Annual Report • Jun 7, 2024
Annual Report
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Corporate governance statement

In accordance with Articles 3:6 and 3:32 of the Belgian Code of Companies and Associations, the required com ponents of Aedifica's annual financial report 2023 are included in the follow ing chapters:
This annual financial report provides an overview of the activities and financial statements for the financial year ending on 31 December 2023.

Delphine Noirhomme, Investor Relations Manager – [email protected]
the Aedifica team
Buildings: Asheigh Britten, Atelier Jahr, Dan Chadwick, David Plas, Eric Herschaft, Gunter Binsack, Kate Gabor, Mika Huisman, Nicolas Peeters, Roope Jakonen, Sami Säily, Sami Tirkkonen, Tommi Levy, Vivianne van der Maas & Wille Nyyssönen
Portraits: David Plas, Nicolas Peeters & Sami Säily
Public Regulated Real Estate Company under Belgian Law Belliardstraat 40 (box 11) in 1040 Brussels - Belgium Tel: +32 (02) 626 07 70 - Fax: +32 (02) 626 07 71 Tax-BE 0877 248 501 – Register of Legal Entities of Brussels www.aedifica.eu
Ce rapport annuel est également disponible en français 1 . Dit jaarverslag is eveneens beschikbaar in het Nederlands 1 .
ANNUAL REPORT 2023
Corporate governance statement




Corporate governance statement

As a developer and investor in healthcare real estate, Aedifica wants to offer buildings that are sustainable and futureproof without losing sight of what matters most to us: the quality of life of the people who live there. Our goal is to give people the space they need to receive care in the way they prefer and to make their lives as pleasant as possible.
When we first conducted interviews with a num ber of people who live and work in our care properties as part of our annual report last year, we quickly noticed how much everyone focused on the social aspect of real estate. They perceived our care homes not merely as places to receive care, but as meeting places that create connection.
This year, we wanted to give you another glimpse into the daily life in care homes through some authentic portraits of people who live there. All seven people were asked the same question: where do you feel happiest here? Each of them took us to one of the common areas of their building. Unconsciously, in doing so, they confirmed our conclusion from last year.
Bernadette takes us to the swimming pool, where she swims a few laps every morning with a friend, and tells us about the creative room where she participates in a variety of activities with the other residents. Hilde and Hubert show us the restaurant where they have lunch every day. Rinus and Theo invite us to the coffee morning they host every Wednesday to which the whole neighbourhood is welcome.
Irja takes us to the common living room where she enjoys chatting with other residents, while Emma tells us about the physical therapy room where she took back control of her life.
When we ask them about their favourite space, they all spontaneously think of common areas where they can meet other residents or people from the neighborhood. That sense of connec tion is vital for people's well-being. As a property owner, we contribute to this by offering con cepts that respond to that social aspect.
I would like to thank our seven experts by expe rience for bringing their stories here. I hope that through their experiences you will get a better picture of the added value for society that we create at Aedifica.
Stefaan Gielens, CEO
Residents perceive our care homes not merely as places where they receive care, but as meeting places that create connection.
Stefaan Gielens CEO
Corporate governance statement
It is Wednesday when we set foot through the entrance of Het Gouden Hart (The Golden Heart) in Leiden. It is pleasantly crowded. In the high hall, a group of elderly people sits around a wide table. A weekly coffee morning is organised here, where residents of the care residence and people from the neighbourhood are all welcome.
Rinus Caljouw, 85, a neighbourhood resident, and Theo de Jager, 95, a flamboyant resident, attend the weekly coffee mornings each Wednesday to share the latest news from inside and outside the building. They need not be deep conversations; social chit chat suits them both just fine.
Rinus owned a moving company. After a merger, he spent some time in India. He returned bursting with self-knowledge and concern for our world. Each month, Rinus puts his thoughts on paper in poetry form and shares them with the group. 'If you are always there for others with all your heart, then you have understood what this life is all about,' reads this month's wisdom. 'People love to stick it on their refrigerator,' says Rinus. As a local resident, he has integrated well into the community of the care residence and even celebrated his birthday there.
In addition to family and neighbours, residents of the care home were invited as well.
Theo was a pilot. First, he flew fighter jets, then he did transports for the United Nations and then he was a test pilot. He lived in the United States, Sudan, Ghana, Senegal, Sweden and Portugal and ended up here two years ago when walking became difficult and he was in need of care. Now he chairs the client board of the care residence and is committed to the well-being of the residents and their comfort in the building. 'Sometimes it's about small things that make life more pleasant for the residents, such as better cutlery or fixing loose stones at the entrance,' Theo explains. The client council was also involved in the process of selecting the new site manager.
'Our coffee mornings are always fascinating,' says Theo, 'they break through our mutual differences. We don't always have much in common, but that doesn't prevent us from making it a pleasant morning together.' Rinus agrees. 'We sit next to someone different every week, so we always get to know new people.'
HGH Leiden is a care residence in the heart of Leiden that provides a home for 58 elderly people.


Corporate governance statement

The shutters slide open gently. As we step into the pool area, it is pleasantly warm, and the sun falls on our faces through the floor-to-ceiling windows. As our attention wanders to the ceiling painting in which white clouds are set against a soft blue sky, a beautiful view of the 'Damse Vaart' in Bruges unfolds before us.
Bernadette begins her daily swim. Elegantly but carefully, she moves through the water with her glasses on, trying to keep her hair dry. Every morning, she comes with some friends to the pool – her favourite place – 'to stay in shape and healthy,' she says. She is, after all, only 95. She regularly participates in the aqua gym, and she also finds the hot tub enjoyable. Moving does her good, Bernadette says, as 'we sit enough during the day!'
Her apartment is a gem: fresh flowers adorn the coffee table, antique vases perched on the cabinet, a large dresser with glass doors reveals her set of old China and a beautiful Tiffany lamp provides a warm atmosphere. Bernadette shows us another beautiful view from her terrace with glass see-through walls.
She utters that the window is not quite clean, takes a chair and quickly begins to wipe down the glass.
Bernadette is a busy bee. At the care home, she participates in wine tastings, trips to markets and museums, walks and aperitif concerts. She is also always present at cocktail afternoons. Everyone brings their own bottle, after which they mix and shake in all colours and flavours. Moreover, there is also the creative space, where a group of sewing enthusiasts regularly go about their business. 'I love that we have that space,' Bernadette says, 'because we can organise all kinds of activities there, such as flower arranging classes.' Sometimes things can get a little quieter, too. In such moments, she heads to the reading lounge, not far from the bar, where books on Da Vinci, Raphael, Rome and current news magazines line the shelf.
'What I like so much is that here we are free and have every opportunity to do things we find pleasurable. Everything is possible and nothing is forced, but I like participating in a lot of things. We have the space for it in this building and it would be a shame not to take advantage of it,' Bernadette concludes.
Militza Brugge is located in the Hanzepark near the Damse Vaart in Bruges and accommodates 120 elderly people.
We meet Emma in Dartford, where she resides at the Peter Gidney Neurological Centre, part of the Beechcare care home. She is in an electric wheelchair, which is both her lifeline and a sym bol of her independence. Pink is her favourite colour, hamburgers are her favourite food and A-ha is her favourite band, but Emma's favour ite person is Susie, her daughter.
Emma, who just turned 50, is bubbly and humorous and speaks in one-word sentences. She moves around in her electric wheelchair as if she were a Formula One driver preparing for a race. Emma enjoys participating in activities at the care home, such as quizzes or bingo. Every day, she rides around the ward where she resides and has developed friendships with the other residents. In addition, Emma occasionally takes trips around the neighbourhood and goes to the mall to buy clothes or to enjoy a nice lunch at the local pub.
Since she was admitted here in May 2021, Emma has come a long way. Initially, she had a manual wheelchair, but because she could not propel herself, she depended on others to get around. She was quiet and withdrawn and chose to stay in bed most days. She had a limited ability to express her needs, so she was often sad and found it difficult to express why she felt so down.
progress she has been able to make through therapy, Emma has now been able to build a strong bond with her daughter, who she sees three times a week. Susie now no longer sees the residential care centre as a hospital, but as a fun and happy place where mom lives.
Beechcare care home is located in Dartford and provides a home for 65 people, both the elderly and adults of younger age who need continuing care.


Corporate governance statement

The sidewalk is covered with a layer of fresh snow as we walk to the Nonna Lumina building. This brand-new care facility in the heart of Oulu was only recently completed but is already filling up nicely. We are welcomed by 84-year-old Irja Huovinen, who was one of the first to arrive here last December.
Irja made a conscious decision to move to a care apartment. Independent living was becoming difficult, and she judged that she needed support. Her biggest concern was her social life: she wanted to move to a place where she could have a lot of contact with peers. She found that at Nonna Lumina.
When we ask about her favourite room, she doesn't have to think for long. Excited, she takes us to one of the three large and cosy communal living rooms. 'Here we can do all kinds of activities, or just chat with each other. There is always a cheerful bustle.'
'Here I feel at home and part of the community,' Irja tells us. One can often find her in the living room playing board games, reading, watching TV, doing crafts, or taking exercise classes. 'If I want company, I can always find it here. I enjoy exchanging news and spending time with others,' Irja says.
After a tour of the living room, she takes us to her corner apartment on the eighth floor, which boasts a wide panoramic view. 'I have the best view of Oulu,' she says proudly. Then she talks about the facilities the care property offers, including a gym, a sauna and a terrace on the top floor. 'I actually have everything I could wish for here. I have access to all the services I need. There is 24/7 support, I have lots of social contact and there is a choice of activities. Living here makes my life much easier and more pleasant.'
Located in Oulu's city centre, Nonna Lumina provides a home for 110 elderly people.
Corporate governance statement

For Hubert Schotte and Hilde Heyns, the restaurant is the place to be. 'We consciously eat simple and healthy,' Hilde explains. Hubert was a neuropsychiatrist and Hilde was a nurse for school children during her career. Health is a life motto for this couple.
Four years ago, when they were 83 and 81, they decided to move here from across the water. They could follow the construction of the care home from their living room. They were thus already familiar with the building when they became residents there themselves. 'It's not quite like home,' says Hubert, 'but it was a conscious choice to come and live here. We find peace and freedom here and we have been able to stay in our familiar surroundings.'
The couple has several daily rituals. In the morning, Hubert prepares breakfast in their apartment. Then they do some shopping in the neighbourhood or make a trip to the city centre for a cup of coffee. They then have lunch in Militza Brugge's spacious and sunny restaurant, where they enjoy fresh food daily. 'That's all it has to be,' says Hilde, who used to be the cook at home. If Hubert could choose, vol-au-vent or red cabbage would be on the menu. For Hilde, it would be mussels.Their cosy apartment feels like a familiar cocoon: there is furniture they brought from home and on the wall hangs
a beautifully painted portrait of Hilde as a child alongside two large abstracts. A little further on the same wall hang garlands and beads of their grandchildren. They make a lot of time for them, too. Although friends and family are always welcome in the care home's restaurant, Hubert prefers to go to dinner in town with the whole gang. This, for him, is pure enjoyment.
They are clearly comfortable in this generously proportioned space filled with plenty of light falling through the windows and overlooking a spacious outdoor terrace. 'Sometimes I miss a garden,' says Hubert, 'but of course you can't have everything. We do have other things instead: shopping and walking spots nearby, the Hanzepark as your own garden, cafes and restaurants as your own kitchen, and theatres and museums as an extension of your living room.'
'We are happy with our choice to live here,' concludes Hilde, 'we have a warm place to ourselves as well as the pleasant common areas in the building and we don't have to worry about anything else. A home brings with it responsibility and maintenance, and we don't have to worry about that now. It's a good feeling.'
Militza Brugge is located in the Hanzepark near the Damse Vaart in Bruges and accommodates 120 elderly people.
For nearly twenty years, Aedifica has been building futureproof healthcare real estate. Thanks to our successful strategy, our real estate portfolio has grown by an average of 22% annually to over €5.8 billion.
Given the 2023 market environment, we remained disciplined in our use of capital, focusing instead on strengthening our balance sheet, executing the investment programme and managing our portfolio. This allowed the Group to once again post excellent results – reflected in an increase in EPRA Earnings* per share – while at the same time maintaining a sound debt-to-assets ratio and keeping the cost of debt at reasonable levels.
Aedifica's ability to deliver these results demonstrates the resilience of the healthcare real estate sector, which will continue to need additional capacity in the years to come due to the ageing European population.


>€110 m

new investments made & projects announced investment-grade credit rating with stable outlook
Profile

Klein Veldekens - Geel (BE)
Our tagline says it all. Aedifica is a Belgian listed company that is specialised in offering innovative and sustainable real estate concepts to our care operators and their residents across Europe, focus ing in particular on housing for elderly people with care needs.
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 their users and that improve their quality of life. We don't just invest in properties, we invest in society.
We aim to offer our shareholders a reliable real estate investment with an attractive return based on the successful strategy we developed throughout the past 18 years: combining a high-quality diverse portfolio that generates recurring and indexed rental income with industry leading long-term partners, an experienced team and a collaborative mindset.
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Since 2020, Aedifica has been part of the BEL 20, the leading share index of Euronext Brussels. The share is also part of the new BEL ESG index, which tracks companies that perform best on ESG criteria.
ANNUAL REPORT 2023 - THIS IS AEDIFICA - PROFILE
Discussing 2023 and the future Aedifica in 2023
Corporate governance statement

Why invest?
1 Pure-play healthcare REIT in Europe
2 Solid underlying demographic trends > p35
3 Long-term growth potential
4 Public financing supporting our tenants
5 19 years weighted average lease term > p30
6 Fair value of portfolio showing resilience > p73
7 Strong track record in investment, equity & debt financing
8 Attractive dividend amply covered by operating cash flows > p81
• Founding of Aedifica • Portfolio of apartments & hotels
• Listing on Euronext Brussels • First investments in healthcare real estate
2012
• €100m raised on capital markets
2013
• First investments in Germany
2015
• €150m raised on capital markets
2016
• First investments in the Netherlands
2017
• €220m raised on capital markets

• €310m raised on capital markets • Launch of net zero GHG pathway
• Entry in BEL ESG index • €410m raised on capital markets
ANNUAL REPORT 2023 - THIS IS AEDIFICA - PROFILE
Discussing 2023 and the future Aedifica in 2023
Corporate governance statement

With Aedifica's solid results in mind, Serge Wibaut, Chairman of the Board of Directors, and Stefaan Gielens, Chief Executive Officer, reflect together on the 2023 financial year. In doing so, they already look ahead to what 2024 has in store.
Serge Wibaut: 2023 was a somewhat atypical year for Aedifica compared to previous financial years. Because of the changed market environment, we had to slow down our growth pace and focus on strengthening our balance sheet, executing the investment programme and managing the portfolio.
Stefaan Gielens: Indeed, we remained disciplined in our use of capital in 2023, focusing our resources on only a limited number of investments. We were still able to announce a number of new development projects for the Hoivatilat team in Finland at attractive yields. In addition, with 36 completed projects totalling nearly €310 million, we did deliver a record amount in projects from our investment programme. In 2024, we are again expecting to deliver around €295 million in projects, further reducing our investment programme to €120 million by the end of the year – not considering the addition of new projects throughout the year.
SW: The market environment has also led us to reconsider a few projects and review our standing portfolio. Active management of the pipeline resulted in nine projects being withdrawn from our committed pipeline. As part of our asset rotation programme, we sold eighteen buildings that no longer met our criteria, including five Brussels-based care homes operated by Orpea.
SG: Managing our portfolio also required us to transfer the operations of certain care homes to new tenants, aiming to proactively reduce tenant risks in our portfolio. Intervening in time has allowed us to guarantee continuity of care and operations.
Meanwhile, we can see signs that the tide is turning. Operators' occupancy rates for mature assets appear to be well above 80% in all countries and increasing year-over-year, demonstrating the resilience of the sector. With higher occupancy rates, the financial health of care operators is expected to improve again. Moreover, this trend is not only evident in strong markets such as the UK, but we also see positive signs in markets that were struggling, such as Germany.
SW: Despite the volatile macroeconomic environment, we also proved our financial resilience in 2023. At 1.9%, we managed to keep the average cost of debt at a reasonable level thanks to the interest rate hedges we had in place – with a weighted average maturity of over 5 years – covering nearly all our financial debt.
Corporate governance statement
SG: Following our €380 million capital increase in early July, we were able to strengthen our equity position and reduce the consolidated debt-to-assets ratio to 39.7% at the end of 2023, well below the 45% threshold set out in our financial policy. S&P confirmed our healthy balance sheet at the end of July by reaffirming its BBB investment-grade rating with a stable outlook.
SW: We also strengthened our financial resources by contracting €645 million in new long-term bank financing, of which €540 million was refinancing. With €911 million in headroom on committed credit lines at the end of 2023, we have ample resources to finance the execution of the investment programme and liquidity needs in 2024.
SG: With the healthy balance sheet we pursued in 2023, we are also well positioned to seize new opportunities, if and when they arise in 2024. Portfolio valuation appears to have stabilised around -0.5% per quarter on a like-for-like basis towards the end of 2023. Even if this were to become the trend throughout 2024, we expect the debt-to-assets ratio to remain well below 45% by the end of 2024.
SW: Even when focusing on what really mattered, our healthy balance sheet, scaling down the investment programme and fine-tuning the portfolio, we were once again able to post solid results in 2023.
SG: Rental income increased by 15% to €314 million, driven not only by additional income from completed projects, but also by rent indexation of 5.6%. This resulted in €220 million in EPRA Earnings, up 21% year-on-year and

