUNT AS OF 31/12/2020 2,902 -74,609

Note 26: Trade receivables

(x €1,000) 31/12/2020 30/06/2019
TRADE RECEIVABLES - NET VALUE 12,698 11,216

It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This carrying amount represents an estimate of the fair value of assets which do not generate interest.

The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€125 million; 30 June 2019: €31 million) received from tenants to cover their commitments. In the United Kingdom, collateral on the companies is used as a guarantee. The carrying amount on the balance sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected in the carrying amount of receivables recognised on the balance sheet.

Trade receivables are analysed as follows:

(x €1,000) 31/12/2020 30/06/2019
under 90 days 3,176 2,741
over 90 days 3,431 389
Subtotal 6,607 3,130
Not due 9,474 8,127
Write-downs -3,383 -41
CARRYING AMOUNT 12,698 11,216

Write-downs, which mainly concern the depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020, have evolved as follows:

(x €1,000) 31/12/2020 30/06/2019
At beginning of period -41 -110
Addition -3,815 -30
Utilisation 0 0
Reversal 473 5
Mergers / Transfers 0 94
AT END OF PERIOD -3,383 -41

Note 27 : Tax receivables and other current assets

(x €1,000) 31/12/2020 30/06/2019
Tax 3,575 285
Other 1,602 972
TOTAL 5,177 1,257

Tax receivables are composed of tax credits.

Aedifica – Annual Financial Report 2019/2020 – 34

The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They result

(x €1,000) Assets Liabilities

CARRYING AMOUNT AS OF 1/07/2018 0 -6,211 Originations 0 2,118 Reversals 0 -7,756 Scope changes 0 1 CARRYING AMOUNT AS OF 30/06/2019 0 -11,848

(x €1,000) Assets Liabilities

CARRYING AMOUNT AS OF 1/07/2019 0 -11,848 Originations 1,764 -16,653 Reversals 0 18 Scope changes 1,137 -46,126 CARRYING AMOUNT AS OF 31/12/2020 2,902 -74,609

(x €1,000) 31/12/2020 30/06/2019

TRADE RECEIVABLES - NET VALUE 12,698 11,216

It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This carrying amount represents an estimate

The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€125 million; 30 June 2019: €31 million) received from tenants to cover their commitments. In the United Kingdom, collateral on the companies is used as a guarantee. The carrying amount on the balance sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected

(x €1,000) 31/12/2020 30/06/2019

Write-downs, which mainly concern the depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of

(x €1,000) 31/12/2020 30/06/2019

At beginning of period -41 -110 Addition -3,815 -30 Utilisation 0 0 Reversal 473 5 Mergers / Transfers 0 94 AT END OF PERIOD -3,383 -41

under 90 days 3,176 2,741 over 90 days 3,431 389 Subtotal 6,607 3,130 Not due 9,474 8,127 Write-downs -3,383 -41 CARRYING AMOUNT 12,698 11,216

from the temporary difference between the buildings' fair value and the assessed value used for tax purposes.

The increase in deferred taxes is mainly due to the integration of Hoivatilat.

Changes in deferred taxes are as follows (see also Note 18):

Note 25: Deferred taxes

Note 26: Trade receivables

Trade receivables are analysed as follows:

of the fair value of assets which do not generate interest.

in the carrying amount of receivables recognised on the balance sheet.

the buildings to the new tenants in April 2020, have evolved as follows:

Note 28: Cash and cash equivalents

35 – Aedifica – Annual Financial Report 2019/2020

(x €1,000) 31/12/2020 30/06/2019
Short-term deposits 0 0
Cash at bank and in hands 23,546 15,405
TOTAL 23,546 15,405

The amounts presented above were available as of 31 December 2020 and 30 June 2019.

Note 29: Deferred charges and accrued income

(x €1,000) 31/12/2020 30/06/2019
Accrued rental income 2,981 194
Deferred property charges 291 951
Other 424 184
TOTAL 3,696 1,329

Aedifica – Annual Financial Report 2019/2020 – 36

Note 30: Equity

Aedifica has completed four capital increases during the 2019/2020 financial year:

  • 28 April 2020: capital increase of approx. €207 million (including share premium) by issuing 2,460,115 new Aedifica shares in the context of an accelerated private placement ('accelerated bookbuilding') with institutional investors;
  • 10 July 2020: capital increase of approx. €39 million (including share premium) by way of the contribution in kind of the buildings and plot of land of Klein Veldekens care campus in Geel (Belgium) in Aedifica NV/SA;
  • 27 October 2020: capital increase of approx. €459 million (including share premium) by issuing 5,499,373 new Aedifica shares in the context of a capital increase in cash;
  • 17 December 2020: capital increase of approx. €8 million (including share premium) by way of the contribution in kind of the building and plot of land of De Gouden Jaren care home in Tienen (Belgium) in Aedifica NV/SA.

The capital has evolved in the following manner since the beginning of the financial year:

Number of shares Capital (x €1,000)
Situation at the beginning of the previous year 18,200,829 480,280
Capital increase of 20 November 2018 240,597 6,349
Capital increase of 7 May 2019 6,147,142 162,209
Capital increase of 20 June 2019 12,590 332
Situation at the end of the previous year 24,601,158 649,170
Capital increase of 28 April 2020 2,460,115 64,917
Capital increase of 10 July 2020 435,596 11,494
Capital increase of 27 October 2020 5,499,373 145,116
Capital increase of 17 December 2020 90,330 2,384
Situation at the end of the year 33,086,572 873,081

Capital is presented above before subtracting the costs of raising capital (the capital value presented on the balance sheet, is shown net of these costs, in accordance with IFRS).

The table below lists Aedifica's shareholders holding more than 5% of the voting rights (as of 31 December 2020, based on the number of shares held by the shareholders concerned on 5 July 2019 – see also section 3 of the chapter 'Aedifica on the stock market'). At the closing date of this report, Aedifica has not received any additional transparency notifications that would change the situation on 5 July 2019. The declarations of transparency (including control strings) are available on Aedifica's website. According to the definition of Euronext, Aedifica's free float amounts to 100%.

SHAREHOLDERS Voting rights
(in %)
BlackRock, Inc. 5.00
Other < 5% 95.00
Total 100.00

The capital increases are disclosed in the 'Standing Documents' section of the present Annual Financial Report. All subscribed shares are fully paid-up, with no par value. The shares are registered or dematerialised shares and grant one vote each. All 33,086,572 issued as of 31 December 2020 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.

Aedifica NV/SA holds no treasury shares.

The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum amount of:

  • 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company,
  • 2) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to the euro cent for capital increases in the framework of the distribution of an optional dividend,
  • 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase,

provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approves the authorisation. This authorisation is granted for a renewable period of five years, calculated from the publication of the minutes of the extraordinary general meeting of 8 June 2020, in the annexes to the Belgian Official Gazette. For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities.

The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company's statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realized through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities.

On 31 December 2020, the balance of the authorised capital amounts to:

37 – Aedifica – Annual Financial Report 2019/2020

  • 1) €211,927,244.89 for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company;
  • 2) €357,043,510.67 for capital increases in the framework of the distribution of an optional dividend;
  • 3) €57,530,680.53 for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase;

provided that the capital within the context of the authorised capital can never be increased by an amount that exceeds the legal maximum amount of the capital of €714,087,021.34, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors.

The Board of Directors has proposed a dividend distribution of €4.60 gross per share, i.e. a total dividend of €122,490 k, to be divided over four coupons (coupon no. 23: €2.48; coupon no. 24: €0.52); coupon no. 26: €1.03; coupon no. 27: €0.57). In anticipation of the final dividend that will be distributed in May 2021 after approval by the General Meeting, the Board of Directors decided to pay out an interim dividend to the shareholders in October 2020 of €3.00 per share (split between coupons no. 23 and 24), representing a total dividend of €75,309 k.

Taking into account the Royal Decree of 13 July 2014, on 31 December 2020 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €60,918 k, after the dividend distribution proposed above (30 June 2019: €34,221 k). Detailed calculations are provided in the notes to the attached Abridged Statutory Accounts.

Aedifica defines capital in accordance with IAS 1p134 as the sum of all equity accounts. The equity level is monitored using the consolidated debt-to-assets ratio (calculated in accordance with the provisions of the Royal Decree of 13 July 2014 – see Note 41), which cannot exceed 60% according to the credit agreements in place with the Company's banks (see Notes 32 and 36). Equity is monitored with a view to the continuity of business activities and the financing of growth.

Note 31: Provision

Aedifica – Annual Financial Report 2019/2020 – 36

Number of shares Capital (x €1,000)

(in %)

Note 30: Equity

of a capital increase in cash;

costs, in accordance with IFRS).

Aedifica NV/SA holds no treasury shares.

to 100%.

Aedifica has completed four capital increases during the 2019/2020 financial year:

of land of Klein Veldekens care campus in Geel (Belgium) in Aedifica NV/SA;

plot of land of De Gouden Jaren care home in Tienen (Belgium) in Aedifica NV/SA.

The capital has evolved in the following manner since the beginning of the financial year:

2020 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.

conditions as will be determined by the Board of Directors, by a maximum amount of:

the euro cent for capital increases in the framework of the distribution of an optional dividend,

Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase,

right or the priority allocation right by the shareholders of the Company,

of an accelerated private placement ('accelerated bookbuilding') with institutional investors;

  • 28 April 2020: capital increase of approx. €207 million (including share premium) by issuing 2,460,115 new Aedifica shares in the context

  • 10 July 2020: capital increase of approx. €39 million (including share premium) by way of the contribution in kind of the buildings and plot

  • 27 October 2020: capital increase of approx. €459 million (including share premium) by issuing 5,499,373 new Aedifica shares in the context

  • 17 December 2020: capital increase of approx. €8 million (including share premium) by way of the contribution in kind of the building and

Situation at the beginning of the previous year 18,200,829 480,280 Capital increase of 20 November 2018 240,597 6,349 Capital increase of 7 May 2019 6,147,142 162,209 Capital increase of 20 June 2019 12,590 332 Situation at the end of the previous year 24,601,158 649,170 Capital increase of 28 April 2020 2,460,115 64,917 Capital increase of 10 July 2020 435,596 11,494 Capital increase of 27 October 2020 5,499,373 145,116 Capital increase of 17 December 2020 90,330 2,384 Situation at the end of the year 33,086,572 873,081

Capital is presented above before subtracting the costs of raising capital (the capital value presented on the balance sheet, is shown net of these

The table below lists Aedifica's shareholders holding more than 5% of the voting rights (as of 31 December 2020, based on the number of shares held by the shareholders concerned on 5 July 2019 – see also section 3 of the chapter 'Aedifica on the stock market'). At the closing date of this report, Aedifica has not received any additional transparency notifications that would change the situation on 5 July 2019. The declarations of transparency (including control strings) are available on Aedifica's website. According to the definition of Euronext, Aedifica's free float amounts

SHAREHOLDERS Voting rights

BlackRock, Inc. 5.00 Other < 5% 95.00 Total 100.00

The capital increases are disclosed in the 'Standing Documents' section of the present Annual Financial Report. All subscribed shares are fully paid-up, with no par value. The shares are registered or dematerialised shares and grant one vote each. All 33,086,572 issued as of 31 December

The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and

  • 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription

  • 2) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to

  • 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Aedifica takes out group insurance for all of its employees and the members of its Executive Committee (Executive Managers). The purpose of these contributions is to provide the following benefits:

  • payment of a "Life" benefit to the member if alive on the date of retirement;

  • payment of a "Death" benefit to the member's beneficiaries in the event of death before retirement;
  • payment of disability benefits in the event of a non-occupational accident or long-term illness; - exemption from premiums in the same cases.

For Belgian employees, it consists of a defined contribution group insurance plan for which there are no personal contributions from the beneficiaries.

In accordance with the law of 18 December 2015, Belgian workers benefit from a minimum guaranteed return on the 'Life' portion of the premiums. For 'branch 21' type insurance policies, the new guaranteed rate applies to new contributions (employer/personal) paid from 1 January 2016, but the old guarantee (3.25% on the employer's contributions and 3.75% on the worker's) remains applicable for the minimum reserve built up as at 31 December 2015. As from 2016, the minimum return required by the law on supplementary pensions fell to 1.75%. This may generate a liability in the employer's accounts. This minimum return obligation is not applicable to the pension plan for the members of the Management Committee members with self-employed status.

The amounts covered by way of long-term benefits granted to members of the Management Committee are included in the remuneration report in the 2019/2020 annual financial report.

Aedifica – Annual Financial Report 2019/2020 – 38

In respect of these pension schemes, Aedifica held outsourced assets of €676 k as at 31 December 2020.

An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the bonds are calculated on the basis of projected minimum reserves at the minimum guaranteed rate and discounted at the discount rate as described in the IAS 19 standard. The assets are considered to correspond to the sum of the mathematical reserves per individual and the available portion of the financing fund. This valuation results in a net liability of less than €26 k as at 31 December 2020.

In previous years, an additional defined contribution plan was introduced in Germany and the Netherlands. For these plans, the problem of having to recognise a provision does not arise since, according to IAS 19, this is not a 'defined benefit' plan, unlike the aforementioned Belgian plans.

Note 32: Borrowings

(x €1,000) 31/12/2020 30/06/2019
Non-current financial debts 1,062,297 584,193
Credit institutions 985,412 569,226
Other 76,885 14,967
Current financial debts 604,402 272,317
Credit institutions 313,902 172,317
Other 290,500 100,000
TOTAL 1,666,699 856,510

On 31 December 2020, Aedifica had committed credit facilities totalling €1,894 million granted by 22 credit providers, including 19 banks.

  • Aedifica can use up to €1,395 million depending on its needs, so long as the debt-to-assets ratio does not exceed 60% and other covenants are met (in line with market practice). Each withdrawal is made in euros for a period of up to 12 months, at a fixed margin set with reference to the Euribor rate prevailing at the time of the withdrawal.
  • The bridge facility concluded to finance the acquisition of the shares of Hoivatilat Oyj and to refinance the GBP bridge facility concluded for the acquisition of the healthcare real estate portfolio in the United Kingdom, which was due to expire in October 2020, was extended until October 2021. The capital raised in the April 2020 capital increase was used to repay €203 million of the bridge facility. The capital increase of 27 October 2020 (see section 3.2 of the Management Report) allowed repayment of the remaining amount of the Euro tranche of the bridge facility (€97 million). The remaining GBP tranche of €167 million has been recognised as current financial debt and was repaid in early March 2021 with the proceeds of a private placement.
  • Aedifica also has amortising facilities with fixed interest rates between 1.1% and 6.0% amounting to €59 million and variable interest rates amounting to €273 million, of which €238 million are credits held directly or indirectly by Hoivatilat Oyj.

Aedifica NV/SA also has a treasury notes programme totalling €400 million, of which €250 million is available for treasury notes with a duration of less than one year and €150 million is available for treasury notes with a duration of more than one year.

ISIN code Nominal amount
(in € million)
Maturity
(years)
Issue date Maturity date Coupon
(%)
BE6310388531 15 10 21/12/2018 21/12/2028 2.176%
BE6322837863 40 7 25/06/2020 25/06/2027 1.466%
BE6323122802 12 10 15/07/2020 15/07/2030 1.850%
BE6325869145 10 7 16/12/2020 16/12/2027 1.274%
  • Under this programme, Aedifica has completed 4 private placements (see table above) amounting to €77 million. These amounts are presented on line 'Other' of the 'Non-current financial debts'.

  • As of 31 December 2020, the short-term portion of the treasury notes programme (listed under the heading 'Other' of the 'Current financial debts') is entirely used for an amount of €250 million.

Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2020, the outstanding amount was €41 million (listed under the heading 'Other' of the 'Current financial debts').

The entire outstanding amount of the treasury notes programme is fully hedged by the available funds on confirmed long-term credit lines.

The classification between current and non-current financial debts is based on the maturity dates of the credit lines on which the drawings are made instead of based on the maturity dates of the drawings.

Over the course of the financial year, the average effective interest rate* (including credit margin and the effect of the hedging instruments) amounted to 1.5% after deduction of capitalised interest (1.7% in 2018/2019) or 1.6% before deduction of capitalised interest (1.8% in 2018/2019). Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,531 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€136 million) is estimated at €153 million.

As of 31 December 2020, the Group did not mortgage or pledge any Belgian, Dutch or British building to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be mortgaged as part of bank financing. As of 31 December 2020, the ratio between the secured financial debt and the assets was 9%.

After the close of the financial year, in early 2021, Aedifica signed a successful bond issue of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds will have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively. Aedifica thus continues to diversify its funding sources and lengthen the average maturity of its debt. Proceeds from this US private placement, received on 4 March 2021, were used to repay the £150 million bridge facility.

Taking into account the elements mentioned above, the maturity dates of Aedifica's financial debts as of 31 December 2020 are as follows:

Financial debt
(in € million) 1
Lines Utilisation of which
treasury
notes
31/12/2021 632 607 291
31/12/2022 121 51 -
31/12/2023 285 135 -
31/12/2024 268 198 -
31/12/2025 556 312 -
31/12/2026 102 69 -
>31/12/2026 297 297 77
Total as of 31 December 2020 2,262 1,669 368
Weighted average maturity (in years) 2 4.1 4.4

1 Amounts in £ were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€).

2 Without regard to short-term treasury notes and the bridge facility.

39 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 38

Issue date Maturity date Coupon

(%)

In respect of these pension schemes, Aedifica held outsourced assets of €676 k as at 31 December 2020.

net liability of less than €26 k as at 31 December 2020.

to the Euribor rate prevailing at the time of the withdrawal.

early March 2021 with the proceeds of a private placement.

presented on line 'Other' of the 'Non-current financial debts'.

debts') is entirely used for an amount of €250 million.

heading 'Other' of the 'Current financial debts').

ISIN code Nominal amount

plans.

Note 32: Borrowings

An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the bonds are calculated on the basis of projected minimum reserves at the minimum guaranteed rate and discounted at the discount rate as described in the IAS 19 standard. The assets are considered to correspond to the sum of the mathematical reserves per individual and the available portion of the financing fund. This valuation results in a

In previous years, an additional defined contribution plan was introduced in Germany and the Netherlands. For these plans, the problem of having to recognise a provision does not arise since, according to IAS 19, this is not a 'defined benefit' plan, unlike the aforementioned Belgian

(x €1,000) 31/12/2020 30/06/2019

Non-current financial debts 1,062,297 584,193 Credit institutions 985,412 569,226 Other 76,885 14,967 Current financial debts 604,402 272,317 Credit institutions 313,902 172,317 Other 290,500 100,000 TOTAL 1,666,699 856,510

On 31 December 2020, Aedifica had committed credit facilities totalling €1,894 million granted by 22 credit providers, including 19 banks.

  • Aedifica can use up to €1,395 million depending on its needs, so long as the debt-to-assets ratio does not exceed 60% and other covenants are met (in line with market practice). Each withdrawal is made in euros for a period of up to 12 months, at a fixed margin set with reference

  • The bridge facility concluded to finance the acquisition of the shares of Hoivatilat Oyj and to refinance the GBP bridge facility concluded for the acquisition of the healthcare real estate portfolio in the United Kingdom, which was due to expire in October 2020, was extended until October 2021. The capital raised in the April 2020 capital increase was used to repay €203 million of the bridge facility. The capital increase of 27 October 2020 (see section 3.2 of the Management Report) allowed repayment of the remaining amount of the Euro tranche of the bridge facility (€97 million). The remaining GBP tranche of €167 million has been recognised as current financial debt and was repaid in

  • Aedifica also has amortising facilities with fixed interest rates between 1.1% and 6.0% amounting to €59 million and variable interest rates

Aedifica NV/SA also has a treasury notes programme totalling €400 million, of which €250 million is available for treasury notes with a duration

BE6310388531 15 10 21/12/2018 21/12/2028 2.176% BE6322837863 40 7 25/06/2020 25/06/2027 1.466% BE6323122802 12 10 15/07/2020 15/07/2030 1.850% BE6325869145 10 7 16/12/2020 16/12/2027 1.274% - Under this programme, Aedifica has completed 4 private placements (see table above) amounting to €77 million. These amounts are

  • As of 31 December 2020, the short-term portion of the treasury notes programme (listed under the heading 'Other' of the 'Current financial

Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2020, the outstanding amount was €41 million (listed under the

The entire outstanding amount of the treasury notes programme is fully hedged by the available funds on confirmed long-term credit lines.

Maturity (years)

amounting to €273 million, of which €238 million are credits held directly or indirectly by Hoivatilat Oyj.

of less than one year and €150 million is available for treasury notes with a duration of more than one year.

(in € million)

Without regard to short-term financing (short-term treasury notes and bridge facility), the weighted average maturity of the financial debts as of 31 December 2020 is 4.4 years.

Aedifica – Annual Financial Report 2019/2020 – 40

Note 33: Hedging instruments

Aedifica takes on a large proportion of its financial debts at floating rates and is therefore able, where appropriate, to benefit from low interest rates the unsecured portion of its borrowings. In order to limit the interest rate risk, Aedifica has put in place hedges that allow for the conversion of floating-rate debt to fixed-rate debt, or to capped-rate debt ('cash flow hedges').

Furthermore, the acquisition of the healthcare real estate portfolio in the United Kingdom in February 2019 has exposed the Group to foreign exchange risk. Aedifica hedges the net cash flows resulting from the financial income from intra-group loans and the financial charges of the bridge facility, gradually, on a tranche-by-tranche basis, with pound sterling forward contracts to smooth out exchange rate fluctuations.

1. Management of interest rate risk

1.1 Framework

All hedges (interest rate swaps or 'IRS' and caps) are related to existing or highly probable risks. Aedifica applies hedge accounting to previously negotiated derivatives that meet the criteria to allow hedge accounting. In accordance with market practices, Aedifica has chosen not to apply hedge accounting to recently negotiated derivatives, even if they meet those strict criteria. Nevertheless, all derivatives provide economic hedging against interest rate risk, regardless of their accounting method. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of instruments is calculated by the banks based on the present value of the estimated expected cash flows. This fair value is adjusted in accordance with IFRS 13 to reflect the company's own credit risk ('debit valuation adjustment' or 'DVA') and the counterparty's credit risk ('credit valuation adjustment' or 'CVA'). The tables below list the Company's hedging instruments.

INSTRUMENT Notional amount Beginning Periodicity Duration Hedge Interest rate Fair value
Analysis as at
30/06/2019
(x €1,000) (months) (years) accounting
(yes/no)
(in %) (x €1,000)
IRS 25,000 02/11/2016 3 6 Yes 1.30 -1,357
IRS 75,000 02/01/2020 3 2 Yes 0.33 -1,207
IRS 50,000 01/01/2021 3 3 Yes 0.80 -1,653
IRS 50,000 03/01/2022 3 2 Yes 0.73 -961
IRS 25,000 02/05/2019 3 6 Yes 1.10 -2,054
IRS 50,000 01/02/2022 3 2 No 0.34 -553
IRS 25,000 01/07/2019 3 6 No 1.69 -2,937
IRS 50,000 01/01/2021 3 2 Yes 0.64 -1,036
IRS° 9,582 01/04/2011 3 32 Yes 4.89 -6,044
IRS 25,000 02/05/2019 3 6 Yes 1.19 -2,203
IRS 15,000 01/07/2018 3 7 No 3.28 -3,237
IRS 8,000 01/07/2018 3 7 No 3.35 -1,758
IRS 12,000 01/07/2018 3 7 No 3.25 -2,568
IRS 50,000 01/02/2022 3 3 No 0.46 -871
IRS° 23,846 31/07/2014 3 29 No 4.39 -11,505
IRS 25,000 03/04/2017 3 8 No 1.99 -3,069
IRS 50,000 01/11/2019 3 5 Yes 0.78 -2,694
IRS 50,000 03/01/2022 3 1 Yes 0.65 -486
IRS 50,000 01/11/2019 3 3 Yes 0.39 -1,231
IRS°° 3,646 08/10/2018 3 13 No 3.06 -745
CAP 50,000 01/05/2020 3 2 No 0.00 38
CAP 50,000 01/10/2015 3 4 No 0.35 0
CAP 50,000 01/11/2017 3 2 No 0.00 1
CAP 50,000 01/07/2017 3 4 No 0.50 1
CAP 50,000 01/01/2019 3 2 No 0.35 2
CAP 50,000 01/11/2016 3 5 No 0.50 7
CAP 50,000 01/11/2019 3 2 No 0.50 7
CAP 50,000 01/11/2017 3 4 No 0.25 14
CAP 50,000 01/11/2017 3 2 No 0.00 1
CAP 100,000 01/04/2019 3 2 No 0.25 7
CAP 100,000 01/01/2019 3 2 No 0.00 9
CAP 100,000 01/01/2019 3 2 No 0.00 22
CAP 50,000 04/05/2020 3 1 No 0.00 8
TOTAL 1,472,074 -48,053

° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. °° Notional amount depreciable over the duration of the swap.

INSTRUMENT Notional amount Beginning Periodicity Duration Hedge Interest rate Fair value
Analysis as at
31/12/2020
(x €1,000) (months) (years) accounting
(yes/no)
(in %) (x €1,000)
IRS 25,000 02/08/2019 3 8 Yes 0.33 -1,286
IRS 75,000 02/01/2020 3 2 Yes 0.33 -669
IRS 50,000 01/01/2021 3 3 Yes 0.80 -2,022
IRS 50,000 03/01/2022 3 2 Yes 0.73 -1,275
IRS 25,000 02/05/2019 3 6 Yes 1.10 -1,870
IRS 50,000 01/02/2022 3 2 No 0.34 -880
IRS 25,000 01/07/2019 3 6 No 1.69 -2,517
IRS°° 3,208 30/09/2019 3 12 No 1.55 -357
IRS 50,000 01/01/2021 3 2 Yes 0.64 -1,207
IRS° 9,253 01/04/2011 3 32 Yes 4.89 -6,297
IRS 25,000 03/02/2020 3 10 Yes 0.66 -2,217
IRS 15,000 01/07/2019 3 10 No 2.01 -3,097
IRS 8,000 01/07/2019 3 10 No 2.05 -1,680
IRS 12,000 01/07/2019 3 10 No 1.99 -2,461
IRS 50,000 01/02/2022 3 3 No 0.46 -1,463
IRS° 22,371 31/07/2014 3 29 No 4.39 -11,754
IRS 25,000 03/07/2019 3 10 No 1.04 -3,114
IRS 50,000 01/11/2019 3 5 Yes 0.78 -2,540
IRS 50,000 03/01/2022 3 1 Yes 0.65 -606
IRS 50,000 03/02/2025 3 4 No 0.15 -816
IRS 50,000 01/11/2019 3 3 Yes 0.39 -869
IRS 7,500 03/12/2018 1 5 No 0.46 -226
IRS 5,000 11/12/2018 1 5 No 0.66 -177
IRS 7,500 03/12/2018 3 5 No 0.47 -230
IRS 5,000 27/12/2018 6 5 No 0.70 -184
IRS 10,000 19/03/2019 6 5 No 0.83 -450
IRS 15,000 31/03/2020 1 5 No 0.46 -609
IRS 10,000 01/12/2018 1 5 No 0.63 -346
CAP 50,000 01/05/2020 3 2 No 0.00 2
CAP 50,000 01/07/2017 3 4 No 0.50 0
CAP 50,000 01/01/2019 3 2 No 0.35 0
CAP 50,000 01/11/2016 3 5 No 0.50 0
CAP 50,000 01/11/2019 3 2 No 0.50 0
CAP 50,000 01/11/2017 3 4 No 0.25 0
CAP 100,000 01/04/2019 3 2 No 0.25 0
CAP 100,000 01/01/2019 3 2 No 0.00 0
CAP 100,000 01/01/2019 3 2 No 0.00 0
CAP 50,000 04/05/2020 3 1 No 0.00 0
CAP 100,000 04/01/2021 3 4 No 0.25 120
CAP 50,000 01/07/2021 3 3 No 0.00 54
CAP 50,000 01/07/2021 3 3 No 0.00 58
TOTAL 1,629,832 -50,986

° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. °° Notional amount depreciable over the duration of the swap.

The total notional amount of €1,630 million presented in the table above is broken down as follows:

  • operational and active instruments: €430 million;

41 – Aedifica – Annual Financial Report 2019/2020

  • operational instruments which became out of the money (caps): €650 million;
  • instruments with forward start: €550 million.

Aedifica – Annual Financial Report 2019/2020 – 40

Aedifica takes on a large proportion of its financial debts at floating rates and is therefore able, where appropriate, to benefit from low interest rates the unsecured portion of its borrowings. In order to limit the interest rate risk, Aedifica has put in place hedges that allow for the conversion

Furthermore, the acquisition of the healthcare real estate portfolio in the United Kingdom in February 2019 has exposed the Group to foreign exchange risk. Aedifica hedges the net cash flows resulting from the financial income from intra-group loans and the financial charges of the bridge facility, gradually, on a tranche-by-tranche basis, with pound sterling forward contracts to smooth out exchange rate fluctuations.

All hedges (interest rate swaps or 'IRS' and caps) are related to existing or highly probable risks. Aedifica applies hedge accounting to previously negotiated derivatives that meet the criteria to allow hedge accounting. In accordance with market practices, Aedifica has chosen not to apply hedge accounting to recently negotiated derivatives, even if they meet those strict criteria. Nevertheless, all derivatives provide economic hedging against interest rate risk, regardless of their accounting method. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of instruments is calculated by the banks based on the present value of the estimated expected cash flows. This fair value is adjusted in accordance with IFRS 13 to reflect the company's own credit risk ('debit valuation adjustment' or 'DVA') and the counterparty's credit

(months)

Analysis as at (x €1,000)

IRS 25,000 02/11/2016 3 6 Yes 1.30 -1,357 IRS 75,000 02/01/2020 3 2 Yes 0.33 -1,207 IRS 50,000 01/01/2021 3 3 Yes 0.80 -1,653 IRS 50,000 03/01/2022 3 2 Yes 0.73 -961 IRS 25,000 02/05/2019 3 6 Yes 1.10 -2,054 IRS 50,000 01/02/2022 3 2 No 0.34 -553 IRS 25,000 01/07/2019 3 6 No 1.69 -2,937 IRS 50,000 01/01/2021 3 2 Yes 0.64 -1,036 IRS° 9,582 01/04/2011 3 32 Yes 4.89 -6,044 IRS 25,000 02/05/2019 3 6 Yes 1.19 -2,203 IRS 15,000 01/07/2018 3 7 No 3.28 -3,237 IRS 8,000 01/07/2018 3 7 No 3.35 -1,758 IRS 12,000 01/07/2018 3 7 No 3.25 -2,568 IRS 50,000 01/02/2022 3 3 No 0.46 -871 IRS° 23,846 31/07/2014 3 29 No 4.39 -11,505 IRS 25,000 03/04/2017 3 8 No 1.99 -3,069 IRS 50,000 01/11/2019 3 5 Yes 0.78 -2,694 IRS 50,000 03/01/2022 3 1 Yes 0.65 -486 IRS 50,000 01/11/2019 3 3 Yes 0.39 -1,231 IRS°° 3,646 08/10/2018 3 13 No 3.06 -745 CAP 50,000 01/05/2020 3 2 No 0.00 38 CAP 50,000 01/10/2015 3 4 No 0.35 0 CAP 50,000 01/11/2017 3 2 No 0.00 1 CAP 50,000 01/07/2017 3 4 No 0.50 1 CAP 50,000 01/01/2019 3 2 No 0.35 2 CAP 50,000 01/11/2016 3 5 No 0.50 7 CAP 50,000 01/11/2019 3 2 No 0.50 7 CAP 50,000 01/11/2017 3 4 No 0.25 14 CAP 50,000 01/11/2017 3 2 No 0.00 1 CAP 100,000 01/04/2019 3 2 No 0.25 7 CAP 100,000 01/01/2019 3 2 No 0.00 9 CAP 100,000 01/01/2019 3 2 No 0.00 22 CAP 50,000 04/05/2020 3 1 No 0.00 8 TOTAL 1,472,074 -48,053

° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.

Duration (years)

Hedge accounting (yes/no)

Interest rate (in %)

Fair value

Note 33: Hedging instruments

  1. Management of interest rate risk

INSTRUMENT Notional amount

1.1 Framework

30/06/2019

of floating-rate debt to fixed-rate debt, or to capped-rate debt ('cash flow hedges').

(x €1,000)

°° Notional amount depreciable over the duration of the swap.

risk ('credit valuation adjustment' or 'CVA'). The tables below list the Company's hedging instruments.

Beginning Periodicity

The total fair value of the hedging instruments presented in the table above (-50,986 k) can be broken down as follows: €234 k on line I.E. of the asset side of the consolidated balance sheet and €51,220 k on line I.C.a. of the liability side of the consolidated balance sheet. Taking into account the carrying amount of the upfront premiums paid for the caps (€1,225 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to -€52,211 k.

Aedifica – Annual Financial Report 2019/2020 – 42

1.2 Derivatives for which hedge accounting is applied

(x €1,000) 31/12/2020 30/06/2019
Changes in fair of the derivatives
Beginning of the year -20,922 -11,290
Changes in the effective portion of the fair value of hedging instruments (accrued interests) -3,419 -11,611
Transfer to the income statement of interests paid on hedging instruments 3,485 1,979
Transfer to the reserve account regarding revoked designation 0 0
AT YEAR-END -20,856 -20,922

The amounts recorded in equity will be transferred to net finance costs in line with the payment of interest on the hedged financial debt, between 1 January 2021 and 31 July 2043.

The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€70 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2018/2019 financial year (loss of €4 k) that was appropriated in 2018/2019 by decision of the Annual General Meeting held in October 2019. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to -€3 k as of 31 December 2020.

1.3 Derivatives for which hedge accounting is not applied

The financial result includes an income of €691 k (30 June 2019: a loss of €5,798 k), arising from the change in the fair value of derivatives for which hedge accounting is not applied (in line with IFRS 9, as listed in the aforementioned framework) and the non-linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to €1,661 k (30 June 2019: €1,107 k) (see Note 16). The latter is recognised on line 'II. H. Other comprehensive income, net of taxes' of the Consolidated Statement of Comprehensive Income. These financial instruments are 'level 2' derivatives (as defined in IFRS 13p81). The financial result also includes the amortisation of the premiums paid at the time of the subscription to the caps, which amounts to €2,081 k (30 June 2019: €1,375 k).

1.4 Sensitivity analysis

The fair value of the hedging instruments is determined by the interest rates on the financial markets. These changes partly explain the change in the fair value of the hedging instruments between 1 July 2019 and 31 December 2020. This resulted in a charge of €973 k, recognised in the income statement, and to an income of €1,731 k, recognised in equity.

A change in the interest rate curve would impact the fair value of instruments for which hedge accounting is applied (in accordance with IFRS 9), and recognised in equity (line 'I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS'). All else being equal, a positive change of 10 bps of the interest rate curve at the balance sheet date would have a positive impact on equity in the amount of €1,923 k (€2,832 k as of 30 June 2019). A negative change of 10 bps would have a negative impact in the same range. The impact of a change in the interest rate on the fair value of the instruments for which hedge accounting is not applied cannot be determined as precisely, since options can be embedded within these instruments. The fair value of these options will change in a non-symmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the 'mark-tomarket' value of these instruments to an increase of 10 bps of the interest rate is estimated to have a positive impact of €1,305 k (€1,220 k on 30 June 2019) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact on the income statement in the same range.

2. Management of foreign exchange risk

All hedges (forward purchase contracts of foreign currencies) are related to existing or highly probable risks. The hedging instruments are derivatives for which Aedifica will not systematically apply hedge accounting and which provide economic hedging against foreign exchange risk. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of these instruments is calculated by the banks on the basis of the present value of the estimated cash flows. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). As of 31 December 2020, Aedifica had no hedging contracts in place. During the financial year, Aedifica partially hedged the net cash flows resulting from the financial income from intra-group loans and the financial charges of the bridge facility with pound sterling forward contracts.

Note 34: Trade payables and other current debts

43 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 42

1.2 Derivatives for which hedge accounting is applied

1.3 Derivatives for which hedge accounting is not applied

time of the subscription to the caps, which amounts to €2,081 k (30 June 2019: €1,375 k).

income statement, and to an income of €1,731 k, recognised in equity.

Changes in fair of the derivatives

1 January 2021 and 31 July 2043.

1.4 Sensitivity analysis

same range.

  1. Management of foreign exchange risk

(x €1,000) 31/12/2020 30/06/2019

Beginning of the year -20,922 -11,290 Changes in the effective portion of the fair value of hedging instruments (accrued interests) -3,419 -11,611 Transfer to the income statement of interests paid on hedging instruments 3,485 1,979 Transfer to the reserve account regarding revoked designation 0 0 AT YEAR-END -20,856 -20,922

The amounts recorded in equity will be transferred to net finance costs in line with the payment of interest on the hedged financial debt, between

The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€70 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2018/2019 financial year (loss of €4 k) that was appropriated in 2018/2019 by decision of the Annual General Meeting held in October 2019. These financial instruments are 'level

The financial result includes an income of €691 k (30 June 2019: a loss of €5,798 k), arising from the change in the fair value of derivatives for which hedge accounting is not applied (in line with IFRS 9, as listed in the aforementioned framework) and the non-linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to €1,661 k (30 June 2019: €1,107 k) (see Note 16). The latter is recognised on line 'II. H. Other comprehensive income, net of taxes' of the Consolidated Statement of Comprehensive Income. These financial instruments are 'level 2' derivatives (as defined in IFRS 13p81). The financial result also includes the amortisation of the premiums paid at the

The fair value of the hedging instruments is determined by the interest rates on the financial markets. These changes partly explain the change in the fair value of the hedging instruments between 1 July 2019 and 31 December 2020. This resulted in a charge of €973 k, recognised in the

A change in the interest rate curve would impact the fair value of instruments for which hedge accounting is applied (in accordance with IFRS 9), and recognised in equity (line 'I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS'). All else being equal, a positive change of 10 bps of the interest rate curve at the balance sheet date would have a positive impact on equity in the amount of €1,923 k (€2,832 k as of 30 June 2019). A negative change of 10 bps would have a negative impact in the same range. The impact of a change in the interest rate on the fair value of the instruments for which hedge accounting is not applied cannot be determined as precisely, since options can be embedded within these instruments. The fair value of these options will change in a non-symmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the 'mark-tomarket' value of these instruments to an increase of 10 bps of the interest rate is estimated to have a positive impact of €1,305 k (€1,220 k on 30 June 2019) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact on the income statement in the

All hedges (forward purchase contracts of foreign currencies) are related to existing or highly probable risks. The hedging instruments are derivatives for which Aedifica will not systematically apply hedge accounting and which provide economic hedging against foreign exchange risk. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of these instruments is calculated by the banks on the basis of the present value of the estimated cash flows. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). As of 31 December 2020, Aedifica had no hedging contracts in place. During the financial year, Aedifica partially hedged the net cash flows resulting

from the financial income from intra-group loans and the financial charges of the bridge facility with pound sterling forward contracts.

2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to -€3 k as of 31 December 2020.

(x €1,000) 31/12/2020 30/06/2019
Trade debts 18,768 16,509
Exit tax 2,295 3,106
Taxes, social charges and salaries debts
Tax 8,696 5,836
Salaries and social charges 2,285 1,570
Other
Dividends of previous years 23 23
TOTAL 32,067 27,044

The majority of trade payables and other current debts (recognised as 'financial liabilities at amortised cost' under IFRS 9, excluding taxes covered by IAS 12 and remuneration and contributions to social security plans covered by IAS 19). It is anticipated that these debts will be settled within 12 months. The carrying amount constitutes an approximation of their fair value.

The increase of the 'Tax' line is related to the Group's international growth. The Group's foreign subsidiaires are subject to the applicable common-law corporate tax.

Note 35: Accrued charges and deferred income

(x €1,000) 31/12/2020 30/06/2019
Property income received in advance 3,688 3,832
Financial charges accrued 3,387 2,666
Other accrued charges 3,652 1,801
TOTAL 10,727 8,299

This increase is related to the Group's international growth.

Aedifica – Annual Financial Report 2019/2020 – 44

Note 36: Financial risk management

Aedifica's financial policy aims to ensure permanent access to financing, monitor the debt-to-assets-ratio and monitor and minimise the interest rate and exchange rate risks. However, the Company remains subject to financing risks; a change in interest rates or exchange rates could have a negative impact the Group's assets, operations, financial position and prospects.

1. Debt structure

Aedifica's debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is included in section 4.3 of the Management Report included in this Annual Financial Report. As of 31 December 2020, it amounts to 38.1% at the statutory level and to 43.2% at the consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to bank covenants (60% of total assets). The debt-to-assets ratio is monitored on a quarterly basis and its evolution is estimated during the approval process of each major investment project. When the debt-to-assets threshold of 50% is exceeded, a financial plan with an implementation schedule must be elaborated, describing the measures that will be taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014). In September 2020, Aedifica submitted such a financial plan to the FSMA after the consolidated debt-to-assets ratio had exceeded the 50% threshold. With regard to this financial plan, the statutory auditor issued a special report in which he confirmed that he verified the preparation of the plan (in particular in terms of its economic basis) and that the figures of this plan correspond to those in Aedifica's accounts. The main objective of this financial plan was to reduce the consolidated debt-to-assets ratio by way of a public offer to subscribe for new shares in the context of a capital increase in cash. This capital increase was successfully completed on 27 October 2020 (see section 3.2 of the Management Report), reducing the consolidated debt-to-assets ratio to 43.2% (on 31 December 2020), well below the 50% threshold. The Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%.

Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €23.5 million as of 31 December 2020.

As of 31 December 2020, the Group did not mortgage or pledge any Belgian, Dutch or British building to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be mortgaged as part of bank financing. As of 31 December 2020, the ratio between the secured financial debt and the assets was 9%. It is possible that in the context of supplementary financing, additional mortgages will be granted.

2. Liquidity risk

Aedifica enjoys a strong and stable relationship with its financial institutions, which form a diversified pool, comprising an annually increasing number of European institutions. Details of Aedifica's credit facilities are disclosed in Note 32.

As of 31 December 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million in available confirmed bank financing and medium-term notes. The remaining headroom (€593 million) including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet amounting to approx. €225 million (see section 5 of the Management Report).

Aedifica aims to further diversify its financing sources. In this context, Aedifica launched a programme in 2018 to issue treasury notes with varying maturities. The short-term treasury notes are fully hedged by the available funds on confirmed long-term credit lines. As of 31 December 2020, medium-term notes amount to €77 million (30 June 2019: €15 million).

Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the risk of non-renewal of mature credit facilities is remote even in the context of a credit crunch, except in the event of unforeseen and extreme circumstances. However, there is a risk that credit margins may increase after the maturity date of these credit lines.

Aedifica may be exposed to a liquidity risk which could arise due to a lack of cash flow in the event of early termination of the credit facilities. Should the Company fail to comply with the provisions (covenants), which were included in the credit facility arrangements to take into account key financial ratios, the facilities might be cancelled, renegotiated, or forced into repayment. The covenants in place are in line with market practice and notably require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not exceed 60% and that the EBITDA should exceed twice the net financial charges. Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance with the Company's obligations, and, more generally speaking, in the event of default as defined in these arrangements. A default situation related to one contract can lead to a default situation related to all contracts ('cross-default clauses'). Based on the information available to date, and the prospects for the foreseeable future, there is no indication of a possible early termination of one or more of the existing credit facilities. However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain commitments which could lead to the early termination of credit facilities, such as in the event of a change of control.

As of 31 December 2020, the undiscounted future cash flows related to the credit facilities include €607 million maturing within 1 year, €695 million maturing within 1 to 5 years, and €366 million maturing in more than 5 years. The credit facilities also give rise to an interest expense of €9.5 million that is due within 1 year (30 June 2019: €562 million capital and €5 million interest due within 1 year).

The undiscounted contractual future cash flows related to hedging instruments are analysed as follows:

As at 31/12/2020 (x €1,000) Due within the year Due between one to
five years
Due after more than
five years
TOTAL
Derivatives for which hedge accounting is applied -3,192 -7,578 -4,847 -15,618
Derivatives for which hedge accounting is not applied -3,394 -12,110 -11,075 -26,578
As at 30/06/2019 (x €1,000) Due within the year Due between one to
five years
Due after more than
five years
TOTAL
Derivatives for which hedge accounting is applied -2,432 -14,092 -3,844 -20,369
Derivatives for which hedge accounting is not applied -3,456 -14,710 -9,091 -27,257

3. Interest rate risk

45 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 44

Note 36: Financial risk management

  1. Debt structure

31 December 2020.

  1. Liquidity risk

granted.

a negative impact the Group's assets, operations, financial position and prospects.

Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%.

number of European institutions. Details of Aedifica's credit facilities are disclosed in Note 32.

amounting to approx. €225 million (see section 5 of the Management Report).

medium-term notes amount to €77 million (30 June 2019: €15 million).

that credit margins may increase after the maturity date of these credit lines.

could lead to the early termination of credit facilities, such as in the event of a change of control.

Aedifica's financial policy aims to ensure permanent access to financing, monitor the debt-to-assets-ratio and monitor and minimise the interest rate and exchange rate risks. However, the Company remains subject to financing risks; a change in interest rates or exchange rates could have

Aedifica's debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is included in section 4.3 of the Management Report included in this Annual Financial Report. As of 31 December 2020, it amounts to 38.1% at the statutory level and to 43.2% at the consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to bank covenants (60% of total assets). The debt-to-assets ratio is monitored on a quarterly basis and its evolution is estimated during the approval process of each major investment project. When the debt-to-assets threshold of 50% is exceeded, a financial plan with an implementation schedule must be elaborated, describing the measures that will be taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014). In September 2020, Aedifica submitted such a financial plan to the FSMA after the consolidated debt-to-assets ratio had exceeded the 50% threshold. With regard to this financial plan, the statutory auditor issued a special report in which he confirmed that he verified the preparation of the plan (in particular in terms of its economic basis) and that the figures of this plan correspond to those in Aedifica's accounts. The main objective of this financial plan was to reduce the consolidated debt-to-assets ratio by way of a public offer to subscribe for new shares in the context of a capital increase in cash. This capital increase was successfully completed on 27 October 2020 (see section 3.2 of the Management Report), reducing the consolidated debt-to-assets ratio to 43.2% (on 31 December 2020), well below the 50% threshold. The

Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €23.5 million as of

As of 31 December 2020, the Group did not mortgage or pledge any Belgian, Dutch or British building to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be mortgaged as part of bank financing. As of 31 December 2020, the ratio between the secured financial debt and the assets was 9%. It is possible that in the context of supplementary financing, additional mortgages will be

Aedifica enjoys a strong and stable relationship with its financial institutions, which form a diversified pool, comprising an annually increasing

As of 31 December 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million in available confirmed bank financing and medium-term notes. The remaining headroom (€593 million) including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet

Aedifica aims to further diversify its financing sources. In this context, Aedifica launched a programme in 2018 to issue treasury notes with varying maturities. The short-term treasury notes are fully hedged by the available funds on confirmed long-term credit lines. As of 31 December 2020,

Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the risk of non-renewal of mature credit facilities is remote even in the context of a credit crunch, except in the event of unforeseen and extreme circumstances. However, there is a risk

Aedifica may be exposed to a liquidity risk which could arise due to a lack of cash flow in the event of early termination of the credit facilities. Should the Company fail to comply with the provisions (covenants), which were included in the credit facility arrangements to take into account key financial ratios, the facilities might be cancelled, renegotiated, or forced into repayment. The covenants in place are in line with market practice and notably require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not exceed 60% and that the EBITDA should exceed twice the net financial charges. Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance with the Company's obligations, and, more generally speaking, in the event of default as defined in these arrangements. A default situation related to one contract can lead to a default situation related to all contracts ('cross-default clauses'). Based on the information available to date, and the prospects for the foreseeable future, there is no indication of a possible early termination of one or more of the existing credit facilities. However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain commitments which A substantial part of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the nonhedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a period of several years the interest rates related to at least 60% of its current or highly probable indebtedness. It should be noted that the Company assumed certain fixed-rate debts which came from pre-existing investment credits tied to real estate companies which were acquired or absorbed by the Company. As of 31 December 2020, 79% (30 June 2019: 98%) of the amounts drawn in euro on variable-rate credit lines were hedged by hedging instruments (swaps and caps). Including the credit lines in British pounds, the hedging rate is 70%.

This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the timing of the increase of the nominal interest rates and the timing of the indexation of rental incomes.

For example: assuming that the structure and level of financial debts remain unchanged, and assuming that no hedges have been entered into, simulations show that a 100 bps positive deviation (increase) in the 2021 interest rates over the forecast rates would lead to an approx. additional €6.7 million interest expense for the year ended 31 December 2021. Taking into account the hedging instruments at present, the interest expense would amount to just €1.8 million.

In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. An analysis of the Group's hedges is provided in the Management Report and in the Consolidated Financial Statements (Note 33). The hedges can be entered into for long periods; however, hedge agreements include provisions (in line with market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in cash for example) in their own favour in certain circumstances.

Changes in the interest rate curve have a limited impact on the future interest expense, since at least 60% of the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the fair value of hedging instruments against income statement and/or equity (balance line 'I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS'). A sensitivity analysis is provided in Note 33.

Certain external developments could cause an increase of the credit spreads at the Group's expense, in accordance with the 'increased cost' clauses included in the banking agreements. Such clauses allow the lending banks to increase the cost price of the granted credit, among other things, in case these banks are subjected by their supervisory authority to more severe solvability, liquidity or other capital requirements. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group. However, this cannot be seen as a safeguard for the future.

Aedifica – Annual Financial Report 2019/2020 – 46

4. Banking counterparty risk

Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and European banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost and quality of the services provided, it being understood that the counterparty risk cannot be excluded and the failure by one or more of Aedifica's financing or hedging counterparties could have a negative impact on the Group's assets, operations, financial position and prospects.

In line with market practice, the agreements signed with banks include market shock clauses and material adverse change clauses ('MAC' clauses) which could lead to, in extreme circumstances, additional costs for the Group or possibly the early termination of the credit facility. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group.

5. Exchange rate risk

Aedifica generates its revenue and costs in the euro area and also in British pounds (since the acquisition of the UK portfolio in February 2019) and Swedish krona (since the acquisition of Hoivatilat in January 2021, through the Swedish subsidiary). The exchange rate risk relating to Swedish krona is currently not material at the Group level.

Future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom, the rental income and the net result of Aedifica, all expressed in euro. A 10% variation of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value of the Group's assets located in the UK, €6.1 million of the Group's rental income and €1.1 million of the Group's net result.

The acquisition price of the healthcare real estate portfolio in the United Kingdom was paid in British pounds. Aedifica partly financed this acquisition with a bridge facility in British pounds. This bridge facility (£150 million) provides a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The bridge facility was refinanced at the end of November 2019 by another bridge facility of the same amount. The latter was refinanced in early 2021 by a bond issue of £180 million through a private placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years).

The Company applies an active hedging policy covering the GBP/EUR exchange risk impacting Aedifica's results, as deemed necessary, which takes into account, among other things, the volatility of the exchange rate observed from time to time and the cost of hedging (which itself is dependent on various elements). However, an active hedging policy cannot completely eliminate the currency exchange risk and the Company remains exposed to this risk. A change in the exchange rate that would not be covered by the Company's hedging policy may expose the Company to lower rental income and increased costs and can have a negative impact on the Company's assets, operations, financial position and prospects.

Note 37: Contingencies and commitments

47 – Aedifica – Annual Financial Report 2019/2020

1. Commitments

Aedifica – Annual Financial Report 2019/2020 – 46

Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and European banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost and quality of the services provided, it being understood that the counterparty risk cannot be excluded and the failure by one or more of Aedifica's financing or hedging counterparties could have a negative impact on the Group's assets, operations, financial

In line with market practice, the agreements signed with banks include market shock clauses and material adverse change clauses ('MAC' clauses) which could lead to, in extreme circumstances, additional costs for the Group or possibly the early termination of the credit facility. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these

Aedifica generates its revenue and costs in the euro area and also in British pounds (since the acquisition of the UK portfolio in February 2019) and Swedish krona (since the acquisition of Hoivatilat in January 2021, through the Swedish subsidiary). The exchange rate risk relating to

Future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom, the rental income and the net result of Aedifica, all expressed in euro. A 10% variation of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value

The acquisition price of the healthcare real estate portfolio in the United Kingdom was paid in British pounds. Aedifica partly financed this acquisition with a bridge facility in British pounds. This bridge facility (£150 million) provides a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The bridge facility was refinanced at the end of November 2019 by another bridge facility of the same amount. The latter was refinanced in early 2021 by a bond issue of £180 million through a private

The Company applies an active hedging policy covering the GBP/EUR exchange risk impacting Aedifica's results, as deemed necessary, which takes into account, among other things, the volatility of the exchange rate observed from time to time and the cost of hedging (which itself is dependent on various elements). However, an active hedging policy cannot completely eliminate the currency exchange risk and the Company remains exposed to this risk. A change in the exchange rate that would not be covered by the Company's hedging policy may expose the Company to lower rental income and increased costs and can have a negative impact on the Company's assets, operations, financial position

of the Group's assets located in the UK, €6.1 million of the Group's rental income and €1.1 million of the Group's net result.

placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years).

  1. Banking counterparty risk

position and prospects.

clauses towards the Group.

Swedish krona is currently not material at the Group level.

  1. Exchange rate risk

and prospects.

The acquisition values mentioned below respect the requirements laid down in Article 49 § 1 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (at the time of the signing of the agreements which generated the commitment).

NAME Country Type Progress Budget
(in € million)
Am Marktplatz DE Renovation Ongoing (forward funding) 2
Am Parnassturm DE Renovation Ongoing (forward funding) 3
Am Schäfersee DE Renovation Ongoing (forward funding) 10
Am Stadtpark DE Renovation Ongoing (forward funding) 5
Am Tierpark DE Renovation Ongoing (forward funding) 1
BAVARIA Senioren- und Pflegeheim DE Renovation Ongoing (forward funding) 1
Blenheim MMCG UK Renovation & extension Ongoing (forward funding) 6
Burlington projects UK Extension Ongoing (forward funding) 3
Chard MMCG UK Construction Project/forward purchase subject
to outstanding conditions
14
De Duinpieper BE Renovation & extension Ongoing (forward funding) 3
Seniorenquartier Espelkamp DE Construction Ongoing (forward funding) 15
Finland - pipeline 'children day-care centres' FI Construction Ongoing (forward funding) 18
Finland - pipeline 'elderly care homes' FI Construction Ongoing (forward funding) 47
Finland - pipeline 'other' FI Construction Ongoing (forward funding) 51
Guysfield UK Renovation & extension Project/forward purchase subject 12
to outstanding conditions
Hailsham UK Construction Project/forward purchase subject
to outstanding conditions
16
Seniorenquartier Heiligenhafen DE Construction Ongoing (forward funding) 13
HGH Lelystad 1 NL Construction Ongoing (forward funding) 4
HGH Soest 1 NL Construction Project/forward purchase subject
to outstanding conditions
3
Hilversum SVE NL Construction Ongoing (forward funding) 9
Kasteelhof BE Extension Ongoing (forward funding) 3
LLT Almere Buiten NL Construction Ongoing (forward funding) 7
Martha Flora Dordrecht NL Construction Ongoing (forward funding) 5
Martha Flora Goes NL Construction Ongoing (forward funding) 5
Martha Flora Hulsberg NL Construction Ongoing (forward funding) 5
Natatorium NL Construction Ongoing (forward funding) 3
Nieuw Heerenhage NL Construction Ongoing (forward funding) 20
Plantijn IV BE Extension Ongoing (forward funding) 2
Priesty Fields UK Construction Project/forward purchase subject
to outstanding conditions
14
Quartier am Rathausmarkt DE Construction Ongoing (forward funding) 16
Residentie Boldershof NL Renovation Ongoing (forward funding) 1
Residentie Sibelius NL Extension Ongoing (forward funding) 9
Rosengarten DE Renovation Ongoing (forward funding) 8
SARA Seniorenresidenz Haus III DE Acquisition Project/forward purchase subject
to outstanding conditions
9
Seniorenhaus Lessingstrasse DE Construction Acquisition subject to outstanding
conditions
7
Seniorenheim Haus Wellengrund DE Construction Ongoing (forward funding) 8
Seniorenquartier Bremen DE Construction Ongoing (forward funding) 15
Seniorenquartier Cuxhaven DE Construction Ongoing (forward funding) 16
Seniorenquartier Gera DE Construction Ongoing (forward funding) 16
Seniorenquartier Gummersbach DE Construction Ongoing (forward funding) 20
Seniorenquartier Langwedel DE Construction Ongoing (forward funding) 16
Seniorenquartier Schwerin DE Construction Ongoing (forward funding) 11
Seniorenquartier Sehnde DE Construction Ongoing (forward funding) 12
Seniorenquartier Weyhe DE Construction Ongoing (forward funding) 15
Seniorenquartier Wolfsburg DE Construction Ongoing (forward funding) 28
Sorgvliet BE Extension Ongoing (forward funding) 5
Specht Gruppe pipeline 2 (2022) DE Construction Project/forward purchase subject
to outstanding conditions
76

Aedifica – Annual Financial Report 2019/2020 – 48

NAME Country Type Progress Budget
(in € million)
Specht Gruppe pipeline 2 (2024) DE Construction Project/forward purchase subject
to outstanding conditions
130
't Spelthof BE Extension Ongoing (forward funding) 6
Plot of land Bois de la Pierre BE Land reserve Land reserve 2
Villa Nuova NL Construction Ongoing (forward funding) 5
Vinea Domini NL Renovation Ongoing (forward funding) 3
Wohnstift am Weinberg DE Renovation Ongoing (forward funding) 10
Het Gouden Hart Woudenberg 1 NL Construction Ongoing (forward funding) 4
Valuas Zwolle NL Construction Ongoing (forward funding) 5
Sweden - pipeline 'other' SE Construction Ongoing (forward funding) 5
TOTAL 756

1 These projects are developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica.

Earn-outs

For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as the payment of an earnout, upon completion of a care residence within the limits of the maximum budget committed by Aedifica.

2. Contingent liabilities

2.1 Credit facilities

Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns approx. 9% of total assets.

2.2 Acquisition of shares in property companies, mergers and de-mergers

Aedifica benefits from warranties provided by the sellers of shares in property companies acquired.

3. Contingent assets

3.1 Securities received on rental agreements

Aedifica benefits from rental guarantees (in line with market practice and applicable regulations), in the form of bank guarantees, restricted bank deposits or guarantor backings.

3.2 Securities received following acquisitions

In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices.

4. Other

4.1 Sundry options

  • Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights or purchase options to the lessees/tenants. Aedifica also benefits from a number of preferential rights granted by rest homes lessees/tenants.
  • Sale or purchase options (related to some development projects): in some cases, Aedifica has granted options to third parties, and/or benefits from options allowing it to sell buildings (e.g. when it appears that pieces of buildings will not be used for the development projects).

Note 38 : Acquisitions and disposals of investment properties

The main investment property acquisitions of the financial year are the following:

49 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 48

to outstanding conditions

(in € million)

130

NAME Country Type Progress Budget

't Spelthof BE Extension Ongoing (forward funding) 6 Plot of land Bois de la Pierre BE Land reserve Land reserve 2 Villa Nuova NL Construction Ongoing (forward funding) 5 Vinea Domini NL Renovation Ongoing (forward funding) 3 Wohnstift am Weinberg DE Renovation Ongoing (forward funding) 10 Het Gouden Hart Woudenberg 1 NL Construction Ongoing (forward funding) 4 Valuas Zwolle NL Construction Ongoing (forward funding) 5 Sweden - pipeline 'other' SE Construction Ongoing (forward funding) 5 TOTAL 756

1 These projects are developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This

For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as the payment of an earn-

Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns

Aedifica benefits from rental guarantees (in line with market practice and applicable regulations), in the form of bank guarantees, restricted bank

In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market

  • Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights or purchase options to the

  • Sale or purchase options (related to some development projects): in some cases, Aedifica has granted options to third parties, and/or benefits from options allowing it to sell buildings (e.g. when it appears that pieces of buildings will not be used for the development projects).

lessees/tenants. Aedifica also benefits from a number of preferential rights granted by rest homes lessees/tenants.

Specht Gruppe pipeline 2 (2024) DE Construction Project/forward purchase subject

table only considers the part of the budget that will be financed by Aedifica.

2.2 Acquisition of shares in property companies, mergers and de-mergers

out, upon completion of a care residence within the limits of the maximum budget committed by Aedifica.

Aedifica benefits from warranties provided by the sellers of shares in property companies acquired.

Earn-outs

  1. Contingent liabilities 2.1 Credit facilities

approx. 9% of total assets.

  1. Contingent assets

practices.

  1. Other

4.1 Sundry options

deposits or guarantor backings.

3.1 Securities received on rental agreements

3.2 Securities received following acquisitions

ACQUISITIONS Country Properties
valuation°
Register of
corporations
Acquisition
date°°
Acquisition method
Rumah Saya Netherlands (in million €)
11
- 09/07/2019 Acquisition of a building
Residentie La Tour Netherlands 3 - 09/07/2019 Acquisition of a land and project via
Villa Casimir Netherlands 1 - 09/07/2019 Aedifica Nederland 2 BV
Acquisition of a land and project via
Haus Steinbachhof Germany 16 - 09/07/2019 Aedifica Nederland 2 BV
Acquisition of a building
Seniorenhaus Wiederitzch Germany 6 - 09/07/2019 Acquisition of a building
Seniorenwohnpark Hartha Germany 12 - 09/07/2019 Acquisition of a building
Seniorenpflegezentrum Zur alten
Linde
Germany 7 - 09/07/2019 Acquisition of a building
Vinea Domini Netherlands 1 - 07/08/2019 Acquisition of a land and project via
Aedifica Nederland 2 BV
Wolfsbos Netherlands 13 - 28/08/2019 Acquisition of a building
De Vecht Netherlands 11 - 28/08/2019 Acquisition of a building
De Kaap Netherlands 9 - 28/08/2019 Acquisition of a building
Krakeel Netherlands 8 - 28/08/2019 Acquisition of a building
WZC Beatrix Netherlands 4 - 28/08/2019 Acquisition of a building
Seniorenzentrum Weimar Germany 17 - 01/10/2019 Acquisition of a building
Haus Wellengrund Germany 3 - 01/11/2019 Acquisition of a building
Natatorium Netherlands 2 - 28/11/2019 Acquisition of a building
Villa Nuova Netherlands 2 - 29/11/2019 Acquisition of a building
Aedifica Residenzen West GmbH Germany 18 HRB206932 17/12/2019 Acquisition of shares
Aedifica Residenzen 3 GmbH Germany 5 HRB32638 17/12/2019 Acquisition of shares
German Healthcare Real Estate I
Beta SàRL (AL VII)
Germany 37 B1117448 18/12/2019 Acquisition of shares
German Healthcare Real Estate II
Gamma SàRL (AL VIII)
Germany 22 B1117437 18/12/2019 Acquisition of shares
Hazel End Care Home United Kingdom 14 - 19/12/2019 Acquisition of a building
Bavaria Senioren- und Pflegeheim Germany 5 - 01/01/2020 Acquisition of a building
Hoivatilat Oyj Finland 469 2241238-0 10/01/2020 Acquisition of shares
Sapphire United Kingdom 68 09461514 13/01/2020 Acquisition of shares
Wohnstift am Weinberg Germany 10 - 18/01/2020 Acquisition of a building
Am Parnassturm Germany 5 - 14/02/2020 Acquisition of a building
Am Marktplatz Germany 2 - 14/02/2020 Acquisition of a building
Hilversum SVE Netherlands 4 - 03/03/2020 Acquisition of a building
Marham House United Kingdom 13 - 06/03/2020 Acquisition of a building
Martha Flora Dordrecht Netherlands 3 - 06/04/2020 Acquisition of a land and project via
Aedifica Nederland 3 BV
Klein Veldekens Belgium 39 - 10/07/2020 Acquisition of a building
HGH Lelystad Netherlands 1 - 17/07/2020 Acquisition of a land and project via
Aedifica Korian Joint Venture BV
Jyväskylän Sulkulantie Finland 3 - 31/07/2020 Acquisition of a land and project via
Hoivatilat Oyj
Richmond Manor United Kingdom 18 11,159,774 13/08/2020 Acquisition of shares
U-Center Netherlands 10 - 09/09/2020 Acquisition of a building
LLT Almere Buiten Netherlands 3 - 14/09/2020 Acquisition of a land and project via
Aedifica Nederland 3 BV
Martha Flora Hulsberg Netherlands 2 - 21/09/2020 Acquisition of a land and project via
Aedifica Nederland 3 BV
Martha Flora Goes Netherlands 2 - 21/09/2020 Acquisition of a land and project via
Aedifica Nederland 3 BV
Familiehof Belgium 14 0431.144.709 01/10/2020 Acquisition of shares
Le Jardin intérieur Belgium 21 0536.803.047 30/10/2020 Acquisition of shares
Zorghuis Hengelo Netherlands 2 - 23/11/2020 Acquisition of a building
HGH Soest Netherlands 1 - 23/11/2020 Acquisition of a land and project via
Aedifica Korian Joint Venture BV
Oulun Villa Sulka Finland 11 - 10/12/2020 Acquisition of a building
Oulun Maininki Finland 4 - 10/12/2020 Acquisition of a building
Loimaan Villa Inno Finland 3 - 10/12/2020 Acquisition of a building

Aedifica – Annual Financial Report 2019/2020 – 50

Mikkelin Kastanjakuja Finland 3 - 10/12/2020 Acquisition of a building
Kouvolan Oiva Finland 2 - 10/12/2020 Acquisition of a building
Kuopion Oiva Finland 2 - 10/12/2020 Acquisition of a building
Nokian Luhtatie Finland 2 - 10/12/2020 Acquisition of a building
HGH Woudenberg Netherlands 1 - 10/12/2020 Acquisition of a land and project via
Aedifica Korian Joint Venture BV
Aedifica Residenzen 4 GmbH Germany 5 HRB 32680 16/12/2020 Acquisition of shares
Nokia Kivimiehenkatu Finland 6 - 17/12/2020 Acquisition of a building
Jyväskylä Martikaisentie Finland 3 - 17/12/2020 Acquisition of a building
Kaskinen Bladintie Finland 1 - 17/12/2020 Acquisition of a building
Kotka Metsäkulmankatu Finland 6 - 17/12/2020 Acquisition of a building
Vaasa Mäkikaivontie Finland 3 - 17/12/2020 Acquisition of a building
Vaasa Tehokatu Finland 9 - 17/12/2020 Acquisition of a building
Oulu Isopurjeentie Finland 14 - 17/12/2020 Acquisition of a building
Teuva Tuokkolantie Finland 2 - 17/12/2020 Acquisition of a building
Vantaa Asolantie Finland 18 - 17/12/2020 Acquisition of a building
Seinäjoki Kutojankatu Finland 21 - 17/12/2020 Acquisition of a building
OZC Orion Netherlands 5 - 17/12/2020 Acquisition of a building
Valuas Zwolle Netherlands 3 - 17/12/2020 Acquisition of a land and project via
Aedifica Nederland 3 BV
Pachterserf Netherlands 8 - 17/12/2020 Acquisition of a building
De Gouden Jaren Belgium 8 - 17/12/2020 Acquisition of a building
Retraitehuis & Kloosterhuis Netherlands 20 - 24/12/2020 Acquisition of a building
TOTAL 1,078

° in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.