supported by a one-off tax refund of €9.0 million after obtaining the 'FBI' regime in the
SW: Those excellent results allow us, despite the increased number of shares following the capital increases, to propose a gross dividend of €3.80 per share to the General Meeting, keeping the pay-out ratio at a conservative level. Again benefiting from the reduced withholding tax of 15%, our shareholders have a net dividend yield
SG: Moreover, we expect EPRA Earnings to increase to €223 million in 2024, resulting in expected EPRA Earnings per share of €4.70 based on the increased number of shares following the 2023 capital increases, which will still allow us to increase the gross dividend for 2024 by 3% to €3,90 and maintain a conserva-
Netherlands.
of 6% at the end of 2023.
tive pay-out ratio of approx. 83%.
SW: With such results and balance sheet, we have not only confirmed the resilience of healthcare real estate, but also armed ourselves for the new financial year. Once market sentiment turns, the cost of capital cools down and the investment climate rebounds, we shall be ready to seize opportunities. The question is when the tipping point will be.
SG: Perhaps in the second half of 2024? Within our property segment, there are already indications that we are heading in the right direction. Operators are again in a better financial position. Not only because of their increased occupancy rates, but also because income per resident seems to be rising. Furthermore, population ageing across Europe is gaining speed. More people are ageing, living longer and experiencing With such excellent results and our healthy balance sheet, we have not only confirmed the resilience of healthcare real estate, but also armed ourselves for the future.
diseases associated with old age that require specific care. This will drive demand for additional capacity in the second half of the twenties. Moreover, as a specialised investor and developer of healthcare real estate concepts, we are well positioned to respond to their needs and offer people quality buildings in which they can not only receive care in the way they prefer, but also feel genuinely at home.
Profile Discussing 2023 and the future
| Belgium | Germany | Netherlands |
|---|---|---|
| 80 sites | 100 sites | 72 sites |
| 8,100 residents | >10,200 residents | >3,100 residents |
| 514,800 m² | 580,500 m² | 345,600 m² |
| €1,236m fair value | €1,157m fair value | €651m fair value |
| €47m in pipeline | €72m in pipeline | €13m in pipeline |
| 20 years WAULT | 21 years WAULT | 16 years WAULT |
| 5.7% gross yield | 5.4% gross yield | 6.2% gross yield |
345,600 m² €651m fair value €13m in pipeline 16 years WAULT 6.2% gross yield Ireland 22 sites 2,300 residents
117,200 m²
€393m fair value €43m in pipeline 23 years WAULT 5.6% gross yield 2 sites under construction 300 residents 15,500 m² €3m fair value €25m in pipeline 30 years WAULT
United Kingdom1
114 sites 7,300 residents 329,400 m² €1,046m fair value €77m in pipeline 22 years WAULT 6.4% gross yield
Spain
To keep Aedifica's reporting simple, properties in the Channel Islands and Isle of Man are presented under the UK portfolio.
Profile Discussing 2023 and the future Aedifica in 2023
Consolidated key figures & EPRA performance indicators 1
| Property-related key figures | 31/12/2023 | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| Fair value of real estate portfolio* (in € million) 2 | 5,849 | 5,704 | 4,896 |
| Number of properties | 617 | 622 | 587 |
| Gross yield based on fair value (in %) | 5.8% | 5.5% | 5.5% |
| EPRA Net Initial Yield (NIY) (in %) | 5.3% | 4.9% | 4.9% |
| EPRA Topped-up NIY (in %) | 5.4% | 5.1% | 5.1% |
| Occupancy rate (in %) | 100% | 100% | 100% |
| EPRA Vacancy Rate (in %) | 0.1% | 0.4% | 0.5% |
| WAULT (in years) | 19 | 19 | 20 |
| Like-for-like rental growth (group currency, in %) | 5.2% | 4.2% | 1.9% |
| Financial key figures | 31/12/2023 | 31/12/2022 | 31/12/2021 |
| Rental income (in € million) | 314.2 | 273.1 | 232.1 |
| EPRA Earnings* (in € million) | 219.6 3 | 181.4 | 151.5 |
| Net result (owners of the parent) (in € million) | 24.5 | 331.8 | 281.8 |
| EPRA Cost Ratio (including direct vacancy costs)* (in %) | 15.4% | 15.9% | 16.7% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (in %) | 15.4% | 15.9% | 16.7% |
| Debt-to-assets ratio (in %) | 39.7% | 43.6% | 42.6% |
| Average cost of debt (in %) | 1.7% | 1.3% | 1.4% |
| Average cost of debt (incl. commitment fees, in %) | 1.9% | 1.4% | 1.5% |
| Weighted average maturity of drawn credit lines (in years) | 4.4 | 4.7 | 5.7 |
| Interest Cover Ratio* (ICR) 4 | 5.9 | 7.5 | 7.0 |
| Hedge ratio (in %) | 95.8% | 88.7% 5 | 90.3% |
| Weighted average maturity of hedging (in years) | 5.1 | 6.6 | 6.6 |
| Net debt/EBITDA* 6 | 8.4 | 10.5 | 10.6 |
| Key figures per share | 31/12/2023 | 31/12/2022 | 31/12/2021 |
| EPRA Earnings* (in €/share) | 5.02 | 4.76 | 4.35 |
| Net result (owners of the parent) (in €/share) | 0.56 | 8.71 | 8.10 |
| EPRA NRV* (in €/share) | 84.17 | 88.20 | 85.1 |
| Net asset value (in €/share) 7 | 75.20 | 78.83 | 73.34 |
| Dividend (gross, in €/share) | 3.80 | 3.70 | 3.40 |
EPRA Earnings*
* Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. Aedifica has used Alternative Performance Measures in accordance with ESMA guidelines in its financial communication for many years. Some of these APMs 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 the Company's results and performance. The APMs used in this annual report are identified with an asterisk (*). Performance measures defined by IFRS standards or by Law are not considered to be APMs, neither are those that 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. 1. See the section 'Summary of the consolidated financial statements' on page 70 & following for more information on key figures stemming from the financial statements.
Including marketable investment properties, assets classified as held for sale*, development projects, rights of use related to plots of land held in 'leasehold' in accordance with IFRS 16 and land reserve.
Profile Discussing 2023 and the future Aedifica in 2023 Key figures
In brief Highlights
Corporate governance statement
| Portfolio | Partners | Organisation | Financial review |
|---|---|---|---|
| >140 operator groups diversified tenant base +18% increase in EPC coverage Climate change risk assessment conducted 2023 Environmental Data Report to be published in June 2024 pages 27-44 |
25% properties with green lease annex 41% leases with quality-of-care commitment 32% increase in participation in new operator survey €40,000 in charity donations pages 45-52 |
127 employees 42 years average age 21 hours training per employee 89% of staff would recommend Aedifica as a great place to work pages 53-61 |
+15% increase in rental income y/y +5.2% increase in rental income LFL +21% increase in EPRA Earnings* y/y €911 million headroom on credit lines to finance CAPEX and liquidity needs 50% of drawn credit lines are linked to sustainability pages 62-82 |
Profile Discussing 2023 and the future Aedifica in 2023 Key figures In brief
Corporate governance statement
36 projects
€113million in new investments & developments pages 63-64
Eighteen buildings were divested in 2023, which not only reduced our exposure to the Orpea group and the Brussels region, but also allowed us to remove from our portfolio some buildings that no longer met our sustainability criteria. In addition, we transferred the operations of certain care homes to new operators in order to guarantee continuity of operations while proactively reducing tenant risks.
Given the volatile macroeconomic environment, we reconsidered some previously announced investments. Active management of our investment programme has led to nine projects totalling approx. €82 million being withdrawn and one project of €13 million being re-added.
page 34
Aedifica completed two capital increases in 2023, confirming the market's confidence in our strategy. Following the optional dividend in May generating approx. €26 million, we launched a €380 million rights issue in June, bringing the total raised to around €406 million.
page 68
In 2023, we strengthened our financial resources by contracting €645 million in bank loans, of which €540 is refinancing and €105 million is new financing.
In July, S&P reaffirmed Aedifica's BBB investment-grade rating with a stable outlook, reflecting the strength of our balance sheet and liquidity.
page 68
Our CSR approach is paying off, as evidenced by the share's inclusion in the new BEL ESG index and excellent scores from various ESG assessments. In the GRESB, the Group achieved an excellent score of 75/100 for the 2022 reference year, highlighting Aedifica's efforts to reduce its greenhouse gas emissions.
For the third year in a row, our participation in the Great Place to Work survey earned Aedifica recognition as a 'Great Workplace', allowing us to carry the label again in 2024. Moreover, in 2023 we went one step further as our Finnish team was lauded as the seventh best workplace in Europe.
page 55
A few years ago, we launched our Community Days programme, offering staff the opportunity to spend one working day a year volunteering at one of our care properties, allowing them to connect with our various stakeholders. In 2023, we took our Community Days to the next level by further rolling out the concept to the Finnish team. A total of 51 employees performed 218 hours of volunteering in eight of our care residences.
page 50
ANNUAL REPORT 2023 - THIS IS AEDIFICA - HIGHLIGHTS
't Spelthof - Binkom (BE)
As an investor and developer, Aedifica specialises in innovative and sustainable real estate that meets the needs of care operators and their clients across Europe, focusing in particular on housing for elderly people with high care needs.
We do not just invest in properties, we want to create value for society. Through our buildings, we aim to improve the quality of life of their users and reduce their impact on the environment. Our tailored real estate solutions help our tenants succeed. We make our people thrive by offering them a healthy and inclusive workplace. Our portfolio's rental income provides stable returns for investors.
Thanks to our successful strategy over the past eighteen years, Aedifica has established itself as a market reference in listed healthcare real estate in Europe. And we are not done yet.
Strategy Our approach to Corporate Social Responsibility
Corporate governance statement
How we create value
Europe's population is ageing, driving the need for specific healthcare real
Urbanisation Europe continues to urbanise, creating demand for integrated healthcare real estate concepts with a
variety of services.
Consolidation Private and public care providers increasingly rely on private investors to fund their healthcare real estate infrastructure as they are further expanding or adapting their activities.
Public funding European governments continue to finance the care needs of their populations with public funds.
estate.

• Acquiring & developing • Diversifying • Improving • Strengthening • Caring Our focus Capitalising on demographic trends and long-term partnerships with our operators, we focus on building a high-quality European healthcare real estate portfolio and understanding the long-term care and housing needs of the ageing population.
• Through our long-term partnerships with operators, suppliers and local authorities, we create a solid foundation to fulfil our company's purpose and pursue continued growth.
• We create a healthy, diverse and inclusive environment which enables our people to thrive and achieve their potential. 127 employees Great Place to Work
• Our portfolio generates predictable long-term revenues, offering attractive opportunities for current and future investors.

rental income
€3.80 gross dividend/share
children
>140
operator groups
19 years WAULT
617 properties
Our approach to Corporate Social Responsibility
Corporate governance statement
We want to provide sustainable and innovative healthcare real estate that improves the quality of life of the people that live and work in our buildings by putting them centre stage and giving them the space to receive the care they need in the way they prefer.
Our focus
Capitalising on demographic trends and long-term partner ships with our operators, we focus on building a high-quality European healthcare real estate portfolio and understanding the long-term care and housing needs of the ageing population.
their clients.
• By diversifying the building types within our portfolio and even combining types of care within a single campus, we cater in a flexible way to society's changing needs.
• Committing to achieve net zero greenhouse gas emis sions for our entire portfolio by 2050, we cooperate with our tenants to upgrade our existing buildings to minimise the ecological footprint and environmental risks while also reducing our operators' costs.
• In addition to environmental upgrades, we also optimise internal comfort to improve the quality of life of our properties' users, making our portfolio truly futureproof.
• Building and strengthening relationships with our oper ators and communities is essential to creating longterm sustainable value. It helps us understand the needs we have to cater to, so we can provide them tailored real estate solutions that help them succeed, while growing our income and creating value for society.
• By taking good care of our employees, we enable and motivate them in their work to fulfil our company's purpose. We actively pay attention to the health and well-being of our employees and their families. We invest in the personal development of our staff by offering train ings. In providing a healthy place to work and an attrac tive remuneration package, we attract and retain the best talent in the industry.
Corporate governance statement
Aedifica creates value for its stakeholders and society at large in a sustainable way. Corporate Social Responsibility is therefore an integral part of our strategy.
To structure and maximise our Corporate Social Responsibility efforts, we established a CSR framework based on a materiality analysis. We paired a number of ambitious goals to that framework, so that we can make targeted progress and communicate about it in an insightful way. Moreover, with these targets, Aedifica is also contributing to the United Nations Sustainable Development Goals (SDGs).
For the revision of our CSR framework in 2021, Aedifica conducted a materiality assessment that included a peer review, interviews with internal and external stakeholders and an online survey. The results are shown in the materiality matrix, with the most material topics plotted on the top right. Our sustainability efforts in the coming years will primarily focus on these topics. Based on this matrix, we have updated our CSR framework and set new goals for the future, assuming our responsibility and responding as much as possible to the issues of interest to the Group.
The topics that are not in the top right of the matrix are relevant to our industry but are considered less material to Aedifica in the coming years. This does not mean that we are not interested in these topics or that we will not work on them or communicate about them. It just means that Aedifica's efforts on these topics will have less impact on our day-to-day activities.
The 'Business review' chapter of this annual report provides more details regarding the 2023 performance on the most material topics. In June 2024, we will also publish a report with additional environmental performance data.

Partners
society
s Sustainable procurement
e Provide sustainable mobility solutions g Efficient operations by operators i Engage with operators to reduce environmental impact
m Operators' satisfaction, service quality n Health, safety and well-being at asset level o Provide quality healthcare services for
a Climate-neutral organisation
Our approach to Corporate Social Responsibility
Corporate governance statement
Following our 2021 materiality review, we updated our CSR framework to enable us to work towards our Company's purpose and address our key CSR topics. Our CSR framework helps us make sustainability part of everything we do and focus on the issues where we can have the greatest impact.
Our Corporate Social Responsibility Framework is focused on three main areas: reducing our environmental footprint, strengthening our stakeholder relationships and continuing to be an attractive organisation that makes its people thrive.





Our approach to Corporate Social Responsibility
Corporate governance statement
Following the materiality assessment and the update of our CSR framework in 2021, we have revamped our action plan and committed ourselves to more ambitious CSR goals. These goals allow us to focus our efforts on reducing our environmental impact, and work with key stakeholders (such as employees, shareholders, residents, etc.) to achieve these targets, while maintaining responsible business practices. In the Business Review chapters, you can track how far we have progressed in achieving these objectives.

Aedifica is not subject to the Non-Financial Reporting Directive and is also not yet subject to the Corporate Sustainability Reporting Directive (CSRD) or EU Taxonomy. For several years, however, Aedifica has already conceived its Annual Financial Report as a report that not only includes financial information, but also non-financial information.
This Annual Report incorporates a large amount of CSR-related information. Similar to last year, Aedifica will therefore not publish a separate CSR report, but only an Environmental Data Report in June 2024 providing an update of our environmental performance, including KPIs.
| Goals | Actions taken in 2023 | Status | Page | |
|---|---|---|---|---|
| PORTFOLIO | Achieving net zero emissions for our real estate portfolio by 2050 |
Portfolio evaluation using CRREM and interim target set for 2030 (targets were set for country management and the Executive Committee). |
on track | |
| Applying Building Assessment (BA) strategy to 100% of our properties in operation by 2025 |
Ongoing. A group-wide platform was implemented to support compliance assessment. |
on track | ||
| Conducting a climate change risk assessment in 2023 |
Climate change risk assessment for physical and transition risks conducted in collaboration with an external partner. |
V | 38 | |
| PARTNERS | Increasing the response rate of operators participating in engagement survey |
Operator engagement survey conducted in 2023, with response rate increasing by 32%. |
V | 48 |
| Implementing a green awareness programme for tenants |
The green lease annex was added to both newly signed and several existing leases. |
ongoing | 49 | |
| Organising Operator Days in each region every three years |
Operator Days organised in Belgium and the UK. | ongoing | 48 | |
| Organising annual Community Days for employees |
Community Days organised in Belgium & Finland. 51 employees performed 218 hours of community support. |
V | 50 | |
| ORGANISATION | Rolling out Aedifica Academy in all regions |
Aedifica Academy was launched for all teams. Over 2,650 hours of training were offered to employees. |
V | 57 |
| Organising an annual employee satisfaction survey |
With a participation rate of 90% and a Trust Index Score of 82%, almost 9 in 10 employees would recommend Aedifica as a great place to work. |
V | 55 | |
| Mandatory annual ethics training for employees |
100% of employees have received ethics training. | V | 57 & 60 | |
| Implementing a health & well-being programme for employees |
Initiatives to improve communication, social cohesion and employee engagement. |
ongoing |
130kWh/m² net energy use intensity target for 2030
Corporate governance statement
Aedifica has participated in ESG assessments by independent rating agencies to improve and benchmark its efforts and communication on sustainability and check its resilience to longterm and ESG risks. These assessments were conducted within the framework of EPRA Sustainability Reporting and the Global Real Estate Sustainability Benchmark (GRESB). Other rating agencies also publish reports on Aedifica's sustainability performance, such as Sustainalytics and MSCI.
The ratings awarded to Aedifica in 2023 again prove that our CSR approach is on the right track. In the GRESB1 , we achieved an excellent score of 75/100 for the 2022 reference year, highlighting our efforts to reduce our greenhouse gas emissions. This seven-point improvement over last year is significant, especially considering that the average GRESB score of all participants improved by only one point.
In addition, we maintained our excellent Sustainalytics Risk Rating and MSCI score, while our CSR reporting was awarded a 4th consecutive 'EPRA sBPR Gold Award'.
| 2023 | 2022 | 2021 | 2020 | 2019 | |
|---|---|---|---|---|---|
| EPRA sBPR | Gold | Gold | Gold | Gold | Silver + Most Improved |
| GRESB | 75 ** | 68 ** | 66 ** | 57 * | – |
| Sustainalytics Risk Rating |
Low (11.1) | Low (11.1) | Low (11.9) | Low (17.8) | – |
| MSCI | A | A | BBB | BB | BB |
The United Nations Sustainable Development Goals are considered a blueprint for a better and more sustainable future for us all. The SDGs cover a wide range of sustainable issues such as poverty, health, education, climate change, and environmental degradation, and are a call to action for governments, organisations, and civil society. Aedifica uses the SDGs as an overarching framework to shape its CSR strategy. We have revised our focus on the SDGs following the 2021 materiality assessment and will focus our efforts on four aspects where we can make a meaningful contribution.
Aedifica strives for equal opportunities for employees at all levels of our organisation. We monitor employee engagement and training opportunities and conduct an annual gender pay gap analysis to reduce inequalities. Within our supply chain and in our interactions with other stakeholders, we aim to promote diversity and equal opportunities.
Investing in energy efficiency is critical to achieving our greenhouse gas reduction goal. That is why we invest in advanced technologies that reduce energy consumption, on-site renewable energy generation such as solar, and benchmark the energy intensities of our entire portfolio to identify opportunities and raise operators' awareness of their relative inefficiencies.
We will introduce a material passport for each (re)development and renovation project to better manage the natural resources needed during construction works. This material passport will provide detailed information on the materials used, helping us understand our consumption patterns and promoting responsible consumption and production. We will raise awareness among our tenants to significantly reduce waste production in their operations and increase recycling wherever possible.
We have developed a building assessment framework that includes a climate change risk assessment to better understand the impact of climate change on our organisation and our operators. We will work with local authorities to create resilient communities.
Our net zero GHG pathway lays the foundation to minimise our greenhouse gas emissions each year, pursuing the ultimate goal of net zero GHG emissions by 2050.
In addition to its public commitment to the SDGs, Aedifica has endorsed the UN Global Compact, the UN corporate social responsibility initiative, and its principles in the areas of human rights, labour, environment and anti-corruption.

Inclusion in new BEL
Aedifica's CSR strategy is not only reflected in good scores on ESG assessments. The Group was also rewarded for its efforts with inclusion in the new BEL ESG index that was launched in early 2023. That index comprises the 20 shares on Euronext Brussels that perform best on ESG criteria, based among other things on their Sustainalytics Risk Rating. At the end of 2023, Aedifica's Sustainalytics Risk Rating was 'Low'
ESG index
with a rating of just 11.1.
75/100
score by 7 points
Aedifica improved its GRESB
Corporate governance statement
pages 27 > 44 Partners pages 45 > 52 Organisation pages 53 > 61 Financial review pages 62 > 82
Portfolio
617 care properties >140 opertor groups Chartwell Manor - Aylesbury (UK)

ANNUAL REPORT 2023 - BUSINESS REVIEW 26 AEDIFICA
Portfolio
Corporate governance statement

Kansantie school, Helsinki (FI)

Clondalkin Nursing Home - Dublin (IE)

Elderly care homes provide long-term accommodation for seniors who continuously rely on collective domestic services, help with daily tasks and nursing or paramedical care.
Senior housing is designed for elderly people who want to live independently with access to care and services on demand. These care properties consist of individual housing units where the elderly live independently, with communal service facilities that can be used on an optional basis.
In northern Europe, we also invest in childcare centres, either as stand-alone centres or in combination with other care or school facilities. These nurseries ('pre-school') provide day care for children aged 0 to 6.
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, we invest in care campuses that combine elderly care with other complementary care functions such as day-care centres, medical centres, medical practices, childcare centres, housing for people with a disability, etc.
The other care buildings in our portfolio accommodate various care activities (some combined with housing) and various target groups (regardless of age) with high or specific permanent or temporary care needs due to disability, illness or other circumstances such as domestic violence, addiction therapy, emergency childcare, special education, etc.
| # Sites | Total surface (m²) |
# Residents | # Children | Fair value of marketable investment properties2 |
Contractual rent | Estimated rental value (ERV) |
Gross yield3 | |
|---|---|---|---|---|---|---|---|---|
| Belgium | 80 | 514,801 | 8,107 | - | €1,235,917,303 | €70,223,282 | €63,986,370 | 5.7% |
| Germany | 100 | 580,510 | 10,232 | - | €1,157,294,024 | €62,016,040 | €62,636,430 | 5.4% |
| Netherlands | 72 | 345,576 | 3,137 | - | €651,180,000 | €40,246,539 | €40,897,338 | 6.2% |
| United Kingdom | 114 | 329,369 | 7,260 | - | £905,996,066 €1,045,800,318 |
£57,653,494 €66,550,005 |
£61,478,386 €70,965,116 |
6.4% |
| Finland | 201 | 272,799 | 3,594 | 11,197 | €1,027,080,000 | €59,486,004 | €60,314,488 | 5.8% |
| Sweden | 26 | 17,305 | 140 | 610 | SEK 833,200,000 €74,788,032 |
SEK 50,997,763 €4,577,559 |
SEK 50,715,555 €4,552,228 |
6.1% |
| Ireland | 22 | 117,193 | 2,301 | - | €393,083,797 | €21,989,800 | €20,364,772 | 5.6% |
| Spain | 2 | 15,449 | 300 | - | €2,577,924 | €124,261 | €125,386 | - |
| Right of use related to plots of land held in 'leasehold' |
€73,172,857 | |||||||
| Land reserve | €18,670,744 | |||||||
| Total | 617 | 2,193,002 | 35,071 | 11,807 | €5,679,565,002 | €325,213,490 | €323,842,129 | 5.8% |
For a detailed overview of the portfolio at asset level, see 'Summary of investment properties' in the chapter 'Additional information'. pages 192-209
35,100 residents
>11,800 children
5.8% average gross yield
Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2023 (0.86632 €/£ and 11.14082 €/SEK).
Including assets classified as held for sale*.
Based on the fair value (re-assessed every three months). For healthcare real estate, the gross yield and the net yield are generally equal ('triple net' contracts) with the operating charges, the maintenance costs and the rents on empty spaces related to the operations generally being supported by the operator in Belgium, the United Kingdom, Ireland, Spain and (often) the Netherlands. In Germany, Finland and Sweden (and the Netherlands, in some cases), the net yield is generally lower than the gross yield, with certain charges remaining the responsibility of the owner, such as the repair and maintenance of the roof, structure and facades of the building ('double net' contracts).



22%
compound annual growth rate

Aedifica's investment properties are insured for a total value of €6,020 million.
Breakdown by building (in fair value) None of the buildings in Aedifica's portfolio represents more than 3% of total consolidated assets.

After the COVID-19 pandemic, care home operators across Europe see their occupancy rates increase again and trending towards prepandemic levels, demonstrating the resilience of the sector. In all countries, operator occupancy rates for stabilised assets are well above 80% and increasing year-on-year. For the regions for which we were able to collect a representative sample of data, we have listed in the table below the occupancy rates of operators as at 30 September 2023, as well as their year-on-year growth (expressed in base points). Only 'stabilised' assets1 are considered in the table.
| Operator occupancy rate | 30/09/2023 | Y/Y growth (in base points) on a like-for-like basis |
Data coverage 2 |
|---|---|---|---|
| Belgium | 95% | +365 | 87% |
| Germany | 83% | +410 | 77% |
| Netherlands | 85% | +360 | 66% |
| United Kingdom | 91% | +210 | 94% |
| Ireland | 94% | +160 | 100% |
Assets are considered 'stabilised' and included in the scope once they have been operating for at least two years. Assets are excluded from the scope if they are (partially) vacant for renovation works.
Based on the contractual rent of stabilised assets.

Corporate governance statement
| Tenant group | Number of sites | 31/12/2023 | 31/12/2022 | Tenant group | Number of sites | 31/12/2023 | 31/12/2022 |
|---|---|---|---|---|---|---|---|
| Belgium | 80 | 24% | 24% | Danforth Care | 3 | 1% | 1% |
| Korian Belgium 1 |
28 | 7% | 7% | Excelcare | 3 | 1% | 1% |
| Armonea 2 | 21 | 7% | 6% | Caring Homes | 4 | 1% | 1% |
| Vulpia | 13 | 4% | 4% | Lifeways | 2 | 0% | 0% |
| Orpea 3 |
4 | 1% | 3% | Harbour Healthcare | 3 | 0% | 1% |
| Militza | 2 | 1% | 1% | Other <1% | 6 | 2% | 1% |
| Vivalto Home 4 |
1 | 0% | 0% | Finland | 201 | 18% | 17% |
| Emera 5 |
1 | 0% | 0% | Municipalities/ | |||
| Other <1% | 10 | 2% | 3% | Wellbeing counties | 31 | 4% | 3% |
| Germany | 100 | 19% | 20% | Attendo | 31 | 3% | 3% |
| Azurit Rohr | 23 | 5% | 5% | Mehiläinen | 19 | 2% | 2% |
| Residenz Management 6 |
14 | 3% | 1% | Norlandia 8 |
14 | 1% | 2% |
| Vitanas | 12 | 3% | 3% | Touhula | 22 | 1% | 2% |
| Specht & Tegeler | 7 | 1% | 1% | Pilke | 21 | 1% | 1% |
| Orpea 3 |
5 | 1% | 1% | Esperi | 4 | 1% | 0% |
| Argentum | 7 | 1% | 1% | Kristillinen koulu | 2 | 1% | 1% |
| EMVIA | 4 | 1% | 4% | Ikifit | 3 | 0% | 0% |
| Alloheim | 5 | 1% | 1% | Rinnekoti | 4 | 0% | 0% |
| KVPS | 2 | 0% | 0% | ||||
| Cosiq | 3 | 1% | 1% | Sentica | 3 | 0% | 0% |
| Procuritas 1 |
2 | 0% | 0% | Aspa | 3 | 0% | 0% |
| Korian Germany 6 |
1 | 0% | 0% | Musiikkikoulu Rauhala | 2 | 0% | 0% |
| Specht Gruppe | 2 | 0% | 0% | Siriuspäiväkodit | 2 | 0% | 0% |
| Other <1% | 15 | 3% | 3% | Other <1% | 38 | 3% | 3% |
| Netherlands 1 |
72 | 12% | 12% | Sweden | 26 | 1% | 1% |
| Korian Netherlands | 22 | 3% | 3% | Team Olivia | 5 | 0% | 0% |
| Vitalis | 3 | 1% | 2% | Ambea | 4 | 0% | 0% |
| Martha Flora | 10 | 1% | 1% | Kunskapsförskolan | 2 | 0% | 0% |
| NNCZ 3 |
5 | 1% | 1% | Humana | 3 | 0% | 0% |
| Compartijn | 6 | 1% | 1% | NHC Group Services | 3 | 0% | 0% |
| Domus Magnus | 4 | 1% | 1% | MoGård | 2 | 0% | 0% |
| Stichting Oosterlengte | 3 | 1% | 0% | Norlandia 8 |
1 | 0% | 0% |
| Saamborgh | 2 | 0% | 0% | Other <1% | 6 | 0% | 0% |
| Stichting Rendant | 1 | 0% | 0% | Ireland | 22 | 7% | 5% |
| Stichting Fundis | 2 | 0% | 0% | ||||
| Zorghaven Groep | 2 | 0% | 0% | Bartra Healthcare 5 |
4 | 3% | 2% |
| Wonen bij September 3 |
1 | 0% | 0% | Virtue | 8 | 2% | 2% |
| Other <1% | 11 | 2% | 2% | Silver Stream Healthcare | 3 | 1% | 1% |
| United Kingdom | 114 | 20% | 20% | Mowlam Healthcare | 3 | 1% | - |
| Maria Mallaband | 17 | 4% | 4% | Coolmine Caring Services Group |
3 | 1% | 0% |
| Bondcare Group | 21 | 3% | 3% | Grace Healthcare 4 |
1 | 0% | - |
| North Bay Group 7 |
22 | 3% | 3% | ||||
| Care UK | 12 | 1% | 2% | Spain | 2 | 0% | 0% |
| Emera 5 |
7 | 1% | 1% | Neurocare Home | 2 | 0% | 0% |
| Anchor Hanover Group | 5 | 1% | 1% | TOTAL | 617 | 100% | 100% |
| Renaissance | 9 | 1% | 1% |
Clariane group. 2. Colisée group. 3. Orpea group. 4. Vivalto group.
Norlandia group.
Emera group. 6. Specht Gruppe. 7. Formerly known as the Burlington group.
Aedifica's real estate portfolio is operated by more than 140 tenant groups. Five groups operate properties in multiple countries in which the Group operates: Clariane, Orpea, Emera, Norlandia and Vivalto. The weight of these groups in Aedifica's contractual rents is broken down by country in the table below.
| Tenant | Country | Number of sites | 31/12/2023 | 31/12/2022 |
|---|---|---|---|---|
| Clariane group | 51 | 10% | 10% | |
| Belgium | 28 | 7% | 7% | |
| Germany | 1 | 0% | 0% | |
| Netherlands | 22 | 3% | 3% | |
| Orpea group | 16 | 3% | 5% | |
| Belgium | 4 | 1% | 3% | |
| Germany | 5 | 1% | 1% | |
| Netherlands | 7 | 1% | 1% | |
| Emera group | 16 | 3% | 3% | |
| Belgium | 1 | 0% | 0% | |
| United Kingdom | 7 | 1% | 1% | |
| Ireland | 8 | 2% | 2% | |
| Norlandia group | 15 | 1% | 2% | |
| Finland | 14 | 1% | 2% | |
| Sweden | 1 | 0% | 0% | |
| Vivalto group | 2 | 1% | 0% | |
| Belgium | 1 | 0% | 0% | |
| Ireland | 1 | 0% | - |

Oulu Upseerinkatu - Oulu (FI)
In 2023, the operations of certain care homes were transferred to new operators in order to guarantee continuity of operations while proactively reducing tenant risks. The main transfers are listed below:
• Twelve care homes1 were transferred from EMVIA Living to Residenz Management2 and Specht & Tegeler. Following these transfers, Residenz Management and Specht & Tegeler now operate sixteen and seven Aedifica care properties representing 3.2% and 1.3% of the Group's contractual rental income, respectively, while EMVIA Living operates four Aedifica care properties representing 0.9% of contractual rental income.
• The operation of the Klein Veldekens care campus was transferred from Astor VZW to Armonea, part of the Colisée group. Following the transfer, Armonea now operates 21 Aedifica care properties, representing 6.5% of the Group's contractual rental income.
Corporate governance statement
| Projects and renovations (in € million) 1 |
Operator | Current budget |
Invest. as at 31/12/2023 |
Future invest. |
|---|---|---|---|---|
| Projects in progress | 347 | 168 | 179 | |
| Completion 2024 | 228 | 140 | 88 | |
| BE | 11 | 5 | 6 | |
| Résidence Véronique | Vulpia | 10 | 5 | 5 |
| In de Gouden Jaren | Emera | 1 | 0 | 1 |
| DE | 35 | 28 | 7 | |
| Seniorenquartier Gera 2,3 Specht Gruppe | 16 | 14 | 1 | |
| Haus Marxloh 3 |
Procuritas | 4 | 4 | 0 |
| Fredenbeck 2 |
Specht & Tegeler | 15 | 10 | 5 |
| NL | 13 | 7 | 6 | |
| De Volder Staete | Amado Zorg & Stichting Pinahuis |
13 | 7 | 6 |
| UK | 33 | 15 | 18 | |
| North Bay Group projects North Bay Group | 1 | 0 | 1 | |
| St Mary's Lincoln | North Bay Group | 16 | 6 | 10 |
| York Bluebeck Drive | Torwood Care | 16 | 9 | 7 |
| FI | 60 | 42 | 18 | |
| Finland – pipeline 'elderly care homes' |
Multiple tenants | 9 | 8 | 2 |
| Finland – pipeline 'other' Multiple tenants | 51 | 35 | 16 | |
| SE | 21 | 15 | 7 | |
| Sweden – pipeline 2024 | Multiple tenants | 21 | 15 | 7 |
| IE | 43 | 22 | 21 | |
| Altadore | Virtue | 1 | 0 | 1 |
| Dublin Stepaside 2 |
Virtue | 26 | 18 | 8 |
| Sligo Finisklin Road 2 |
Coolmine Caring Services Group |
16 | 4 | 12 |
| ES | 12 | 6 | 6 | |
| Tomares Miró | Neurocare Home | 12 | 6 | 6 |
| Projects and renovations (in € million) 1 |
Operator | Current budget |
Invest. as at 31/12/2023 |
Future invest. |
|---|---|---|---|---|
| Completion 2025 | 83 | 25 | 58 | |
| BE | 19 | 0 | 19 | |
| Militza Gent | My-Assist | 19 | 0 | 19 |
| DE | 1 | 1 | 0 | |
| Bavaria Senioren- und Pflegeheim |
Auriscare | 1 | 1 | 0 |
| UK | 1 | 0 | 1 | |
| St. Joseph's | LV Care Group | 1 | 0 | 1 |
| FI | 49 | 23 | 26 | |
| Finland – pipeline 'childcare centres' |
Multiple tenants | 23 | 11 | 12 |
| Finland – pipeline 'elderly care homes' |
Multiple tenants | 19 | 9 | 10 |
| Finland – pipeline 'other' Multiple tenants | 7 | 3 | 4 | |
| ES | 13 | 1 | 12 | |
| Zamora Av. de Valladolid | 2 Neurocare Home | 13 | 1 | 12 |
| Completion 2026 | 5 | 1 | 5 | |
| DE | 5 | 1 | 5 | |
| Am Parnassturm | Vitanas | 4 | 1 | 3 |
| Sz Berghof | Azurit | 2 | 0 | 2 |
| Completion 2027 | 30 | 1 | 29 | |
| DE | 30 | 1 | 29 | |
| Seniorenquartier Gummersbach 2 |
Specht Gruppe | 30 | 1 | 29 |
| Projects subject to outstanding conditions/ forward purchases |
67 | 0 | 67 | |
| Completion 2024 | 67 | 0 | 67 | |
| BE | 17 | 0 | 17 | |
| Résidence le Douaire | Vulpia | 17 | 0 | 17 |
| UK | 42 | 0 | 42 | |
| Dawlish 3 |
Maria Mallaband | 16 | 0 | 16 |
| Spaldrick House | LV Care Group | 11 | 0 | 11 |
| Biddenham St James | Maria Mallaband | 15 | 0 | 15 |
| FI | 7 | 0 | 7 | |
| Finland – pipeline 'childcare centres' |
Multiple tenants | 7 | 0 | 7 |
| TOTAL INVESTMENT PROGRAMME | 413 | 168 | 245 | |
| Changes in fair value | -2 | |||
| Roundings & other | 3 | |||
| On balance sheet | 169 |
ber 2023 (see page 66).
Given the completion of nine projects since 31 December 2023, the total investment budget will be reduced by approx. €59 million (see page 66).