°° and consolidation date in the financial statements.

All these operations are detailed in the Management Report.

The main disposals of the financial year are the following:

DISPOSALS Country Selling price Disposal date
(in million €)
De Statenhof hoogbouw Netherlands 6.5 13/12/2019
Koy Uudenkaupungin Merimetsopolku A Finland 1.3 31/03/2020
HGH Driebergen Netherlands 0.8 23/04/2020
Prinsenhof Belgium 8.2 29/04/2020
Delves Court United Kingdom 2.7 13/05/2020
Asunto Oy Iisalmen Satamatori Finland 1.9 05/08/2020
De Notelaar Belgium 0.5 24/11/2020
Plas Rhosnesni United Kingdom 1.6 21/12/2020
TOTAL 23.5

Note 39: Post-closing events

51 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 50

Aedifica Korian Joint Venture BV

Aedifica Nederland 3 BV

(in million €)

Mikkelin Kastanjakuja Finland 3 - 10/12/2020 Acquisition of a building Kouvolan Oiva Finland 2 - 10/12/2020 Acquisition of a building Kuopion Oiva Finland 2 - 10/12/2020 Acquisition of a building Nokian Luhtatie Finland 2 - 10/12/2020 Acquisition of a building HGH Woudenberg Netherlands 1 - 10/12/2020 Acquisition of a land and project via

Aedifica Residenzen 4 GmbH Germany 5 HRB 32680 16/12/2020 Acquisition of shares Nokia Kivimiehenkatu Finland 6 - 17/12/2020 Acquisition of a building Jyväskylä Martikaisentie Finland 3 - 17/12/2020 Acquisition of a building Kaskinen Bladintie Finland 1 - 17/12/2020 Acquisition of a building Kotka Metsäkulmankatu Finland 6 - 17/12/2020 Acquisition of a building Vaasa Mäkikaivontie Finland 3 - 17/12/2020 Acquisition of a building Vaasa Tehokatu Finland 9 - 17/12/2020 Acquisition of a building Oulu Isopurjeentie Finland 14 - 17/12/2020 Acquisition of a building Teuva Tuokkolantie Finland 2 - 17/12/2020 Acquisition of a building Vantaa Asolantie Finland 18 - 17/12/2020 Acquisition of a building Seinäjoki Kutojankatu Finland 21 - 17/12/2020 Acquisition of a building OZC Orion Netherlands 5 - 17/12/2020 Acquisition of a building Valuas Zwolle Netherlands 3 - 17/12/2020 Acquisition of a land and project via

Pachterserf Netherlands 8 - 17/12/2020 Acquisition of a building De Gouden Jaren Belgium 8 - 17/12/2020 Acquisition of a building Retraitehuis & Kloosterhuis Netherlands 20 - 24/12/2020 Acquisition of a building

DISPOSALS Country Selling price Disposal date

De Statenhof hoogbouw Netherlands 6.5 13/12/2019 Koy Uudenkaupungin Merimetsopolku A Finland 1.3 31/03/2020 HGH Driebergen Netherlands 0.8 23/04/2020 Prinsenhof Belgium 8.2 29/04/2020 Delves Court United Kingdom 2.7 13/05/2020 Asunto Oy Iisalmen Satamatori Finland 1.9 05/08/2020 De Notelaar Belgium 0.5 24/11/2020 Plas Rhosnesni United Kingdom 1.6 21/12/2020

TOTAL 23.5

TOTAL 1,078

°° and consolidation date in the financial statements.

All these operations are detailed in the Management Report.

The main disposals of the financial year are the following:

° in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.

The table below lists all post-balance sheet events up to and including 16 March 2021, the closing date of this report.

NAME Date Transaction Country Location
Kasteelhof 01/01/2021 Completion of an extension project BE Dendermonde
Abbot Care Home, Stanley Wilson Lodge
& St Fillans Care Home
14/01/2021 Acquisition of 3 care homes UK Harlo, Saffron Walden
& Colchester
Kempele Ihmemaantie 22/01/2021 Completion of a care home FI Kempele
Stepping Stones Blaricum 26/01/2021 Acquisition of the plot position of a yet to be built
care residence within the joint venture with Korian
NL Blaricum
Hamberley Hailsham 28/01/2021 Acquisition of a care home following the fulfilment
of outstanding conditions
UK Hailsham
2 projects 01/2021 Announcement of 2 new development projects FI Finland
Espoo Rajamännynahde 01/02/2021 Acquisition of a care home FI Espoo
Seniorenquartier Espelkamp 01/02/2021 Partial completion of a care campus DE Espelkamp
Randolph House 10/02/2021 Disposal of a care home UK Scunthorpe
Brídhaven 12/02/2021 Acquisition of a care home IE Mallow
Laukaa Peurungantie 19/02/2021 Acquisition of a care home FI Laukaa
Villa Nuova 23/02/2021 Completion of a care residence NL Vorden
Martha Flora Oegstgeest 25/02/2021 Acquisition of the plot of land of a yet to be built
care home
NL Oegstgeest
Shipley Canal Works 05/03/2021 Acquisition of the plot of land of a yet to be built
care home
UK Shipley
Waterford care home, New Ross care
home, Bunclody care home &
Killerig care home
11/03/2021 Acquisition of 4 care homes, subject to outstanding
conditions
IE Waterford, New Ross,
Bunclody & Killerig

Note 40: List of subsidiaries, associates and joint ventures

The table below presents a full list of the companies covered by Articles 3:104 and 3:156 of the Royal Decree of 29 April 2019 pertaining to the execution of the Belgian Companies and Associations Code. For the subsidiaries already present in the prior year, the percentage of equity held by Aedifica is unchanged as compared to 30 June 2019, with the exception of the Belgian subsidiaries which have been liquidated (Aedifica Invest Brugge NV/SA and Bremdael Invest CVOA/SCRI) and the Belgian subsidiaries which have been integrated into Aedifica NV/SA (Residentie Verlien BVBA/SPRL, Résidence de la Paix NV/SA, Buitenheide BVBA/SPRL and Hof van Bremdael NV/SA).

For the 2019/2020 financial year, the Dutch subsidiaries of Aedifica NV will make use of the exemption provided for in Article 2:403 of the Dutch Civil Code. Consequently, the Dutch companies are exempted from filing individual financial statements with the trade register in the Netherlands.

NAME Country Category Register of
corporations
Capital held
(in %)
Aedifica Invest NV° Belgium Subsidiary 0879.109.317 100
Familiehof BV° Belgium Subsidiary 0431.144.709 100
stamWall BV° Belgium Subsidiary 0536.803.047 100
Immobe NV °°°°°°°°°°° Belgium Associate 0697.566.095 25 1
Aedifica Asset Management GmbH°° Germany Subsidiary HRB100562 100
Aedifica Project Management GmbH°° Germany Subsidiary HRB111389 100
Schloss Bensberg Management GmbH°°°°° Germany Subsidiary HRB47122 100
Aedifica Residenzen Nord GmbH°° Germany Subsidiary HRB110850 94 2
Aedifica Residenzen 1 GmbH °° Germany Subsidiary HRB112641 94 2
Aedifica Residenzen 2 GmbH °° Germany Subsidiary HRB115795 94 2
Aedifica Residenzen 3 GmbH °° Germany Subsidiary HRB118227 94 2
Aedifica Residenzen West GmbH °° Germany Subsidiary HRB117957 94 2
Aedifica Residenzen 4 GmbH °° Germany Subsidiary HRB121918 94 2
Aedifica Luxemburg I SCS°°° Luxembourg Subsidiary B128048 94 2
Aedifica Luxemburg II SCS°°° Luxembourg Subsidiary B139725 94 2
Aedifica Luxemburg III SCS°°° Luxembourg Subsidiary B143704 94 2
Aedifica Luxemburg IV SCS°°° Luxembourg Subsidiary B117441 94 2
Aedifica Luxemburg V SCS°°° Luxembourg Subsidiary B117445 94 2
Aedifica Luxemburg VI SCS°°° Luxembourg Subsidiary B132154 94 2
Aedifica Luxemburg VII SCS°°° Luxembourg Subsidiary B117438 94 2
Aedifica Luxemburg VIII SCS°°° Luxembourg Subsidiary B117437 94 2

Aedifica – Annual Financial Report 2019/2020 – 52

NAME Country Category Register of Capital held
corporations (in %)
Aedifica Nederland BV°°°° Netherlands Subsidiary 65422082 100
Aedifica Nederland 2 BV °°°° Netherlands Subsidiary 75102099 100
Aedifica Nederland Services BV °°°° Netherlands Subsidiary 75,667,800 100
Aedifica Nederland 3 BV °°°° Netherlands Subsidiary 77,636,309 100
Aedifica Nederland 4 BV °°°° Netherlands Subsidiary 81,056,664 100
Aedifica Nederland Joint Venture BV °°°° Netherlands Subsidiary 80,885,551 100
AK JV NL public partnership °°°° Netherlands Joint-venture 81,197,470 50 ³
CHAPP Acquisition Limited °°°°°° Jersey Subsidiary 124,667 100
CHAPP Holdings Limited °°°°°° Jersey Subsidiary 109,055 100
CHAPP GP Limited °°°°°° Jersey Subsidiary 109,054 100
CHAPP Limited Partnership °°°°°° Jersey Subsidiary 1,500 100
CHAPP Nominee No. 1 Limited °°°°°° Jersey Subsidiary 109,056 100
CHAPP Nominee No. 2 Limited °°°°°° Jersey Subsidiary 111,460 100
Patient Properties (Holdings) Limited °°°°°° Jersey Subsidiary 122,972 100
Patient Properties (Alexander Court) Limited °°°°°° Jersey Subsidiary 123,677 100
Patient Properties (Heritage) Limited °°°°°° Jersey Subsidiary 123,684 100
Patient Properties (Beech Court) Limited °°°°°° Jersey Subsidiary 123,678 100
Patient Properties (Kings Court) Limited °°°°°° Jersey Subsidiary 123,698 100
Patient Properties (Green Acres) Limited °°°°°° Jersey Subsidiary 123,696 100
Patient Properties (Springfields) Limited °°°°°° Jersey Subsidiary 123,687 100
Patient Properties (Ashwood) Limited °°°°°° Jersey Subsidiary 123,701 100
Patient Properties (Fountains) Limited °°°°°° Jersey Subsidiary 123,683 100
Patient Properties (Blenheim) Limited °°°°°° Jersey Subsidiary 123,679 100
Patient Properties (Chatsworth) Limited °°°°°° Jersey Subsidiary 123,697 100
Patient Properties (Coplands) Limited °°°°°° Jersey Subsidiary 123,681 100
Patient Properties (Moorlands) Limited °°°°°° Jersey Subsidiary 123,695 100
Patient Properties (Knights Court) Limited °°°°°° Jersey Subsidiary 123,685 100
Patient Properties (Clarendon) Limited °°°°°° Jersey Subsidiary 123,703 100
Patient Properties (River View) Limited °°°°°° Jersey Subsidiary 123,686 100
Patient Properties (Coniston) Limited °°°°°° Jersey Subsidiary 123,702 100
Patient Properties (Ashmead) Limited °°°°°° Jersey Subsidiary 123,676 100
Patient Properties (Derwent) Limited °°°°°° Jersey Subsidiary 123,700 100
Patient Properties (Eltandia) Limited °°°°°° Jersey Subsidiary 123,682 100
Patient Properties (Windmill) Limited °°°°°° Jersey Subsidiary 123,699 100
Patient Properties (Brook House) Limited °°°°°° Jersey Subsidiary 123,680 100
AED Oak Acquisitions (Jersey) Limited °°°°°° Jersey Subsidiary 124,286 100
AED Oak Acquisitions (Ottery) Limited °°°°°° Jersey Subsidiary 125,192 100
AED Oak 1 Limited °°°°°° Jersey Subsidiary 122,233 100
AED Oak 2 Limited °°°°°° Jersey Subsidiary 122,234 100
Aedifica UK Limited°°°°°°° United Kingdom Subsidiary 12,351,073 100
Aedifica Finance 1 Limited°°°°°°° United Kingdom Subsidiary 12,352,308 100
Aedifica Finance 2 Limited°°°°°°° United Kingdom Subsidiary 12,352,800 100
AED Maple Holdings Limited °°°°°°° United Kingdom Subsidiary 10,978,016 100
Maple Court Nursing Home Limited °°°°°°° United Kingdom Subsidiary 07295828 100
Quercus (Nursing Homes) Limited °°°°°°° United Kingdom Subsidiary 03672911 100
Quercus (Nursing Homes No.2) Limited °°°°°°° United Kingdom Subsidiary 03852950 100
Quercus Homes 2018 Limited °°°°°°° United Kingdom Subsidiary 11278772 100
Quercus Nursing Homes 2001 (A) Limited °°°°°°° United Kingdom Subsidiary 04181617 100
Quercus Nursing Homes 2001 (B) Limited °°°°°°° United Kingdom Subsidiary 04181611 100
Quercus Nursing Homes 2010 (C) Limited °°°°°°° United Kingdom Subsidiary 07193610 100
Quercus Nursing Homes 2010 (D) Limited °°°°°°° United Kingdom Subsidiary 07193618 100
Sapphire Properties (2016) Limited°°°°°°° United Kingdom Subsidiary '09461514 100
Aedifica UK (Ampthill) Limited°°°°°°° United Kingdom Subsidiary 11,159,774 100
Aureit Holding Oy °°°°°°°° Finland Subsidiary 3092783-5 100
Hoivatilat Oyj°°°°°°°°° Finland Subsidiary 2241238-0 100
Asunto Oy Seinäjoen Kutojankatu °°°°°°°°° Finland Subsidiary 2779544-8 100
Kiinteistö Oy Äänekosken Likolahdenkatu °°°°°°°°° Finland Subsidiary 2875205-2 100
Kiinteistö Oy Espoon Fallåkerinrinne °°°°°°°°° Finland Subsidiary 2620688‐3 100

53 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 52

corporations

Capital held (in %)

NAME Country Category Register of

Aedifica Nederland BV°°°° Netherlands Subsidiary 65422082 100 Aedifica Nederland 2 BV °°°° Netherlands Subsidiary 75102099 100 Aedifica Nederland Services BV °°°° Netherlands Subsidiary 75,667,800 100 Aedifica Nederland 3 BV °°°° Netherlands Subsidiary 77,636,309 100 Aedifica Nederland 4 BV °°°° Netherlands Subsidiary 81,056,664 100 Aedifica Nederland Joint Venture BV °°°° Netherlands Subsidiary 80,885,551 100 AK JV NL public partnership °°°° Netherlands Joint-venture 81,197,470 50 ³ CHAPP Acquisition Limited °°°°°° Jersey Subsidiary 124,667 100 CHAPP Holdings Limited °°°°°° Jersey Subsidiary 109,055 100 CHAPP GP Limited °°°°°° Jersey Subsidiary 109,054 100 CHAPP Limited Partnership °°°°°° Jersey Subsidiary 1,500 100 CHAPP Nominee No. 1 Limited °°°°°° Jersey Subsidiary 109,056 100 CHAPP Nominee No. 2 Limited °°°°°° Jersey Subsidiary 111,460 100 Patient Properties (Holdings) Limited °°°°°° Jersey Subsidiary 122,972 100 Patient Properties (Alexander Court) Limited °°°°°° Jersey Subsidiary 123,677 100 Patient Properties (Heritage) Limited °°°°°° Jersey Subsidiary 123,684 100 Patient Properties (Beech Court) Limited °°°°°° Jersey Subsidiary 123,678 100 Patient Properties (Kings Court) Limited °°°°°° Jersey Subsidiary 123,698 100 Patient Properties (Green Acres) Limited °°°°°° Jersey Subsidiary 123,696 100 Patient Properties (Springfields) Limited °°°°°° Jersey Subsidiary 123,687 100 Patient Properties (Ashwood) Limited °°°°°° Jersey Subsidiary 123,701 100 Patient Properties (Fountains) Limited °°°°°° Jersey Subsidiary 123,683 100 Patient Properties (Blenheim) Limited °°°°°° Jersey Subsidiary 123,679 100 Patient Properties (Chatsworth) Limited °°°°°° Jersey Subsidiary 123,697 100 Patient Properties (Coplands) Limited °°°°°° Jersey Subsidiary 123,681 100 Patient Properties (Moorlands) Limited °°°°°° Jersey Subsidiary 123,695 100 Patient Properties (Knights Court) Limited °°°°°° Jersey Subsidiary 123,685 100 Patient Properties (Clarendon) Limited °°°°°° Jersey Subsidiary 123,703 100 Patient Properties (River View) Limited °°°°°° Jersey Subsidiary 123,686 100 Patient Properties (Coniston) Limited °°°°°° Jersey Subsidiary 123,702 100 Patient Properties (Ashmead) Limited °°°°°° Jersey Subsidiary 123,676 100 Patient Properties (Derwent) Limited °°°°°° Jersey Subsidiary 123,700 100 Patient Properties (Eltandia) Limited °°°°°° Jersey Subsidiary 123,682 100 Patient Properties (Windmill) Limited °°°°°° Jersey Subsidiary 123,699 100 Patient Properties (Brook House) Limited °°°°°° Jersey Subsidiary 123,680 100 AED Oak Acquisitions (Jersey) Limited °°°°°° Jersey Subsidiary 124,286 100 AED Oak Acquisitions (Ottery) Limited °°°°°° Jersey Subsidiary 125,192 100 AED Oak 1 Limited °°°°°° Jersey Subsidiary 122,233 100 AED Oak 2 Limited °°°°°° Jersey Subsidiary 122,234 100 Aedifica UK Limited°°°°°°° United Kingdom Subsidiary 12,351,073 100 Aedifica Finance 1 Limited°°°°°°° United Kingdom Subsidiary 12,352,308 100 Aedifica Finance 2 Limited°°°°°°° United Kingdom Subsidiary 12,352,800 100 AED Maple Holdings Limited °°°°°°° United Kingdom Subsidiary 10,978,016 100 Maple Court Nursing Home Limited °°°°°°° United Kingdom Subsidiary 07295828 100 Quercus (Nursing Homes) Limited °°°°°°° United Kingdom Subsidiary 03672911 100 Quercus (Nursing Homes No.2) Limited °°°°°°° United Kingdom Subsidiary 03852950 100 Quercus Homes 2018 Limited °°°°°°° United Kingdom Subsidiary 11278772 100 Quercus Nursing Homes 2001 (A) Limited °°°°°°° United Kingdom Subsidiary 04181617 100 Quercus Nursing Homes 2001 (B) Limited °°°°°°° United Kingdom Subsidiary 04181611 100 Quercus Nursing Homes 2010 (C) Limited °°°°°°° United Kingdom Subsidiary 07193610 100 Quercus Nursing Homes 2010 (D) Limited °°°°°°° United Kingdom Subsidiary 07193618 100 Sapphire Properties (2016) Limited°°°°°°° United Kingdom Subsidiary '09461514 100 Aedifica UK (Ampthill) Limited°°°°°°° United Kingdom Subsidiary 11,159,774 100 Aureit Holding Oy °°°°°°°° Finland Subsidiary 3092783-5 100 Hoivatilat Oyj°°°°°°°°° Finland Subsidiary 2241238-0 100 Asunto Oy Seinäjoen Kutojankatu °°°°°°°°° Finland Subsidiary 2779544-8 100 Kiinteistö Oy Äänekosken Likolahdenkatu °°°°°°°°° Finland Subsidiary 2875205-2 100 Kiinteistö Oy Espoon Fallåkerinrinne °°°°°°°°° Finland Subsidiary 2620688‐3 100

NAME Country Category Register of Capital held
corporations (in %)
Kiinteistö Oy Espoon Hirvisuontie °°°°°°°°° Finland Subsidiary 2755334‐2 100
Kiinteistö Oy Espoon Kurttilantie °°°°°°°°° Finland Subsidiary 3134900-2 100
Kiinteistö Oy Espoon Matinkartanontie °°°°°°°°° Finland Subsidiary 3117665-8 100
Kiinteistö Oy Espoon Meriviitantie °°°°°°°°° Finland Subsidiary 2720369‐2 100
Kiinteistö Oy Espoon Oppilaantie °°°°°°°°° Finland Subsidiary 2787263‐4 100
Kiinteistö Oy Espoon Tikasmäentie °°°°°°°°° Finland Subsidiary 2669018‐5 100
Kiinteistö Oy Espoon Vuoripirtintie °°°°°°°°° Finland Subsidiary 2748087‐6 100
Kiinteistö Oy Euran Käräjämäentie °°°°°°°°° Finland Subsidiary 2842931‐9 100
Kiinteistö Oy Haminan Lepikönranta °°°°°°°°° Finland Subsidiary 2988685‐3 100
Kiinteistö Oy Heinolan Lähteentie °°°°°°°°° Finland Subsidiary 2752188‐5 100
Kiinteistö Oy Helsingin Pakarituvantie 4 °°°°°°°°°
Kiinteistö Oy Helsingin Työnjohtajankadun Seppä 3 °°°°°°°°°
Finland
Finland
Subsidiary
Subsidiary
3009977-7
3131782-8
100
100
Kiinteistö Oy Hollolan Sarkatie °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Hämeenlinnan Jukolanraitti °°°°°°°°° Finland Subsidiary 2749865‐4 100
Kiinteistö Oy Hämeenlinnan Vanha Alikartanontie °°°°°°°°° Finland Subsidiary 2826099‐8
2669024‐9
100
Kiinteistö Oy Iisalmen Eteläinen puistoraitti °°°°°°°°° Finland Subsidiary 2840090‐3 100
Kiinteistö Oy Iisalmen Kangaslammintie °°°°°°°°° Finland Subsidiary 2826102‐6 100
Kiinteistö Oy Iisalmen Petter Kumpulaisentie °°°°°°°°° Finland Subsidiary 2882785‐1 100
Kiinteistö Oy Iisalmen Satamakatu °°°°°°°°° Finland Subsidiary 3005776-1 100
Kiinteistö Oy Iisalmen Vemmelkuja °°°°°°°°° Finland Subsidiary 2917923‐5 100
Kiinteistö Oy Janakkalan Kekanahontie °°°°°°°°° Finland Subsidiary 2911674‐4 100
Kiinteistö Oy Joutsenon päiväkoti °°°°°°°°° Finland Subsidiary 2907399‐1 100
Kiinteistö Oy Jyväskylän Ailakinkatu °°°°°°°°° Finland Subsidiary 2932895‐8 100
Kiinteistö Oy Jyväskylän Haperontie °°°°°°°°° Finland Subsidiary 2763296‐4 100
Kiinteistö Oy Jyväskylän Harjutie °°°°°°°°° Finland Subsidiary 3172893-4 100
Kiinteistö Oy Jyväskylän Haukankaari °°°°°°°°° Finland Subsidiary 3174128-2 100
Kiinteistö Oy Jyväskylän Mannisenmäentie °°°°°°°°° Finland Subsidiary 2816983‐6 100
Kiinteistö Oy Jyväskylän Martikaisentien °°°°°°°°° Finland Subsidiary 2575556-5 100
Kiinteistö Oy Jyväskylän Palstatie °°°°°°°°° Finland Subsidiary 2923254‐2 100
Kiinteistö Oy Jyväskylän Sulkulantie °°°°°°°°° Finland Subsidiary 2850306-4 100
Kiinteistö Oy Jyväskylän Väliharjuntie °°°°°°°°° Finland Subsidiary 2639227‐6 100
Kiinteistö Oy Jyväskylän Vävypojanpolku °°°°°°°°° Finland Subsidiary 2960547‐6 100
Kiinteistö Oy Järvenpään Yliopettankatu °°°°°°°°° Finland Subsidiary 2774063-1 100
Kiinteistö Oy Kaarinan Nurminiitynkatu °°°°°°°°° Finland Subsidiary 2838030‐8 100
Kiinteistö Oy Kajaanin Erätie °°°°°°°°° Finland Subsidiary 2749663‐2 100
Kiinteistö Oy Kajaanin Hoikankatu °°°°°°°°° Finland Subsidiary 2951667‐6 100
Kiinteistö Oy Kajaanin Menninkäisentie °°°°°°°°° Finland Subsidiary 2681416‐8 100
Kiinteistö Oy Kajaanin Uitontie °°°°°°°°° Finland Subsidiary 3164208-1 100
Kiinteistö Oy Kajaanin Valonkatu °°°°°°°°° Finland Subsidiary 2870293‐6 100
Kiinteistö Oy Kalajoen Hannilantie °°°°°°°°° Finland Subsidiary 2768549‐2 100
Kiinteistö Oy Kangasalan Hilmanhovi °°°°°°°°° Finland Subsidiary 2262908‐8 100
Kiinteistö Oy Kangasalan Mäntyveräjäntie °°°°°°°°° Finland Subsidiary 2688361‐4 100
Kiinteistö Oy Kangasalan Rekiäläntie °°°°°°°°° Finland Subsidiary 2940754-1 100
Kiinteistö Oy Kaskisten Bladintie °°°°°°°°° Finland Subsidiary 2224949-9 100
Kiinteistö Oy Kempeleen Ihmemaantie °°°°°°°°° Finland Subsidiary 3112115-5 100
Kiinteistö Oy Keravan Männiköntie °°°°°°°°° Finland Subsidiary 2774061‐5 100
Kiinteistö Oy Keuruun Tehtaantie °°°°°°°°° Finland Subsidiary 2877302‐1 100
Kiinteistö Oy Kirkkonummen Kotitontunkuja °°°°°°°°° Finland Subsidiary 2692080‐9 100
Kiinteistö Oy Kokkolan Ankkurikuja °°°°°°°°° Finland Subsidiary 2955766‐2 100
Kiinteistö Oy Kokkolan Vanha Ouluntie °°°°°°°°° Finland Subsidiary 2771913‐8 100
Kiinteistö Oy Kontiolahden Päiväperhosenkatu °°°°°°°°° Finland Subsidiary 3115519-5 100
Kiinteistö Oy Kotkan Loitsutie °°°°°°°°° Finland Subsidiary 2795792‐9 100
Kiinteistö Oy Kotkan Metsäkulmankatu °°°°°°°°° Finland Subsidiary 1743075-2 100
Kiinteistö Oy Kouvolan Kaartokuja °°°°°°°°° Finland Subsidiary 2697590‐6 100
Kiinteistö Oy Kouvolan Marskinkatu °°°°°°°°° Finland Subsidiary 3134903-7 100
Kiinteistö Oy Kouvolan Pappilantie °°°°°°°°° Finland Subsidiary 2792313‐9 100
Kiinteistö Oy Kouvolan Rannikkotie °°°°°°°°° Finland Subsidiary 2941695-8 100

Aedifica – Annual Financial Report 2019/2020 – 54

NAME Country Category Register of Capital held
corporations (in %)
Kiinteistö Oy Kouvolan Ruskeasuonkatu °°°°°°°°°
Kiinteistö Oy Kouvolan Vinttikaivontie °°°°°°°°°
Finland
Finland
Subsidiary
Subsidiary
2955751-5 100
100
Kiinteistö Oy Kuopion Amerikanraitti 10 °°°°°°°°° Finland Subsidiary 2543325‐9
2837113‐7
100
Kiinteistö Oy Kuopion Männistönkatu °°°°°°°°° Finland Subsidiary 3127190-3 100
Kiinteistö Oy Kuopion Pirtinkaari °°°°°°°°° Finland Subsidiary 2873993-1 100
Kiinteistö Oy Kuopion Portti A2 °°°°°°°°° Finland Subsidiary 2874104-6 100
Kiinteistö Oy Kuopion Rantaraitti °°°°°°°°° Finland Subsidiary 2770280‐3 100
Kiinteistö Oy Kuopion Sipulikatu °°°°°°°°° Finland Subsidiary 2509836‐6 100
Kiinteistö Oy Lahden Jahtikatu °°°°°°°°° Finland Subsidiary 2861249‐8 100
Kiinteistö Oy Lahden Kurenniityntie °°°°°°°°° Finland Subsidiary 2988683-7 100
Kiinteistö Oy Lahden Makarantie °°°°°°°°° Finland Subsidiary 3008794-4 100
Kiinteistö Oy Lahden Piisamikatu °°°°°°°°° Finland Subsidiary 2861251‐9 100
Kiinteistö Oy Lahden Vallesmanninkatu A °°°°°°°°° Finland Subsidiary 2675831‐1 100
Kiinteistö Oy Lahden Vallesmanninkatu B °°°°°°°°° Finland Subsidiary 2675827‐4 100
Kiinteistö Oy Laihian Jarrumiehentie °°°°°°°°° Finland Subsidiary 2798400‐3 100
Kiinteistö Oy Lappeenrannan Orioninkatu °°°°°°°°° Finland Subsidiary 2877591‐6 100
Kiinteistö Oy Laukaan Hytösenkuja °°°°°°°°° Finland Subsidiary 2681456‐3 100
Kiinteistö Oy Laukaan Saratie °°°°°°°°° Finland Subsidiary 2896187‐4 100
Kiinteistö Oy Limingan Kauppakaari °°°°°°°°° Finland Subsidiary 2553773‐6 100
Kiinteistö Oy Lohjan Ansatie °°°°°°°°° Finland Subsidiary 2768296‐1 100
Kiinteistö Oy Lohjan Porapojankuja °°°°°°°°° Finland Subsidiary 3130512-2 100
Kiinteistö Oy Lohjan Sahapiha °°°°°°°°° Finland Subsidiary 3132701-4 100
Kiinteistö Oy Loimaan Itsenäisyydenkatu °°°°°°°°° Finland Subsidiary 2887703-1 100
Kiinteistö Oy Loviisan Mannerheiminkatu °°°°°°°°° Finland Subsidiary 2648698‐5 100
Kiinteistö Oy Maskun Ruskontie °°°°°°°°° Finland Subsidiary 2610017‐3 100
Kiinteistö Oy Mikkelin Kastanjakuja °°°°°°°°° Finland Subsidiary 2915481-2 100
Kiinteistö Oy Mikkelin Sahalantie °°°°°°°°° Finland Subsidiary 3004499-5 100
Kiinteistö Oy Mikkelin Väänäsenpolku °°°°°°°°° Finland Subsidiary 2864738‐3 100
Kiinteistö Oy Mikkelin Ylännetie 10 °°°°°°°°° Finland Subsidiary 2751792‐3 100
Kiinteistö Oy Mikkelin Ylännetie 8 °°°°°°°°° Finland Subsidiary 2839320‐5 100
Kiinteistö Oy Mynämäen Opintie °°°°°°°°° Finland Subsidiary 2957425‐1 100
Kiinteistö Oy Mäntsälän Liedontie °°°°°°°°° Finland Subsidiary 2505670‐5 100
Kiinteistö Oy Mäntyharjun Lääkärinkuja °°°°°°°°° Finland Subsidiary 2761813‐4 100
Kiinteistö Oy Nokian Kivimiehenkatu °°°°°°°°° Finland Subsidiary 1056103-9 100
Kiinteistö Oy Nokian Luhtatie °°°°°°°°° Finland Subsidiary 2882228-4 100
Kiinteistö Oy Nokian Näsiäkatu °°°°°°°°°
Kiinteistö Oy Nokian Vikkulankatu °°°°°°°°°
Finland
Finland
Subsidiary
Subsidiary
2772561‐8 100
100
Kiinteistö Oy Nurmijärven Laidunalue °°°°°°°°° Finland Subsidiary 2720339‐3 100
Kiinteistö Oy Nurmijärven Ratakuja °°°°°°°°° Finland Subsidiary 2415548‐8
2807462‐6
100
Kiinteistö Oy Orimattilan Suppulanpolku °°°°°°°°° Finland Subsidiary 2750819‐7 100
Kiinteistö Oy Oulun Isopurjeentie °°°°°°°°° Finland Subsidiary 2255743-2 100
Kiinteistö Oy Oulun Kehätie °°°°°°°°° Finland Subsidiary 2613681‐1 100
Kiinteistö Oy Oulun Paulareitti °°°°°°°°° Finland Subsidiary 2512290‐1 100
Kiinteistö Oy Oulun Raamipolku °°°°°°°°° Finland Subsidiary 2798361-7 100
Kiinteistö Oy Oulun Rakkakiventie °°°°°°°°° Finland Subsidiary 2577582‐2 100
Kiinteistö Oy Oulun Ruismetsä °°°°°°°°° Finland Subsidiary 3008792-8 100
Kiinteistö Oy Oulun Salonpään koulu °°°°°°°°° Finland Subsidiary 3100847-8 100
Kiinteistö Oy Oulun Sarvisuontie °°°°°°°°° Finland Subsidiary 2899591‐9 100
Kiinteistö Oy Oulun Siilotie °°°°°°°°° Finland Subsidiary 3006511-2 100
Kiinteistö Oy Oulun Soittajanlenkki °°°°°°°°° Finland Subsidiary 2920514-9 100
Kiinteistö Oy Oulun Ukkoherrantie A °°°°°°°°° Finland Subsidiary 3141465-2 100
Kiinteistö Oy Oulun Ukkoherrantie B °°°°°°°°° Finland Subsidiary 2781801‐3 100
Kiinteistö Oy Oulun Valjastie °°°°°°°°° Finland Subsidiary 3139840-2 100
Kiinteistö Oy Oulun Vihannestie °°°°°°°°° Finland Subsidiary 3127183-1 100
Kiinteistö Oy Oulun Villa Sulkakuja °°°°°°°°° Finland Subsidiary 2695880-7 100
Kiinteistö Oy Paimion Mäkiläntie °°°°°°°°° Finland Subsidiary 2853714‐1 100
Kiinteistö Oy Pieksämäen Ruustinnantie °°°°°°°°° Finland Subsidiary 2903250-8 100

55 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 54

corporations

Capital held (in %)

NAME Country Category Register of

Kiinteistö Oy Kouvolan Ruskeasuonkatu °°°°°°°°° Finland Subsidiary 2955751-5 100 Kiinteistö Oy Kouvolan Vinttikaivontie °°°°°°°°° Finland Subsidiary 2543325‐9 100 Kiinteistö Oy Kuopion Amerikanraitti 10 °°°°°°°°° Finland Subsidiary 2837113‐7 100 Kiinteistö Oy Kuopion Männistönkatu °°°°°°°°° Finland Subsidiary 3127190-3 100 Kiinteistö Oy Kuopion Pirtinkaari °°°°°°°°° Finland Subsidiary 2873993-1 100 Kiinteistö Oy Kuopion Portti A2 °°°°°°°°° Finland Subsidiary 2874104-6 100 Kiinteistö Oy Kuopion Rantaraitti °°°°°°°°° Finland Subsidiary 2770280‐3 100 Kiinteistö Oy Kuopion Sipulikatu °°°°°°°°° Finland Subsidiary 2509836‐6 100 Kiinteistö Oy Lahden Jahtikatu °°°°°°°°° Finland Subsidiary 2861249‐8 100 Kiinteistö Oy Lahden Kurenniityntie °°°°°°°°° Finland Subsidiary 2988683-7 100 Kiinteistö Oy Lahden Makarantie °°°°°°°°° Finland Subsidiary 3008794-4 100 Kiinteistö Oy Lahden Piisamikatu °°°°°°°°° Finland Subsidiary 2861251‐9 100 Kiinteistö Oy Lahden Vallesmanninkatu A °°°°°°°°° Finland Subsidiary 2675831‐1 100 Kiinteistö Oy Lahden Vallesmanninkatu B °°°°°°°°° Finland Subsidiary 2675827‐4 100 Kiinteistö Oy Laihian Jarrumiehentie °°°°°°°°° Finland Subsidiary 2798400‐3 100 Kiinteistö Oy Lappeenrannan Orioninkatu °°°°°°°°° Finland Subsidiary 2877591‐6 100 Kiinteistö Oy Laukaan Hytösenkuja °°°°°°°°° Finland Subsidiary 2681456‐3 100 Kiinteistö Oy Laukaan Saratie °°°°°°°°° Finland Subsidiary 2896187‐4 100 Kiinteistö Oy Limingan Kauppakaari °°°°°°°°° Finland Subsidiary 2553773‐6 100 Kiinteistö Oy Lohjan Ansatie °°°°°°°°° Finland Subsidiary 2768296‐1 100 Kiinteistö Oy Lohjan Porapojankuja °°°°°°°°° Finland Subsidiary 3130512-2 100 Kiinteistö Oy Lohjan Sahapiha °°°°°°°°° Finland Subsidiary 3132701-4 100 Kiinteistö Oy Loimaan Itsenäisyydenkatu °°°°°°°°° Finland Subsidiary 2887703-1 100 Kiinteistö Oy Loviisan Mannerheiminkatu °°°°°°°°° Finland Subsidiary 2648698‐5 100 Kiinteistö Oy Maskun Ruskontie °°°°°°°°° Finland Subsidiary 2610017‐3 100 Kiinteistö Oy Mikkelin Kastanjakuja °°°°°°°°° Finland Subsidiary 2915481-2 100 Kiinteistö Oy Mikkelin Sahalantie °°°°°°°°° Finland Subsidiary 3004499-5 100 Kiinteistö Oy Mikkelin Väänäsenpolku °°°°°°°°° Finland Subsidiary 2864738‐3 100 Kiinteistö Oy Mikkelin Ylännetie 10 °°°°°°°°° Finland Subsidiary 2751792‐3 100 Kiinteistö Oy Mikkelin Ylännetie 8 °°°°°°°°° Finland Subsidiary 2839320‐5 100 Kiinteistö Oy Mynämäen Opintie °°°°°°°°° Finland Subsidiary 2957425‐1 100 Kiinteistö Oy Mäntsälän Liedontie °°°°°°°°° Finland Subsidiary 2505670‐5 100 Kiinteistö Oy Mäntyharjun Lääkärinkuja °°°°°°°°° Finland Subsidiary 2761813‐4 100 Kiinteistö Oy Nokian Kivimiehenkatu °°°°°°°°° Finland Subsidiary 1056103-9 100 Kiinteistö Oy Nokian Luhtatie °°°°°°°°° Finland Subsidiary 2882228-4 100 Kiinteistö Oy Nokian Näsiäkatu °°°°°°°°° Finland Subsidiary 2772561‐8 100 Kiinteistö Oy Nokian Vikkulankatu °°°°°°°°° Finland Subsidiary 2720339‐3 100 Kiinteistö Oy Nurmijärven Laidunalue °°°°°°°°° Finland Subsidiary 2415548‐8 100 Kiinteistö Oy Nurmijärven Ratakuja °°°°°°°°° Finland Subsidiary 2807462‐6 100 Kiinteistö Oy Orimattilan Suppulanpolku °°°°°°°°° Finland Subsidiary 2750819‐7 100 Kiinteistö Oy Oulun Isopurjeentie °°°°°°°°° Finland Subsidiary 2255743-2 100 Kiinteistö Oy Oulun Kehätie °°°°°°°°° Finland Subsidiary 2613681‐1 100 Kiinteistö Oy Oulun Paulareitti °°°°°°°°° Finland Subsidiary 2512290‐1 100 Kiinteistö Oy Oulun Raamipolku °°°°°°°°° Finland Subsidiary 2798361-7 100 Kiinteistö Oy Oulun Rakkakiventie °°°°°°°°° Finland Subsidiary 2577582‐2 100 Kiinteistö Oy Oulun Ruismetsä °°°°°°°°° Finland Subsidiary 3008792-8 100 Kiinteistö Oy Oulun Salonpään koulu °°°°°°°°° Finland Subsidiary 3100847-8 100 Kiinteistö Oy Oulun Sarvisuontie °°°°°°°°° Finland Subsidiary 2899591‐9 100 Kiinteistö Oy Oulun Siilotie °°°°°°°°° Finland Subsidiary 3006511-2 100 Kiinteistö Oy Oulun Soittajanlenkki °°°°°°°°° Finland Subsidiary 2920514-9 100 Kiinteistö Oy Oulun Ukkoherrantie A °°°°°°°°° Finland Subsidiary 3141465-2 100 Kiinteistö Oy Oulun Ukkoherrantie B °°°°°°°°° Finland Subsidiary 2781801‐3 100 Kiinteistö Oy Oulun Valjastie °°°°°°°°° Finland Subsidiary 3139840-2 100 Kiinteistö Oy Oulun Vihannestie °°°°°°°°° Finland Subsidiary 3127183-1 100 Kiinteistö Oy Oulun Villa Sulkakuja °°°°°°°°° Finland Subsidiary 2695880-7 100 Kiinteistö Oy Paimion Mäkiläntie °°°°°°°°° Finland Subsidiary 2853714‐1 100 Kiinteistö Oy Pieksämäen Ruustinnantie °°°°°°°°° Finland Subsidiary 2903250-8 100

NAME Country Category Register of Capital held
corporations (in %)
Kiinteistö Oy Pihtiputaan Nurmelanpolku °°°°°°°°° Finland Subsidiary 2860057‐7 100
Kiinteistö Oy Pirkkalan Lehtimäentie °°°°°°°°° Finland Subsidiary 2593596‐1 100
Kiinteistö Oy Pirkkalan Pereensaarentie °°°°°°°°° Finland Subsidiary 2808085‐8 100
Kiinteistö Oy Porin Kerhotie °°°°°°°°° Finland Subsidiary 3145625-4 100
Kiinteistö Oy Porin Koekatu °°°°°°°°° Finland Subsidiary 2835076‐6 100
Kiinteistö Oy Porin Ojantie °°°°°°°°° Finland Subsidiary 2625961‐9 100
Kiinteistö Oy Porin Palokärjentie °°°°°°°°° Finland Subsidiary 2735199‐4 100
Kiinteistö Oy Porvoon Fredrika Runeberginkatu °°°°°°°°° Finland Subsidiary 2760328‐2 100
Kiinteistö Oy Porvoon Haarapääskyntie °°°°°°°°° Finland Subsidiary 2951666‐8 100
Kiinteistö Oy Porvoon Peippolankuja °°°°°°°°°
Kiinteistö Oy Porvoon Vanha Kuninkaantie °°°°°°°°°
Finland
Finland
Subsidiary
Subsidiary
2588814‐9 100
100
Kiinteistö Oy Raahen Kirkkokatu °°°°°°°°° Finland Subsidiary 2746305‐6
3143874-2
100
Kiinteistö Oy Raahen Palokunnanhovi °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Raahen Vihastenkarinkatu °°°°°°°°° Finland Subsidiary 2326426‐0 100
Kiinteistö Oy Raision Tenavakatu °°°°°°°°° Finland Subsidiary 2917887‐3 100
Kiinteistö Oy Riihimäen Jyrätie °°°°°°°°° Finland Subsidiary 2553772‐8
2956737-7
100
Kiinteistö Oy Rovaniemen Gardininkuja °°°°°°°°° Finland Subsidiary 3100848-6 100
Kiinteistö Oy Rovaniemen Matkavaarantie °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Rovaniemen Muonakuja °°°°°°°°° Finland Subsidiary 2838821‐1
3110312-5
100
Kiinteistö Oy Rovaniemen Mäkiranta °°°°°°°°° Finland Subsidiary 2994385-4 100
Kiinteistö Oy Rovaniemen Ritarinne °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Rovaniemen Santamäentie °°°°°°°°° Finland Subsidiary 2754616‐9
3008789-9
100
Kiinteistö Oy Ruskon Päällistönmäentie °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Salon Papinkuja °°°°°°°°° Finland Subsidiary 2789540‐6
3155224-6
100
Kiinteistö Oy Sastamalan Tyrväänkyläntie °°°°°°°°° Finland Subsidiary 100
Kiinteistö Oy Siilinjärven Honkarannantie °°°°°°°°° Finland Subsidiary 2872995‐2
2947087-4
100
Kiinteistö Oy Siilinjärven Nilsiäntie °°°°°°°°° Finland Subsidiary 2934834‐2 100
Kiinteistö Oy Siilinjärven Risulantie °°°°°°°°° Finland Subsidiary 2854061‐5 100
Kiinteistö Oy Siilinjärven Sinisiipi °°°°°°°°° Finland Subsidiary 2479104‐6 100
Kiinteistö Oy Sipoon Aarrepuistonkuja °°°°°°°°° Finland Subsidiary 2878144‐3 100
Kiinteistö Oy Sipoon Aarretie °°°°°°°°° Finland Subsidiary 2870619‐5 100
Kiinteistö Oy Sipoon Satotalmantie °°°°°°°°° Finland Subsidiary 2743701‐8 100
Kiinteistö Oy Sotkamon Kirkkotie °°°°°°°°° Finland Subsidiary 2917890‐2 100
Kiinteistö Oy Tampereen Lentävänniemenka °°°°°°°°° Finland Subsidiary 2648697‐7 100
Kiinteistö Oy Teuvan Tuokkolantie °°°°°°°°° Finland Subsidiary 2225109-7 100
Kiinteistö Oy Tornion Torpin Rinnakkaiskatu °°°°°°°°° Finland Subsidiary 2816984‐4 100
Kiinteistö Oy Turun Lemmontie °°°°°°°°° Finland Subsidiary 2551472-9 100
Kiinteistö Oy Turun Lukkosepänkatu °°°°°°°°° Finland Subsidiary 2842686‐3 100
Kiinteistö Oy Turun Paltankatu °°°°°°°°° Finland Subsidiary 2845199‐7 100
Kiinteistö Oy Turun Teollisuuskatu °°°°°°°°° Finland Subsidiary 2729980‐7 100
Kiinteistö Oy Turun Vakiniituntie °°°°°°°°° Finland Subsidiary 2648689‐7 100
Kiinteistö Oy Turun Vähäheikkiläntie °°°°°°°°° Finland Subsidiary 2660277‐1 100
Kiinteistö Oy Tuusulan Isokarhunkierto °°°°°°°°° Finland Subsidiary 3005414-9 100
Kiinteistö Oy Ulvilan Kulmalantie °°°°°°°°° Finland Subsidiary 2966954-1 100
Kiinteistö Oy Uudenkaupungin Merilinnuntie °°°°°°°°° Finland Subsidiary 2878831‐1 100
Kiinteistö Oy Uudenkaupungin Merimetsopolku B °°°°°°°°° Finland Subsidiary 2798800‐4 100
Kiinteistö Oy Uudenkaupungin Merimetsopolku C °°°°°°°°° Finland Subsidiary 2797654‐8 100
Kiinteistö Oy Uudenkaupungin Puusepänkatu °°°°°°°°° Finland Subsidiary 2766340‐2 100
Kiinteistö Oy Vaasan Mäkikaivontie °°°°°°°°° Finland Subsidiary 1743075-2 100
Kiinteistö Oy Vaasan Tehokatu °°°°°°°°° Finland Subsidiary 2246849-9 100
Kiinteistö Oy Vaasan Uusmetsäntie °°°°°°°°° Finland Subsidiary 3000725-4 100
Kiinteistö Oy Vaasan Vanhan Vaasankatu °°°°°°°°° Finland Subsidiary 2882784‐3 100
Kiinteistö Oy Vantaan Asolantie °°°°°°°°° Finland Subsidiary 2319120-9 100
Kiinteistö Oy Vantaan Koetilankatu °°°°°°°°° Finland Subsidiary 2656382‐1 100
Kiinteistö Oy Vantaan Koivukylän Puistotie °°°°°°°°° Finland Subsidiary 2933844‐3 100
Kiinteistö Oy Vantaan Mesikukantie °°°°°°°°° Finland Subsidiary 2755333‐4 100
Kiinteistö Oy Vantaan Punakiventie °°°°°°°°° Finland Subsidiary 2675834‐6 100

Aedifica – Annual Financial Report 2019/2020 – 56

NAME Country Category Register of
corporations
Capital held
(in %)
Kiinteistö Oy Vantaan Tuovintie °°°°°°°°° Finland Subsidiary 2711240‐8 100
Kiinteistö Oy Vantaan Vuohirinne °°°°°°°°° Finland Subsidiary 2691248‐9 100
Kiinteistö Oy Varkauden Kaura-ahontie °°°°°°°°° Finland Subsidiary 2798803‐9 100
Kiinteistö Oy Varkauden Savontie °°°°°°°°° Finland Subsidiary 2796607‐5 100
Kiinteistö Oy Vihdin Hiidenrannantie °°°°°°°°° Finland Subsidiary 2616455‐6 100
Kiinteistö Oy Vihdin Koivissillankuja °°°°°°°°° Finland Subsidiary 2759228-8 100
Kiinteistö Oy Vihdin Pengerkuja °°°°°°°°° Finland Subsidiary 2855519‐8 100
Kiinteistö Oy Vihdin Vanhan-Sepän tie °°°°°°°°° Finland Subsidiary 2625959‐8 100
Kiinteistö Oy Ylivieskan Alpuumintie °°°°°°°°° Finland Subsidiary 3004201-7 100
Kiinteistö Oy Ylivieskan Mikontie 1 °°°°°°°°° Finland Subsidiary 2850860‐7 100
Kiinteistö Oy Ylivieskan Ratakatu 12 °°°°°°°°° Finland Subsidiary 2850859‐4 100
Kiinteistö Oy Ylöjärven Mustarastaantie °°°°°°°°° Finland Subsidiary 2620686‐7 100
Kiinteistö Oy Ylöjärven Työväentalontie °°°°°°°°° Finland Subsidiary 2690219‐2 100
Hoivatilat AB°°°°°°°°°° Sweden Subsidiary 559169-2461 100
Hoivatilat Holding AB°°°°°°°°°° Sweden Subsidiary 559192-8311 100
Hoivatilat Holding 2 AB°°°°°°°°°° Sweden Subsidiary 559204-7426 100
Älmhult Kungskapsgatan AB°°°°°°°°°° Sweden Subsidiary 559149-1732 100
Norrtälje Östhamra Förskola AB°°°°°°°°°° Sweden Subsidiary 559180-2078 100
Gråmunkehöga LSS Boende AB°°°°°°°°°° Sweden Subsidiary 559131-8877 100
Heby LSS boende AB°°°°°°°°°° Sweden Subsidiary 559073-5634 100
Förskola Mesta 6:56 AB°°°°°°°°°° Sweden Subsidiary 559195-0570 100
Förskola Kalleberga AB°°°°°°°°°° Sweden Subsidiary 559204-7392 100
Strängnäs Bivägen AB°°°°°°°°°° Sweden Subsidiary 559232-8685 100
Tierp LSS Boende AB°°°°°°°°°° Sweden Subsidiary 559218-2876 100

° Located Rue Belliard 40 box 11 in 1040 Brussels (Belgium).

°° Located Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany).

°°° Located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg).

°°°° Located Herengracht 466 in 1017 CA Amsterdam (The Netherlands).

°°°°° Located Im Schloßpark 10 in 51429 Bergisch-Gladbach (Germany). °°°°°° Located 47 Esplanade in St. Helier JE1 0BD (Jersey).

°°°°°°° Located 8 Sackville Street in London W1S 3DG (United Kingdom).

°°°°°°°° Located Pohjoisesplanadi 25 A in 00100 Helsinki (Finland).

°°°°°°°°° Located Lentokatu 2 in 90460 Oulunsalo (Finland).

°°°°°°°°°° Located Svärdvägen 21, 18233 Danderyd (Sweden).

°°°°°°°°°°° Located Avenue Louise 331 in 1050 Brussels (Belgium).

1 The residual 75% is held by an investor who is unrelated to Aedifica. 2 The residual 6% is held by an investor who is unrelated to Aedifica.

3 The residual 50% is held by a partner who is unrelated to Aedifica.

Note 41: Belgian RREC status

57 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 56

corporations

Capital held (in %)

NAME Country Category Register of

° Located Rue Belliard 40 box 11 in 1040 Brussels (Belgium).

°°°°°° Located 47 Esplanade in St. Helier JE1 0BD (Jersey).

°° Located Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany). °°° Located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg). °°°° Located Herengracht 466 in 1017 CA Amsterdam (The Netherlands). °°°°° Located Im Schloßpark 10 in 51429 Bergisch-Gladbach (Germany).

°°°°°°° Located 8 Sackville Street in London W1S 3DG (United Kingdom). °°°°°°°° Located Pohjoisesplanadi 25 A in 00100 Helsinki (Finland). °°°°°°°°° Located Lentokatu 2 in 90460 Oulunsalo (Finland). °°°°°°°°°° Located Svärdvägen 21, 18233 Danderyd (Sweden). °°°°°°°°°°° Located Avenue Louise 331 in 1050 Brussels (Belgium). 1 The residual 75% is held by an investor who is unrelated to Aedifica. 2 The residual 6% is held by an investor who is unrelated to Aedifica. 3 The residual 50% is held by a partner who is unrelated to Aedifica.

Kiinteistö Oy Vantaan Tuovintie °°°°°°°°° Finland Subsidiary 2711240‐8 100 Kiinteistö Oy Vantaan Vuohirinne °°°°°°°°° Finland Subsidiary 2691248‐9 100 Kiinteistö Oy Varkauden Kaura-ahontie °°°°°°°°° Finland Subsidiary 2798803‐9 100 Kiinteistö Oy Varkauden Savontie °°°°°°°°° Finland Subsidiary 2796607‐5 100 Kiinteistö Oy Vihdin Hiidenrannantie °°°°°°°°° Finland Subsidiary 2616455‐6 100 Kiinteistö Oy Vihdin Koivissillankuja °°°°°°°°° Finland Subsidiary 2759228-8 100 Kiinteistö Oy Vihdin Pengerkuja °°°°°°°°° Finland Subsidiary 2855519‐8 100 Kiinteistö Oy Vihdin Vanhan-Sepän tie °°°°°°°°° Finland Subsidiary 2625959‐8 100 Kiinteistö Oy Ylivieskan Alpuumintie °°°°°°°°° Finland Subsidiary 3004201-7 100 Kiinteistö Oy Ylivieskan Mikontie 1 °°°°°°°°° Finland Subsidiary 2850860‐7 100 Kiinteistö Oy Ylivieskan Ratakatu 12 °°°°°°°°° Finland Subsidiary 2850859‐4 100 Kiinteistö Oy Ylöjärven Mustarastaantie °°°°°°°°° Finland Subsidiary 2620686‐7 100 Kiinteistö Oy Ylöjärven Työväentalontie °°°°°°°°° Finland Subsidiary 2690219‐2 100 Hoivatilat AB°°°°°°°°°° Sweden Subsidiary 559169-2461 100 Hoivatilat Holding AB°°°°°°°°°° Sweden Subsidiary 559192-8311 100 Hoivatilat Holding 2 AB°°°°°°°°°° Sweden Subsidiary 559204-7426 100 Älmhult Kungskapsgatan AB°°°°°°°°°° Sweden Subsidiary 559149-1732 100 Norrtälje Östhamra Förskola AB°°°°°°°°°° Sweden Subsidiary 559180-2078 100 Gråmunkehöga LSS Boende AB°°°°°°°°°° Sweden Subsidiary 559131-8877 100 Heby LSS boende AB°°°°°°°°°° Sweden Subsidiary 559073-5634 100 Förskola Mesta 6:56 AB°°°°°°°°°° Sweden Subsidiary 559195-0570 100 Förskola Kalleberga AB°°°°°°°°°° Sweden Subsidiary 559204-7392 100 Strängnäs Bivägen AB°°°°°°°°°° Sweden Subsidiary 559232-8685 100 Tierp LSS Boende AB°°°°°°°°°° Sweden Subsidiary 559218-2876 100

(x €1,000) 31/12/2020 30/06/2019
Consolidated debt-to-assets ratio (max. 65%)
Non-current financial debts 1,062,297 584,193
Other non-current financial liabilities (except for hedging instruments)
+
56,840 4,604
Current financial debts
+
604,402 272,317
Other current financial liabilities (except for hedging instruments)
+
2,077 0
Trade debts and other current debts
+
32,067 27,044
Total liabilities according to the Royal Decree of 13 July 2014
=
1,757,683 888,158
Total assets 4,067,175 2,386,127
Hedging instruments
-
-234 -117
Total assets according to the Royal Decree of 13 July 2014
=
4,066,941 2,386,010
Debt-to-assets ratio (in %)
/
43.22% 37.22%
Additional debt capacity - debt ratio at 60% 682,482 543,448
Additional debt capacity - debt ratio at 65% 885,829 662,749

Prohibition to invest more than 20% of assets in real estate assets that form a single property

See section 1.2 of the 'Risk Factors' chapter of the 2019/2020 Annual Financial Report.

Valuation of investment properties by a valuation expert

Aedifica's properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield Belgium NV/SA, Deloitte Consulting & Advisory CVBA/SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy et JLL Valuation AB.

Note 42: Fair value

In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented below and broken down according to the levels defined by IFRS 13:

(x €1,000) 31/12/2020 30/06/2019
Category Level Book value Fair value Book value Fair value
Non-current assets
Non-current financial assets 1,162 1,162 307 307
a. Hedges C 2 234 234 117 117
b. Other A 2 928 928 191 191
Equity-accounted investments C 2 36,998 36,998 33,931 33,931
Current assets
Trade receivables A 2 12,698 12,698 11,216 11,216
Tax receivables and other current assets A 2 5,177 5,177 1,257 1,257
Cash and cash equivalents A 1 23,546 23,546 15,405 15,405
Non-current liabilities
Non-current financial debts A 2 -1,062,297 -1,078,770 -584,193 -591,522
Other non-current financial liabilities
a. Authorised hedges C 2 -51,220 -51,220 -48,170 -48,170
b. Other A 2 -56,840 -56,840 -4,604 -4,604
Current liabilities
Current financial debts A 2 -604,402 -604,402 -272,317 -272,317
Trade debts and other current debts A 2 -29,772 -29,772 -23,938 -23,938
Other current financial liabilities A 2 -2,077 -2,077 0 0

Aedifica – Annual Financial Report 2019/2020 – 58

These categories follow the classification specified by IFRS 9:

  • category A: financial assets or liabilities (including accounts receivable and loans) carried at amortised cost;
  • category B: assets or liabilities recognised at fair value through net income;
  • category C: assets or liabilities that must be measured at fair value through the net income.

Authorised hedging instruments belong to category C, except for hedging instruments that meet the requirements of hedge accounting (see IFRS 9), where changes in fair value are recognised in equity.

Note 43: Put options granted to non-controlling shareholders

The Company has committed to acquire the non-controlling shareholdings (6% of the share capital) owned by third parties in Aedifica Luxemburg I SCS, Aedifica Luxemburg II SCS, Aedifica Luxemburg III SCS, Aedifica Luxemburg IV SCS, Aedifica Luxemburg V SCS, Aedifica Luxemburg VI SCS and Aedifica Residenzen Nord GmbH, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the liability side of balance sheet on line 'I.C.b. Other non-current financial liabilities – Other' (see Notes 16 and 24).

Note 44: Alternative Performance Measures (APMs)

For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica; the aim is to provide readers with a better understanding of the Company's results and performance. The APMs used in this annual financial report are identified with an asterisk (*). The performance measures which are defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements. The definition of the APMs, as applied to Aedifica's financial statements, may differ from those used in the financial statements of other companies

Note 44.1: Investment properties

Aedifica uses the performance measures presented below to determine the value of its investment properties; however, these measures are not defined under IFRS. They reflect alternate clustering of investment properties with the aim of providing the reader with the most relevant information.

(x €1,000) 31/12/2020 30/06/2019
Marketable investment properties 3,615,394 2,264,504
+ Right of use of plots of land 51,825 -
+ Development projects 141,320 51,205
Investment properties 3,808,539 2,315,709
+ Assets classified as held for sale 6,128 5,240
Investment properties including assets classified as held for sale, or real estate portfolio 3,814,667 2,320,949
- Development projects -141,320 -51,205
Marketable investment properties including assets classified as held for sale*, or investment properties
portfolio
3,673,347 2,269,744

Note 44.2: Rental income on a like-for-like basis*

Aedifica uses the net rental income on a like-for-like basis* to reflect the performance of investment properties excluding the effect of scope changes. Due to the extension of the financial year by six months up to and including 31 December 2020 and in order to allow comparison with the previous period, the rental income on a like-for-like basis* was calculated on a period of twelve months.

(x €1,000) 01/01/2020 -
31/12/2020
01/01/2019 -
31/12/2019
Rental income 187,535 139,585
- Scope changes -69,508 -22,716
= Rental income on a like-for-like basis* 118,027 116,868

Note 44.3: Operating charges*, operating margin* and EBIT margin*

59 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 58

3,673,347 2,269,744

01/01/2019 - 31/12/2019

31/12/2020

These categories follow the classification specified by IFRS 9:

(see IFRS 9), where changes in fair value are recognised in equity.

Note 44: Alternative Performance Measures (APMs)

– Other' (see Notes 16 and 24).

statements of other companies

information.

portfolio

Note 44.1: Investment properties

Note 44.2: Rental income on a like-for-like basis*

  • category B: assets or liabilities recognised at fair value through net income;

Note 43: Put options granted to non-controlling shareholders

  • category C: assets or liabilities that must be measured at fair value through the net income.