12% Belgium 10% Ireland 6% Spain 5% Sweden 3% Netherlands
5.6%
average net yield on cost of pipeline
71% 2024 20% 2025 9% >2026


Active management of the investment programme has led to nine projects totalling approx. €82 million being withdrawn in 2023. They include five projects in Germany, two projects in the UK, a development project in Sweden and the Orpea renovation project in Brussels. De Volder Staete – a development project in the Netherlands of approx. €13 million that was removed from the pipeline last year – has been re-added.
Aedifica anticipates a further reduction in the size of its investment programme through the completion of projects to approx. €120 million by the end of 2024 (not considering the addition of new projects throughout the year).
Corporate governance statement

2100
65 + 70 + 75 + 80 +
0 2020 2030 2040 2050 2060 2070 2080 2090
85 +
In the European Union and the United Kingdom, the population of persons over 80 years old has increased to more than 30 million people (2023). 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 over 60 million people by 2060. In the coming decades, this demographic trend will further stimulate demand for healthcare real estate, underpinning the resilience of the sector.
European operators can be divided into three categories: public, non-profit and private operators. Their market share in the various countries differs depending on the local social security system. At European level, private care operators manage approx. 32% of the total number of beds in residential care centres (+400 bps in three years). Care providers in the consolidating private segment are developing their activities in both domestic and foreign markets. European governments are facing the challenge of addressing several key societal needs. As a result, they are more often focusing on financing care and care dependency rather than providing care as public operators. Also, both private and public operators will have to rely more often on private investors to finance healthcare real estate infrastructure that meets the needs of the ageing population.
Healthcare operators are facing similar phenomena across Europe. They are finding it increasingly difficult to attract and retain new (young) people, leading to healthcare systems struggling to keep up with rising demand. In addition, inflation puts further pressure on the operating costs of residential care centres, through higher energy bills and upward pressure on wages. On the other hand, after a dip in operators' occupancy rates following the COVID-19 pandemic, occupancy is recovering to pre-pandemic levels in most regions3 , which should result in a gradual improvement of the financial health of operators.
At European level, the investment volume in healthcare real estate has increased significantly in recent years (e.g. the investment volume for residential care facilities has increased from approx. €2 billion in 2015 to approx. €12.4 billion in 2022). Although investment volumes across Europe declined significantly in 2023 due to increased financing costs, this upward trend is expected to continue in the medium to long term. This is because the demographic trend of an ageing population will accelerate from the mid-2020s, while development activity to provide more capacity in terms of specific healthcare infrastructure seems to slow down in the short term due to increased financing costs.

The number of people over 80 in Europe will double to 60 million by 2060. This demographic trend will further increase the demand for healthcare real estate.
Charles-Antoine van Aelst CIO
1. This section was prepared by Aedifica based on information from the valuation experts.
2. This chart was prepared using publicly available information from Eurostat and the UK Office for National Statistics.
3. See page 30.
Corporate governance statement
| Belgium | Germany | Netherlands | United Kingdom | |
|---|---|---|---|---|
| Population aged ≥80 | from 5.5% now to 10.2% in 2060 | from 7.2% now to 10.5% in 2060 | from 4.9% now to 10.2% in 2060 | from 5.2% now to 9.6% in 2060 |
| # care home beds | 150,000 units in 1,500 care facilities Based on the demographic forecasts and the increase in life expectancy, the current increase in supply will not meet demand over time. |
985,000 units in 16,115 care facilities Forecasts predict that approx. 168,000 extra beds will be needed by 2040, offering significant prospects for growth and consolidation. In some regions, demand already exceeds supply. Opportunities to create new capacity in care homes are limited by the lack of building sites and the high cost of plots and building materials. Consequently, there is currently more investment in existing sites and renovations. |
125,000 units in 2,400 care facilities Estimates suggest that around 150,000 additional beds will be needed by 2050 to provide the same level of care as today (on top of the necessary redevelopment of outdated existing care infrastructure). However, the Dutch government plans to limit the number of extra beds in the coming years. |
480,600 units in 12,400 care facilities An increasingly ageing population with higher healthcare needs is expected to significantly drive demand for healthcare real estate in the UK in the near future. |
| Operator market | Approx. 30% of the care home beds in Belgium are managed by the public sector, while the non profit sector and the private sector both operate approx. 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 operates approx. 50% of the beds in Wallonia and even over 60% of the beds in Brussels. The three largest private players in Belgium currently manage approx. 25,000 beds (17% of the total number of beds). |
Approx. 54% of care home beds are operated by non-profit operators, 42.5% by private operators and 4.5% by public operators. Although the German market is increasingly consolidating and privatising, it remains highly fragmented, with the ten largest private operators currently holding a market share of only 14%. |
Approx. 90% of care home beds are operated by non-profit operators. Private operators account for approx. 10% and mainly operate small-scale sites with an average capacity of 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. |
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 13% of the total bed capacity, while the top 10 account for 18%. |
| Investment volume | €285 million in 2023 | €1 billion in 2023 | €600 million in 2023 | £923 million in 2023 |
| (€570 million in 2022) | (€2.4 billion in 2022) | (€1.3 billion in 2022) | (£2.4 billion in 2022) | |
| Prime net yield | 4.75% - 5.25% | approx. 5.1% | approx. 5.0% | 4.50% - 4.75% |
| Other remarks | Higher energy costs, staff shortages and stricter regulations, complicate financing for operators and make investors more cautious, leading to longer transaction processes. |
(6.5% - 7.5% for mid-market real estate) The UK elderly care market is financed by a mix of public (Local Authorities and the National Health Service) and private funds (self-payers). The latter category's market share has risen sharply in recent years (46%). People who meet certain conditions regarding care needs can get social care services from Local Authorities after an assessment of their financial situation (43%). The NHS provides funding to seniors with primary care needs (9%). |
| Finland | Sweden | Ireland | Spain | ||
|---|---|---|---|---|---|
| Contents | Population aged ≥80 | from 5.9% now to 11.1% in 2060 | from 5.5% now to 9.3% in 2060 | from 3.6% now to 10.6% in 2060 | from 6.1% now to 15.1% in 2060 |
| Contents | # care home beds | 80,000 units in 2,650 care facilities The demand for healthcare real estate remains |
88,000 units for elderly people and 28,000 units for people with special care needs |
26,000 units in 420 care facilities Demand for healthcare real estate remains high |
395,000 units in 5,560 care facilities and an additional 28,000 beds under construction |
| Spaces for connection | high, while supply is limited. | Approx. 50% of Swedish municipalities report a shortage of housing for people with special care needs while 33% report a shortage of housing for elderly people with care needs. |
due to care operator consolidation and interest from REITs, while supply is limited because vendors' price expectations are not being met. Much of the remaining stock in private ownership |
Investor interest is moderate, investors and operators are very selective about real estate quality and location. The prime market is seen as a safe haven compared to the |
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| This is Aedifica Strategy & value creation |
is older, and in many cases, not futureproofed. The high interest rate environment resulted in lower levels of transactions in 2023 than in previous years. |
secondary segment. However, the fundamentals of the sector remain very strong (population, rising demand, mismatch between supply and demand, ageing of current supply, etc.). |
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| Business review | |||||
| Portfolio Partners |
Operator market | Finnish well-being services counties – funded through national taxes – are responsible for providing care to residents. Either they provide care themselves as public |
Swedish municipalities – financed with public funds – are responsible for providing care to their residents. The focus of some municipalities seems to shift to giving freedom of choice so that people can choose their own care provider. |
Approx. 20% of care home beds are operated by the public sector while approx. 70% are operated by the private sector (split 50:50 between groups and individual operators) and 10% are run by non profit operators. |
62% of care home beds are operated by the private sector, while 38% are operated by the public sector. |
| Organisation Financial review |
operators, or they organise care by outsourcing to private or non-profit care operators. Private healthcare operators have a market share of approx. 55%. |
Private care operators are a central part of that freedom of choice and have seen their market share rise sharply in recent years. |
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| Corporate governance statement | Investment volume | €350 million in 2023 | €750 million in 2023 | €140 million in 2023 | €250 million in 2023 |
| Risk factors | (€1.3 billion in 2022) | (€675 million in 2022) | (€430 million in 2022) | (€433 million in 2022) | |
| Financial statements | Prime net yield | approx. 4.9% | approx. 5.5% | 5.0% - 5.5% | approx. 5.4% |
| Additional information | Other remarks | Over 70% of children aged 1 to 6 are enrolled full or part-time in a day-care centre. Approx. 28% of day care centres are operated by private operators and their share is expected to increase in the future. |
Virtually all care homes are entered into the 'Nursing Home Support Scheme' (budget of €1.4 billion for 2024) which provides a guaranteed weekly rate per bed and is supported by government funds to make up the shortfall for any residents that cannot afford care. |
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Corporate governance statement
Climate change may lead to warmer summers on the European continent, which may require adjustments to buildings to keep indoor temperatures comfortable for building occupants. This is particularly crucial in elderly care, as this vulnerable group is sensitive to high temperatures. This rise in temperatures may lead to a complete rethinking of the way buildings are designed, with more attention paid to active and passive cooling of buildings. Moreover, climate change may lead to sea level rise and extreme weather events that could damage buildings, such as the 2021 floods that affected some of the Group's properties in Germany.
To mitigate climate change risks, we have implemented a building assessment framework (see page 41) that includes a review of 42 risk items carried out at different stages of a building's life cycle. As part of this building assessment, we have conducted a climate change risk assessment in 2023 to better understand the physical and transition risks to our portfolio.
The first iteration of the climate change risk assessment was conducted with the help and expertise of an external partner, paving the way for further development in-house in the future. The methodology is aligned with the TCFD (Task Force on Climate-related Financial Disclosures) and based on principles similar to disaster risk models, drawing on climate and socio-economic modelling data from a variety of sources. This comprehensive climate and socio-economic data covers physical risks such as extreme temperature, drought, wildfires, (pluvial/fluvial) floods, water stress and cyclones, in addition to transition risks. Although the assessment did not consider asset-level risk mitigation strategies, it did explore opportunities related to energy efficiency, material use, resilience, innovation and new markets.
Next steps include targeted actions, recognising that some physical risks require government intervention, while others can be addressed by operators or owners. A thorough review of existing and recommended mitigation measures is planned, in response to identified risks such as fluvial flooding and extreme temperatures. This commitment to proactive risk management underlines our dedication to dealing with climate challenges in a dynamic and evolving landscape.

Oulu Valjastie - Oulu (FI)

Aedifica's greatest challenge will be to reduce greenhouse gas emissions from energy consumed by its operators and residents.
Raoul Thomassen COO
Corporate governance statement
Aedifica commits to achieving net zero emissions for its entire portfolio by 2050 to meet the objectives of the Paris Agreement and thus contribute to addressing the climate crisis. Reducing the impact of global warming will largely depend on further eliminating greenhouse gas emissions as a result of energy consumption.
The scope 1 and 2 greenhouse gas emissions (GHG) of our business activities are very limited. Aedifica is not directly involved in the operations of its care homes (generating scope 3 downstream emissions). As the operators are responsible for the daily management and maintenance of the buildings (including the technical equipment) and the way they purchase electricity, the Group only has a limited impact on the direct environmental performance of its buildings. However, as a leading healthcare real estate investor, Aedifica takes responsibility and actively cooperates with its operators on how to develop, maintain and operate our assets in an efficient, safe and sustainable manner.
Net zero greenhouse gas emissions do not only refer to direct emissions (scope 1), but also to indirect emissions (scopes 2 and 3). Aedifica's greatest challenge will be to reduce scope 3 downstream GHG emissions (mainly energy consumed by operators and residents) which are more difficult to control.
As this requires a comprehensive approach and thorough cooperation with our operators, we have developed a net zero GHG pathway.

Energy data coverage evolution1

Corporate governance statement
In order to achieve climate neutrality, Aedifica is implementing a net zero greenhouse gas pathway addressing every aspect of our business activities. Each of these activities contributes to our goal of reaching net zero greenhouse gas emissions by 2050. This will be a challenging journey in which collaboration and knowledge sharing within the industry is essential. Aedifica is committed to accompanying its stakeholders on this journey.
As a property owner, Aedifica's main objective over the next decade is to reduce the net energy use intensity (nEUI) of its portfolio:
Moreover, purchasing green energy to meet the remaining net energy demand will have an additional positive impact on decarbonisation. The science based Carbon Risk Real Estate Monitor (CRREM) serves as a tool and benchmark in the annual evaluation of building performance and to guide portfolio development in the various countries where Aedifica operates.
An interim target was set for 2030 to reduce the nEUI for the entire Aedifica portfolio to an average of 130 kWh/m², while targets were also set for the Executive Committee and country managers.The targets and measurements were made in accordance with CRREM definitions.



130kWh/m² nEUI target for 2030
| 1. The bandwidth shows the combined pathways committed by the different governments for the healthcare sector in their countries (the eight countries where Aedifica operates) as part of the Paris Accord, expressed in net energy use intensity (kWh/m2 ). |
|---|
| 2. The emissions KPI refers to the year 2022 and will be updated in the Envi ronmental Data Report to be published |
in June 2024.
Corporate governance statement
Aedifica has developed a building assessment framework that provides our technical property management team with a structure to monitor the quality of each building. Although Aedifica is not directly involved in the operation of our care homes, we have an impact on how infrastructure is designed, built and maintained in accordance with evolving regulations and current construction techniques. The building assessment framework is based on three pillars: proper monitoring of the overall maintenance condition, the energy consumption and sustainability character of our buildings and their compliance with all applicable regulations.
The sustainability pillar of the building assessment framework provides local Aedifica teams with a roadmap for minimising the environmental impact of their respective portfolio. This framework defines technical requirements for energy efficiency, environmental aspects (e.g., measures to reduce water consumption and improve biodiversity), health criteria (e.g., ventilation rates for air quality) and quality of life criteria for residents (e.g., accessibility) for future development projects. Our development projects in the Netherlands generally already meet most of these criteria, as the Dutch version of our sustainable development framework is similar to the GPR standard.
Moreover, as part of the building assessment, we also carry out a review of 42 risk items. For each development, acquisition and standing investment, we assess a spectrum of potential risks, including loss of general use of the building, flood risk, stability risk, fire risk, explosion risk, environmental impact, energy/sustainability certification and health and safety issues.

• Detailed desktop and on-site condition assessments according to the principles of the NEN2767
• On-site visits conducted by our operations team or independent
• Uniform approach across the countries where Aedifica operates. • Follow-up actions with operators.
Maintenance
standard.
third parties.