  • category A: financial assets or liabilities (including accounts receivable and loans) carried at amortised cost;

Authorised hedging instruments belong to category C, except for hedging instruments that meet the requirements of hedge accounting

The Company has committed to acquire the non-controlling shareholdings (6% of the share capital) owned by third parties in Aedifica Luxemburg I SCS, Aedifica Luxemburg II SCS, Aedifica Luxemburg III SCS, Aedifica Luxemburg IV SCS, Aedifica Luxemburg V SCS, Aedifica Luxemburg VI SCS and Aedifica Residenzen Nord GmbH, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the liability side of balance sheet on line 'I.C.b. Other non-current financial liabilities

For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica; the aim is to provide readers with a better understanding of the Company's results and performance. The APMs used in this annual financial report are identified with an asterisk (*). The performance measures which are defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements. The definition of the APMs, as applied to Aedifica's financial statements, may differ from those used in the financial

Aedifica uses the performance measures presented below to determine the value of its investment properties; however, these measures are not defined under IFRS. They reflect alternate clustering of investment properties with the aim of providing the reader with the most relevant

(x €1,000) 31/12/2020 30/06/2019

Marketable investment properties 3,615,394 2,264,504 + Right of use of plots of land 51,825 - + Development projects 141,320 51,205 Investment properties 3,808,539 2,315,709 + Assets classified as held for sale 6,128 5,240 Investment properties including assets classified as held for sale*, or real estate portfolio* 3,814,667 2,320,949 - Development projects -141,320 -51,205

Aedifica uses the net rental income on a like-for-like basis* to reflect the performance of investment properties excluding the effect of scope changes. Due to the extension of the financial year by six months up to and including 31 December 2020 and in order to allow comparison with

Rental income 187,535 139,585 - Scope changes -69,508 -22,716 = Rental income on a like-for-like basis* 118,027 116,868

(x €1,000) 01/01/2020 -

Marketable investment properties including assets classified as held for sale*, or investment properties

the previous period, the rental income on a like-for-like basis* was calculated on a period of twelve months.

Aedifica uses operating charges* to aggregate the operating charges*. It represents items IV. to XV. of the income statement.

Aedifica uses the operating margin* and the EBIT margin* to reflect the profitability of its rental activities. They represent the property operating result divided by net rental income and the operating result before result on portfolio divided by net rental income, respectively.

31/12/2020 (18 months)

(x €1,000) Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
Rental income (a) 86,682 49,174 35,537 60,811 27,029 272 0 0 259,505
Net rental income (b) 86,667 49,168 35,144 58,280 26,630 272 0 0 256,161
Property result (c) 86,655 48,802 35,274 58,133 27,081 269 0 0 256,214
Property operating result (d) 86,614 46,750 34,130 53,964 26,168 77 0 0 247,703
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
86,614 46,750 34,130 53,964 26,168 77 -36,081 0 211,622
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 83%
Operating charges* (e)-(b) 44,539

31/12/2020 (12 months - restated period)

(x €1,000) Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
Rental income (a) 58,228 35,625 24,627 41,754 27,029 272 0 0 187,535
Net rental income (b) 58,251 35,623 24,234 39,773 26,630 272 0 0 184,783
Property result (c) 58,236 35,265 24,295 39,627 27,081 269 0 0 184,773
Property operating result (d) 58,181 33,839 23,584 36,779 26,168 77 0 0 178,628
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
58,181 33,838 23,585 36,779 26,168 77 -27,074 0 151,554
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 82%
Operating charges* (e)-(b) 33,229

31/12/2020 (18 months)

(x €1,000) Healthcare real
estate
Apartment
buildings
Hotels Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
Rental income (a) 259,505 0 0 0 0 259,505
Net rental income (b) 256,161 0 0 0 0 256,161
Property result (c) 256,214 0 0 0 0 256,214
Property operating result (d) 247,703 0 0 0 0 247,703
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
247,703 0 0 -36,081 0 211,622
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 83%
Operating charges* (e)-(b) 44,539

Aedifica – Annual Financial Report 2019/2020 – 60

30/06/2019 (12 months)

(x €1,000) Healthcare real
estate
Apartments
buildings
Hotels Non
allocated
Inter
segment
items
TOTAL
SEGMENT RESULT
Rental income (a) 106,545 7,822 4,058 0 -12 118,413
Net rental income (b) 106,520 7,836 4,028 0 -12 118,372
Property result (c) 106,365 7,213 4,045 0 -12 117,611
Property operating result (d) 103,276 4,642 4,020 0 -12 111,926
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
103,049 4,693 4,010 -14,610 0 97,142
Operating margin* (d)/(b) 95%
EBIT margin* (e)/(b) 82%
Operating charges* (e)-(b) 21,230

Note 44.4: Financial result excl. changes in fair value of financial instruments*

Aedifica uses the financial result excl. changes in fair value of financial instruments* to reflect its financial result before the non-cash effect of financial instruments; however, this performance measure is not defined under IFRS. It represents the total of items XX., XXI. and XXII. of the income statement.

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
XX. Financial income 478 488 -247 154
XXI. Net interest charges -33,688 -25,135 -18,204 -17,193
XXII. Other financial charges -5,545 -3,676 -3,515 -3,129
Financial result excl. changes in fair value of financial instruments* -38,755 -28,323 -21,966 -20,168

Note 44.5: Interest rate

Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised interests* and IFRS 16 to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised net interest charges (after or before capitalised interests and IFRS 16) divided by weighted average financial debts.

(x €1,000) 31/12/2020 30/06/2019
XXI. Net interest charges -33,688 -17,193
Capitalised interests 2,491 1,083
Interest cost related to leasing debts booked in accordance with IFRS 16 -824 0
Annualised net interest charges (a) -22,050 -16,957
Net interest charges before annualised capitalised interests and IFRS 16 (b) -23,141 -18,026
Weighted average financial debts (c) 1,457,466 981,467
Average effective interest rate* (a)/(c) 1.5% 1.7%
Average effective interest rate before capitalised interests and IFRS 16* (b)/(c) 1.6% 1.8%

On 31 December 2020, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.7% (30 June 2019: 1.9%).

Note 44.6: Equity

61 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 60

Intersegment items

TOTAL

30/06/2019 (12 months)

Hotels Non-

103,049 4,693 4,010 -14,610 0 97,142

(18 months)

allocated

31/12/2020 (12 months restated period)

31/12/2019 (12 months restated period)

30/06/2019 (12 months)

Rental income (a) 106,545 7,822 4,058 0 -12 118,413 Net rental income (b) 106,520 7,836 4,028 0 -12 118,372 Property result (c) 106,365 7,213 4,045 0 -12 117,611 Property operating result (d) 103,276 4,642 4,020 0 -12 111,926

Operating margin* (d)/(b) 95% EBIT margin* (e)/(b) 82% Operating charges* (e)-(b) 21,230

Aedifica uses the financial result excl. changes in fair value of financial instruments* to reflect its financial result before the non-cash effect of financial instruments; however, this performance measure is not defined under IFRS. It represents the total of items XX., XXI. and XXII. of the

XX. Financial income 478 488 -247 154 XXI. Net interest charges -33,688 -25,135 -18,204 -17,193 XXII. Other financial charges -5,545 -3,676 -3,515 -3,129 Financial result excl. changes in fair value of financial instruments* -38,755 -28,323 -21,966 -20,168

Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised interests* and IFRS 16 to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised net interest

(x €1,000) 31/12/2020 30/06/2019

XXI. Net interest charges -33,688 -17,193 Capitalised interests 2,491 1,083 Interest cost related to leasing debts booked in accordance with IFRS 16 -824 0 Annualised net interest charges (a) -22,050 -16,957 Net interest charges before annualised capitalised interests and IFRS 16 (b) -23,141 -18,026 Weighted average financial debts (c) 1,457,466 981,467 Average effective interest rate* (a)/(c) 1.5% 1.7% Average effective interest rate before capitalised interests and IFRS 16* (b)/(c) 1.6% 1.8%

On 31 December 2020, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.7% (30 June 2019: 1.9%).

Apartments buildings

estate

Note 44.4: Financial result excl. changes in fair value of financial instruments*

(x €1,000) 31/12/2020

charges (after or before capitalised interests and IFRS 16) divided by weighted average financial debts.

(x €1,000) Healthcare real

SEGMENT RESULT

OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e)

income statement.

Note 44.5: Interest rate

Aedifica uses equity excl. changes in fair value of hedging instruments* to reflect equity before non-cash effects of the revaluation of hedging instruments; however, this performance measure is not defined under IFRS. It represents the line 'equity attributable to owners of the parent' without cumulated non-cash effects of the revaluation of hedging instruments.

(x €1,000) 31/12/2020 30/06/2019
Equity attributable to owners of the parent 2,170,311 1,429,549
- Effect of the distribution of the dividend 2018/2019 0 -54,223
Sub-total excl. effect of the distribution of the dividend 2018/2019 2,170,311 1,375,326
- Effect of the changes in fair value of hedging instruments 52,212 50,533
Equity excl. changes in fair value of hedging instruments* 2,222,523 1,425,859

Note 44.7: Key performance indicators according to the EPRA principles

Aedifica supports reporting standardisation, which has been designed to improve the quality and comparability of information. The Company supplies its investors with most of the information recommended by EPRA. The following indicators are considered as APMs:

  • EPRA Earnings* represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. In Aedifica's case, the EPRA Earnings* corresponds perfectly to the result excl. changes in fair value, which has previously been used in Aedifica's financial communication. The EPRA Earnings* is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model recommended by EPRA).
  • EPRA Net Asset Value* represents the line 'equity attributable to owners of the parent' after corrections recommended by the EPRA. It is calculated in the EPRA chapter of the Annual Financial Report.
  • EPRA Triple Net Asset Value* represents the line 'equity attributable to owners of the parent' after corrections recommended by the EPRA. It is calculated in the EPRA chapter of the Annual Financial Report.
  • EPRA Net Reinstatement Value* represents the line 'equity attributable to owners of the parent' after corrections recommended by the EPRA. The EPRA Net Reinstatement Value assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity. It is calculated in the EPRA chapter of the Annual Financial Report.
  • EPRA Net Tangible Assets* represents the line 'equity attributable to owners of the parent' after corrections recommended by the EPRA. The EPRA Net Tangible Assets assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. It is calculated in the EPRA chapter of the Annual Financial Report.
  • EPRA Net Disposal Value* represents the line 'equity attributable to owners of the parent' after corrections recommended by the EPRA. The EPRA Net Disposal Value represents the value accruing to the company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. It is calculated in the EPRA chapter of the Annual Financial Report.
  • EPRA Cost Ratio (including direct vacancy costs)* and EPRA Cost Ratio (excluding direct vacancy costs)* represent aggregate operational costs as recommended by the EPRA. The EPRA Cost Ratios* are calculated in the EPRA chapter of the Annual Financial Report.

Aedifica – Annual Financial Report 2019/2020 – 62

Note 45: Business combinations

During the 2019/2020 financial year, the Group completed the following business combination:

  • 10 January 2020: Aureit Holding Oy, the Finnish subsidiary of the Group, acquired 100% of the shares of Hoivatilat Oyj, a Finnish healthcare real estate investor that develops innovative housing and care concepts in Finland and Sweden.

Information regarding the net asset acquired, goodwill and their consideration are given in the table below.

(x €1,000) Fair value
Intangible assets 109
Investment properties 537,011
Other tangible assets 28,800
Deferred tax assets 591
Trade receivables 406
Tax receivables and other current assets 2,336
Deferred charges and accrued income 1,670
Cash and cash equivalents 16,223
Non-current financial debts -198,492
Other non-current financial liabilities -29,829
Current financial debts -59,507
Other current financial liabilities -1,033
Trade debts and other non-current debts -3,463
Deferred tax liabilities -45,751
Accrued charges and deferred income -3,563
Net asset acquired 245,507
Goodwill 161,726
Consideration 407,233
of which cash consideration 407,233

Aedifica – Annual Financial Report 2019/2020 – 62

Note 45: Business combinations

During the 2019/2020 financial year, the Group completed the following business combination:

real estate investor that develops innovative housing and care concepts in Finland and Sweden.

Information regarding the net asset acquired, goodwill and their consideration are given in the table below.

  • 10 January 2020: Aureit Holding Oy, the Finnish subsidiary of the Group, acquired 100% of the shares of Hoivatilat Oyj, a Finnish healthcare

(x €1,000) Fair value

Intangible assets 109 Investment properties 537,011 Other tangible assets 28,800 Deferred tax assets 591 Trade receivables 406 Tax receivables and other current assets 2,336 Deferred charges and accrued income 1,670 Cash and cash equivalents 16,223 Non-current financial debts -198,492 Other non-current financial liabilities -29,829 Current financial debts -59,507 Other current financial liabilities -1,033 Trade debts and other non-current debts -3,463 Deferred tax liabilities -45,751 Accrued charges and deferred income -3,563 Net asset acquired 245,507 Goodwill 161,726 Consideration 407,233 of which cash consideration 407,233 EY Bedrijfsrevisoren EY Réviseurs d'Entreprises De Kleetlaan 2 B-1831 Diegem

Tel: +32 (0)2 774 91 11 ey.com

Independent auditor's report to the general meeting of Aedifica SA for the year ended 31 December 2020

As required by law and the Company's articles of association, we report to you as statutory auditor of Aedifica SA (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 31 December 2020, the consolidated income Statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement for the year of 18 months ended 31 December 2020 and the disclosures (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered as one report and are inseparable.

We have been appointed as statutory auditor by the shareholders' meeting of 27 October 2017, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2020. We performed the audit of the Consolidated Financial Statements of the Group during 9 consecutive years.

Report on the audit of the Consolidated Financial Statements

Unqualified opinion

We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated balance sheet on 31 December 2020, the consolidated income Statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement of the year and the disclosures, which show a consolidated balance sheet total of € 4.067.175 thousand and of which the consolidated income statement shows a profit for the year of € 173.422 thousand.

In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2020, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.

We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.

We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.

Besloten Vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles – BTW–TVA BE 0446.334.711 – IBAN N° BE71 2100 9059 0069 * handelend in naam van een vennootschap/agissant au nom d'une société

Audit report dated 30 March 2021 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2020 (continued)

These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.

Valuation Investment Properties

Description of the key audit matter

Investment property amounts to a significant part (94%) of the assets of the Group.

In accordance with the accounting policies and IAS 40 standard "Investment property", investment property is valued at fair value, and the changes in the fair value of investment property are recognized in the income statement. The fair value of investment properties belongs to the level 3 of the fair value hierarchy defined within the IFRS 13 standard "Fair Value Measurement", some parameters used for valuation purposes being based on unobservable data (discount rate, future occupancy rate, …).

Summary of the procedures performed

The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal experts). More precisely, we have:

  • assessed the objectivity, the independence and the competence of the external appraisers,
  • tested the integrity of source data (contractual rentals, maturities of the rental contracts, …) used in their calculations,
  • reviewed the models, assumptions and parameters used in their reports (discount rates, future occupancy rates, …), including the impact of Covid-19 on the assumptions and parameters.

Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 22 of the Consolidated Financial Statements.

Valuation Financial Instruments

Description of the key audit matter

The Group uses interest rate swaps (IRS) and options (CAPs) to hedge its interest rate risk on its variable rate debts and has concluded forward exchange rate contracts during the financial year to hedge the risk of exchange rate fluctuations. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders' equity. As a matter of fact, in accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 of the fair value hierarchy defined by IFRS 13 "Fair Value Measurement"). The changes in fair value are recognized in the income statements except for some IRS for which the Group applies hedge accounting ("cash-flow hedging"), which allows to record most of the changes in fair value in the caption of the shareholders' equity ("Reserve for the balance of changes in fair value of authorized hedging instruments qualifying for hedge accounting as defined under IFRS"). The audit risk appears on the one hand in the valuation of these derivatives and on the other hand in the application of hedge accounting.

  • Summary of the procedures performed
  • We have compared the fair values of the derivatives with the values communicated by the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist.
  • Regarding the correct application of hedge accounting, we have reviewed the effectiveness tests performed by the external specialist involved by the Group and we have compared the volume of derivatives subject to hedge accounting with the volume of the variable rate debts projected on the future accounting years in order to identify any potential overhedging which could potentially jeopardize the application of hedge accounting.

2

Audit report dated 30 March 2021 on the Consolidated Financial

Description of the key audit matter

The Group uses interest rate swaps (IRS) and options (CAPs) to hedge its interest rate risk on its variable rate debts and has concluded forward exchange rate contracts during the financial year to hedge the risk of exchange rate fluctuations. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders' equity. As a matter of fact, in accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 of the fair value hierarchy defined by IFRS 13 "Fair Value Measurement"). The changes in fair value are recognized in the income statements except for some IRS for which the Group applies hedge accounting ("cash-flow hedging"), which allows to record most of the changes in fair value in the caption of the shareholders' equity ("Reserve for the balance of changes in fair value of authorized

hedging instruments qualifying for hedge accounting as defined under IFRS"). The audit risk appears on the one hand in the valuation of these derivatives and on the other hand in the

Summary of the procedures performed

• We have compared the fair values of the

the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist.

• Regarding the correct application of hedge accounting, we have reviewed the

effectiveness tests performed by the external specialist involved by the Group and we have compared the volume of derivatives subject to hedge accounting with the volume of the variable rate debts projected on the future accounting years in order to identify any potential overhedging which could potentially jeopardize the application of

derivatives with the values communicated by

application of hedge accounting.

hedge accounting.

Valuation Financial Instruments

These matters were addressed in the context of

Statements as a whole and in forming our opinion thereon, and consequently we do not provide a

Investment property amounts to a significant part

In accordance with the accounting policies and IAS 40 standard "Investment property",

investment property is valued at fair value, and the changes in the fair value of investment property are recognized in the income statement. The fair value of investment properties belongs to the level 3 of the fair value hierarchy defined within the IFRS 13 standard "Fair Value Measurement", some parameters used for valuation purposes being based on unobservable data (discount rate, future occupancy rate, …).

Summary of the procedures performed

The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal experts).

• assessed the objectivity, the independence and the competence of the external

(contractual rentals, maturities of the rental contracts, …) used in their calculations,

parameters used in their reports (discount rates, future occupancy rates, …), including the impact of Covid-19 on the assumptions

Finally, we have assessed the appropriateness of

investment properties disclosed in note 22 of the

the information on the fair value of the

Consolidated Financial Statements.

• tested the integrity of source data

• reviewed the models, assumptions and

More precisely, we have:

and parameters.

appraisers,

our audit of the Consolidated Financial

Description of the key audit matter

separate opinion on these matters.

Valuation Investment Properties

(94%) of the assets of the Group.

Statements of Aedifica SA as of and for the year

ended 31 December 2020 (continued)

2

Audit report dated 30 March 2021 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2020 (continued)

• Finally, we have assessed the appropriateness of the information on the financial instruments disclosed in note 33 of the Consolidated Financial Statements.

Goodwill impairment

Description of the key audit matter

Aedifica has been holding a stake in its Finnish subsidiary Hoivatilat since January 2020. In obtaining this participation, an amount higher than the equity of Hoivatilat was paid. This results in the inclusion of a goodwill in Aedifica NV's consolidated financial statements amounting to EUR 161,7 million. Management's assessment of potential impairments on this goodwill recorded is based on a discounted cash flow method (DCF) of the underlying participation in Hoivatilat, which is based on budgets approved by the Board of Directors of the subsidiary concerned. This requires judgments and assessments by management of the assumptions used, including the determination of Hoivatilat's future cash flows and also the determination of the discount rate used, which are complex and subjective. Changes in these assumptions could lead to material changes in the estimated value, which may have a potential effect on potential impairments that need to be recorded at the level of goodwill.

  • Summary of the procedures performed
    • Review of management's process to identify the impairment indicators;
    • Assessment of the methods used by management to determine Hoivatilat's recoverable value;
    • Assessment of the reasonableness of the assumptions used in the management's assessment of the recoverable values (with the help of internal specialists);
    • Assessing the reasonableness of future cash flows included in the goodwill valuation test based on historical results and the available business plan;
    • Verify that future cash flows are based on business plans approved by the Board of Directors;
  • Testing the mathematical accuracy of valuation models;
  • Assessment of management's sensitivity analysis;
  • Analysis of the adequacy and completeness of the notes included in note 20 of the consolidated financial statements.

Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.

Our responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

3

Audit report dated 30 March 2021 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2020 (continued)

As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:

  • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors;
  • conclude on the appropriateness of the Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated

Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;

• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.

We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.

We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.

4

Audit report dated 30 March 2021 on the Consolidated Financial

as a going-concern;

As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We

• identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion,

also perform the following tasks:

forgery, intentional omissions,

Company's internal control;

• evaluating the selected and applied

accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying

• conclude on the appropriateness of the

information given by the Board of Directors;

Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated

internal control;

misrepresentations, or the override of

• obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Statements of Aedifica SA as of and for the year

Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue

• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a

true and fair view of the underlying

We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to

We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related

From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or

transactions and events.

that we identify during our audit.

be carried out for group entities.

safeguards.

regulations prohibit this.

ended 31 December 2020 (continued)

Audit report dated 30 March 2021 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2020 (continued)

Report on other legal and regulatory requirements

Responsibilities of the Board of Directors

The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, and other information included in the annual report.

Responsibilities of the auditor

In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, and other information included in the annual report, as well as to report on these matters.

Aspects relating to Board of Directors' report and other information included in the annual report

In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.

In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:

  • Summary of the consolidated financial statements of 31 December 2020 p.46-53
  • EPRA p.63-70

4

contain any material inconsistencies or contains information that is inaccurate or otherwise

misleading. In light of the work performed, there are no material inconsistencies to be reported. In addition, we do not provide any assurance regarding the Board of Directors' report and other information included in the annual report.

Independence matters

Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.

The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.

Other communications.

• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.

Brussels, 30 March 2021

EY Bedrijfsrevisoren BV Statutory auditor Represented by

Joeri Klaykens * Partner *Acting on behalf of a BV/SRL

5

21JK0244

AEDIFICA - ANNUAL FINANCIAL REPORT 2019/2020

2. Abridged Statutory Financial Statements 2019/2020

The Abridged Statutory Financial Statements of Aedifica NV/SA, prepared under IFRS, are summarised below in accordance with Article 3:17 of Belgian Companies and Associations Code. The unabridged Statutory Financial Statements of Aedifica NV/SA, its Management Report and its Auditors' Report will be registered at the National Bank of Belgium within the legal deadlines. These documents will also be available for free on the Company's website (www.aedifica.eu) or on request at the Company's headquarters.

The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica NV/SA.

Abridged Statutory Income Statement

69 – Aedifica – Annual Financial Report 2019/2020

Year ending on 31 December (x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months -
restated
period)
31/12/2019
(12 months -
restated
period)
30/06/2019
(12 months)
I. Rental income 110,255 74,744 69,280 66,227
II. Writeback of lease payments sold and discounted 0 0 0 0
III. Rental-related charges -67 23 -121 -34
Net rental income 110,188 74,767 69,159 66,193
IV. Recovery of property charges 0 0 0 0
V. Recovery of rental charges and taxes normally paid by tenants on let
properties
1,608 1,377 1,035 1,175
VI. Costs payable by the tenant and borne by the landlord on rental damage and
repair at end of lease
0 0 0 0
VII. Rental charges and taxes normally paid by tenants on let properties -1,608 -1,377 -1,035 -1,175
VIII. Other rental-related income and charges -107 -79 -58 -12
Property result 110,081 74,688 69,101 66,181
IX. Technical costs -264 -181 -250 -429
X. Commercial costs 0 0 0 -1
XI. Charges and taxes on unlet properties 0 0 -2 -8
XII. Property management costs -822 -601 -584 -622
XIII. Other property charges 201 65 173 35
Property charges -717 -663 -1,025
Property operating result 109,196 73,971 68,438 65,156
XIV. Overheads -21,950 -14,848 -13,181 -11,249
XV. Other operating income and charges 3,995 1,929 3,336 5,977
Operating result before result on portfolio 91,241 61,051 58,594 59,884
XVI.
Gains and losses on disposals of investment properties
0 0 3,736 10,584
XVII. Gains and losses on disposals of other non-financial assets 0 0 0 0
XVIII. Changes in fair value of investment properties 38,635 19,308 30,157 15,117
XIX. Other result on portfolio -781 462 -1,526 1,147
Operating result 129,095 80,822 90,960 86,732
XX. Financial income 98,693 64,521 55,152 30,517
XXI. Net interest charges -31,362 -22,556 -18,247 -16,836
XXII. Other financial charges -5,218 -3,128 -8,189 -7,448
XXIII. Changes in fair value of financial assets and liabilities -858 -4,620 -1,081 -3,977
Net finance costs 61,255 34,218 27,635 2,256
XXIV. Share in the profit or loss of associates and joint ventures accounted for using
the equity method
3,066 1,144 6,599 4,677
Profit before tax (loss) 193,416 116,183 125,195 93,665
XXV. Corporate tax -6,615 -5,040 -3,134 -2,976
XXVI. Exit tax 0 0 0 0
Tax expense -5,040 -3,134 -2,976
Profit (loss) 186,801 111,143 122,060 90,689
Basic earnings per share (€) 7.05
7.05
4.05 5.43 4.71
Diluted earnings per share (€) 4.05 5.43 4.71

Aedifica – Annual Financial Report 2019/2020 – 70

Abridged Statutory Statement of Comprehensive Income

Year ending on 31 December (x €1,000) 31/12/2020
(18 months)
30/06/2019
(12 months)
I. Profit (loss) 186,801 90,689
II. Other comprehensive income recyclable under the income statement
A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment
properties
0 0
B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under
IFRS
-3,419 -9,619
D. Currency translation differences linked to conversion of foreign activities 0 0
H. Other comprehensive income, net of taxes 5,150 1,107
Comprehensive income 188,532 82,177

Abridged Statutory Balance Sheet

ASSETS 30/06/2019
Year ending on 31 December (x €1,000)
I. Non-current assets
A. Goodwill 0 0
B. Intangible assets 1,716 407
C. Investment properties 1,421,696 1,155,569
D. Other tangible assets 2,519 1,280
E. Non-current financial assets 2,121,515 1,082,810
F. Finance lease receivables 0 0
G. Trade receivables and other non-current assets 0 0
H. Deferred tax assets 0 0
Total non-current assets 2,240,066
II. Current assets
A. Assets classified as held for sale 165 0
B. Current financial assets 0 0
C. Finance lease receivables 0 0
D. Trade receivables 8,310 7,668
E. Tax receivables and other current assets 6,049 19,889
F. Cash and cash equivalents 3,815 8,677
G. Deferred charges and accrued income 780 1,035
Total current assets 37,269
TOTAL ASSETS 2,277,335

71 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 70

(18 months)

30/06/2019 (12 months)

0 0

-3,419 -9,619

Abridged Statutory Statement of Comprehensive Income

II. Other comprehensive income recyclable under the income statement

Abridged Statutory Balance Sheet

Year ending on 31 December (x €1,000)

I. Non-current assets

II. Current assets

properties

IFRS

Year ending on 31 December (x €1,000) 31/12/2020

A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment

B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under

I. Profit (loss) 186,801 90,689

D. Currency translation differences linked to conversion of foreign activities 0 0 H. Other comprehensive income, net of taxes 5,150 1,107 Comprehensive income 188,532 82,177

ASSETS 31/12/2020 30/06/2019

A. Goodwill 0 0 B. Intangible assets 1,716 407 C. Investment properties 1,421,696 1,155,569 D. Other tangible assets 2,519 1,280 E. Non-current financial assets 2,121,515 1,082,810 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 0 0 Total non-current assets 3,547,446 2,240,066

A. Assets classified as held for sale 165 0 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 8,310 7,668 E. Tax receivables and other current assets 6,049 19,889 F. Cash and cash equivalents 3,815 8,677 G. Deferred charges and accrued income 780 1,035 Total current assets 19,119 37,269

TOTAL ASSETS 3,566,565 2,277,335

EQUITY AND LIABILITIES 31/12/2020 30/06/2019
Year ending on 31 December (x €1,000)
EQUITY
A. Capital 836,401 624,713
B. Share premium account 1,054,109 565,068
C. Reserves 69,562 106,675
a. Legal reserve 0 0
b. Reserve for the balance of changes in fair value of investment properties 181,026 147,529
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties -26,769 -21,924
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge
accounting as defined under IFRS
-23,233 -24,960
e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for
hedge accounting as defined under IFRS
-22,964 -18,991
f. Reserve of exchange differences relating to foreign currency monetary items -4,746 0
g. Foreign currency translation reserves 0 0
h. Reserve for treasury shares 0 0
k. Reserve for deferred taxes on investment properties located abroad -2,630 -1,694
m. Other reserves -1,805 796
n. Result brought forward from previous years -33,712 25,919
o. Reserve- share NI & OCI of equity method invest 4,395 0
D. Profit (loss) of the year 186,801 90,689
TOTAL EQUITY 2,146,873 1,387,145
LIABILITIES
I. Non-current liabilities
A. Provisions 0 0
B. Non-current financial debts 828,953 547,825
a. Borrowings 752,068 532,858
c. Other 76,885 14,967
C. Other non-current financial liabilities 50,193 47,425
a. Authorised hedges 48,998 47,425
b. Other 1,195 0
D. Trade debts and other non-current debts 0 0
E. Other non-current liabilities 0 0
F. Deferred tax liabilities 7,736 4,126
Non-current liabilities 886,882 599,376
II. Current liabilities
A. Provisions 0 0
B. Current financial debts 516,210 271,192
a. Borrowings 266,210 171,192
c. Other 250,000 100,000
C. Other current financial liabilities 441 0
D. Trade debts and other current debts 12,245 16,325
a. Exit tax 315 500
b. Other 11,930 15,825
E. Other current liabilities 0 0
F. Accrued charges and deferred income 3,914 3,297
Total current liabilities 532,810 290,814
TOTAL LIABILITIES 1,419,692 890,190
TOTAL EQUITY AND LIABILITIES 3,566,565 2,277,335

Aedifica – Annual Financial Report 2019/2020 – 72

Abridged Statutory Statement of Changes in Equity

(x €1,000) 01/07/2018 Capital
increase
in cash
Capital
increase
in kind
Interim
dividend
Acquisitions
/ disposals
of treasury
shares
Consolidated
comprehensive
income
Appropriation
of the
previous
year's result
Other
transfer
relating
to asset
disposals
Transfers
between
reserves
Other and
roundings
30/06/2019
Capital 465,126 153,002 6,585 0 0 0 0 0 0 0 624,713
Share premium account 297,569 255,796 11,702 0 0 0 0 0 0 0 565,068
Reserves 97,333 0 0 0 0 -8,513 17,855 0 0 0 106,674
a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
b. Reserve for the
balance of changes in
fair value of
investment properties
137,099 0 0 0 0 0 14,993 -4,564 0 0 147,528
c. Reserve for
estimated transaction
costs resulting from
hypothetical disposal
of investment
properties
-23,130 0 0 0 0 0 -2,563 3,769 0 0 -21,924
d. Reserve for the
balance of changes in
fair value of authorised
hedging instruments
qualifying for hedge
accounting as defined
under IFRS
-16,436 0 0 0 0 -8,513 -11 0 0 0 -24,960
e. Reserve for the
balance of changes in
fair value of authorised
hedging instruments
not qualifying for
hedge accounting as
defined under IFRS
-17,659 0 0 0 0 0 -1,332 0 0 0 -18,991
f. Reserve of
exchange differences
relating to foreign
currency monetary
items
0 0 0 0 0 0 0 0 0 0 0
g. Foreign currency 0 0 0 0 0 0 0 0 0 0 0
translation reserves
h. Reserve for treasury
0 0 0 0 0 0 0 0 0 0 0
shares
k. Reserve for
deferred taxes on
investment properties
located abroad
-996 0 0 0 0 0 -698 0 0 0 -1,694
m. Other reserves -1,955 0 0 0 0 0 1,957 796 0 0 796
n. Result brought
forward from previous
years
20,410 0 0 0 0 0 5,509 0 0 0 25,920
o. Reserve- share NI &
OCI of equity method
invest
0 0 0 0 0 0 0 0 0 0 0
Profit (loss) 63,357 0 0 0 0 90,690 -63,357 0 0 0 90,689
TOTAL EQUITY 923,385 408,798 18,287 0 0 82,177 -45,502 0 0 0 1,387,144

73 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 72

Transfers between reserves

Other and roundings

30/06/2019

Abridged Statutory Statement of Changes in Equity

Capital increase in kind

Interim dividend

Acquisitions / disposals of treasury shares

Capital 465,126 153,002 6,585 0 0 0 0 0 0 0 624,713 Share premium account 297,569 255,796 11,702 0 0 0 0 0 0 0 565,068 Reserves 97,333 0 0 0 0 -8,513 17,855 0 0 0 106,674 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0