ANNUAL REPORT 2023 - BUSINESS REVIEW - PORTFOLIO 41 AEDIFICA
To properly assess the intrinsic energy performance of the assets in our portfolio, we continuously collect information from our operators and benchmark their relative environmental performance. For this purpose, we compare actual energy consumption with the energy levels stated in the applicable EPC1 standard.
EPCs were first introduced as part of the EU Energy Performance of Buildings Directive and will continue to play an important role in the future as part of EU Taxonomy regulations. EPCs give us an independent picture of a building's energy efficiency by documenting not only a label, but also an estimate of its energy intensity. Buildings with an EPC of level C or better are considered compliant with the country's standards/ambitions. Since we started identifying the existing certificates in our portfolio in 2020, we have been able to compile a comprehensive overview. We increased the EPC coverage of the entire portfolio from 76% in 2022 to 90% in 2023 (+18%).
Building on the insights from our EPC overview, we have developed a clear roadmap to structurally improve the energy efficiency of the portfolio:


| Cert-Tot | Floor area (m²) | Floor area (%) | Asset value (€ million) |
|---|---|---|---|
| Label A | 546,000 | 25% | 1,329 |
| Label B | 740,000 | 34% | 2,118 |
| Label C | 445,000 | 20% | 1,155 |
| Label D or lower | 245,000 | 11% | 565 |
| No label | 128,000 | 6% | 329 |
| Projects under (re)development | 86,000 | 4% | 93 |
Energy Performance Certificate. EPCs provide an independent assessment of a building's energy efficiency by documenting not only a label but also an estimate of its energy intensity. As the EPC scale used to classify buildings in Belgium differs by region and building type, and to improve comparability within the portfolio, the energy intensity for Belgian buildings is being re-mapped to the 'EPC Public Buildings' scale. Note that the 'EPC Public Buildings' category is currently being phased out and replaced by 'EPC Non-Residential Buildings'.
EPC coverage and EPC breakdown by categories have been subject to a 'limited assurance' review by EY Bedrijfsrevisoren BV (see page 221).
Corporate governance statement
At every stage of our value creation process, we strive to reduce our impact on the environment by acquiring efficient buildings and (re)developing buildings to optimise energy consumption, user comfort and reduce operating costs for operators.

When constructing Seniorenquartier Sehnde, we not only looked at how to make the building as comfortable as possible, but also considered energy efficiency. We made sure our brand-new care home in the eponymous town meets the high energy efficiency standard 'KfW-EH 55', reflecting our ongoing commitment to sustainability. With a net energy use intensity of approx. 100 kWh/m², this building accommodates elderly
In addition, 55% of heating and cooling needs are met by renewable energy sources, significantly reducing the building's


Measures taken include additional insulation of the building envelope, reduction of air permeability, installation of automatic lighting controls and integration of renewable energy generation through solar panels. As a result, energy consumption after renovation has decreased to roughly one-third of typical levels in existing buildings.

Clondalkin Nursing Home in Dublin was acquired by Aedifica in mid-2023. With a net energy use intensity of approximately 106 kWh/m², the newly constructed building was awarded an A3 Building Energy Rating (BER).
With its thoroughly insulated envelope, this state-of-the-art building exemplifies high-level compactness and energy efficiency. A Combined Heat and Power unit reduces energy consumption. Moreover, in Clondalkin Nursing Home, energy efficiency and comfort for residents come hand in hand. The new building blends seamlessly into the historic environment in which it is embedded. Natural ventilation enhances comfort while reducing reliance on mechanical systems. Additional sustainability measures are being explored, demonstrating the long-term dialogue we have with our tenants on sustainability.
carbon footprint.
care for 90 residents in an energy efficient way.
Aedifica, through its local Hoivatilat team, joined forces with the city of Oulu to extend the Riis takuja school into a large campus of two buildings connected by a common playground.
During summer 2022, we therefore completed the acquisition of the initial school building, which had been constructed by the city of Oulu in 2016. With a surface area of over 3,400 m², the school can accommodate 300 pupils. After the completion of the acquisition, construction work started on the Jahtivoudintie extension project that was designed and developed by our colleagues at Hoivatilat. The new building was completed in June 2023 after less than a year. With this addition of over 3,600 m², the school campus could therefore accommodate 340 additional students at the start of the new school year.
In the development process, we paid special attention to environmental standards and energy efficiency. With a net energy use intensity of approx. 150 kWh/m², both buildings on the school campus achieved EPC level 'B'. The campus is heated by district heating, which will become carbon-neutral over the next few years. By connecting to a collective heat source, we are therefore facilitating the transition to renewable energy sources.
As with all our development projects, we not only considered the environmental performance of the campus, but also prioritised the comfort and well-being of its end users: the pupils. In doing so, we went beyond designing a stimulating learning environment and also redeveloped the common playground. Moreover, to ensure the safety and accessibility of the school campus, we also relocated the adjacent light traffic lane.

Corporate governance statement

Aedifica is in constant dialogue with its stakeholders. We do this not only by communicating transparently towards investors and analysts about our performance and the work we do, but also by engaging in an open dialogue with our operators. We also keep our finger on the pulse of the communities in which we operate.
In 2023, this was reflected in a tangible way in successful editions of our Operator Days and Community Days, support for various charities, involvement in training programmes at universities, participation in various sector events and investor fairs, and more.
Corporate governance statement
Aedifica is committed to bringing together the various stakeholders that impact the daily lives of the residents and care staff who live and work in our buildings. We aim to be a partner to all these stakeholders by actively listening, sharing information and educating them on the latest trends in the real estate industry. Above all, relationships with our operators and communities are essential to creating long-term sustainable value.

| Stakeholders Our mode of engagement |
Our shared expectations | ||
|---|---|---|---|
| Operators | • Site visits, building condition checks • Operator satisfaction survey • Operator Days • Events • Continuous informal contact |
• Energy efficient purpose-built care facilities • Long-term, sustainable relationship • Permits • New developments • Energy and water consumption • Occupancy rate • Building conditions and relevance • Quality of care |
|
| Employees | • Code of conduct, HR policies • Attractive remuneration package • Performance appraisal • Employee satisfaction survey • Day-to-day communication, townhall meetings, intranet • Aedifica Academy • Community Days |
• Ethical labour conditions • Fair benefits • Inclusive and safe workplace • Employee health & well-being • Employee satisfaction and engagement • Corporate performance • Personal performance • Personal development through training and career evolution • Community involvement • Accessible and trustable management with strong ethical values |
|
| Suppliers & business partners | • Charter for Responsible Suppliers relations • Project development • Tenders |
• Project development • Compliance with elderly healthcare standards • Health and safety • Environmental impact • Business ethics • Long-term collaboration |
|
| Shareholders, investors & financial institutions |
• Annual General Meeting • Management & investor relations contact • Website & social media • Press releases, financial reporting • Roadshows & retail shareholders fairs • Ratings/performance from rating agencies |
• Financial performance • Proper management of financial resources • Value creation, dividend distribution and long term returns • Compliance with Corporate governance • Role in society • Responsible investment |
|
| Analysts & rating agencies | • Annual reports & press releases • Financial results announcements through press release & webinar • Participation to roadshows & conferences • Management & Investor relations contact • Assessment questionnaires • Thematic events • One-to-one meetings |
• Transparent, accurate and reliable reporting and timely distributed information • Access to management • Clear and consistent investment strategy/ policy • ESG assessment |
|
| Authorities, associations & industry organisations |
• Industry roundtables • Compliance screening • Members meetings • Thematic events • One-to-one meetings |
• Compliance with regulatory requirements • Market trends |
|
| Society & users/residents | • Website, social media • Annual reports and press releases • Sharing expertise at schools, universities & other trainings • Memberships • Community Days, community engagement programme |
• Role in society • Community involvement • Research (future) needs |

Corporate governance statement
We are continuously committed to our partners by reaching out to them proactively and maintaining good relationships. In this way, we seek to understand their needs and discuss the issues they find important. This open attitude underpins the Group's identity and long-term vision.
Building and strengthening relationships with our operators and communities is essential for creating long-term sustainable value. Understanding the needs we have to meet helps us provide them with tailor-made real estate solutions that help them succeed and create value for society.
Aedifica's corporate mission is to provide sustainable real estate solutions to our partners so that they can assist and care for people in a safe and well-developed infrastructure that contributes to their dignity and quality of life. As the well-being of the care user is top priority, we are also mindful of the care provided in our residential care properties.
We are therefore amending our existing lease agreements to include an explicit commitment from tenants to
We also make agreements with our tenants to share reports of care inspections in order to have more timely insight into the quality of care that is provided in our residential care properties, as perceived by the authorities responsible for the inspections.
Over 41% of the leases of our residential care properties already include an express commitment from tenants to comply with care quality standards and report on care inspection reports.
Every two years, Aedifica conducts a dedicated operator engagement survey to better understand areas where we can further improve our organisation and collaboration. As the last survey was carried out in 2021, a similar survey was conducted in 2023 to update the findings, compare the results and identify key trends in the healthcare sector.
The survey results provide useful insights into our current services and interactions, as well as potential additional operator needs and strategic priorities. Once received, the results are analysed and discussed within the Aedifica teams and with the operators themselves. By developing country-specific action plans, these results serve as the basis for improvements in Aedifica's cooperation and dialogue with its tenants.
With a response rate that was 32% higher than in 2021, tenants were again interested in participating in the survey. The top priorities for operators remained largely the same. Finding qualified staff and improving occupancy rates remain the biggest concerns for our tenants. In addition, they indicate a new priority: improving operating margin.
41% of our residential care properties have leases with a qualityof-care commitment

Aedifica understands the challenging context in which our operators have to work every day. Their priority is providing healthcare to people in need and not necessarily the administration and technical maintenance of our buildings.
To support our tenants with their real estate issues, we organise Operator Days. At least once every three years, we invite representatives of tenants in each of the regions in which we operate to participate in a seminar to exchange knowledge and best practices. Topics covered include:
In March 2023, Aedifica organised two Operator Days in Ghent and Leuven for its Belgian tenants. These two editions were a success with over 300 representatives attending. In a series of panels, industry experts discussed sustainability issues both from a theoretical point of view – focusing on the need for policies – and from a more practical one – by sharing best practices for making care homes more energy efficient.
Due to the great success of both events, two more Operator Days will be organised in Belgium in early 2024. These sessions will focus on sustainable care and improving the quality of life of care home residents. In addition to testimonials and expert panels, case studies from Finland designed and developed by our Hoivatilat team will be presented.
In May 2023, Aedifica also organised an operator event at The Shard in London with nearly 100 representatives participating.

With this initiative, we want to inspire healthcare operators to seize ESG opportunities and join us in building a sustainable
future. Stéphanie Lomme Country Manager Belgium
Corporate governance statement
of our properties have a green lease annex
25%
• sharing best practices
• benchmarking energy and water intensities
• driving environmental collaboration in the form of green leases
• discussing CSR issues with local teams during Asset Management meetings and Operator Days
Discover how we make our portfolio more sustainable
pages 43-44
Aedifica focuses on long-term investments. This significantly influences the type of facilities we buy or develop, but also the type of relationships we want to build and maintain with our operators. For this reason, we always analyse the operator's business plan at the beginning of a project.
We typically enter into long-term triple net leases with care home operators. This means that these operators are responsible for the day-to-day management and maintenance of the buildings. We, on the other hand, focus entirely on optimising the buildings and the relationships with our operators. We continuously track trends and research the needs of (future) care home residents so that we can align our investments accordingly.
Our operator engagement survey shows that environmental performance falls just short of the top three key priorities of our operators. However, 69% of respondents indicated they are committed to achieving net zero emissions under the Paris Agreement. As landlords, this means that we will need to work together with our tenants to achieve this overarching goal, discuss green investment opportunities and assess property intensities to identify inefficiencies.
In that respect, Aedifica has developed a common frame of reference for cooperation with its operators. This has taken the form of a green lease annex, which will be an integral part of the leases in each of the countries in which Aedifica operates.
The annex includes reciprocal obligations (e.g. sharing energy data, exchanging best practices, refraining from doing construction works that negatively affect the environmental performance of buildings) on the one hand, and recommendations that provide guidance on how to further improve the environmental performance of the assets on the other hand. The annex is being implemented progressively, after two years already 25% of the leases in our portfolio have a green lease annex.
In terms of scope 3 downstream emissions, which in our case consist mainly of emissions from care home operations (see page 39), Aedifica continuously works with its tenants to review the results of Building Assessments and improve energy efficiency. While the nature of our leases does not allow us to directly intervene in the way tenants operate our buildings, we often find a common goal in energy efficiency, especially as increased energy costs put additional pressure on operators' margins.
In an increasing number of cases, cooperation in this area, institutionalised through the green lease agreement (see above), has led to further steps towards energy efficiency. In addition, operators that implemented recommendations from energy efficiency audits benefited from relatively short payback periods. This process encourages innovation, reduces operating costs for our tenants and supports Aedifica's commitment to reducing greenhouse gas emissions.

Seniorenhaus Lessingstrasse - Wurzen (DE)
Corporate governance statement



Aedifica values social commitment and cares about the communities in which it operates. We do this not only by financially supporting a num ber of charities every year, but also by organis ing 'Community Days' in which our employees contribute to the well-being of our community in a tangible way.
A few years ago, Aedifica launched its Com munity Days programme, offering employees the opportunity to spend one working day a year volunteering at one of our care properties. Whether providing support during entertainment activities, completing small chores or taking walks with elderly residents, we always tailor our programme to the needs of the care property and the people living and working there.
Our Community Days therefore create unique added value by engaging and connecting our various stakeholders:
After a few initial tests in Belgium, the concept was rolled out internationally in 2023. This time, our Finnish colleagues participated as well. In 2024, Community Days will also be organised for the other local Aedifica teams.
2023 Community Days in Belgium & Finland
8 care properties visited 51 participants 218 hours of volunteering
Corporate governance statement
Through financial support to charities, partnerships with non-profit organisations and in-kind donations, Aedifica brings positive, sustainable change to society. In addition, Aedifica regularly supports charitable initiatives set up by its employees by matching the amount raised. As a matter of policy, Aedifica does not make donations to political parties or organisations under any circumstances.
In 2023, Aedifica focused its support to charities on projects that improve the quality of life of both people receiving healthcare services and the people providing them.
Thanks to our support for the Philomela Foundation, the residents and staff of six care residences in the Netherlands were able to enjoy an interactive classical concert in 2023.
Ten Aedifica colleagues collectively cycled more than 1,000 km to raise money for a duo bike for the residents of De Witte Bergen care home in Lichtaart (BE).
| Community engagement, impact assessments and development programmes | |||
|---|---|---|---|
| Comty-Eng | Aedifica makes active efforts to have a positive impact on local communities. See the notes in the 'Community engagement' section for more details on our community actions. |
||
| Headquarters | 100% | ||
| Portfolio | 100% |
We joined forces with the Special Olympics Committee to give athletes with disabilities the opportunity to participate in the Six Days of Ghent, an annual cycling event. This way, we not only gave them a platform to showcase their skills, but also highlighted the importance of inclusiveness in sports.
We also financially supported The Care Workers' Charity in 2023. This organisation wants to improve the lives of care workers by providing various grants, such as crisis grants to ensure the basic needs of care workers are met, funeral grants, mental health support programmes, etc.
We made a donation to Mieli, a Finnish expert organisation in mental health. The organisation provides crisis support and is committed to promoting and boosting mental health in every age group.
As an investor in healthcare real estate, Aedifica contributes to a better society by developing innovative residential care concepts for a wide range of care clients. Our primary focus continues to be on the elderly who require various types of residential care.
In recent years, Aedifica has also focused on other types of housing and care facilities, including care facilities for people with disabilities, child day-care centres and schools.
In 2023, 617 properties provided a home to nearly 35,100 residents across Europe, while over 11,800 children were able to take their first steps in our childcare centres.

€40,000 in charity donations in 2023

Corporate governance statement
As a leader in healthcare real estate, we have a responsibility to invest in our sector, to share knowledge and collaborate with key stakehold ers. We do this not only by organising Operator Days (see above), but also by supporting sector associations, participating in industry events and sharing knowledge in panels, seminars and university programmes.
Aedifica is one of the founding members of the Senior Housing & Healthcare Association (SHHA) This European association aims to bring together industry leaders (both operators and investors), share insights with the wider market, help create research and data, and encourage best practices. In 2023, Aedifica not only collab orated on a number of SHHA publications, but also participated in panel discussions organised by the association.
We also participate in sector events. In 2023, Aedifica's senior management took part in sev eral events related to real estate and investment. Not only to represent the company, but also to participate in panel discussions and conduct workshops. Moreover, at our Operator Days, in addition to our tenants, we invite other industry partners who can add value to the event.
Our senior management is also involved in vari ous training and university programmes. CEO Stefaan Gielens is a frequent guest speaker in the postgraduate programme in real estate studies at KU Leuven while other Executive Committee members and country managers also regularly share their knowledge in seminars and education programmes. Moreover, in 2023, middle management employees were frequently invited as guest speakers at the Karel de Grote Hogeschool and KU Leuven. In addition, we welcome interns to our offices and offer them the opportunity to gain valuable experience in an international work environment.
To further embed sustainable best practices in the real estate market, we have developed a Charter for Responsible Supplier Relations inspired by the United Nations Global Com pact (UNGC). It clarifies the social, ethical and sustainable responsibilities of suppliers when working with Aedifica. This includes adherence to Aedifica's business ethics, compliance with labour standards, our anti-bribery and corruption policy and our human rights policy, providing a healthy and safe workplace, and minimising the environmental impact.
Through this Charter for Responsible Supplier Relations, Aedifica aims to provide a frame work for its main partners in all countries where it operates to jointly respect and promote the 10 fundamental UNGC principles. In addition, Aedifica itself is also making various commit ments to build sustainable and balanced rela tionships with its suppliers.

All Grand Prix participants were honoured.
Corporate governance statement Risk factors


We are delighted that our staff have once again recognised Aedifica as a 'Great Place to Work'. I would like to thank all employees for the enthusiasm and commitment they show every day to make Aedifica such an enjoyable and vibrant place to work.
Stefaan Gielens CEO
Corporate governance statement

The Aedifica team consists of 127 employees spread across nine different offices in six countries. Besides the head office in Brussels, we have established local teams in Germany, the Netherlands, Finland, Sweden and the UK.
As Aedifica has grown strongly in recent years and moved into new countries, we transformed our hierarchical structure into a functional matrix in 2021. Our objective in doing so was to be as efficient and customer-focused as possible. Moreover, the structure also had to be scalable to new countries, once we have been able to build a sufficiently large portfolio there.
Within the new structure, each local team concentrates on Aedifica's core activities, while relying on the Brussels head office for support services (Finance, Legal, HR, IT, etc.).
To support the local teams in their business activities, 'centres of excellence' were established, bringing together the expertise and know-how of the different country teams and encouraging further cooperation and communication. These centres of excellence are coordinated by the head office and cooperate with country representatives.


The Hoivatilat team celebrating its win
20-29 30-39 40-49 50-59 60-69
Corporate governance statement
Retaining engaged and motivated staff is key to our company's success. Therefore, in 2023, we organised an employee survey in collaboration with an independent third party for the third year in a row. This provided valuable insight into our people's priorities and how effectively we are meeting them. It also gave us the right tools to improve staff well-being and create a happy workforce.
In this third participation, we further expanded the scope of the survey. Although the Finnish team has been participating on its own for much longer – and with great success – this was the first time their survey was fully integrated into that of the Aedifica group. This gave us a complete and coherent picture of employee satisfaction across the whole Group. With a 90% participation rate, our third survey
was again a great success. Besides an in-depth analysis of company culture, the survey eval uated our workplace in terms of Credibility, Respect, Fairness, Pride and Camaraderie. This resulted in an excellent Trust Index score of 82% for the whole Group. Moreover, 89% of staff reported that they would recommend Aedifica as a great place to work.
Aedifica was therefore recognised as a great place to work for the third year in a row, allowing the company to carry the Great Place to Work ® Certified label through 2024.
As part of the 2022 Great Place to Work survey, Hoivatilat – Aedifica's Finnish subsidiary – was recognised as the best workplace in Finland in the small business category. This allowed the team to compete for the title of best workplace at European level. In September 2023, they achieved seventh place. The team has earned this recognition after years of working to create a thriving work environment and a warm and trusting corporate culture.
9 out of 10 employees would recommend Aedifica as a great place to work
7th best place to work in Europe


Corporate governance statement
Aedifica believes that diversity, equal opportunities and respect for everyone are fundamental to the proper functioning of the company at all levels, i.e. at the level of its employees and the country managers, but also at Board and Executive Committee level (see pages 94-95). When selecting employees and country managers, we not only consider a candidate's individual skills and competences, but also diversity in all its forms, so that a complementary team can be assembled with a good spread in terms of gender, age, education, cultural background, etc.
This vision has resulted in a harmonised team consisting of people from different educational and cultural backgrounds, with a good mix of experience and a balanced gender ratio. Our strong focus on diversity fosters internal creativity, enriches the internal dynamics within Aedifica and contributes strongly to the growth of the Company. This is substantiated by our recent employee survey showing that our employees feel fairly treated, regardless of their race or sexual orientation.
In 2023, we had 127 employees of 12 different nationalities working at Aedifica (see page 54).
| Employee new hires & turnover | ||||
|---|---|---|---|---|
| Emp-New Hires & Turnover in 2023 | 31/12/2023 | 31/12/2022 | ||
| (headcount) | % | (headcount) | % | |
| New hires | 18 | 14.2% | 21 | 17.3% |
| Employee turnover | 10 | 7.9% | 15 | 13.5% |
Employee gender diversity (Diversity-Emp) 1
| Diversity-Emp in 2023 | Women | Men | ||
|---|---|---|---|---|
| (headcount) | % | (headcount) | % | |
| Employees 2 | 44 | 35% | 83 | 65% |
| Executive Committee | 1 | 20% | 4 | 80% |
| Board of Directors | 4 | 57% | 3 | 43% |
| Diversity-Pay in 2023 Employees 3 |
# people | Gender ratio | # FTEs | Remuneration % women/men |
|---|---|---|---|---|
| Women | 43 | 35% | 41.00 | 83% |
| Men | 79 | 65% | 79.00 | |
| Executive Committee 4 | ||||
| Women | 1 | 25% | 1 | 123% |
| Men | 3 | 75% | 3 | |
| Board of Directors 5 | ||||
| Women | 4 | 67% | 113% | |
| Men | 2 | 33% |
During the year, we welcomed 18 new employees to Aedifica as part of our onboarding programme. 35% of our employees are female.
Our employees' remuneration consists of a fixed and a variable salary, supplemented by fringe benefits (such as a mobility budget, private health insurance and group insurance). The specific components of the remuneration package may vary from country to country, taking into account local legislation and the social security system. In principle, all staff are employed on an open-ended employment contract. Employees' variable remuneration is linked to individual performance and is paid annually.
Belgian employees benefit from a non-recurrent result-based bonus plan linked to pre-defined collective targets (a mix of financial and nonfinancial KPIs). Finnish and Swedish staff members benefit from an equity incentive plan based on pre-defined targets related to investment capex and EBIT margin.
How well employees are paid is directly related to their motivation, but this only works if they are treated fairly and equally. This is why we commit to equal pay for equal work, regardless of gender. To underpin this commitment, Aedifica conducts an annual gender pay gap analysis to identify and address potential imbalances. The female-to-male pay ratio among employees improved from 81% in 2022 to 83% in 2023. That difference stems from a higher number of men in senior management. However, in equal positions, pay is similar and based on objective criteria such as qualifications, experience and ability, regardless of the employee's gender.
The female-to-male pay ratio improved from


Creating an attractive and meaningful workplace is critical in our industry to attract and retain talent.
Werner Dignef HR Manager
Corporate governance statement
At Aedifica, we have created a workplace culture in which employees receive continuous feedback, in addition to a formal annual performance review by their manager. In 2023, 100% of our employees received a performance evaluation and development review. As well as bringing in new talent, we have
continued to invest in and develop our current employees, with nine employees over the last 12 months receiving a promotion or opportunity to move roles internally within Aedifica. Aedifica actively supports internal staff rotation, as it typically leads to improved skills and a better understanding of the company culture and internal processes. the personal development of our employees on the other. Employees are encouraged to supplement their own programme in the Academy: in addition to the courses offered by the Company, employees can also take external courses. These include job-specific training, such as postgraduate programmes at universities, as well as soft skills courses.
| Emp-Dev | 100% of the staff receive performance and career |
||
|---|---|---|---|
| development reviews (formalised once a year) |
| Training and development (Emp-Training) | ||||
|---|---|---|---|---|
| Emp-Training | 31/12/2023 | 31/12/2022 | ||
| # | % | # | % | |
| Total number of employees 1 | 127 | 121 | ||
| Number of employees who followed training |
127 | 100% | 100 | 82.6% |
| Total number of training hours | 2,651 | 2,020 | ||
| Average hours of training per employee | 20.9 | 20.2 | ||
| Total number of training hours – women | 874 | 33% | 685 | 34% |
| Total number of training hours – men | 1,777 | 67% | 1,335 | 66% |
Aedifica Academy
Group employees. It empowers everyone to create their own personal and professional development programme from a range of mandatory and optional courses. The Academy serves two main purposes: transferring functional and technical knowledge on the one hand and promoting
In 2023, Aedifica employees received an average of 20.9 hours of training per person, a 3% increase
compared to 2022 (20.2 hours).
Aedifica offers several courses and best practices specifically designed to disseminate functional and technical knowledge across the Group. They help our staff to perform their tasks efficiently and excel in their specific function. The courses cover a range of topics, including real estate investment, property management, financial analysis, etc. There is also a newcomer programme offered on an annual basis to induct new employees.
Employees also attended mandatory training on the Code of Conduct and the policies it incorporates by reference, to make sure they understand the Code and to help employees act in line with Aedifica's values. Since 2023, this training has been offered through e-learning. In 2023, mandatory e-learning courses were organised on the Anti-Bribery and Corruption Policy, on the Dealing Code and on information security.
The Academy also provides courses that allow employees to further develop their skills in communication, language, time management, leadership, etc. By giving them the tools and resources they need to grow professionally, we help them reach their full potential and achieve their career goals.
| 1. At the end of the reporting period in FTE. |
|---|

Corporate governance statement
Annually, we organise a number of townhall meetings to which all employees are invited. These meetings are scheduled on a regular basis to inform everyone about the company's strategy and performance in a consistent and clear manner. Besides fixed moments, such as the publication of interim and year-end results, meetings are also organised on an ad hoc basis for certain initiatives and business updates that are of interest to everyone.
In 2023, we organised a total of seven townhall meetings. In addition to discussing quarterly financial results, meetings were organised on employee survey results, our CSR strategy and market trends within the sector.
At Aedifica, we take 'housing with care' seriously in all our business activities. The care principles we apply to our real estate portfolio also apply to our own workforce. By looking after the health and well-being of our employees, we ensure that Aedifica remains an attractive place to work. By embedding our corporate values into our operations, we aim to remain a leader in the healthcare real estate sector.
Our Health & Well-being Committee makes every effort to improve staff well-being and satisfaction. The committee includes members of the Human Resources department, head office staff, and representatives of our local teams. Drawing on the results of the annual employee survey, they design and implement Aedifica's employee engagement programme covering topics such as work-life balance, health and safety in the office, employee growth and development, and employee recognition.
The committee has already launched a number of initiatives, such as healthier snacks in the office, courses on meeting culture, the telework policy in Belgium and a sports encouragement programme in Finland, etc.
There were two work-related accidents to report in 2023. However, these were accidents without serious or permanent consequences. We hold regular emergency drills at our head office and first aid can be provided in our offices if needed.
| Employee health and safety (H&S-Emp) | |||
|---|---|---|---|
| H&S Emp | 2023 | ||
| Work-related accidents | 2 | ||
| Lost day rate | 0% | ||
| Absenteeism rate 1 | 3.4% |
In 2021, Aedifica introduced a telework policy for the employees at its head office in Belgium. This policy allows all employees to work up to 50% of their working hours from home. This flexible arrangement allows staff to reduce their commute and better balance their work and private lives. This also plays an important role in attracting people to work for Aedifica, as candidates increasingly ask about this.

In 2023, Aedifica also developed a disconnection policy for the employees at its head office in Belgium. This policy not only defines the modalities of the legal right to disconnection (i.e. the right for employees to be unavailable outside working hours), but also provides guidelines for the use of digital tools so that rest periods, holidays and the work-life balance of employees are safeguarded
- The absenteeism rate has been subject to a 'limited assurance review' by EY Bedrijfsrevisoren BV/SRL (see page 221).
Corporate governance statement
• Implementing a robust employee engagement programme, developed by and for our employees
Care
• Providing flexible working conditions so employees have a positive work-life balance
personal and professional skills to meet the challenging needs of our industry • Having succession planning in place for all key positions
development plan that increases
• Offering employees a

Corporate governance statement
Aedifica pursues a business culture characterised by honesty and integrity, a sense of responsibility, strict ethics, and compliance with the statutory rules and corporate governance standards. This has been part of Aedifica's heritage since its founding in 2005 and we will continue to follow this path. In this context, Aedifica has developed vari-
ous policies setting out the rules that shape such corporate culture. We seek to continuously improve and professionalise our policies to ensure the highest ethical and compliance standards.
Aedifica has developed a Code of Conduct that provides an ethical framework and offers guidelines to its employees on how to behave to live up to the high ethical values and standards we pursue. The Code of Conduct therefore ensures that our employees enhance and protect the good reputation of the Company, more specifically in its relationship with customers, shareholders and other stakeholders, as well as with society in general.
The Code of Conduct reflects Aedifica's core values, including our commitments to respecting human rights, preventing market abuse, fighting corruption, securing proper use of company property, and in that respect it incorporates by reference our other internal ethical policies (in particular, Dealing Code, Anti-Bribery and Corruption Policy, Speak-Up Policy and Human Rights Policy).
The Code of Conduct has been entirely renewed in 2023. Particular attention was paid to ensuring that the Code is easy to understand for all staff members, regardless of their personal background, by not only paying attention to the accessibility of the language, but also by better clarifying the interplay between the individual special policies and the overarching Code of Conduct, and by including practical cases per topic for illustration.
We communicate the Code on our intranet and through mandatory training for all employees. We have a stringent approach to bribery and corruption, fraud, (illegal) misconduct, insider trading, discrimination and all other forms of violations of our Code of Conduct.
The effectiveness of, and compliance with, the Code is structurally assessed by:
All employees are encouraged to report concerns about the Code of Conduct and possible infringements thereof. A special whistle-blowing procedure was created for employees to establish a safe environment to make such reports, in addition to the already existing direct reporting options towards supervisors and the HR team. In 2023, no complaints about alleged infringements of the Code of Conduct were received from employees. More generally, no violations of the Code of Conduct were identified in 2023.
Aedifica has developed and implemented policies to counter money laundering and the financing of terrorism and proliferation. This allows the Group to subject the establishment of business relationships with customers or the conclusion of transactions with counterparties to a prior assessment of potential money laundering, terrorist financing and reputation risks. After entering into a business relationship, a system of continuous monitoring is put in place. Employees involved in implementing this policy are regularly informed and receive specific training.

We have no separate set of values that serve as the basis for how we conduct our business. Our policies are based on fundamental moral principles as honesty, fairness, responsibility, respect and caring, which should apply in all facets of life.
Corporate governance statement
We are committed to respecting and protect ing the privacy rights of our employees, cus tomers, shareholders, suppliers and everyone with whom we do business. Personal data is managed in a professional, lawful and ethical manner, in accordance with our internal and external privacy policy and in compliance with applicable laws and regulations. We have imple mented technical and organisational measures to prevent the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, personal data.
Aedifica relies heavily on various IT systems to collect, analyse and process (financial) informa tion. Good management of the IT infrastructure is of fundamental importance for the Group. A loss, compromise or unavailability of, or major problems with, these systems could cause a disruption of management and investment activ ities, and a disruption of the internal and external reporting process. Data breaches could jeopard ise the confidentiality of our data.
Cybersecurity is therefore a high priority for Aedifica, as cybersecurity attacks by nation states, phishing, ransomware and value chain attacks are becoming increasingly common and sophisticated. With the increasing use of a digital working environment (on-site and at home), the role of IT services in providing seamless access to all corporate resources as well as ensuring information security is more important than ever. To protect our systems and data, and those of our customers and shareholders, we are con stantly vigilant and have the necessary measures in place.
Aedifica has an IT team assisted by an external partner for IT infrastructure management (hard ware and software) and data security and stor age. Internally, a cyber security plan has been developed to prevent and detect cyber-attacks and limit their impact. The plan was presented to and discussed in the Audit and Risk Commit tee during a special meeting of the committee on cyber security in 2023. The Audit and Risk Committee identified a number of action points, including the recommendation for an external assessment of the cyber security level. The Audit and Risk Committee reported on this meeting and the identified actions points to the Board of Directors and will discuss the outcome of the external assessment and the progress of the other action points in 2024. Besides the func tional and technical aspects of the plan (aimed at further developing state-of-the-art IT security infrastructure and solutions), the cyber plan also provides for regular (mandatory) IT training for employees and Directors to make them aware of cyber security and prevent phishing and other cyber threats. Aedifica also has a cyber security insurance policy in place that provides adequate cover against various types of cybercrime.
In the past, Aedifica has been the victim of one data security breach due to a cyber-attack (namely in March 2021). This breach was reported to the data protection authority. The impact of that cyber-attack on Aedifica's oper ations was very limited and did also not cause a demonstrable loss of personal data nor did it result in high risk to the rights and freedom of the data subjects possibly concerned (if any). Since March 2021, Aedifica did not identify any other data security breaches.
In 2023, the Group was informed of one third party information security breach that occurred with one of Aedifica's service providers. Accord ing to the current state of the investigation, no personal data of Aedifica were compromised and the unauthorised access was limited to certain already publicly available information and the bank account number of an Aedifica subsidiary. The Group has taken the necessary measures to mitigate the theoretical risks caused by the thirdparty information security breach (in particular, increased monitoring of account movements).