Consolidated comprehensive income

137,099 0 0 0 0 0 14,993 -4,564 0 0 147,528

-23,130 0 0 0 0 0 -2,563 3,769 0 0 -21,924

-16,436 0 0 0 0 -8,513 -11 0 0 0 -24,960

-17,659 0 0 0 0 0 -1,332 0 0 0 -18,991

0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0

-996 0 0 0 0 0 -698 0 0 0 -1,694

20,410 0 0 0 0 0 5,509 0 0 0 25,920

0 0 0 0 0 0 0 0 0 0 0

m. Other reserves -1,955 0 0 0 0 0 1,957 796 0 0 796

Profit (loss) 63,357 0 0 0 0 90,690 -63,357 0 0 0 90,689 TOTAL EQUITY 923,385 408,798 18,287 0 0 82,177 -45,502 0 0 0 1,387,144

Appropriation of the previous year's result

Other transfer relating to asset disposals

increase in cash

(x €1,000) 01/07/2018 Capital

b. Reserve for the balance of changes in fair value of investment properties

c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties

d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS

e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS

f. Reserve of exchange differences relating to foreign currency monetary

g. Foreign currency translation reserves

h. Reserve for treasury

items

shares

years

invest

k. Reserve for deferred taxes on investment properties located abroad

n. Result brought forward from previous

o. Reserve- share NI & OCI of equity method

(x €1,000) 01/07/2019 Capital
increase
in cash
Capital
increase
in kind
Interim
dividend
Acquisition
s /
disposals of
treasury
shares
Consolidated
comprehensive
income
Appropriati
on of the
previous
year's
result
Other
transfer
relating
to asset
disposals
Transfers
between
reserves
Other and
roundings
31/12/2020
Capital 624,713 198,311 13,377 0 0 0 0 0 0 0 836,401
Share premium account 565,068 455,814 33,227 0 0 0 0 0 0 0 1,054,109
Reserves 106,675 0 0 -75,309 0 1,731 36,466 0 0 -1 69,562
a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
b. Reserve for the
balance of changes
in fair value of
investment
properties
147,528 0 0 0 0 0 31,702 1,796 0 1 181,027
c. Reserve for
estimated
transaction costs
resulting from
hypothetical disposal
of investment
properties
-21,924 0 0 0 0 0 -4,854 10 0 -1 -26,769
d. Reserve for the
balance of changes
in fair value of
authorised hedging
instruments
qualifying for hedge
accounting as
defined under IFRS
-24,960 0 0 0 0 1,731 -4 0 0 0 -23,233
e. Reserve for the
balance of changes
in fair value of
authorised hedging
instruments not
qualifying for hedge
accounting as
defined under IFRS
-18,991 0 0 0 0 0 -3,973 0 0 0 -22,964
f. Reserve of
exchange
differences relating
to foreign currency
monetary items
0 0 0 0 0 0 -4,745 0 0 -1 -4,746
g. Foreign currency 0 0 0 0 0 0 0 0 0 0 0
translation reserves
h. Reserve for
0 0 0 0 0 0 0 0 0 0 0
treasury shares
k. Reserve for
deferred taxes on
investment
properties located
abroad
-1,694 0 0 0 0 0 -936 0 0 0 -2,630
m. Other reserves 796 0 0 0 0 0 -796 -1,806 0 0 -1,806
n. Result brought
forward from
previous years
25,920 0 0 -75,309 0 0 20,072 0 -4,395 0 -33,712
o. Reserve- share NI
& OCI of equity
method invest
0 0 0 0 0 0 0 0 4,395 0 4,395
Profit (loss) 90,689 0 0 0 0 186,801 -90,689 0 0 0 186,801
TOTAL EQUITY 1,387,145 654,125 46,604 -75,309 0 188,532 -54,223 0 0 -1 2,146,873

Aedifica – Annual Financial Report 2019/2020 – 74

Abridged Statutory Appropriation Account

PROPOSED APPROPRIATION 31/12/2020 30/06/2019
Year ending on 31 December (x €1,000)
A. Profit (loss) 186,801 90,689
B. Transfer to/from the reserves 42,286 20,381
1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties
(-/+)
44,498 31,703
2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment
properties (-/+)
-5,863 -4,854
3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments
qualifying for hedge accounting (-)
-3 -4
4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments
qualifying for hedge accounting (+)
0 0
5. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not
qualifying for hedge accounting (-)
-856 -3,973
6. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not
qualifying for hedge accounting (+)
0 0
7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-
/+)
4,816 -4,746
8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) -3,611 -936
9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) 0 0
10. Transfer to/from other reserves (-/+) 1,806 3,599
11. Transfer to/from the result carried forward of the previous years (-/+) 0 -408
12. Transfer to the reserve- share NI & OCI of equity method invest 1,499 0
C. Remuneration of the capital provided in article 13, § 1, para. 1 111,723 51,303
D. Remuneration of the capital - other than C 10,767 2,920
Proposed remuneration of the capital (C + D) 122,490 54,223
Result to be carried forward 22,025 16,085
SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE 31/12/2020 30/06/2019
7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE
(x €1,000)
Paid-up capital or, if greater, subscribed capital (+) 836,401 624,713
Share premium account unavailable for distribution according to the Articles of Association (+) 1,054,109 565,068
Reserve for positive balance of changes in fair value of investment properties (+) 191,087 152,453
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting
as defined under IFRS (+/-)
-24,967 -24,964
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge
accounting as defined under IFRS (+/-)
-23,820 -22,964
Reserve of the balance of currency translation differences on monetary assets and liabilities (+) 70 0
Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) 0 0
Reserve for the balance of changes in fair value of financial assets available for sale (+/-) 0 0
Reserve for actuarial differences of defined benefits pension plans (+) 0 0
Reserve of the fiscal latencies related to investment properties abroad (+) 0 0
Reserve of the received dividends aimed at the reimbursement of financial debts (+) 0 0
Other reserves declared as non-distributable by the general meeting (+) 0 0
Reserve- share NI & OCI of equity method invest 5,894 4,395
Legal reserve (+) 0 0
Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and
Associations Code
2,038,774 1,298,701
Net asset 2,222,182 1,387,145
Interim dividend -75,309 0
Final dividend -47,181 -54,223
Net asset after distribution 2,099,692 1,332,922
Headroom after distribution 60,918 34,221

Corrected profit as defined in the Royal Decree of 13 July 2014

The corrected profit as defined in the Royal Decree of 13 July 2014 is calculated as follows, based on the Statutory Accounts:

(x €1,000) 31/12/2020 30/06/2019
Profit (loss) 186,801 90,689
Depreciation 1,780 507
Write-downs 15 24
Other non-cash items -10,308 -1,390
Gains and losses on disposals of investment properties 0 -10,584
Changes in fair value of investment properties -38,635 -15,117
Roundings 0 0
Corrected profit 139,653 64,129
Denominator° (in shares) 26,628,340 19,365,386
CORRECTED PROFIT PER SHARE° (in € per share) 5.24 3.31
Interim dividend 75,309 0
Final dividend 47,181 54,223
Total proposed dividend 122,490 54,223
PAY-OUT RATIO (MIN. 80%) 88% 85%

° Based on the rights to the dividend for the shares issued during the year.

75 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 74

44,498 31,703

-5,863 -4,854

-3 -4

0 0

0 0

-856 -3,973

4,816 -4,746

31/12/2020 30/06/2019

-24,967 -24,964

-23,820 -22,964

2,038,774 1,298,701

Abridged Statutory Appropriation Account

Year ending on 31 December (x €1,000)

qualifying for hedge accounting (-)

qualifying for hedge accounting (+)

qualifying for hedge accounting (-)

qualifying for hedge accounting (+)

(-/+)

/+)

(x €1,000)

as defined under IFRS (+/-)

Associations Code

accounting as defined under IFRS (+/-)

properties (-/+)

PROPOSED APPROPRIATION 31/12/2020 30/06/2019

A. Profit (loss) 186,801 90,689 B. Transfer to/from the reserves 42,286 20,381

  1. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) -3,611 -936 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) 0 0 10. Transfer to/from other reserves (-/+) 1,806 3,599 11. Transfer to/from the result carried forward of the previous years (-/+) 0 -408 12. Transfer to the reserve- share NI & OCI of equity method invest 1,499 0 C. Remuneration of the capital provided in article 13, § 1, para. 1 111,723 51,303 D. Remuneration of the capital - other than C 10,767 2,920 Proposed remuneration of the capital (C + D) 122,490 54,223 Result to be carried forward 22,025 16,085

Paid-up capital or, if greater, subscribed capital (+) 836,401 624,713 Share premium account unavailable for distribution according to the Articles of Association (+) 1,054,109 565,068 Reserve for positive balance of changes in fair value of investment properties (+) 191,087 152,453

Reserve of the balance of currency translation differences on monetary assets and liabilities (+) 70 0 Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) 0 0 Reserve for the balance of changes in fair value of financial assets available for sale (+/-) 0 0 Reserve for actuarial differences of defined benefits pension plans (+) 0 0 Reserve of the fiscal latencies related to investment properties abroad (+) 0 0 Reserve of the received dividends aimed at the reimbursement of financial debts (+) 0 0 Other reserves declared as non-distributable by the general meeting (+) 0 0 Reserve- share NI & OCI of equity method invest 5,894 4,395 Legal reserve (+) 0 0

Net asset 2,222,182 1,387,145 Interim dividend -75,309 0 Final dividend -47,181 -54,223 Net asset after distribution 2,099,692 1,332,922

Headroom after distribution 60,918 34,221

  1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties

  2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment

  3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments

  4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments

  5. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not

  6. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not

  7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-

SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE

Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting

Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and

Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge

7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

Abridged statutory statement of changes in equity after appropriation of the year's result

(x €1,000) Equity as per
31/12/2020
Proposed result's
appropriation
Equity as per
31/12/2020 after
proposed result's
appropriation
Capital 836,401 0 836,401
Share premium account 1,054,109 0 1,054,109
Reserves 69,562 186,801 256,363
a. Legal reserve 0 0 0
b. Reserve for the balance of changes in fair value of investment
properties
181,027 44,498 225,525
c. Reserve for estimated transaction costs resulting from hypothetical
disposal of investment properties
-26,769 -5,863 -32,632
d. Reserve for the balance of changes in fair value of authorised hedging
instruments qualifying for hedge accounting as defined under IFRS
-23,233 -3 -23,236
e. Reserve for the balance of changes in fair value of authorised hedging
instruments not qualifying for hedge accounting as defined under IFRS
-22,964 -856 -23,820
f. Reserve of exchange differences relating to foreign currency monetary
items
-4,746 4,816 70
g. Foreign currency translation reserves 0 0 0
h. Reserve for treasury shares 0 0 0
k. Reserve for deferred taxes on investment properties located abroad -2,630 -3,611 -6,241
m. Other reserves -1,806 1,806 0
n. Result brought forward from previous years -33,712 144,515 110,803
o. Reserve- share NI & OCI of equity method invest 4,395 1,499 5,894
Profit (loss) 186,801 -186,801 0
TOTAL EQUITY 2,146,873 0 2,146,873

Aedifica – Annual Financial Report 2019/2020 – 76

Standing Documents

1. General information

1.1 Company name (Article 1 of the Articles of Association)

The legal form of the Company is that of a public limited liability company with the name 'AEDIFICA'.

The Company is a public regulated real estate company ('PRREC'), subject to the Belgian Act of 12 May 2014 on regulated real estate companies, as amended from time to time (the 'RREC Act'), whose shares are admitted to trading on a regulated market.

The company name and all of the documents which it produces, contain the words 'public regulated real estate company under Belgian law', or 'public RREC under Belgian law' or 'PRREC under Belgian law', or are immediately followed by these words.

The Company is subject to the RREC Act and to the Royal Decree of 13 July 2014 regulating real estate companies, as amended from time to time (the 'RREC Royal Decree') (the 'RREC Act' and the 'RREC Royal Decree' are hereafter together referred to as the 'RREC Legislation').

1.2 Registered office, e-mail address and website (Article 2 of the Articles of Association)

The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11).

The Board of Directors is authorised to transfer the registered office within Belgium to the extent that such transfer does not require a change in the language of the Articles of Association to comply with the applicable language legislation. Such a decision does not require an amendment of the Articles of Association, unless the registered office of the Company is transferred to another Region. In the latter case the Board of Directors is authorised to decide on the amendment of the Articles of Association. If, as a result of the transfer of the registered office, the language of the Articles of Association has to be changed, only the general meeting can take this decision, taking into account the requirements for an amendment of the Articles of Association.

The Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means of a simple resolution of the Board of Directors.

The Company can, in application of and within the limits of Article 2:31 of the Code of companies and associations, be contacted at the following e-mail address: [email protected]. The Board of Directors may change the Company's e-mail address in accordance with the Code of companies and associations.

The Company's website is: www.aedifica.eu.

1.3 Constitution, legal form and publication

Aedifica was set up as a limited liability company incorporated under Belgian law (Société Anonyme/Naamloze Vennootschap) by Degroof Bank SA and GVA Finance SCA, by deed enacted on 7 November 2005 by Notary Bertrand Nerincx, Notary in Brussels, published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061. Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances (CBFA), which became the FSMA, on

1.4 Registry of Legal Entities

The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or 'R.P.M.' in French / 'R.P.R.' in Dutch) under No. 0877.248.501.

1.5 Duration (Article 5 of the Articles of Association)

8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.

The Company is incorporated for an indefinite duration.

1.6 Purpose (Article 3 of the Articles of Association)

The sole object of the Company is:

  • (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and
  • (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be understood as 'real estate' within the meaning of the RREC Legislation;
  • (c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more:

-(i) DBF-agreements, the so-called 'Design, Build, Finance' agreements;

77 – Aedifica – Annual Financial Report 2019/2020

  • -(ii) DB(F)M-agreements, the so-called 'Design, Build, (Finance) and Maintain' agreements;
  • -(iii) DBF(M)O-agreements, the so-called 'Design, Build, Finance, (Maintain) and Operate' agreements; and/or
  • -(iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which:
    • -(i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and
    • -(ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and
  • (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation, where applicable in cooperation with third parties:
    • -(i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods;
    • -(ii) utilities for transport, distribution, storage or purification of water and associated goods;
    • -(iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or
    • -(iv) waste and incineration plants and associated goods.

In the context of making available immovable property, the Company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property.

As an additional or temporary activity, the Company may invest in securities that are not real estate within the meaning of the RREC Legislation, insofar as these securities may be traded on a regulated market. These investments will be made in accordance with the risk management policy adopted by the Company and will be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be traded easily.

The Company may moreover carry out hedging transactions, insofar as the latter's exclusive object is to cover interest rate and exchange rate risks within the context of the financing and administration of the activities of the Company as referred to in the RREC Act, to the exclusion of any speculative transactions.

The Company may lease out or take a lease on (under finance leases) one or more immovable properties. Leasing out (under finance leases) immovable property with an option to purchase may only be carried out as an additional activity, unless the immovable properties are intended for purposes of public interest, including social housing and education (in this case, the activity may be carried out as main activity).

The Company may carry out all transactions and studies relating to all real estate as described above, and may perform all acts relating to real estate, such as purchase, refurbishment, laying out, letting, furnished letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and have dealings with all enterprises with a corporate object that is similar to or complements its own by way of merger or otherwise, insofar as these acts are permitted under the RREC Legislation and, generally, perform all acts that are directly or indirectly related to its object.

1.7 Prohibitions (Article 4 of the Articles of Association)

The Company may not:

Aedifica – Annual Financial Report 2019/2020 – 76

Standing Documents

The Company is a public regulated real estate company ('PRREC'), subject to the Belgian Act of 12 May 2014 on regulated real estate companies,

The company name and all of the documents which it produces, contain the words 'public regulated real estate company under Belgian law', or

The Company is subject to the RREC Act and to the Royal Decree of 13 July 2014 regulating real estate companies, as amended from time to time (the 'RREC Royal Decree') (the 'RREC Act' and the 'RREC Royal Decree' are hereafter together referred to as the 'RREC Legislation').

The Board of Directors is authorised to transfer the registered office within Belgium to the extent that such transfer does not require a change in the language of the Articles of Association to comply with the applicable language legislation. Such a decision does not require an amendment of the Articles of Association, unless the registered office of the Company is transferred to another Region. In the latter case the Board of Directors is authorised to decide on the amendment of the Articles of Association. If, as a result of the transfer of the registered office, the language of the Articles of Association has to be changed, only the general meeting can take this decision, taking into account the requirements for an amendment

The Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means of a simple resolution of the

The Company can, in application of and within the limits of Article 2:31 of the Code of companies and associations, be contacted at the following e-mail address: [email protected]. The Board of Directors may change the Company's e-mail address in accordance with the Code of

Aedifica was set up as a limited liability company incorporated under Belgian law (Société Anonyme/Naamloze Vennootschap) by Degroof Bank SA and GVA Finance SCA, by deed enacted on 7 November 2005 by Notary Bertrand Nerincx, Notary in Brussels, published in the annexes to

Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances (CBFA), which became the FSMA, on

The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or 'R.P.M.' in French / 'R.P.R.' in Dutch) under No. 0877.248.501.

  • (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the

  • (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be

  • (c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in

accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more:

the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061.

1.2 Registered office, e-mail address and website (Article 2 of the Articles of Association)

1.1 Company name (Article 1 of the Articles of Association)

The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11).

8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.

1.5 Duration (Article 5 of the Articles of Association)

1.6 Purpose (Article 3 of the Articles of Association)

understood as 'real estate' within the meaning of the RREC Legislation;

The Company is incorporated for an indefinite duration.

provisions of the RREC Legislation; and

The legal form of the Company is that of a public limited liability company with the name 'AEDIFICA'.

as amended from time to time (the 'RREC Act'), whose shares are admitted to trading on a regulated market.

'public RREC under Belgian law' or 'PRREC under Belgian law', or are immediately followed by these words.

  1. General information

of the Articles of Association.

companies and associations.

The Company's website is: www.aedifica.eu.

1.4 Registry of Legal Entities

The sole object of the Company is:

1.3 Constitution, legal form and publication

Board of Directors.

  • act as a real estate promotor within the meaning of the RREC Legislation, with the exception of occasional transactions;
  • participate in a firm underwriting or guarantee syndicate;
  • lend stock, with the exception of loans which are carried out in accordance with the provisions and under the conditions of the royal decree of 7 March 2006;
  • acquire stock which is issued by a company or a private law association which has been declared bankrupt, has entered into an amicable settlement with its creditors, is the subject of a corporate reorganisation, has received a suspension of payment or which has been the subject of similar measures in another country;
  • provide contractual arrangements or provisions in the Articles of Association with respect to the perimeter companies that would affect its voting power pursuant to the applicable law in function of a participation of 25% plus one share.

Aedifica – Annual Financial Report 2019/2020 – 78

1.8 Financial year (Article 28 of the Articles of Association)

The financial year begins on the first of January of each year and ends on the thirty-first of December each year. The Board of Directors draws up an inventory and the annual accounts at the end of each financial year.

The annual and semi-annual financial reports of the company, which contain its consolidated accounts and the statutory auditor's report, are made available to the shareholders, in accordance with the provisions that apply to issuers of financial instruments that are admitted to trading on a regulated market and the RREC Legislation.

The annual and semi-annual financial reports of the Company and the annual accounts are published on the Company's website. The shareholders are entitled to obtain a free copy of the annual and semi-annual financial reports at the registered office.

1.9 General meetings (Article 19 and 20 of the Articles of Association)

The ordinary general meeting will be held on the second Tuesday of May at 3 pm at the venue specified in the convocation. If this day is a public holiday, the meeting will be held at the same time on the next business day. Special or extraordinary general meetings are held at the venue specified in the convocation.

The general meeting is convened by the Board of Directors. The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations.

1.10 Accredited statutory auditor

The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV, represented by Joeri Klaykens, Partner, located at 2 De Kleetlaan in 1831 Diegem.

The statutory auditor has an unlimited right of supervision over the operations of the Company.

The accredited statutory auditor was appointed for a 3-year period by the Ordinary General Meeting on 27 October 2017, and receives an indexed audit fee of €38,000 excluding VAT per year for auditing the consolidated and statutory annual accounts (see Note 7 for more information regarding the remuneration of the statutory auditor).

1.11 Valuation expert

To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by nine independent valuation experts, namely:

  • Cushman & Wakefield SA, represented (within the meaning of Article 24 of the RREC Act) by Mr. Christophe Ackermans, its registered office is located in avenue marnix 23 (5th floor) in 1000 Brussels;
  • Deloitte Consulting & Advisory SCRL, represented (within the meaning of Article 24 of the RREC Act) by Mr. Frédéric Sohet and Ms. Patricia Lanoije, its registered office is located in Luchthaven Nationaal 1 J in 1930 Zaventem;
  • CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr. Sandro Höselbarth and Mr. Tim Schulte, its registered office is located in Bockenheimer Landstrasse 24 (WestendDuo) in 60323 Frankfurt;
  • Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr. Peter Tölzel, its registered office is located in Bockenheimer Landstrasse 55 in 60325 Frankfurt;
  • Cushman & Wakefield VOF, represented (within the meaning of Article 24 of the RREC Act) by Mr. Jacques Boeve and Mr. Niek Drent, its registered office is located in Gustav Mahlerlaan 362-364 in 1082 ME Amsterdam;
  • Savills Consultancy BV, represented (within the meaning of Article 24 of the RREC Act) by Mr. Martijn Onderstal and Mr. Jorn Damhuis, its registered office is located in Claude Debussylaan 48 in 1082 MD Amsterdam;
  • Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tom Robinson, its registered office is located in 125 Old Broad Street in London EC2N 1AR;
  • Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tero Lehtonen and Mr. Mikko Kuusela, its registered office is located in Keskuskatu 5 B in 00100 Helsinki;
  • JLL Valuation AB, represente (within the meaning of Article 24 of the RREC Act) by Mr. Patrik Lofvenberg, its registered office is located in Birger Jarlsgatan 25 in 111 81 Stockholm.

According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their assessment is recognised as the carrying amount ('fair value') of the buildings on the balance sheet.

Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised.

Valuation methodology

79 – Aedifica – Annual Financial Report 2019/2020

Aedifica – Annual Financial Report 2019/2020 – 78

1.8 Financial year (Article 28 of the Articles of Association)

represented by Joeri Klaykens, Partner, located at 2 De Kleetlaan in 1831 Diegem.

office is located in avenue marnix 23 (5th floor) in 1000 Brussels;

in Bockenheimer Landstrasse 55 in 60325 Frankfurt;

Birger Jarlsgatan 25 in 111 81 Stockholm.

carrying amount ('fair value') of the buildings on the balance sheet.

The statutory auditor has an unlimited right of supervision over the operations of the Company.

Lanoije, its registered office is located in Luchthaven Nationaal 1 J in 1930 Zaventem;

office is located in Bockenheimer Landstrasse 24 (WestendDuo) in 60323 Frankfurt;

registered office is located in Gustav Mahlerlaan 362-364 in 1082 ME Amsterdam;

registered office is located in Claude Debussylaan 48 in 1082 MD Amsterdam;

registered office is located in 125 Old Broad Street in London EC2N 1AR;

Kuusela, its registered office is located in Keskuskatu 5 B in 00100 Helsinki;

up an inventory and the annual accounts at the end of each financial year.

on a regulated market and the RREC Legislation.

venue specified in the convocation.

1.10 Accredited statutory auditor

regarding the remuneration of the statutory auditor).

1.11 Valuation expert

and associations.

The financial year begins on the first of January of each year and ends on the thirty-first of December each year. The Board of Directors draws

The annual and semi-annual financial reports of the company, which contain its consolidated accounts and the statutory auditor's report, are made available to the shareholders, in accordance with the provisions that apply to issuers of financial instruments that are admitted to trading

The annual and semi-annual financial reports of the Company and the annual accounts are published on the Company's website. The

The ordinary general meeting will be held on the second Tuesday of May at 3 pm at the venue specified in the convocation. If this day is a public holiday, the meeting will be held at the same time on the next business day. Special or extraordinary general meetings are held at the

The general meeting is convened by the Board of Directors. The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies

The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV,

The accredited statutory auditor was appointed for a 3-year period by the Ordinary General Meeting on 27 October 2017, and receives an indexed audit fee of €38,000 excluding VAT per year for auditing the consolidated and statutory annual accounts (see Note 7 for more information

  • Cushman & Wakefield SA, represented (within the meaning of Article 24 of the RREC Act) by Mr. Christophe Ackermans, its registered

  • Deloitte Consulting & Advisory SCRL, represented (within the meaning of Article 24 of the RREC Act) by Mr. Frédéric Sohet and Ms. Patricia

  • CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr. Sandro Höselbarth and Mr. Tim Schulte, its registered

  • Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr. Peter Tölzel, its registered office is located

  • Cushman & Wakefield VOF, represented (within the meaning of Article 24 of the RREC Act) by Mr. Jacques Boeve and Mr. Niek Drent, its

  • Savills Consultancy BV, represented (within the meaning of Article 24 of the RREC Act) by Mr. Martijn Onderstal and Mr. Jorn Damhuis, its

  • Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tom Robinson, its

  • Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tero Lehtonen and Mr. Mikko

  • JLL Valuation AB, represente (within the meaning of Article 24 of the RREC Act) by Mr. Patrik Lofvenberg, its registered office is located in

According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their assessment is recognised as the

To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by nine independent valuation experts, namely:

shareholders are entitled to obtain a free copy of the annual and semi-annual financial reports at the registered office.

1.9 General meetings (Article 19 and 20 of the Articles of Association)

The valuations are established on the basis of several widely used methodologies:

  • Application of a capitalisation rate to the estimated rental value adapted for actual deviations as regards rental income and operating expenses on a going concern basis.
  • Computation of the present value of future cash flows based on assumptions regarding future income (DCF method) and the exit value. The discount factor takes into account the interest rate on financial market as well as a risk premium specific to real estate investments. The impact of expected changes in inflation and interest rates is hence embedded in a conservative way in this evaluation.
  • These assessments are also tested by reference to unit prices recorded when similar properties are sold, taking into account deviations arising from differences in the characteristics of the property.
  • Development projects (constructions, renovations, extensions) are valued by deducting the costs upon completion of the projects from the anticipated value determined by applying the abovementioned methodologies. Costs incurred in the preliminary phase of construction, renovation or extension projects are considered at their historical value.

1.12 Financial services

Aedifica has established financial service conventions with the two following banks:

  • ING Belgium NV/SA, located avenue Marnix 24 in 1000 Brussels ('main paying agent');
  • ABN AMRO, located Gustav Mahlerlaan 10 (P.O. Box 283) in 1000 Amsterdam (share depository for the general meetings).

The remuneration of the financial service amounted to €183 k for the 2019/2020 financial year (€58 k for the 2018/2019 financial year).

1.13 Places at which documents are available to the public

The Company's Articles of Association are available at the Commercial Court of Brussels and on the Company's website (www.aedifica.eu).

The statutory and consolidated accounts of the Group are registered at the National Bank of Belgium, in accordance with the related legal provisions. The decisions regarding the nomination and the dismissal of the members of the Board of Directors are published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad). The convening of general meetings is published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) and in two financial newspapers.These meeting notices and all documents related to the general meetings are simultaneously available on the Company's website (www.aedifica.eu). All press releases, annual and semi-annual reports, as well as all financial information published by the Aedifica Group are available on the Company's website (www.aedifica.eu). The Auditor's Report and the valuation experts' report are available in the Annual Financial Reports provided on the Company's website (www.aedifica.eu). During the period of validity of the registration document, the following documents are available in print at the Company's headquarters, or electronically at www.aedifica.eu:

  • Aedifica's Articles of Association;
  • all reports, letters and other documents, historical financial information, valuation and declarations established by an expert at the request of Aedifica, for which a part is included or referred in the registration document;
  • historical financial information of Aedifica and its subsidiaries for the two years preceding the publication of the registration document.

1.14 Investors' profile

Given the specific legal regime of RRECs, and in particular residential RRECs, the Aedifica shares can present an interesting investment for both private investors and institutional investors.

1.15 Historical financial information referred by reference

The Annual Financial Reports (which include the Consolidated Financial Statements – with an abridged version of the Statutory Accounts –, the Management Report, the Auditor's Report and the Property Report), the interim statements, the semi-annual reports, the description of the financial situation, the information regarding the related-parties, and the historical information regarding Aedifica's subsidiaries, for the 2016/2017, 2017/2018 and 2018/2019 financial years are included by reference in this Annual Financial Report and are available at Aedifica's headquarters and the Company's website (www.aedifica.eu).

1.16 Significant change of the financial or trading situation

No significant change in the Group's financial or trading situation has occurred since the end of last financial year for which audited financial statements or half-year statements have been published.

Aedifica – Annual Financial Report 2019/2020 – 80

1.17 Actions necessary to change the rights of the shareholders

The modification of shareholders' rights can only be done within the framework of an extraordinary general meeting, in accordance with Articles 7:153 and 7:155 of the Belgian Companies and Associations Code. The document containing the information on the rights of the shareholders referred to in Articles 7:130 and 7:139 of the Belgian Companies and Associations Code can be downloaded from the Company's website (www.aedifica.eu).

1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica's operations

See the 'Risks factors' chapter within this Annual Financial Report.

1.19 History and evolution of the Company – important events in the development of Aedifica's activities

In addition to paragraph 1.3 above, Aedifica's history was marked by its IPO on 23 October 2006 (see the chapter 'Aedifica in the stock market'), and by numerous acquisitions of real estate assets that have occurred since its creation (detailed in the occasional press releases, periodic press releases and annual and half-year financial reports available on the Company's website) and that led to a real estate portfolio of approx. €3.8 billion.

1.20 Rights to vote of the main shareholders

Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital.

2. Declarations

Aedifica – Annual Financial Report 2019/2020 – 80

1.17 Actions necessary to change the rights of the shareholders

See the 'Risks factors' chapter within this Annual Financial Report.

1.20 Rights to vote of the main shareholders

have substantially influenced, directly or indirectly, Aedifica's operations

Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital.

website (www.aedifica.eu).

activities

€3.8 billion.

The modification of shareholders' rights can only be done within the framework of an extraordinary general meeting, in accordance with Articles 7:153 and 7:155 of the Belgian Companies and Associations Code. The document containing the information on the rights of the shareholders referred to in Articles 7:130 and 7:139 of the Belgian Companies and Associations Code can be downloaded from the Company's

1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which

1.19 History and evolution of the Company – important events in the development of Aedifica's

In addition to paragraph 1.3 above, Aedifica's history was marked by its IPO on 23 October 2006 (see the chapter 'Aedifica in the stock market'), and by numerous acquisitions of real estate assets that have occurred since its creation (detailed in the occasional press releases, periodic press releases and annual and half-year financial reports available on the Company's website) and that led to a real estate portfolio of approx.

Persons responsible (Royal Decree 14 November 2007)

Mr. Serge Wibaut, Chair of the Board of Directors of Aedifica NV/SA, and Mr. Stefaan Gielens, CEO of Aedifica NV/SA, declare for and on behalf of Aedifica NV/SA, that to the best of their knowledge:

  • the financial statements, prepared in accordance with the applicable accounting standards, give an accurate picture of the assets, financial situation and results of Aedifica NV/SA and the businesses included in the consolidation;
  • the Management Report contains an accurate account of the development of the business, results and situation of Aedifica NV/SA and businesses included in the consolidation, and a description of the main risks and uncertainties they face.

Information from third parties

81 – Aedifica – Annual Financial Report 2019/2020

Aedifica NV/SA declares that the information provided by the valuation experts and by the accredited statutory auditor have been faithfully reproduced and included with their consent. As far as Aedifica NV/SA knows and is able to assure, in the light of data published by these third parties, no facts have been omitted that might render the information reproduced incorrect or misleading.

Forecast information

This report contains forecast information. This information is based on Company's estimates and projections and is, by its nature, subject to risks, uncertainties and other factors. Consequently, the results, financial situation, performance and figures, expressed or implicitly communicated, may differ substantially from those mentioned or suggested by the forecast information. Taking into account these uncertain factors, statements regarding future developments cannot be interpreted as a guarantee in any way.

Proceedings and arbitration procedures

The Board of Directors of Aedifica NV/SA declares that there exists no government intervention, proceeding or arbitration procedure that may have a significant influence, or may have had such an influence in the recent past, on the financial position or profitability of Aedifica NV/SA and that, as far as is known, there are no situations or facts that could give rise to such government intervention, proceeding or arbitration procedure.

Declaration concerning the Directors and the members of the Executive Committee

The Board of Directors declares that, to the best of its knowledge:

  • none of the Directors and none of the members of the Executive Committee has ever been convicted for a fraud-related offence, that no official and/or public accusation has been expressed against one of them by statutory or regulatory authorities (including designated professional bodies) for at least the previous five years;
  • none of the Directors and none of the members of the Executive Committee has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years;
  • none of the Directors and none of the members of the Executive Committee has been involved in any bankruptcies, receiverships or liquidations for at least the previous five years, with the exception of the following:
    • Ms. Ingrid Daerden was director and manager of JIND BV/SP. This company was voluntarily dissolved and liquidated on 2 July 2020;
  • no employment contract has been concluded with the Non-Executive Directors, which provides for the payment of indemnities upon termination of the employment contract. However, there exists a (management) agreement between the Company and the Executive Directors and members of the Executive Committee providing for such indemnities;
  • no Director or member of the Executive Committee holds shares of the Company, except for Mr. Serge Wibaut (200 shares), Mr. Stefaan Gielens (12,709 shares), Ms. Ingrid Daerden (2,394 shares), Mr. Charles-Antoine van Aelst (2,700 shares), Mr. Sven Bogaerts (2,796 shares), Mr. Luc Plasman (418 shares), Ms. Elisabeth May-Roberti (216 shares) and Mr. Pertti Huuskonen (660 shares); - no option on the Company's shares has been given to date;
  • no family ties exist between the Directors and/or members of the Executive Committee.

Aedifica – Annual Financial Report 2019/2020 – 82

1

3. Capital

Date Description Amount of
capital (€)
Number of
shares
7 November 2005 Initial capital paid up by Degroof Bank and GVA Finance 2,500,000.00 2,500
2,500,000.00 2,500
29 December 2005 Contribution in cash 4,750,000.00 4,750
Merger of "Jacobs Hotel Company SA" 100,000.00 278
Merger of "Oude Burg Company SA" 3,599,587.51 4,473
Transfer of reserves to capital 4,119,260.93
Capital decrease -4,891,134.08
10,177,714.36 12,001
23 March 2006 Merger of "Sablon-Résidence de l'Europe SA" 1,487,361.15 11,491
Merger of "Bertimo SA" 1,415,000.00 3,694
Merger of "Le Manoir SA" 1,630,000.00 3,474
Merger of "Olphi SA" 800,000.00 2,314
Merger of "Services et Promotion de la Vallée (SPV) SA" 65,000.00 1,028
Merger of "Emmane SA" 2,035,000.00 5,105
Merger of "Ixelinvest SA" 219.06 72
Merger of "Imfina SA" 1,860.95 8
Contribution in kind of the business of "Immobe SA" 908,000.00 908
Contribution in kind (Lombard 32) 2,500,000.00 2,500
Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) 10,915,000.00 10,915
31,935,155.52 53,510
24 May 2006 Contribution in kind (Louise 331-333 complex) 8,500,000.00 8,500
40,435,155.52 62,010
17 August 2006 Contribution in kind (Laeken 119 and 123-125) 1,285,000.00 1,285
Partial demerger of "Financière Wavrienne SA" 5,400,000.00 5,400
Mixed demerger of "Château Chenois SA" 123,743.15 14,377
Merger of "Medimmo SA" 1,000,000.00 2,301
Merger of "Cledixa SA" 74,417.64 199
Merger of "Société de Transport et du Commerce en Afrique SA" 62,000.00 1,247
Mixed merger of "Hôtel Central & Café Central SA" 175,825.75 6,294
48,556,142.06 93,113
26 September 2006 Split by 25 of the number of shares 48,556,142.06 2,327,825
Contribution in kind (Rue Haute and Klooster Hotel) 11,350,000.00 283,750
59,906,142.06 2,611,575
3 October 2006 Contribution in cash 23,962,454.18 1,044,630
83,868,596.24 3,656,205
27 March 2007 Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) 4,911,972.00 105,248
88,780,568.24 3,761,453
17 April 2007 Merger of "Legrand CPI SA" 337,092.73 57,879
Contribution in kind (Livourne 14, 20-24) 2,100,000.00 44,996
91,217,660.97 3,846,328
28 June 2007 Partial demerger of "Alcasena SA" 2,704,128.00 342,832
Contribution in kind (Plantin Moretus) 3,000,000.00 68,566
96,921,788.97 4,275,726
30 November 2007 Partial demerger of "Feninvest SA" 1,862,497.95 44,229
Partial demerger of "Résidence du Golf SA" 5,009,531.00 118,963
103,793,817.92 4,438,918
30 July 2008 Partial demerger of "Famifamenne SA" 2,215,000.00 50,387
Partial demerger of "Rouimmo SA" 1,185,000.00 26,956
107,193,817.92 4,516,261
30 June 2009 Contribution in kind (Gaerveld service flats) 2,200,000.00 62,786
109,393,817.92 4,579,047
30 December 2009 Contribution in kind (Freesias) 4,950,000.00 129,110
114,343,817.92 4,708,157
30 June 2010 Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" 11,239,125.00 273,831
Partial demerger of "Carlinvest SA" 2,200,000.00 51,350
127,782,942.92 5,033,338

83 – Aedifica – Annual Financial Report 2019/2020

15 October 2010 Contribution in cash 51,113,114.26 2,013,334
178,896,057.18 7,046,672
8 April 2011 Contribution in kind (Project Group Hermibouw) 1,827,014.06 43,651
180,723,071.24 7,090,323
29 June 2011 Merger of "IDM A SA" 24,383.89 592
180,747,455.13 7,090,915
5 October 2011 Contribution in kind of the shares of "SIRACAM SA" 3,382,709.00 86,293
184,130,164.13 7,177,208
12 July 2012 Mixed demerger of "S.I.F.I. LOUISE SA" 800,000.00 16,868
184,930,164.13 7,194,076
7 December 2012 Capital increase through contribution in cash 69,348,785.78 2,697,777
254,278,949.91 9,891,853
24 June 2013 Merger of limited liability company "Terinvest" 10,398.81 8,622
Merger of limited partnership "Kasteelhof-Futuro" 3,182.80 3,215
254,292,531.52 9,903,690
12 June 2014 Contribution in kind (Binkom) 12,158,952.00 258,475
266,451,483.52 10,162,165
30 June 2014 Contribution in kind (plot of land in Tienen) 4,000,000.00 86,952
270,451,483.52 10,249,117
24 November 2014 Optional dividend 5,763,329.48 218,409
276,214,813.00 10,467,526
4 December 2014 Partial demerger of "La Réserve Invest SA" 12,061,512.94 457,087
288,276,325.94 10,924,613
29 June 2015 Capital increase through contribution in cash 82,364,664.56 3,121,318
370,640,990.50 14,045,931
2 October 2015 Contribution in kind (plot of land in Opwijk) 523,955.84 19,856
371,164,946.34 14,065,787
17 December 2015 Contribution in kind (Prinsenhof) 2,748,340.46 104,152
373,913,286.80 14,169,939
24 March 2016 Contribution in kind (plot of land in Aarschot Poortvelden) 582,985.31 22,093
374,496,272.11 14,192,032
2 December 2016 Optional dividend 3,237,042.22 122,672
377,733,314.33 14,314,704
8 December 2016 Contribution in kind (Jardins de la Mémoire) 1,740,327.12 65,952
379,473,641.45 14,380,656
28 March 2017 Capital increase through contribution in cash 94,868,410.37 3,595,164
474,342,051.82 17,975,820
7 June 2018 Contribution in kind (Smakt and Velp) 5,937,488.85 225,009
480,279,540.67 18,200,829
20 November 2018 Optional dividend 6,348,821.62 240,597
486,628,362.29 18,441,426
7 May 2019 Capital increase through contribution in cash 162,209,454.10 6,147,142
648,837,816.39 24,588,568
20 June 2019 Contribution in kind (surface rights of Bremdael) 332,222.20 12,590
649,170,038.59 24,601,158
28 April 2020 Capital increase through contribution in cash 64,916,982.75 2,460,115
714,087,021.34 27,061,273
10 July 2020 Contribution in kind (Kleine Veldekens) 11,494,413.08 435,596
725,581,434.42 27,496,869
27 October 2020 Capital increase through contribution in cash 145,116,265.78 5,499,373
870,697,700.20 32,996,242
17 December 2020 Contribution in kind (De Gouden Jaren) 2,383,608.51 90,330
873,081,308.71 33,086,572

1 Shares without par value.

Aedifica – Annual Financial Report 2019/2020 – 82

capital (€)

2,500,000.00 2,500

10,177,714.36 12,001

31,935,155.52 53,510

40,435,155.52 62,010

48,556,142.06 93,113

59,906,142.06 2,611,575

83,868,596.24 3,656,205

88,780,568.24 3,761,453

91,217,660.97 3,846,328

96,921,788.97 4,275,726

103,793,817.92 4,438,918

107,193,817.92 4,516,261

109,393,817.92 4,579,047

114,343,817.92 4,708,157

127,782,942.92 5,033,338

Number of shares

1

  1. Capital

Date Description Amount of

7 November 2005 Initial capital paid up by Degroof Bank and GVA Finance 2,500,000.00 2,500

29 December 2005 Contribution in cash 4,750,000.00 4,750

23 March 2006 Merger of "Sablon-Résidence de l'Europe SA" 1,487,361.15 11,491

24 May 2006 Contribution in kind (Louise 331-333 complex) 8,500,000.00 8,500

17 August 2006 Contribution in kind (Laeken 119 and 123-125) 1,285,000.00 1,285

26 September 2006 Split by 25 of the number of shares 48,556,142.06 2,327,825

3 October 2006 Contribution in cash 23,962,454.18 1,044,630

27 March 2007 Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) 4,911,972.00 105,248

17 April 2007 Merger of "Legrand CPI SA" 337,092.73 57,879

28 June 2007 Partial demerger of "Alcasena SA" 2,704,128.00 342,832

30 November 2007 Partial demerger of "Feninvest SA" 1,862,497.95 44,229

30 July 2008 Partial demerger of "Famifamenne SA" 2,215,000.00 50,387

30 June 2009 Contribution in kind (Gaerveld service flats) 2,200,000.00 62,786

30 December 2009 Contribution in kind (Freesias) 4,950,000.00 129,110

30 June 2010 Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" 11,239,125.00 273,831

Transfer of reserves to capital 4,119,260.93 Capital decrease -4,891,134.08

Merger of "Jacobs Hotel Company SA" 100,000.00 278 Merger of "Oude Burg Company SA" 3,599,587.51 4,473

Merger of "Bertimo SA" 1,415,000.00 3,694 Merger of "Le Manoir SA" 1,630,000.00 3,474 Merger of "Olphi SA" 800,000.00 2,314 Merger of "Services et Promotion de la Vallée (SPV) SA" 65,000.00 1,028 Merger of "Emmane SA" 2,035,000.00 5,105 Merger of "Ixelinvest SA" 219.06 72 Merger of "Imfina SA" 1,860.95 8 Contribution in kind of the business of "Immobe SA" 908,000.00 908 Contribution in kind (Lombard 32) 2,500,000.00 2,500 Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) 10,915,000.00 10,915

Partial demerger of "Financière Wavrienne SA" 5,400,000.00 5,400 Mixed demerger of "Château Chenois SA" 123,743.15 14,377 Merger of "Medimmo SA" 1,000,000.00 2,301 Merger of "Cledixa SA" 74,417.64 199 Merger of "Société de Transport et du Commerce en Afrique SA" 62,000.00 1,247 Mixed merger of "Hôtel Central & Café Central SA" 175,825.75 6,294

Contribution in kind (Rue Haute and Klooster Hotel) 11,350,000.00 283,750

Contribution in kind (Livourne 14, 20-24) 2,100,000.00 44,996

Contribution in kind (Plantin Moretus) 3,000,000.00 68,566

Partial demerger of "Résidence du Golf SA" 5,009,531.00 118,963

Partial demerger of "Rouimmo SA" 1,185,000.00 26,956

Partial demerger of "Carlinvest SA" 2,200,000.00 51,350

2 These shares are quoted on the stock market as from 28 April 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares.

3 These shares are quoted on the stock market as from 10 July 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same

rights and benefits as the other listed shares. 4 These shares are quoted on the stock market as from 27 October 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same

rights and benefits as the other listed shares. 5 These shares are quoted on the stock market as from 17 December 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares.

Aedifica – Annual Financial Report 2019/2020 – 84

4. Extracts from the Articles of Association

4.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association)

The capital amounts to €873,081,308.72 (eight hundred seventy-three million eighty-one thousand three hundred and eight euro and seventytwo cents). It is represented by 33,086,572 (thirty-three million eighty-six thousand five hundred seventy-two) shares without nominal value, which each represent 1/33,086,572nd (thirty-three million eighty-six thousand five hundred seventy-second) of the capital. These shares are fully subscribed and paid up.

4.2 Acquisition, acceptance as pledge and alienation of own shares (Article 6.2 of the Articles of Association)

The Board of Directors is authorised, for a period of five years from the publication of the decision of the extraordinary general meeting of 8 June 2020 to approve this authorisation in the annexes to the Belgian Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at a unit price which may not be lower than 75% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by virtue of this authorisation, to hold or hold in pledge shares of the Company or certificates relating thereto representing more than 10% of the total number of shares.

To the extent necessary, the Board of Directors is also explicitly authorised to alienate the Company's own shares and certificates relating thereto to its personnel. In addition, the Board of Directors is explicitly authorised to alienate the Company's own shares and certificates relating thereto to one or more specific persons other than members of the personnel of the Company or its subsidiaries.

The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to the direct and indirect subsidiaries of the Company, and to any third party acting in its own name but on behalf of these companies.

4.3 Capital increase (Article 6.3 of the Articles of Association)

Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.

(a) Cash contribution

In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders' meeting or in the context of the authorised capital as provided for in Article 6.4 of the Articles of Association, and without prejudice to the application of the mandatory provisions of the applicable company law, the preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing shareholders are granted a priority allocation right when new securities are allocated. When applicable, this priority allocation right must comply with the following conditions as set out in the RREC Legislation:

  • 1) it must relate to all newly issued securities;
  • 2) it must be granted to shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction; - 3) a maximum price for each share must be announced no later than the eve of the opening of the public subscription period;
  • 4) the public subscription period must last for at least three trading days.

Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not have to be granted, in case of contribution in cash subject to the following conditions:

  • 1) the capital increase is executed within the limits of the authorised capital;
  • 2) the cumulative amount of the capital increases, executed in accordance with this paragraph, over a period of 12 months, do not exceed 10% of the capital amount at the moment of the decision to increase the capital.

Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the framework of the distribution of an optional dividend, provided that this is actually made payable to all shareholders.

(b) Contribution in kind

Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance with the RREC Legislation, in case of a contribution in kind:

  • 1) the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation of the general meeting that is convened for the capital increase;
  • 2) the issue price may not be less than the lowest amount of (a) a net value per share that dates from no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the average closing price during the thirty-day period prior to that same day.

It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the Board of Directors specifically accounts for the amount of the accumulated dividend to be deducted in its special report and the financial conditions of the transaction are explained in its annual financial report.

  • 3) unless no later than the working day after the execution of the contribution agreement the issue price or, in the case referred to in Article 6.5 of the Articles of Association, the exchange ratio, as well as the relevant terms and conditions are determined and publicly disclosed, including the term within which the capital increase will actually be implemented, the deed effecting the capital increase must be executed within a maximum term of four months; and
  • 4) the report referred to above under item 1) must also explain the impact of the proposed contribution on the position of the existing shareholders, in particular as regards their share in the profit, in the net value per share and in the capital, as well as the impact in terms of voting rights.

In accordance with the RREC Legislation, these additional conditions will not apply to the contribution of the right to a dividend for the purpose of distributing an optional dividend, insofar as this will actually be made payable to all shareholders.

4.4 Authorised capital (Article 6.4 of the Articles of Association)

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Aedifica – Annual Financial Report 2019/2020 – 84

  1. Extracts from the Articles of Association

or certificates relating thereto representing more than 10% of the total number of shares.

to one or more specific persons other than members of the personnel of the Company or its subsidiaries.

of the Company, and to any third party acting in its own name but on behalf of these companies.

4.3 Capital increase (Article 6.3 of the Articles of Association)

with the following conditions as set out in the RREC Legislation:

with the RREC Legislation, in case of a contribution in kind:

of the general meeting that is convened for the capital increase;

average closing price during the thirty-day period prior to that same day.

  • 4) the public subscription period must last for at least three trading days.

have to be granted, in case of contribution in cash subject to the following conditions: - 1) the capital increase is executed within the limits of the authorised capital;

10% of the capital amount at the moment of the decision to increase the capital.

distribution of an optional dividend, provided that this is actually made payable to all shareholders.

  • 1) it must relate to all newly issued securities;

subscribed and paid up.

(a) Cash contribution

(b) Contribution in kind

Association)

4.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association)

The capital amounts to €873,081,308.72 (eight hundred seventy-three million eighty-one thousand three hundred and eight euro and seventytwo cents). It is represented by 33,086,572 (thirty-three million eighty-six thousand five hundred seventy-two) shares without nominal value, which each represent 1/33,086,572nd (thirty-three million eighty-six thousand five hundred seventy-second) of the capital. These shares are fully

4.2 Acquisition, acceptance as pledge and alienation of own shares (Article 6.2 of the Articles of

The Board of Directors is authorised, for a period of five years from the publication of the decision of the extraordinary general meeting of 8 June 2020 to approve this authorisation in the annexes to the Belgian Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at a unit price which may not be lower than 75% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by virtue of this authorisation, to hold or hold in pledge shares of the Company

To the extent necessary, the Board of Directors is also explicitly authorised to alienate the Company's own shares and certificates relating thereto to its personnel. In addition, the Board of Directors is explicitly authorised to alienate the Company's own shares and certificates relating thereto

The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to the direct and indirect subsidiaries

In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders' meeting or in the context of the authorised capital as provided for in Article 6.4 of the Articles of Association, and without prejudice to the application of the mandatory provisions of the applicable company law, the preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing shareholders are granted a priority allocation right when new securities are allocated. When applicable, this priority allocation right must comply

  • 2) it must be granted to shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction;

Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not

  • 2) the cumulative amount of the capital increases, executed in accordance with this paragraph, over a period of 12 months, do not exceed

Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the framework of the

Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance

  • 1) the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation

  • 2) the issue price may not be less than the lowest amount of (a) a net value per share that dates from no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the

It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the Board of Directors specifically accounts for the

  • 3) a maximum price for each share must be announced no later than the eve of the opening of the public subscription period;

Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.

The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum amount of:

  • 1 ) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company,
  • 2 ) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to the euro cent for capital increases in the framework of the distribution of an optional dividend,
  • 3 ) 10% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase,

provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approves the authorisation.

This authorisation is granted for a renewable period of five years, calculated from the publication of the minutes of the extraordinary general meeting of 8 June 2020, in the annexes to the Belgian Official Gazette.

For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities.

The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company's statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realized through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities.

Any issue premiums will be shown in one or more separate accounts under equity in the liabilities on the balance sheet. The Board of Directors is free to decide to place any issue premiums, possibly after deduction of an amount at most equal to the costs of the capital increase in the meaning of the applicable IFRS-rules, on an unavailable account, which will provide a guarantee for third parties in the same manner as the capital and which can only be reduced or abolished by means of a resolution of the general meeting deciding in accordance with the quorum and majority requirements for an amendment of the Articles of Association, except in the case of the conversion into capital.

If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available amount of the authorised capital.

The Board of Directors is authorised to restrict or cancel the preferential subscription right of shareholders, even in favour of one or more specific persons other than employees of the Company or of one of its subsidiaries, provided that, to the extent required by the RREC Legislation, a priority allocation right is granted to the existing shareholders when the new securities are allocated. Where applicable, this priority allocation right must comply with the conditions that are laid down in the RREC Legislation and Article 6.3(a) of the Articles of Association. In any event, it does not have to be granted in those cases of contribution in cash described in Article 6.3(a) paragraph 2 and paragraph 3 of the Articles of Association. Capital increases by means of contributions in kind are carried out in accordance with the conditions of the RREC Legislation and the conditions provided for in Article 6.3(b) of the Articles of Association. These contributions may also be based on the dividend right in the context of the distribution of an optional dividend.

The Board of Directors is authorised to record the ensuing amendments to the Articles of Association in an officially certified deed.

Aedifica – Annual Financial Report 2019/2020 – 86

4.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of the Articles of Association)

Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association regarding a contribution in kind apply mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation.

4.6 Capital reduction (Article 6.6 of the Articles of Association)

The Company may reduce its capital subject to compliance with the relevant statutory provisions.

4.7 Nature of the shares (Article 7 of the Articles of Association)

The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the conversion of registered shares into dematerialized shares or vice versa.

Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement institution.

A register of registered shares, if applicable in electronic form, is held at the Company's registered office.

4.8 Other securities (Article 8 of the Articles of Association)

The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar securities, in accordance with the RREC Legislation.

4.9 Notification and disclosure of major shareholdings (Article 9 of the Articles of Association)

The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation.

According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply.

Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice at least twenty (20) days prior to the date of the general meeting. The voting rights attached to the unreported securities are suspended.

4.10 Convening of general meetings (Article 19 of the Articles of Association)

The general meeting is convened by the Board of Directors.

The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda.

Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations.

4.11 Participation in the General Meeting (Article 20 of the Articles of Association)

The right to participate in and vote at a general meeting is only granted on the basis of the accounting registration of the shares in the shareholder's name by midnight (Belgian time) on the fourteenth day prior to the general meeting (hereinafter: the 'registration date'), either by their entry in the company's share register, their entry in the accounts of a recognised account holder or settlement institution, regardless of the number of shares that the shareholder holds on the day of the general meeting.

Owners of registered shares who wish to participate in the meeting must communicate their intention to the Company, or the person designated by the Company for this purpose, by means of the Company's e-mail address or in the manner specified in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the meeting.

Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by a financial intermediary or a recognised account holder which indicates the number of dematerialised shares, registered in their accounts in the name of the shareholder on the registration date and for which the shareholder has indicated that he wishes to participate in the general meeting. They communicate the certificate to the Company or to the person designated by the Company for this purpose, as well as their wish to participate in the general meeting, via the e-mail address of the Company or in the manner specifically mentioned in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the general meeting.

In cases where the convocation expressly so provides, the shareholders have the right to participate in a general meeting remotely by means of an electronic means of communication made available by the Company. This electronic means of communication must enable the shareholder to directly, simultaneously and continuously take note of the discussions during the meeting and to exercise the voting right on all matters on which the meeting is required to take a decision. If the convocation expressly so provides, this electronic means of communication will also enable the shareholder to participate in the deliberations and to exercise his or her right to ask questions. If the right to remotely participate in a general meeting is granted, either the convocation or a document consultable by the shareholder to which the convocation refers (such as the company's website) will also determine the manner(s) in which the company will verify and guarantee the capacity of shareholder and the identity of the person who wishes to participate in the meeting, as well as the manner(s) in which it will determine that a shareholder participates in the general meeting and will be considered present. In order to guarantee the security of the electronic means of communication, the convocation (or the document to which the convocation refers) may also set additional conditions.

4.12 Voting by proxy (Article 21 of the Articles of Association)

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4.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of the Articles of Association)

mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation.

4.6 Capital reduction (Article 6.6 of the Articles of Association)

4.7 Nature of the shares (Article 7 of the Articles of Association)

4.8 Other securities (Article 8 of the Articles of Association)

conversion of registered shares into dematerialized shares or vice versa.

securities, in accordance with the RREC Legislation.

voting rights attached to the unreported securities are suspended.

number of shares that the shareholder holds on the day of the general meeting.

be, by sending a power of attorney, no later than the sixth day prior to the date of the meeting.

a power of attorney, no later than the sixth day prior to the date of the general meeting.

The general meeting is convened by the Board of Directors.

institution.

The Company may reduce its capital subject to compliance with the relevant statutory provisions.

A register of registered shares, if applicable in electronic form, is held at the Company's registered office.

regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply.

4.10 Convening of general meetings (Article 19 of the Articles of Association)

meetings and submit proposals for resolutions relating to items to include or to be included on the agenda.

4.11 Participation in the General Meeting (Article 20 of the Articles of Association)

Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association regarding a contribution in kind apply

The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the

Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement

The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar

According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares are admitted to trading on a

Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice at least twenty (20) days prior to the date of the general meeting. The

The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general

The right to participate in and vote at a general meeting is only granted on the basis of the accounting registration of the shares in the shareholder's name by midnight (Belgian time) on the fourteenth day prior to the general meeting (hereinafter: the 'registration date'), either by their entry in the company's share register, their entry in the accounts of a recognised account holder or settlement institution, regardless of the

Owners of registered shares who wish to participate in the meeting must communicate their intention to the Company, or the person designated by the Company for this purpose, by means of the Company's e-mail address or in the manner specified in the convocation, or, as the case may

Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by a financial intermediary or a recognised account holder which indicates the number of dematerialised shares, registered in their accounts in the name of the shareholder on the registration date and for which the shareholder has indicated that he wishes to participate in the general meeting. They communicate the certificate to the Company or to the person designated by the Company for this purpose, as well as their wish to participate in the general meeting, via the e-mail address of the Company or in the manner specifically mentioned in the convocation, or, as the case may be, by sending

In cases where the convocation expressly so provides, the shareholders have the right to participate in a general meeting remotely by means of an electronic means of communication made available by the Company. This electronic means of communication must enable the shareholder

Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations.

4.9 Notification and disclosure of major shareholdings (Article 9 of the Articles of Association) The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation.

Each owner of securities entitling him to participate in the meeting may be represented at the general meeting by a proxy holder who may or may not be a shareholder. The shareholder may only appoint one person as proxy holder for any specific general meeting, except for the derogations provided for in the Code of companies and associations.

The Board of Directors draws up a proxy form. The proxy must be signed by the shareholder and must be communicated to the Company no later than the sixth day prior to the date of the meeting, by means of the Company's e-mail address or via the e-mail address or in the manner specified in the convocation.

If several persons hold rights in rem on the same share, the Company may suspend the exercise of the voting right attached to this share until a single person has been appointed to exercise the voting right.

If a security has been given in usufruct, all rights attached to it, including the right to vote, the right to participate in capital increases and the right to request the conversion of shares (into registered/dematerialised shares), are exercised by the usufructuary(s) and the bare owner(s) jointly, unless otherwise stipulated in a will, deed of gift or other agreement. In the latter case, the bare owner(s) and/or the usufructuary(s) must inform the Company in writing of this arrangement.

4.13 Remote voting before the general meeting (Article 22 of the Articles of Association)

To the extent that the Board of Directors has given permission to do so in the convocation letter, the shareholders are authorised to vote remotely prior to the general meeting by letter, via the Company's website or in the manner specified in the convocation, by means of a form made available by the Company. The form must state the date and place of the meeting, the name or denomination of the shareholder and his/her place of residence or registered office, the number of votes with which the shareholder wishes to vote at the general meeting, the nature of the shares he owns, the items on the agenda of the meeting (including proposals for resolutions), a space allowing to vote in favour of or against any decision or to abstain, as well as the term within which the voting form must reach the Company.

The form must explicitly state that it must be signed and it must reach the Company no later than the sixth day prior to the date of the meeting.

The Board of Directors shall determine, where appropriate, the terms and conditions under which the capacity and identity of the shareholder shall be verified.

4.14 Bureau (Article 23 of the Articles of Association)

All general meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the director designated by the Directors present. The Chairman designates the Secretary. The meeting elects two vote tellers. The other Directors complete the bureau.

4.15 Number of votes (Article 24 of the Articles of Association)

Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law.

4.16 Deliberation (Article 25 of the Articles of Association)

No meeting can validly deliberate on items that do not appear on the agenda.

The general meeting can validly deliberate and vote, regardless of the share of the capital that is present or represented, except in those cases for which the Code of companies and associations requires an attendance quorum. The general meeting can only validly deliberate on amendments to the Articles of Association if at least half of the capital is present or represented. If this condition is not met, a new meeting must be convened. The second meeting will validly deliberate and decide regardless of the share of the capital that is represented by the shareholders who are present or represented.

Unless a statutory provision requires otherwise, all resolutions of the general meeting will be adopted by a simple majority of votes. Any amendment of the Articles of Association may only be approved with by at least three quarters of the votes cast or, in the case of an amendment of the object or aims of the Company, by four fifths of the votes cast, with abstentions neither in the numerator nor in the denominator being taken into account.

Aedifica – Annual Financial Report 2019/2020 – 88

Voting takes place by a show of hands or roll call, unless the general meeting decides otherwise by means of a simple majority of the votes cast. Any draft of the amendment of the Articles of Association must be submitted in advance to the Financial Services and Markets Authority.An attendance list containing the names of the shareholders and the number of shares is signed by each or on behalf of them.

4.17 Minutes (Article 26 of the Articles of Association)

The minutes of the general meeting are signed by the members of the bureau and by the shareholders who request it. Copies of the minutes of the general meeting intended for third parties are signed by one or more Directors.

4.18 General meeting of bondholders (Article 27 of the Articles of Association)

The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not deviate therefrom.

The Board of Directors and the statutory auditor(s) of the Company may convene the bond holders at the general meeting of the bond holders. They must also convene the general meeting at the request of bondholders representing one-fifth of the amount of the bonds in circulation. The convocation contains the agenda and is drawn up in accordance with the provisions of the Code of companies and associations. In order to be admitted to the general meeting of bondholders, bondholders must comply with the formalities laid down in the Code of companies and associations, as well as any formalities laid down in the conditions of issue of the bonds or in the convocations.

4.19 Distribution (Article 29 of the Articles of Association)

Within the limits set out by the Code of companies and associations and the RECC legislation, the company distributes a dividend to its shareholders, the minimum amount of which is determined in accordance with the RREC Legislation.

4.20 Interim dividends (Article 30 of the Articles of Association)

The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such cases and within such periods as permitted by the Code of companies and associations.

4.21 Dissolution - Liquidation

ARTICLE 31 - LOSS OF CAPITAL

When as a result of losses sustained, the net assets have fallen below one-half or below one-quarter of the capital, the management body must convene a general meeting within two months of the date on which the losses are identified or should have been identified according to legal or statutory provisions to decide on the dissolution of the Company or on recovery measures included in the agenda to safeguard the continuity of the Company.

ARTICLE 32 - APPOINTMENT OF LIQUIDATORS

The Company may at any time be dissolved by a resolution of the general meeting, which deliberates in the manner required by law, or it may be dissolved in the cases provided for by law.

In case of dissolution with liquidation, one or more liquidators are appointed by the general meeting.

ARTICLE 33 – DISTRIBUTION UPON LIQUIDATION

Upon liquidation, the distribution to the shareholders will only take place after the meeting to close the liquidation.

The Company's net assets, after settlement of all debts or consignment of the sums required for this purpose, are first used to refund the paidup capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding.

4.22 Statutory provisions on the members of administrative, management and supervisory bodies

The provisions on the members of administrative, management and supervisory bodies contained in the Articles of Association are presented below. For further information, please refer to the Corporate Governance charter (available at www.aedifica.eu) and the 'Corporate Governance Statement', included in this Annual Financial Report.

ARTICLE 10 - COMPOSITION OF THE BOARD OF DIRECTORS

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Voting takes place by a show of hands or roll call, unless the general meeting decides otherwise by means of a simple majority of the votes cast. Any draft of the amendment of the Articles of Association must be submitted in advance to the Financial Services and Markets Authority.An

The minutes of the general meeting are signed by the members of the bureau and by the shareholders who request it. Copies of the minutes of

The Board of Directors and the statutory auditor(s) of the Company may convene the bond holders at the general meeting of the bond holders. They must also convene the general meeting at the request of bondholders representing one-fifth of the amount of the bonds in circulation. The convocation contains the agenda and is drawn up in accordance with the provisions of the Code of companies and associations. In order to be admitted to the general meeting of bondholders, bondholders must comply with the formalities laid down in the Code of companies and

Within the limits set out by the Code of companies and associations and the RECC legislation, the company distributes a dividend to its

The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such cases and within such periods as

When as a result of losses sustained, the net assets have fallen below one-half or below one-quarter of the capital, the management body must convene a general meeting within two months of the date on which the losses are identified or should have been identified according to legal or statutory provisions to decide on the dissolution of the Company or on recovery measures included in the agenda to safeguard the continuity of

The Company may at any time be dissolved by a resolution of the general meeting, which deliberates in the manner required by law, or it may

The Company's net assets, after settlement of all debts or consignment of the sums required for this purpose, are first used to refund the paid-

attendance list containing the names of the shareholders and the number of shares is signed by each or on behalf of them.

The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not deviate therefrom.