Financial review
Corporate governance statement Risk factors




36 projects completed totalling €309m
€113m in new investments & developments
39.7% debt-to-assets ratio
€406m raised on capital markets
BBB investment-grade credit rating with stable outlook
1.9% average cost of debt* incl. commitment fees
4.4 years weighted average maturity of drawn credit lines
1
5.9 x interest cover ratio
95.8% hedge ratio
8.4 net debt/EBITDA 2 €220 m EPRA Earnings* (+21%)
€5.02/share EPRA Earnings*
€314m rental income +15% y/y, +5.2% LFL
€73.86/share net asset value
€3.80/share proposed gross dividend (+3%)
Corporate governance statement
| New investments & projects |
Type | Location | Date | Investment (€ million)2 |
Pipeline (€ million)3 |
Completion/ implementation |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|
| Belgium | 1.5 | - | ||||||
| Bree Witte Torenstraat | Land reserve | Bree | 14/09/2023 | 1.5 | - | |||
| Finland | 11.5 | 81.5 | ||||||
| Espoo Kuurinkallio | Development | Espoo | 16/01/2023 | - | 7 | Q2 2024 | 15 yrs - NN | Pilke Humana Finland |
| Kuopio Torpankatu | Development | Kuopio | 25/01/2023 | - | 5.5 | Q1 2024 | 15 yrs - NN | Esperi |
| Sotkamo Härkökivenkatu | Development | Sotkamo | 27/01/2023 | - | 2.5 | Q1 2024 | 15 yrs - NN | Esperi |
| Salo Linnankoskentie | Development | Salo | 07/03/2023 | - | 3.5 | Q1 2024 | 15 yrs - NN | Sospro |
| Helsinki Landbontie | Development | Helsinki | 24/03/2023 | - | 5 | Q1 2024 | 15 yrs - NN | Kehitysvammatuki 57 |
| Nurmijärvi Laidunalue | Extension | Nurmijärvi | 31/03/2023 | - | 2 | Q4 2023 | 15 yrs - NN | Touhula |
| Rovaniemi Gardininkuja | Development | Rovaniemi | 29/04/2023 | - | 4 | Q1 2024 | 15 yrs - NN | Suomen kristilliset hoivakodit |
| Hollola Kulmatie | Development | Hollola | 23/05/2023 | - | 2.5 | Q1 2024 | 15 yrs - NN | HDL |
| Espoo Palstalaisentie | Development | Espoo | 24/05/2023 | - | 3 | Q3 2024 | 15 yrs - NN | Peikkometsän Liikuntapäiväkoti |
| Oulu Siilotie K21 | Development | Oulu | 26/05/2023 | - | 29.5 | Q4 2024 | 15 yrs - NN | Multiple tenants |
| Järvenpää Auertie | Development | Järvenpää | 29/05/2023 | - | 2.5 | Q2 2024 | 15 yrs - NN | Keusote wellbeing county |
| Tuusula Lillynkuja | Forward purchase | Tuusula | 27/06/2023 | - | 7 | Q3 2024 | 20 yrs - NN | City of Tuusula |
| Kerava Pianonsoittajankatu | Development | Kerava | 02/09/2023 | - | 7.5 | Q3 2024 | 20 yrs - NN | Ikifit |
| Nokia Tähtisumunkatu | Development | Nokia | 30/11/2023 | 3 | - | - | 15 yrs - NN | HDL |
| Rovaniemi Koulukaari | Acquisition | Rovaniemi | 29/12/2023 | 3.5 | - | - | 20 yrs - NN | City of Rovaniemi |
| Oulu Mäntypellonpolku | Acquisition | Oulu | 29/12/2023 | 5 | - | - | 25 yrs - NN | City of Oulu |
| Sweden 4 | 5 | |||||||
| Österåker Singö 10:2 | Acquisition | Österåker | 13/10/2023 | 2.5 | - | - | 15 yrs - NN | Ambea |
| Bergshammar Ekeby 6:66 | Acquisition | Nyköping | 13/10/2023 | 2.5 | - | - | 15 yrs - NN | MoGård |
| Spain | 1 | 12 | ||||||
| Zamora Av. de Valladolid | Acquisition & development | Zamora | 28/04/2023 | 1 | 12 | Q4 2024 | 30 yrs - NNN | Neurocare Home |
| Total | 19 | 93.5 |

This financial review is based on the Consolidated Financial Statements. However, it also includes some information on the statutory accounts, but this is always specifically mentioned. The complete statutory financial statements and the statutory Management Report will be registered at the National Bank of Belgium within the legal deadlines and may be obtained free of charge on the Company's website (www.aedifica.eu) or upon request at the head office.
Corporate governance statement
| Completed projets | Type | Location | Date | Investment (€ million) 1 |
Lease | Operator |
|---|---|---|---|---|---|---|
| Belgium | 3 | |||||
| Bois de la Pierre | Renovation & extension | Wavre | 24/05/2023 | 3 | 27 yrs - NNN | Pierre Invest SA |
| Germany | 32 | |||||
| Seniorenquartier Langwedel 2 Seniorenquartier Sehnde Am Stadtpark Rosengarten |
Development Development Renovation Renovation |
Langwedel Sehnde Berlin Berlin |
10/03/2023 17/03/2023 30/03/2023 30/10/2023 |
3 12 7 10 |
30 yrs - NNN 30 yrs - NNN WAULT 22 yrs - NN WAULT 20 yrs - NN |
Specht & Tegeler Specht & Tegeler Vitanas Vitanas |
| Netherlands | 38 | |||||
| HGH Amersfoort Residence Coestraete Amadeushuis Alphen a/d Rijn 3 Villa Meirin Amadeushuis Waarder 3 Hof van Waal HGH Almere 4 |
Renovation Redevelopment Development Redevelopment Development Development Development |
Amersfoort Zwolle Alphen a/d Rijn Witmarsum Waarder Tiel Almere |
01/01/2023 01/05/2023 03/05/2023 26/05/2023 05/06/2023 14/07/2023 21/12/2023 |
1 5 5 8 5 7 7 |
WAULT 21 yrs - NNN 25 yrs - NNN 15 yrs - NN 25 yrs - NNN 15 yrs - NN 20 yrs - NNN 20 yrs - NNN |
Korian NL Valuas Stichting Fundis Korian NL Stichting Fundis Saamborgh Korian NL |
| United Kingdom 5 |
45 | |||||
| The Mayfield Care Home Edingley Lodge 6 St. Joseph's 7 Le Petit Bosquet Sleaford Ashfield Road |
Development Renovation Renovation & extension Extension Development |
Whitby Edingley St Helier St Lawrence Sleaford |
16/03/2023 17/04/2023 02/08/2023 14/08/2023 29/11/2023 |
18 3 7 4 13 |
35 yrs - NNN 25 yrs - NNN WAULT 24 yrs - NNN WAULT 24 yrs - NNN 35 yrs - NNN |
Danforth Barchester LV Care Group LV Care Group Torwood Care |
| Finland | 68.5 | |||||
| Rovaniemi Rakkakiventie Valkeakoski Juusontie Oulu Pateniemenranta Oulu Jahtivoudintie Espoo Ylismäenkuja |
Development Development Development Development Development |
Rovaniemi Valkeakoski Oulu Oulu Espoo |
28/02/2023 15/03/2023 27/06/2023 28/06/2023 30/06/2023 |
3 2 2 9.5 1 |
15 yrs - NN 15 yrs - NN 25 yrs - NN 15 yrs - NN |
15 yrs - NN Palvelukoti Kotipetäjä Aurinkosilta Pilke City of Oulu Pilke |
| Oulu Upseerinkatu | Development | Oulu | 14/07/2023 | 2.5 | 15 yrs - NN | English Speaking Playschool of Oulu |
| Tuusula Temmontie | Development | Tuusula | 13/10/2023 | 2.5 | 20 yrs - NN | Kuntoutumiskoti Metsätähti |
| Helsinki Ensikodintie Tampere Teräskatu Oulu Vaarapiha Nokia Tähtisumunkatu Nurmijärvi Laidunalue |
Development Development Development Development Extension |
Helsinki Tampere Oulu Nokia Nurmijärvi |
03/11/2023 30/11/2023 30/11/2023 30/11/2023 15/12/2023 |
16 9 15.5 3.5 2 |
30 yrs - NN 20 yrs - NN 15 yrs - NN 15 yrs - NN 15 yrs - NN |
Helsingin Ensikoti City of Tampere Nonna Group HDL Touhula |
| Ireland | 122.5 | |||||
| Tramore Coast Road | Development | Tramore | 20/01/2023 | 15 | 25 yrs - NNN | Mowlam Healthcare |
| Millbrook Manor Kilbarry Nursing Home Kilkenny Nursing Home Clondalkin Nursing Home |
Extension Development Development Forward purchase |
Saggart Kilbarry Kilkenny Clondalkin |
30/03/2023 09/06/2023 19/07/2023 27/07/2023 |
4 15 15 38 |
25 yrs - NNN 25 yrs - NNN 25 yrs - NNN |
Coolmine Caring Services Group Mowlam Healthcare 25 yrs - NNN Mowlam Healthcare Bartra Healthcare |
| St. Doolagh's | Development | Balgriffin | 21/09/2023 | 17 | 25 yrs - NNN | Coolmine Caring Services Group |
| Dunshaughlin Business Park | Development | Dunshaughlin | 17/11/2023 | 18.5 | 25 yrs - NNN | Grace Healthcare |
| Total | 309 |
Priestly Fields - Congleton (UK)

36 projects completed totalling €309 million
Partial completion.
Corporate governance statement
| Disposals | Location | Date | Selling price (€ million) |
|---|---|---|---|
| Belgium | 37.5 | ||
| Bel-Air | Schaarbeek | 30/10/2023 | |
| Jardins de Provence | Anderlecht | 30/10/2023 | |
| New Philip | Forest | 30/10/2023 | |
| Résidence du Golf | Anderlecht | 30/10/2023 | |
| Résidence Service | Uccle | 29/11/2023 | |
| Netherlands | 2.4 | ||
| Hilversum SVE | Hilversum | 02/10/2023 | |
| United Kingdom 1 |
8.8 | ||
| Hilltop Manor | Warrington | 23/03/2023 | |
| Cromwell Court | Tunstal | 23/03/2023 | |
| Finland | 25.6 | ||
| Kalajoki Hannilantie | Kalajoki | 20/06/2023 | |
| Kajaani Valonkatu | Kajaani | 20/06/2023 | |
| Kontiolahti Päiväper | Kontiolahti | 20/06/2023 | |
| Kotka Loitsutie | Kotka | 20/06/2023 | |
| Mikkeli Ylännetie 10 | Mikkeli | 20/06/2023 | |
| Oulu Paulareitti | Oulu | 20/06/2023 | |
| Sastamela Tyrväänkyl | Sastamela | 20/06/2023 | |
| Varkaus Kaura-ahonti | Varkaus | 20/06/2023 | |
| Varkaus Savontie | Varkaus | 20/06/2023 | |
| Ylivieska Alpuuminti | Ylivieska | 20/06/2023 | |
| Total | 74.3 | ||
18 divestments to optimise property portfolio

In early 2023, as part of its strategic trans formation, Orpea announced that the Group would cease its operational activities in a number of Belgian care homes, including five Aedifica properties in Brussels (Bel-Air, Jardins de Provence, New Philip, Résidence Service & Résidence du Golf). Consequently, Aedifica decided to sell these properties and negotiated a global deal with Orpea regarding the termi nation of the leases for the five Brussels-based assets and the lease terms for the four Belgian assets that remain operated by Orpea.
By the end of 2023, all care homes had been sold to various buyers. The divestments generated a total amount of €37.5 million, in line with the portfolio's latest fair value as esti mated by Aedifica's independent real estate experts.
Apart from these divestments in Belgium, there is no impact on the operational activities or lease terms for the Dutch and German Orpea assets in the Aedifica portfolio. Rents are paid for all assets leased to Orpea.
On 31 December 2023, following the divest ment of the five buildings in Brussels, Orpea operated sixteen Aedifica care homes (BE: 4; DE: 5; NL: 7), representing 3.2% of the Group's contractual rental income (BE: 1.0%; DE: 1.1%; NL: 1.1%). Moreover, Aedifica's total exposure to the Brussels market (across all tenants) represents only 1.8% of contractual rental income after the divestment.
Corporate governance statement
| Type | Location | Date | Investment (€ million)1 |
Lease | Operator | |
|---|---|---|---|---|---|---|
| Netherlands | 25 | |||||
| Remaining stake of 50% in portfolio of 6 care residences (AK JV) |
Acquisition | Various locations in the Netherlands |
02/02/2024 | 25 | WAULT 19 yrs - NNN |
Korian NL |
| Total | 25 |
| Type | Location | Date | Investment (€ million)3 |
Lease | Operator | |
|---|---|---|---|---|---|---|
| Germany | 20 | |||||
| Haus Marxloh | Renovation | Duisburg | 31/01/2024 | 4 | WAULT 22 yrs - NN |
Procuritas |
| Seniorenquartier Gera | Development | Gera | 29/02/2024 | 16 | 30 yrs - NNN | Modern Care |
| United Kingdom 2 | 16 | |||||
| Dawlish | Development | Dawlish | 15/02/2024 | 16 | 30 yrs - NNN | Maria Mallaband |
| Finland | 23 | |||||
| Salo Linnankoskentie | Development | Salo | 02/01/2024 | 3.5 | 15 yrs - NN | Sospro |
| Hollola Kulmatie | Development | Hollola | 08/01/2024 | 2.5 | 15 yrs - NN | HDL |
| Sotkamo Härkökivenkatu | Development | Sotkamo | 23/01/2024 | 2.5 | 15 yrs - NN | Esperi |
| Kuopio Torpankatu | Development | Kuopio | 31/01/2024 | 5.5 | 15 yrs - NN | Esperi |
| Rovaniemi Gardininkuja | Development | Rovaniemi | 29/02/2024 | 4 | 15 yrs - NN | Suomen kristilliset hoivakodit |
| Helsinki Landbontie | Development | Helsinki | 04/03/2024 | 5 | 15 yrs - NN | Kehitysvammatuki 57 |
| Total | 59 |
| Location | Date | Selling price (€ million) | |
|---|---|---|---|
| United Kingdom 2 | 3.2 | ||
| Oak Lodge | Chard | 02/02/2024 | |
| Total | 3.2 |
€25 million in new investments
9 projects completed totalling €59 million
1 divestment to optimise property portfolio
Corporate governance statement
During the 2023 financial year, Aedifica strengthened its financial resources by securing new, long-term financing with eight banks.
In total, Aedifica has contracted bank loans for €645 million, of which €540 million is refinancing and €105 million is new financing. The loans have due dates between 2026 and 2030.
As part of its financial policy, Aedifica aims to keep its debt-to-assets ratio below 45%. As at 31 December 2023, Aedifica's consolidated debt-to-assets ratio amounts to 39.7%.
COMPOSITION OF FINANCIAL DEBTS (%)
4% Investment credits 40% Term loans 11% Revolving loans 9% USPP GBP 22% Bond
4% Medium term notes 10% Short term treasury notes

Undrawn bank debt
Drawn bank debt
FINANCIAL DEBT MATURITY (IN € MILLION)
Sustainable bond & long-term notes
800

Taking this new long-term financing into account, the maturity dates of Aedifica's financial debts as at 31 December 2023 are as follows:
| Financial debt (in € million) 2 | Committed financing | Short-term treasury notes |
|
|---|---|---|---|
| Lines | Utilisation | ||
| 31/12/2024 | 170 | 65 | 243 |
| 31/12/2025 | 531 | 146 | - |
| 31/12/2026 | 730 | 408 | - |
| 31/12/2027 | 545 | 413 | - |
| 31/12/2028 | 552 | 392 | - |
| 31/12/2029 | 43 | 3 | - |
| >31/12/2029 | 626 | 616 | - |
| Total debt as at 31 December 2023 | 3,196 | 2,042 | 243 |
As at 31 December 2023, the weighted average maturity of the drawn financial debt is 4.4 years. Available committed financing amounts to €1,154 million. After deducting the backup for the short-term treasury notes, the available liquidity stands at €911 million.
Loans contracted under Aedifica's Sustainable Finance Framework or linked to sustainability KPIs amount to €1,282 million, of which €1,012 million is drawn on 31 December 2023 (50% of the drawn credit lines), underlining the Group's wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy.
The average cost of debt* including commitment fees increased due to higher interest rates but remained at a reasonable level of 1.9% (31 December 2022: 1.4%) thanks to the interest rate hedges Aedifica had in place.
As at 31 December 2023, 95.8% of financial debt is hedged against interest rate risk, i.e., the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging's weighted average maturity is 5.1 years.
Based on projected debt.
Amounts in £ were converted into € based on the exchange rate of 31 December 2023 (0.86632 €/£).
Corporate governance statement
In 2023, Aedifica completed two capital increases, raising approx. €406 million. These capital increases strengthened Aedifica's equity position and partly financed development projects while maintaining a strong balance sheet.
On 9 May 2023, Aedifica's Board of Directors decided to offer shareholders the possibility to contribute their 2022 net dividend claim in the capital of the Company in exchange for new shares. Shareholders were given the option to subscribe for one new share at an issue price of €67.31 in exchange for 44 coupons no. 30 (€1.5423 net) or 42 coupons no. 31 (€1.6027 net). The Group's shareholders opted for a contribution of their net dividend claim in exchange for new shares – instead of a dividend in cash – for approx. 21.3 % of their shares, resulting in a total capital increase of approx. €25.5 million through the issue of 379,474 new shares. The new shares have been listed since 31 May 2023 and are entitled to the full dividend for the 2023 financial year (coupon no. 33 and following).
On 21 June 2023, 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 for a gross amount of approx. €380.4 million. On 4 July 2023, the Company issued 7,315,402 new shares at an issue price of €52 per share, i.e. €380,400,904.00 (including share premium). The new shares were issued with coupon no. 34 attached and will therefore only participate pro rata temporis in the results of the current 2023 financial year as from 4 July 2023. Within the framework of this transaction, coupon no. 33, representing the right to the pro rata temporis dividend for the period from 1 January 2023 up to and including 3 July 2023, was detached on 21 June 2023 (ex-coupon date: 22 June 2023).
Following this transaction, the total number of Aedifica shares amounts to 47,550,119 and the share capital amounts to €1,254,742,260.03.
In July 2023, S&P reaffirmed the BBB investment-grade rating with a stable outlook, reflecting the strength of the Group's balance sheet and its liquidity. The stable outlook reflects the predictable rental income supported by resilient health care assets and overall long leases which should continue to generate stable cash flows over the next few years. S&P's credit rating research is available on Aedifica's website.