4.18 General meeting of bondholders (Article 27 of the Articles of Association)

associations, as well as any formalities laid down in the conditions of issue of the bonds or in the convocations.

shareholders, the minimum amount of which is determined in accordance with the RREC Legislation.

In case of dissolution with liquidation, one or more liquidators are appointed by the general meeting.

Upon liquidation, the distribution to the shareholders will only take place after the meeting to close the liquidation.

up capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding.

4.17 Minutes (Article 26 of the Articles of Association)

the general meeting intended for third parties are signed by one or more Directors.

4.19 Distribution (Article 29 of the Articles of Association)

permitted by the Code of companies and associations.

ARTICLE 32 - APPOINTMENT OF LIQUIDATORS

ARTICLE 33 – DISTRIBUTION UPON LIQUIDATION

be dissolved in the cases provided for by law.

4.21 Dissolution - Liquidation

ARTICLE 31 - LOSS OF CAPITAL

the Company.

4.20 Interim dividends (Article 30 of the Articles of Association)

The Board of Directors consists of at least five members who are appointed for a maximum term of three years by the general meeting of shareholders. The general meeting may terminate the term of any member of the Board of Directors with immediate effect and without giving reasons. The Directors are eligible for re-election.

The Board of Directors shall have at least three independent members in accordance with applicable legal provisions.

Unless the appointment decisions of the general meeting provide otherwise, the Directors' term shall run from the general meeting at which they are appointed until the ordinary general meeting in the financial year in which the term of their mandate expires according to the appointment decision, even if this would exceed the maximum term of three years provided in the Articles of Association.

The general meeting may not, at the time of the revocation of the mandate, set a date as the end date of the mandate other than the date on which the decision was taken, nor grant severance pay.

If one or more mandates become vacant, the remaining Directors, convening as a board, may provide for temporary replacement(s) until the next general meeting. The next general meeting has to confirm or not the mandate of the co-opted member of the Board of Directors.

The Directors shall be natural persons only. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority.

The possible remuneration of the Directors may not be determined on the basis of the activities and transactions carried out by the Company or its perimeter companies.

The Board of Directors may appoint one or more observers to attend all or part of its meetings, according to the modalities to be determined by the Board of Directors.

ARTICLE 11 - CHAIRMANSHIP – DELIBERATIONS OF THE BOARD OF DIRECTORS

The Board of Directors meets after convocation at the place indicated in this convocation or, as the case may be, by video conference, telephone or internet conference, as often as the interests of the Company so require. The Board of Directors must also be convened when two members make a request to that effect.

The Board of Directors chooses a Chairman from among its members. Meetings shall be chaired by the Chairman or, in his/her absence, by the longest serving member, and in the event of equal seniority, by the member with the highest age.

The Board of Directors can only validly deliberate and pass resolutions if the majority of its members are present or represented.

Convocations are sent out by electronic mail or, in the absence of an e-mail address communicated to the Company, by ordinary letter or by any other means of communication, in accordance with the applicable legal provisions.

Any Director who is unable to attend or absent may, by letter, e-mail or any other means of communication, delegate another director to represent him/her at a particular meeting of the Board of Directors and to vote in his/her place.

However, a member of the Board of Directors may not represent more than one of his/her colleagues.

Resolutions of the Board of Directors are adopted by a majority of votes.

The resolutions of the Board of Directors are recorded in the minutes and the minutes are kept in a special register for that purpose at the Company's registered office and signed by the Chairman of Board of Directors and by the Directors who request it.

The proxies are attached to the minutes.

Copies of these minutes intended for third parties shall be signed by one or more Directors.

The resolutions of the Board of Directors may be adopted by means of unanimous written consent of the Directors.

ARTICLE 12 - POWERS OF THE BOARD OF DIRECTORS

The Board of Directors has the most extensive powers to carry out all acts that are necessary or useful for the realisation of the object of the Company, with the exception of the acts for which, according to the law or the Articles of Association, the general meeting is competent.

The Board of Directors may delegate the daily management of the Company and the representation of the Company with regard to such management to one or more persons who do not necessarily have to be directors and, as the case may be, each act alone, jointly or as a collegiate body.

The Board of Directors may delegate to each proxyholder all special powers, within the limits set by the applicable legal provisions. The board may, in accordance with the RREC Legislation, determine the remuneration of those to whom special powers have been delegated.

ARTICLE 13 - INTERNAL RULES

The Board of Directors may issue internal rules.

Aedifica – Annual Financial Report 2019/2020 – 90

ARTICLE 14 - EFFECTIVE MANAGEMENT

The effective management of the Company is entrusted to at least two natural persons. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority.

ARTICLE 15 – ADVISORY COMMITTEES

The Board of Directors may establish an audit committee, a nomination and remuneration committee, and determines the composition, their duties and powers, taking into account the applicable regulations. In addition, the Board of Directors may, under its responsibility, establish one or more advising committees, of which it determines the composition and the duties.

ARTICLE 16 - REPRESENTATION OF THE COMPANY - SIGNATURE OF INSTRUMENTS

The Company is validly represented in all its acts, including those to which a public or ministry official cooperates, as well as in legal proceedings, as plaintiff, as defendant or otherwise, by two directors acting jointly or within the limits of the daily management, either by the person to whom the daily management is entrusted, acting alone within the limits of this daily management, either by two of the persons to whom the daily management is entrusted, acting jointly within the limits of this daily management.

The Company is also validly represented by special representatives of the Company within the limits of the power of attorney.

ARTICLE 17 - AUDIT

The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority. They perform the duties that are assigned to them under the Code for companies and associations and the RREC Legislation.

4.23 General provisions

ARTICLE 34 - ELECTION OF DOMICILE

For the implementation of the Articles of Association, each shareholder, holder of subscription rights and bondholder who is domiciled abroad, and each director, each delegate to the daily management, each statutory auditor and liquidator must elect domicile in Belgium. If no election is made, he/she will be deemed to have chosen his/her domicile at the registered office of the Company, where all communications, demands, summonses and notifications can be validly served.

The holders of registered shares, subscription rights or bonds must notify the Company of any change of residence or e-mail address. Failing to do so, all communications, convocations or official notifications shall be validly served at the last known place of residence or e-mail address.

ARTICLE 35 - JURISDICTION OF COURTS

For all disputes among the Company, its shareholders, holders of subscription rights, bondholders, directors, delegates to the daily management, statutory auditors and liquidators relating to the Company's affairs and the implementation of these Articles of Association, exclusive jurisdiction is granted to the courts of the Company's registered office unless expressly waived by the Company.

ARTICLE 36 - ORDINARY LAW

The Company is moreover governed by the Code of companies and associations, the RREC Legislation, as well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory legal provisions will be regarded as null and void. The invalidity of one article, or part of an article, of these Articles of Association will not affect the validity of any of the other (parts of) articles.

5. RREC

Aedifica – Annual Financial Report 2019/2020 – 90

ARTICLE 14 - EFFECTIVE MANAGEMENT

ARTICLE 15 – ADVISORY COMMITTEES

ARTICLE 17 - AUDIT

4.23 General provisions

ARTICLE 36 - ORDINARY LAW

ARTICLE 34 - ELECTION OF DOMICILE

summonses and notifications can be validly served.

ARTICLE 35 - JURISDICTION OF COURTS

or more advising committees, of which it determines the composition and the duties.

management is entrusted, acting jointly within the limits of this daily management.

ARTICLE 16 - REPRESENTATION OF THE COMPANY - SIGNATURE OF INSTRUMENTS

is granted to the courts of the Company's registered office unless expressly waived by the Company.

or part of an article, of these Articles of Association will not affect the validity of any of the other (parts of) articles.

The effective management of the Company is entrusted to at least two natural persons. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid

The Board of Directors may establish an audit committee, a nomination and remuneration committee, and determines the composition, their duties and powers, taking into account the applicable regulations. In addition, the Board of Directors may, under its responsibility, establish one

The Company is validly represented in all its acts, including those to which a public or ministry official cooperates, as well as in legal proceedings, as plaintiff, as defendant or otherwise, by two directors acting jointly or within the limits of the daily management, either by the person to whom the daily management is entrusted, acting alone within the limits of this daily management, either by two of the persons to whom the daily

The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority.

For the implementation of the Articles of Association, each shareholder, holder of subscription rights and bondholder who is domiciled abroad, and each director, each delegate to the daily management, each statutory auditor and liquidator must elect domicile in Belgium. If no election is made, he/she will be deemed to have chosen his/her domicile at the registered office of the Company, where all communications, demands,

The holders of registered shares, subscription rights or bonds must notify the Company of any change of residence or e-mail address. Failing to do so, all communications, convocations or official notifications shall be validly served at the last known place of residence or e-mail address.

For all disputes among the Company, its shareholders, holders of subscription rights, bondholders, directors, delegates to the daily management, statutory auditors and liquidators relating to the Company's affairs and the implementation of these Articles of Association, exclusive jurisdiction

The Company is moreover governed by the Code of companies and associations, the RREC Legislation, as well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory legal provisions will be regarded as null and void. The invalidity of one article,

down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority.

The Company is also validly represented by special representatives of the Company within the limits of the power of attorney.

They perform the duties that are assigned to them under the Code for companies and associations and the RREC Legislation.

5.1 General definition

Aedifica is a limited liability Company ('NV/SA') having opted for a public Regulated Real Estate Company (RREC) status.

A Regulated Real Estate Company (RREC) is:

91 – Aedifica – Annual Financial Report 2019/2020

  • set up in the form of a limited liability Company ('NV/SA') or limited partnership by shares ('CommVA/ SCA');
  • set up on the basis of the RREC legislation (Law of 12 May 2014 and Royal Decree of 13 July 2014);
  • quoted on the stock exchange, where at least 30% of shares are traded on the market;
  • a Company of which the sole purpose is:

(a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and

(b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be understood as 'real estate' within the meaning of the RREC Legislation;

(c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more:

  • -(i) DBF-agreements, the so-called 'Design, Build, Finance' agreements;
  • -(ii) DB(F)M-agreements, the so-called 'Design, Build, (Finance) and Maintain' agreements;
  • -(iii) DBF(M)O-agreements, the so-called 'Design, Build, Finance, (Maintain) and Operate' agreements; and/or
  • -(iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which:
    • -(i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and
    • -(ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and

(d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation, where applicable in cooperation with third parties:

  • -(i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods;
  • -(ii) utilities for transport, distribution, storage or purification of water and associated goods;
  • -(iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or
  • -(iv) waste and incineration plants and associated goods.

RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely strict rules governing conflicts of interest.

Until 17 October 2014, 'REIT' or 'Belgian REIT' referred to the status legally known in Belgium as 'sicafi' (French) or 'vastgoedbevak' (Dutch). As from 17 October 2014, 'REIT', 'Belgian REIT' or 'RREC' refers to 'société immobilière réglementée' (SIR, in French) or 'gereglementeerde vastgoedvennootschap' (GVV, in Dutch), also translated as 'regulated real estate Company' (RREC).

5.2 Particular regulations

Real estate property

A public RREC may invest a maximum of 20% of its consolidated assets in real estate properties which form a single real estate complex. The FSMA can give an exemption under certain circumstances.

Accounting

European legislation specifies that RRECs, along with all listed companies, must prepare their consolidated annual accounts in accordance with the IAS/IFRS international standards. This also applies to the statutory accounts (under IFRS). Given that investment properties constitute their main assets, RRECs must pay particular attention to appraising the fair value of their properties (i.e., applying IAS 40).

Valuation

Real estate properties are assessed at their fair value on a quarterly basis by independent valuation experts and recorded in the balance sheet at this value. Depreciation is not recognised on investment properties.

Aedifica – Annual Financial Report 2019/2020 – 92

Profit or loss

As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:

- 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not exempt from mandatory distribution; and - and the net decrease in the debt of the public RREC during the financial year.

Debt

The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65% (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50%, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%.

Financing

A RREC may not provide financing, except to its subsidiaries.

Fiscal status

A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% of corrected profit is distributed in the form of dividends. Refer to section 4 of chapter 'Risks factors' of this Annual Financial Report.

Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax their unrealised capital gains and exempted reserves. When real estate is acquired through a merger in which the Company acquires a normally taxed real estate company, an exit tax is owed on the deferred capital gains and tax-exempt reserves of the real estate company (taxable merger). For transactions as from 1 January 2020, the exit tax rate amounts to 15%. In addition, the additional crisis contribution (to be added to the exit tax) was reduced from 3% to 2% (compared to a taxable period starting on 1 January 2018 at the earliest). The additional crisis contribution will be eliminated as from the 2021 tax year (with regard to a taxable period starting from 1 January 2020 at the earliest). For corporate restructurings, the tax year is equal to the calendar year in which the transaction takes place.

Tax year Exit tax
2018 12.875% (12.5% + 3% of additional crisis contribution)
2019 12.75% (12.5% + 2% of additional crisis contribution)
2020 15.3% (15% + 2% of additional crisis contribution)
2021 15% (without additional crisis contribution)

The withholding tax on dividends distributed by Aedifica amounts to 15%. Pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 60% of the Company's real estate portfolio is (directly or indirectly) invested in real estate properties which are situated in a member state of the European Economic Area and which are exclusively or primarily destined for care and housing units suited for healthcare. Aedifica's shareholders benefit from this reduced rate as more than 60% of the Company's portfolio is invested in senior housing.

Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d'Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of countries, including the United States.

Glossary

93 – Aedifica – Annual Financial Report 2019/2020

1. Definitions

Aedifica – Annual Financial Report 2019/2020 – 92

As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts: - 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not

The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65% (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50%, a financial plan with an implementation schedule must be elaborated, describing the measures taken to

A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80%

Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax their unrealised capital gains and exempted reserves. When real estate is acquired through a merger in which the Company acquires a normally taxed real estate company, an exit tax is owed on the deferred capital gains and tax-exempt reserves of the real estate company (taxable merger). For transactions as from 1 January 2020, the exit tax rate amounts to 15%. In addition, the additional crisis contribution (to be added to the exit tax) was reduced from 3% to 2% (compared to a taxable period starting on 1 January 2018 at the earliest). The additional crisis contribution will be eliminated as from the 2021 tax year (with regard to a taxable period starting from 1 January 2020 at the earliest). For

12.875% (12.5% + 3% of additional crisis contribution) 12.75% (12.5% + 2% of additional crisis contribution) 15.3% (15% + 2% of additional crisis contribution) 15% (without additional crisis contribution)

The withholding tax on dividends distributed by Aedifica amounts to 15%. Pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 60% of the Company's real estate portfolio is (directly or indirectly) invested in real estate properties which are situated in a member state of the European Economic Area and which are exclusively or primarily destined for care and housing units suited for healthcare. Aedifica's shareholders benefit from this reduced rate as more

Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d'Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of

of corrected profit is distributed in the form of dividends. Refer to section 4 of chapter 'Risks factors' of this Annual Financial Report.

corporate restructurings, the tax year is equal to the calendar year in which the transaction takes place.

Tax year Exit tax

Profit or loss

Debt

Financing

Fiscal status

exempt from mandatory distribution; and

A RREC may not provide financing, except to its subsidiaries.

than 60% of the Company's portfolio is invested in senior housing.

countries, including the United States.

  • and the net decrease in the debt of the public RREC during the financial year.

prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%.

Acquisition value

The acquisition value is the agreed value between parties on the basis of which the transaction is performed. If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate Company, through the non-monetary contribution of a building against the issue of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees and costs of lifting security on the financing of the absorbed Company and other costs of the merger are also considered as part of the acquisition cost and capitalised in the asset accounts on the balance sheet. Transfer taxes are included if they were paid at the acquisition of the building.

Alternative performance measures (APM)

Since many years, Aedifica uses in its financial communication Alternative Performance Measures according to the guidelines issued by the ESMA on 5 October 2015. Some of these APM are recommended by the European Public Real Estate Association (EPRA) and others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The APM used in this annual financial report are identified with an asterisk (*). The performance measures which are defined by IFRS standards or by Law are not considered as APM, neither are those which are not based on the consolidated income statement or the balance sheet. The APM are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in the notes of the financial statements or in EPRA chapter.

Assisted-living apartment complex

One or more buildings forming a functional unit and including special housing for the elderly, allowing them to lead independent lives and with additional services available on demand.

Closed period

Period during which any officer or any person covered on the lists established by the Company in accordance with Article 6.5 of the Corporate Governance Charter, as well as any person who is closely related to them, may not carry out any trading of Aedifica shares. Closed periods are shown in the corporate governance statement.

Contractual rents

Indexed rents, including rental guarantees, but excluding cost of rent-free periods for occupied surface area.

Debt-to-assets ratio

The Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows:

  • 'Total liabilities' in balance sheet
  • I. Non-current liabilities A. Provisions
  • I. Non-current liabilities C. Other non-current financial liabilities Hedges
  • I. Non-current liabilities F. Deferred taxes liabilities
  • II. Current liabilities A. Provisions
  • II. Current liabilities C. Other current financial liabilities Hedges
  • II. Current liabilities Accrued charges and deferred income as provided in the annexes of the Royal Decree of 13 July 2014 on RRECs.
  • / Total assets less authorised hedging instruments ≤ 65%

Double net

Type of contract under which the repair and maintenance of the roof, structure and facades of the building remain the responsibility of the owner while other costs and risks are borne by the operator. This type of contract is common for senior housing in Germany.

EBIT margin

Operating result before result on portfolio divided by net rental income.

EPRA

European Public Real Estate Association is an association, founded in 1999 in order to promote, develop and regroup listed European real estate companies. EPRA establishes standards of conduct in accounting, reporting and corporate governance matters, and harmonises these rules to different countries in order to provide quality and comparable information to investors. EPRA also organises discussion forums on issues that are shaping the future of the sector. Finally, EPRA has created indices that serve as benchmarks for the real estate sector. All this information is available on the website www.epra.com.

Aedifica – Annual Financial Report 2019/2020 – 94

EPRA Earnings*

Aedifica uses EPRA Earnings* to comply with the EPRA's recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS. It represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. In Aedifica's case, the EPRA Earnings* corresponds perfectly to the result excl. changes in fair value, which was previously used in Aedifica's financial communication. The EPRA Earnings* is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model recommended by EPRA).

Estimated rental value (ERV)

The estimated rental value (ERV) is the rental value as determined by independent valuation experts.

Exit tax

Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This tax is similar to a liquidation tax on net unrealised gains and on tax-exempt reserves. See section 5.2 of the Standing Documents for more information on the current exit tax rates.

Fair value

The fair value of the Belgian investment properties is calculated as following:

  • Buildings with an investment value over €2.5 million: Fair value = investment value / (1+ average transaction cost rate defined by the BE-REIT Association)
  • Buildings with an investment value under €2.5 million:
      1. when the expert considers a building can be sold in units, the fair value is defined as the lowest value between the investment value in units / (1 + % transfer taxes depending on the region where they are located) and the investment value / (1 + average transaction cost rate defined by the BE-REIT Association);
      1. when the expert considers a building cannot be sold in units, the fair value is the investment value / (1 + % transfer taxes depending on the region where they are located).

The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as necessary in 0.5% increments.

The Belgian experts attest the deduction percentage retained in their periodic reports.

The fair value of investment properties located abroad take into account locally applicable legal costs.

Free float

Percentage of shares held by the public, according to the Euronext definition.

Gross dividend yield

Gross dividend per share divided by the stock market price as of closure.

Gross yield of the portfolio

For the total portfolio: (contractual rents + guaranteed income) / investment value, acquisition value or fair value of the concerned buildings.

IFRS

The international accounting standards (IFRS, or International Financial Reporting Standards, previously called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards Board (IASB). European listed companies have been obliged to apply these standards in their consolidated accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been required to apply IFRS in their statutory accounts.

Inside information

Inside information about Aedifica is any information:

  • which has not been made public;
  • which is accurate, i.e. refers to an existing situation or a situation which can reasonably be expected to exist or an event which has occurred or which can reasonably be expected to occur, and which is sufficiently accurate to draw a conclusion on the possible effect of this situation or event on the price of Aedifica's financial instruments or financial derivatives;
  • directly or indirectly related to Aedifica;
  • and which, if made public, could affect the price of Aedifica's financial instruments or derivative financial instruments, information being considered price-sensitive for the financial instruments or derivative financial instruments if a reasonable investor could use this information as one of the reasons for his investment decision.

Interest Rate Swap (or IRS)

95 – Aedifica – Annual Financial Report 2019/2020

An interest rate exchange contract (usually short-term against long-term and floating against fixed) between two parties to exchange financial flows calculated on a fixed notional amount, frequency and maturity. Aedifica can use this instrument for hedging purposes only.

Investment properties

Investment properties including buildings intended for sale and development projects.

Investment value

Value assessed by the expert, of which transfer taxes are not deducted.

Long lease

Aedifica – Annual Financial Report 2019/2020 – 94

Aedifica uses EPRA Earnings* to comply with the EPRA's recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS. It represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. In Aedifica's case, the EPRA Earnings* corresponds perfectly to the result excl. changes in fair value, which was previously used in Aedifica's financial communication. The EPRA Earnings* is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA

Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This tax is similar to a liquidation tax on net unrealised gains and on tax-exempt reserves. See section 5.2 of the Standing Documents for more information on the current exit tax

  1. when the expert considers a building can be sold in units, the fair value is defined as the lowest value between the investment value in units / (1 + % transfer taxes depending on the region where they are located) and the investment value / (1 + average transaction cost

  2. when the expert considers a building cannot be sold in units, the fair value is the investment value / (1 + % transfer taxes depending on

The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as necessary in 0.5% increments.

For the total portfolio: (contractual rents + guaranteed income) / investment value, acquisition value or fair value of the concerned buildings.

The international accounting standards (IFRS, or International Financial Reporting Standards, previously called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards Board (IASB). European listed companies have been obliged to apply these standards in their consolidated accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been

  • which is accurate, i.e. refers to an existing situation or a situation which can reasonably be expected to exist or an event which has occurred or which can reasonably be expected to occur, and which is sufficiently accurate to draw a conclusion on the possible effect of this situation

  • and which, if made public, could affect the price of Aedifica's financial instruments or derivative financial instruments, information being considered price-sensitive for the financial instruments or derivative financial instruments if a reasonable investor could use this information

chapter of the Annual Financial Report (in accordance with the model recommended by EPRA).

The fair value of the Belgian investment properties is calculated as following:

The Belgian experts attest the deduction percentage retained in their periodic reports.

or event on the price of Aedifica's financial instruments or financial derivatives;

Percentage of shares held by the public, according to the Euronext definition.

Gross dividend per share divided by the stock market price as of closure.

The fair value of investment properties located abroad take into account locally applicable legal costs.

  • Buildings with an investment value over €2.5 million:

  • Buildings with an investment value under €2.5 million:

rate defined by the BE-REIT Association);

the region where they are located).

The estimated rental value (ERV) is the rental value as determined by independent valuation experts.

Fair value = investment value / (1+ average transaction cost rate defined by the BE-REIT Association)

EPRA Earnings*

Exit tax

Fair value

Free float

IFRS

Gross dividend yield

Inside information

Gross yield of the portfolio

  • which has not been made public;

  • directly or indirectly related to Aedifica;

required to apply IFRS in their statutory accounts.

Inside information about Aedifica is any information:

as one of the reasons for his investment decision.

rates.

Estimated rental value (ERV)

Contract with an initial duration of at least 27 years and less than 99 years, giving a temporary right in rem to the tenant. The tenant has full use of the property during this period and pays an annual fee (rent) in return.

Market capitalisation

Closing stock market price multiplied by the total number of shares.

Marketable investment properties

Investment properties including buildings intended for sale and excluding development projects.

Net asset value per share

Total equity and liabilities divided by the number of shares outstanding (after deduction of the treasury shares).

Net rental income

Rental income

  • Writeback of lease payments sold and discounted
  • Rental-related charges

Occupancy rate

For the total portfolio: (contractual rents + guaranteed income) / (contractual rents + estimated rental value (ERV) on vacant areas of the property portfolio). We note that this occupancy rate includes the investment properties for which units are in renovation and hence temporarily not rentable.

Operating margin

Property operating result divided by net rental income.

Operating result before result on portfolio

The Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on portfolio as follows:

  • Property operating result
  • Overheads
  • ± Other operating income and charges

Pay-out ratio

Dividend per share divided by the corrected profit per share.

Profits excluding changes in fair value

Profit (attributable to owners of the parent)

  • Changes in fair value of investment properties (IAS 40)
  • Changes in fair value of financial assets and liabilities (IFRS 9)

Property operating result

The Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows:

  • Property result
  • Technical, commercial and property management costs
  • Charges and taxes on unlet properties
  • Other property charges

Aedifica – Annual Financial Report 2019/2020 – 96

Profit to be paid out (or corrected profit)

The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows:

The Company must distribute, as return on capital, an amount corresponding at least to the positive difference between the following amounts:

  • 80% of an amount equal to the sum of the adjusted result (A) and the net capital gains on realisation of investment properties not exempt from the obligation of distribution (B). (A) and (B) are calculated according to the following scheme:

Corrected profit (A)

Profit of loss

    • Depreciations
    • Write-downs
  • Reversals of write-downs
  • Writeback of lease payments sold and discounted
  • ± Other non-cash items
  • ± Gains and losses on disposals of investment properties
  • ± Changes in fair value of investment properties
  • = Corrected profit (A)
  • Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)

± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus capital expenditures)

  • Gains and losses on disposals of investment properties during the financial year, exempted from the obligation of distribution, subject to reinvestment within 4 years (gains compared to the acquisition value plus capital expenditure)

± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years (gains and losses compared to the acquisition value plus capital expenditures)

= Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)

And

  • net decrease during the financial year of the debt of the public RREC, as provided in Article 13 of the Royal Decree of 13 July 2014 (see definition of the debt-to-assets ratio).

Result on portfolio

The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:

Gains and losses on disposals of investment properties

  • Gains and losses on disposals of other non-financial assets

± Changes in fair value of investment properties

Transfer taxes

The transfer of ownership of a property is subject to the payment of transfer taxes. The amount of these taxes depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of taxes to be paid, are only known once the transfer has been completed.

The range of taxes for the major types of property transfer includes:

  • Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 10% for properties situated in the Flemish Region;
  • Sale of real estate under the rules governing estate traders: 4.0 to 8.0%, depending on the Region;
  • Surface and long lease agreements for real estate (up to 50 years for surface rights and up to 99 years for the long lease right): 2%, or 0.5% if the tenant is a non-profit organisation);
  • Sales of properties where the purchaser is a public body (e.g. an agency of the European Union, the Federal Government, a regional government or a foreign government): tax exempt;
  • Contribution in kind of real estate property against the issue of new shares in favour of the contributing party: tax exempt;
  • Sale of shares of a real estate Company: no taxes;
  • Merger, split and other forms of Company restructuring: no taxes;
  • etc.

The effective rate of the transfer tax therefore varies from 0 to 12.5%, whereby it is not possible to predict which rate would apply to the transfer of a given property before that transfer has effectively taken place.

N.B. We note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of the investment properties under IFRS on the balance sheet is calculated by the expert by deducting a fixed percentage of transfer tax (currently 2.5%) from the investment value. However, for investment properties with a value of less than €2.5 million, the transfer taxes to be deducted vary depending on the rates applicable given the building's location.

Triple net

Aedifica – Annual Financial Report 2019/2020 – 96

Profit to be paid out (or corrected profit)

  • Writeback of lease payments sold and discounted

± Gains and losses on disposals of investment properties ± Changes in fair value of investment properties

Gains and losses on disposals of investment properties - Gains and losses on disposals of other non-financial assets

The range of taxes for the major types of property transfer includes:

0.5% if the tenant is a non-profit organisation);

  • Sale of shares of a real estate Company: no taxes;

the rates applicable given the building's location.

government or a foreign government): tax exempt;

  • Merger, split and other forms of Company restructuring: no taxes;

of a given property before that transfer has effectively taken place.

± Changes in fair value of investment properties

Corrected profit (A) Profit of loss + Depreciations + Write-downs

  • Reversals of write-downs

± Other non-cash items

= Corrected profit (A)

capital expenditures)

definition of the debt-to-assets ratio).

once the transfer has been completed.

the Flemish Region;

Result on portfolio

Transfer taxes

  • etc.

And

The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows:

the obligation of distribution (B). (A) and (B) are calculated according to the following scheme:

Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)

= Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)

reinvestment within 4 years (gains compared to the acquisition value plus capital expenditure)

The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:

  • Sale of real estate under the rules governing estate traders: 4.0 to 8.0%, depending on the Region;

(gains and losses compared to the acquisition value plus capital expenditures)

The Company must distribute, as return on capital, an amount corresponding at least to the positive difference between the following amounts: - 80% of an amount equal to the sum of the adjusted result (A) and the net capital gains on realisation of investment properties not exempt from

± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus

  • Gains and losses on disposals of investment properties during the financial year, exempted from the obligation of distribution, subject to

± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years

  • net decrease during the financial year of the debt of the public RREC, as provided in Article 13 of the Royal Decree of 13 July 2014 (see

The transfer of ownership of a property is subject to the payment of transfer taxes. The amount of these taxes depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of taxes to be paid, are only known

  • Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 10% for properties situated in

  • Surface and long lease agreements for real estate (up to 50 years for surface rights and up to 99 years for the long lease right): 2%, or

  • Sales of properties where the purchaser is a public body (e.g. an agency of the European Union, the Federal Government, a regional

The effective rate of the transfer tax therefore varies from 0 to 12.5%, whereby it is not possible to predict which rate would apply to the transfer

N.B. We note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of the investment properties under IFRS on the balance sheet is calculated by the expert by deducting a fixed percentage of transfer tax (currently 2.5%) from the investment value. However, for investment properties with a value of less than €2.5 million, the transfer taxes to be deducted vary depending on

  • Contribution in kind of real estate property against the issue of new shares in favour of the contributing party: tax exempt;

Type of contract under which operating charges, maintenance costs and rents on empty spaces related to the operations are borne by the operator.

Velocity

Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext.

2. Acronyms

APM: Alternative Performance Measure CEO: Chief Executive Officer CFO: Chief Financial Officer CIO: Chief Investment Officer CLO: Chief Legal Officer CM&AO: Chief Mergers & Acquisitions Officer COO: Chief Operating Officer DCF: Discounted Cash Flow EBIT: Earnings Before Interests and Taxes ECB: European Central Bank EPRA: European Public Real Estate Association ESMA: European Securities and Markets Authority ERV: Estimated Rental Value FBI: Federale Beleggingsinstelling FSMA: Financial Services and Markets Authority IAS: International Accounting Standards IFRS: International Financial Reporting Standards IPO: Initial Public Offering IRREC: Institutional Regulated Real Estate Company IRS: Interest Rate Swap NN: Double Net NNN: Triple Net REIT: Real Estate Investment Trust RREC: Regulated Real Estate Company SARL: Société à Responsabilité Limitée SCS: Société en Commandite Simple SPV: Special Purpose Vehicle WAULT: Weighted average unexpired lease term

97 – Aedifica – Annual Financial Report 2019/2020

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FOR FURTHER INFORMATION

Ingrid Daerden, CFO – [email protected] Delphine Noirhomme, Investor Relations Manager – [email protected]

CREATION AND PRODUCTION

www.chriscom.eu the Aedifica team

PHOTOGRAPHY

Buildings: Atelier Jahr, Dan Chadwick, David Plas & Eric Herschaft Portraits: Emy Elleboog

AEDIFICA NV/SA

Public Regulated Real Estate Company under Belgian law Rue Belliard 40 (box 11) in 1040 Brussel - Belgium Tel: +32 (0)2 626 07 70 - Fax: +32 (0)2 626 07 71 BTW-BE 0877 248 501 – Register of Legal Entities of Brussels

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CE RAPPORT FINANCIER ANNUEL EST ÉGALEMENT DISPONIBLE EN FRANÇAIS1

DIT JAARVERSLAG IS EVENEENS BESCHIKBAAR IN HET NEDERLANDS1

  1. The Dutch version of the document represents the original document. The French and English versions are translations and were prepared under Aedifica's responsibility.

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Belliardstraat 40 Rue Belliard — Brussel 1040 Bruxelles tel +32 (0)2 626 07 70 — fax +32 (0)2 626 07 71 Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht Société immobilière réglementée publique de droit belge BTW BE 0877 248 501 - R.P.R. Brussel — TVA BE 0877 248 501 - R.P.M. Bruxelles

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