Loans contracted under Aedifica's Sustainable Finance Framework or linked to sustainability KPIs amount to nearly €1.3 billion. This underlines our efforts to integrate ESG criteria into our financial policy.
Ingrid Daerden CFO
As part of our efforts to achieve the CSR goals we have set, we are diversifying our sources of financing and integrating ESG criteria into our financial policy. In that context, we developed a Sustainable Finance Framework1 .
Proceeds from the financial instruments issued under this framework are used exclusively for the (re)financing of sustainable buildings, energy efficiency projects and projects of a social nature. To qualify for this type of financing, the buildings or projects must meet the sustainability criteria
| Sustainable finance instruments issued | 31/12/2023 |
|---|---|
| Medium Term Note 2020 (ISIN BE6322837863) | €40 million |
| Term Loan 2021 | €40 million |
| Bond 2021 (ISIN BE6330288687) | €500 million |
| Bank loan 2022 | €100 million |
| Total outstanding amount | €680 million |
| Unallocated amount | - |

| 100 % | Assets | ||
|---|---|---|---|
| SELECTION CRITERIA | EPC label A or better 3 | ||
| 49 % | 51 % | Energy intensity ≤ 100 kWh/m2 |
| Assets | Surface | Amount | |
|---|---|---|---|
| EPC label A or better 3 | 40 assets | 119,000 m² | €346 million |
| Energy intensity ≤ 100 kWh/m² | 46 assets | 135,000 m² | €356 million |
| Total | 86 assets 4 | 254,000 m² | €702 million |
set out in the framework, which are based on the United Nations Sustainable Development Goals (SDGs).
In September 2021, Aedifica successfully priced its first benchmark sustainability bond for a total amount of €500 million.
| Green buildings | Surface | Fair value Average EPC level | ||
|---|---|---|---|---|
| Medium Term Note 2020 | 8 assets | 17,000 m² | €54 million | A |
| Term Loan 2021 | 8 assets | 12,000 m² | €44 million | A |
| Bond 2021 | 63 assets | 181,000 m² | €501 million | A |
| Bank loan 2022 | 7 assets | 44,000 m² | €103 million | B |
| Total | 86 assets | 254,000 m² | €702 million |
The net energy use intensity (nEUI) of the selected assets is 21% below the average of the Group's portfolio.
See pages 43-44 and Aedifica's website.
Corporate governance statement
| Consolidated income statement - analytical format (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Rental income | 314,174 | 273,132 |
| Rental-related charges | -1,134 | -1,589 |
| Net rental income | 313,040 | 271,543 |
| Operating charges* | -47,230 | -41,869 |
| Operating result before result on portfolio | 265,810 | 229,674 |
| EBIT margin* (%) | 84.9% | 84.6% |
| Financial result excl. changes in fair value* | -47,179 | -36,239 |
| Corporate tax | 1,305 | -11,970 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings |
318 | 362 |
| Non-controlling interests in respect of EPRA Earnings | -675 | -441 |
| EPRA Earnings* (owners of the parent) | 219,579 | 181,386 |
| Denominator (IAS 33) | 43,706,129 | 38,113,384 |
| EPRA Earnings* (owners of the parent) per share (€/share) | 5.02 | 4.76 |
| EPRA Earnings* | 219,579 | 181,386 |
| Changes in fair value of financial assets and liabilities | -50,878 | 123,242 |
| Changes in fair value of investment properties | -143,636 | 84,877 |
| Gains and losses on disposals of investment properties | -856 | 787 |
| Tax on profits or losses on disposals | 0 | 0 |
| Goodwill impairment | -26,072 | -18,103 |
| Deferred taxes in respect of EPRA adjustments | 24,314 | -42,705 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above |
-574 | 1,806 |
| Non-controlling interests in respect of the above | 2,658 | 488 |
| Roundings | 0 | 0 |
| Profit (owners of the parent) | 24,535 | 331,778 |
| Denominator (IAS 33) | 43,706,129 | 38,113,384 |
| Earnings per share (owners of the parent - IAS 33 - €/share) | 0.56 | 8.71 |


Priesty Fields - Congleton (UK)
Corporate governance statement
| Consolidated rental income (x €1,000) |
2023.01 - 2023.03 |
2023.04 - 2023.06 |
2023.07 - 2023.09 |
2023.10 - 2023.12 |
2023.01 - 2023.12 |
2022.01 - 2022.12 |
Var. (%) on a like-for-like basis* 1 |
Var. (%) 2 |
|---|---|---|---|---|---|---|---|---|
| Belgium | 18,022 | 18,247 | 18,479 | 18,502 | 73,250 | 67,432 | +6.8% | +8.6% |
| Germany | 14,969 | 15,368 | 15,466 | 15,357 | 61,160 | 56,738 | +2.7% | +7.8% |
| Netherlands | 9,206 | 9,444 | 9,672 | 9,881 | 38,203 | 33,571 | +8.0% | +13.8% |
| United Kingdom | 15,393 | 16,695 | 16,006 | 16,699 | 64,793 | 57,472 | +3.3% | +15.0% |
| Finland | 13,462 | 13,576 | 13,390 | 13,841 | 54,269 | 44,725 | +9.3% | +21.3% |
| Sweden | 1,062 | 1,047 | 1,015 | 1,102 | 4,226 | 3,917 | +10.8% | +16.4% |
| Ireland | 3,936 | 4,089 | 4,757 | 5,224 | 18,006 | 9,245 | +4.6% | +94.8% |
| Spain | 141 | 58 | 37 | 31 | 267 | 32 | - | - |
| Total | 76,191 | 78,524 | 78,822 | 80,637 | 314,174 | 273,132 | +5.2% | +15.0% |
+5.2% like-for-like variation* in rental income
The consolidated turnover (consolidated rental income) for the 2023 financial year amounted to €314.2 million, an increase of approx. 15% compared to the turnover of 2022 (€273.1 million).
The increase in consolidated rental income can be attributed to the growth of Aedifica's portfolio through the delivery of development projects from the investment programme and is supported by the indexation of rental income.
The 5.2% like-for-like variation* in rental income can be broken down into +5.6% indexation of rents, +0.1% rent negotiations and -0.5% exchange rate fluctuation.
After deduction of the rental-related charges (€1.1 million), the net rental income amounts to €313.0 million (+15% compared to 31 December 2022).
The property result amounts to €312.9 million (31 December 2022: €271.9 million). This result, less other direct costs, leads to a property operating result of €301.7 million (31 December 2022: €262.6 million). This implies an operating margin* of 96.4% (31 December 2022: 96.7%).
After deducting overheads of €35.7 million (31 December 2022: €33.6 million) and taking into account other operating income and charges, the operating result before result on the portfolio has increased by 16% to reach €265.8 million (31 December 2022: €229.7 million). This implies an EBIT margin* of 84.9% (31 December 2022: 84.6%).
Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €45.0 million (31 December 2022: €30.7 million). 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 (noncash 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 €47.2 million (31 December 2022: €36.2 million).
Corporate taxes are composed of current taxes, deferred taxes, tax on profits or losses on disposals and exit tax. In conformity with the special tax system of Belgian RRECs, the taxes included in the EPRA Earnings* (31 December 2023: income of €1.3 million; 31 December 2022: charge of €12.0 million) consist primarily of tax on the result of consolidated subsidiaries, tax on profits generated outside of Belgium and Belgian tax on Aedifica's non-deductible expenditures. On 31 December 2023, current taxes include a non-recurring refund of corporate taxes in the Netherlands following the obtention of the Fiscal Investment Institutions (Fiscale Beleggingsinstellingen, 'FBI') regime for the period from 2016 to 2021 amounting to approx. €9.0 million (see page 72).
The share in the result of associates and joint ventures mainly includes the result of the participation in Immobe NV (consolidated since 31 March 2019 using the equity method).
EPRA Earnings* (see page 181) reached €219.6 million (31 December 2022: €181.4 million), or €5.02 per share (31 December 2022: €4.76 per share), based on the weighted average
number of shares outstanding and taking into account the higher number of shares resulting from capital increases. This result (absolute and per share) is higher than the budgeted amount of >€4.95 per share announced in the Q3 interim financial report.
1. The variation on a like-for-like basis* is shown for each country in the local currency. The total variation on a like-for-like basis* is shown in the Group currency. 2. The variation is shown for each country in the local currency.
Corporate governance statement
The income statement also includes elements with no monetary impact (i.e., non-cash) that vary in line with 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 and deferred taxes (arising from IAS 40):
• Deferred taxes in respect of EPRA adjustments (income of €24.3 million as of
31 December 2023, compared to a charge of €42.7 million on 31 December 2022) arose from the recognition at fair value of buildings located abroad, in conformity with IAS 40. In 2023, deferred taxes were positively impacted by obtaining the FBI regime for the Dutch subsidiaries.
Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €24.5 million (31 December 2022: €331.8 million). The basic earnings per share (as defined by IAS 33) is €0.56 (31 December 2022: €8.71).
The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, amounts to €186.3 million (31 December 2022: €154.8 million) – as calculated in the Abridged Statutory Financial Statements on page 178 – or €4.25 per share (31 December 2022: €4.06 per share).
land and the land reserve.
In September 2022, the Dutch government announced its intention to exclude direct investments in real estate from the Fiscal Investment Institutions (Fiscale Beleggingsinstellingen, 'FBI') regime as from 1 January 2024. The entry into force of this measure was postponed to 1 January 2025.
Although Aedifica believed it met the conditions for claiming the FBI regime and submitted applications to the Dutch tax authorities to that effect, the Group opted as a matter of prudence for a common law tax burden on the results of its Dutch subsidiaries from the start of its operations in the Netherlands in 2016. Every year, the Group claimed the application of this regime for its subsidiaries operating in the Netherlands.
At the end of 2022, the Group finally received confirmation that the FBI requirements were met for the past fiscal years. Aedifica decided to reverse the accrued tax provisions of previous years in the income statement upon receipt of the final corporate tax assessment. During the first half of 2023, final corporate tax assessments and refunds for the period from 2016 to 2021 amounting to approx. €9.0 million were received and recognised in the income statement.
The final corporate tax assessment for 2022 was received early 2024. The accrued tax provisions for 2022 amount to approx. €4.2 million. For the year 2023, no provision for corporate income tax has been made in the Dutch subsidiaries. No provisions will be made for 2024 either.
To make Aedifica's investments in the United Kingdom more attractive and increase the contribution of UK operating cash flows to the Group's results, Aedifica decided to operate in the UK under the REIT regime.
In this context, Aedifica has transferred its real estate activities in the UK, Jersey and the Isle of Man to the recently incorporated AED UK Holdings Ltd. This wholly owned non-listed entity now holds the shares of all UK subsidiaries within the Aedifica group.
On 30 January 2024, the holding notified HMRC of its intention to become a REIT. As a result, the accounting period under the REIT regime is expected to begin on 1 February 2024.
Under REIT legislation, companies are exempt from UK corporation tax on UK property investment income and gains on UK property. However, REITs must distribute 90% of underlying tax-exempt property income (not gains) to shareholders within twelve months. These distributions are subject to a 20% withholding tax. Following the double tax treaty between the United Kingdom and Belgium, the net impact of the withholding tax amounts to only 15%.
ANNUAL REPORT 2023 - BUSINESS REVIEW - FINANCIAL REVIEW
| Consolidated balance sheet (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Investment properties including assets classified as held for sale* | 5,848,515 | 5,703,734 |
| Other assets included in debt-to-assets ratio | 254,372 | 258,587 |
| Other assets | 73,924 | 123,219 |
| Total assets | 6,176,811 | 6,085,540 |
| Equity | ||
| Equity excl. changes in fair value of hedging instruments* | 3,511,954 | 3,163,877 |
| Effect of the changes in fair value of hedging instruments | 63,908 | 118,908 |
| Non-controlling interests | 5,039 | 6,564 |
| Equity | 3,580,901 | 3,289,349 |
| Liabilities included in debt-to-assets ratio | 2,421,708 | 2,601,510 |
| Other liabilities | 174,202 | 194,681 |
| Total equity and liabilities | 6,176,811 | 6,085,540 |
| Debt-to-assets ratio (%) | 39,7% | 43,6% |

As at 31 December 2023, investment properties including assets classified as held for sale* represent 95% (31 December 2022: 94%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 401 at €5,849 million (31 December 2022: €5,704 million). This heading includes:
• Marketable investment properties including assets classified as held for sale* (31 December 2023: €5,588 million; 31 December 2022: €5,449 million) increase in the amount of €139 million. The net growth in the fair value of marketable investment properties is primarily attributable to €262 million from the completion of development projects, to €65 million from investment operations and to €22 million from exchange rate differences, and is partly compensated by -€122 million from the change in the fair value of marketable investment properties, -€72 million from divestment operations and -€16 million from transfers to land reserve. The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down for the full year 2023 as follows:
A land reserve amounting to €19 million (31 December 2022: €0 million).
The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, Savills Advisory Services Germany GmbH & Co. KG, C&W (U.K.) LLP German Branch, Cushman & Wakefield Netherlands BV, CBRE Valuation & Advisory Services BV, Knight Frank LLP, REnium Advisors Oy, Cushman & Wakefield Sweden AB, CBRE Advisory (IRL) Limited and Jones Lang LaSalle España SA).
Corporate governance statement

The item 'Other assets included in debt- to-assets ratio' includes, amongst other things, goodwill amounting to €117.6 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 mainly includes the 25% stake in Immobe NV which amounts to €35.5 million as of 31 December 2023 (31 December 2022: €40.4 million).
The other assets included in the debt-toassets ratio represent 4% of the total balance sheet (31 December 2022: 4%).
The other assets (31 December 2023: €73.9 million; 31 December 2022: €123.2 million) include the fair value of hedging instruments.
Since Aedifica's incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and capital increases in cash. As of 31 December 20231 ,
the Company's capital amounts to €1,255 million (31 December 2022: €1,052 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:
As at 31 December 2023, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €2,422 million (31 December 2022: €2,602 million). Of this amount, €2,280 million (31 December 2022: €2,452 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debt-to-assets ratio amounts to 39.7% (31 December 2022: 43.6%).
Other liabilities of €174.2 million (31 December 2022: €194.7 million) primarily represent the deferred taxes (31 December 2023: €138.7 million; 31 December 2022: €164.1 million), property income received in advance (31 December 2023: €12.9 million; 31 December 2022: €13.6 million) and the fair value of hedging instruments (31 December 2023: €9.8 million; 31 December 2022: €3.9 million).
Following the increase in long-term interest rates, expert valuations decreased by 1.9% on a like-for-like basis in 2023 (-0.6% for the fourth quarter), excluding any impact from currency translation.
This decline was most pronounced in Germany and Sweden. In the UK, on the other hand, an increase in portfolio valuation was recorded due to the strong operational performance of tenants, backed by the underlying resident occupancy of 91% for the stabilised portfolio at the end of September and a rising rental coverage.
As at 30 September 2023, the rent cover over 12 months on stabilised assets of Aedifica's UK portfolio reached 2.0x.
Corporate governance statement
| Net asset value per share (in €) | 31/12/2023 | 31/12/2022 2 |
|---|---|---|
| Net asset value excl. changes in fair value of hedging instruments* |
73.86 | 75.84 |
| Effect of the changes in fair value of hedging instruments | 1.34 | 2.98 |
| Net asset value | 75.20 | 78.83 |
| Number of shares on the stock market | 47,550,119 | 39,855,243 |
Excluding the non-monetary effects (i.e., noncash) of the changes in fair value of hedging instruments1 and after accounting for the distri bution of the 2022 dividend in May 2023 2 , the net asset value per share based on the fair value of investment properties amounted to €73.86 as at 31 December 2023 (31 December 2022: €75.84 per share).
The consolidated cash flow statement included in the attached Consolidated Financial State ments shows total cash flows for the period of +€4.4 million (31 December 2022: -€1.4 mil lion), which is made up of net cash from operating activities of +€229.5 million (31 December 2022: +€218.6 million), net cash from investing activities of -€258.8 million (31 December 2022: -€683.4 million), and net cash from financing activities of +€33.6 million (31 December 2022: +€463.4 million).
The Board of Directors proposes to the Annual General Meeting of 14 May 2024 to approve Aedifica NV/SA's Annual Accounts of 31 Decem ber 2023 (of which a summary is provided in the chapter 'Abridged Statutory Financial State ments' on page 177).
The Board of Directors also proposes to dis tribute a gross dividend of €3.80 for the 2023 financial year 4, resulting in a statutory payout ratio of 89% and a consolidated pay-out ratio of 76%. The dividend will be paid in May 2024 after the annual accounts have been approved by the Annual General Meeting of 14 May 2024. The dividend will be split between coupon no. 33 (€1.9156) and coupon no. 34 (€1.8844). The net dividend per share after deduction of 15%5 withholding tax will amount to €3.23, split between coupon no. 33 (€1.6283) and coupon no. 34 (€1.6017).
The statutory result for the 2023 financial year will be submitted as presented in the table on page 178.
The proposed dividend respects the require ments 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 statu tory result, after deduction of the debt reduction over the financial year.
Business review Portfolio Partners Organisation Financial review
Corporate governance statement
| 31/12/2023 | 31/12/2022 | |||
|---|---|---|---|---|
| EPRA Earnings* | Earnings from operational activities. EPRA Earnings* represent the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. |
219,579 | 181,386 | |
| € / share | 5.02 | 4.76 | ||
| EPRA Net Reinstatement Value* |
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. The EPRA NRV* assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity. |
x €1,000 | 4,002,279 | 3,515,088 |
| € / share | 84.17 | 88.20 | ||
| EPRA Net Tangible Assets* |
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. The EPRA NTA* assumes that the Company acquires and sells assets, which would result in |
3,527,234 | 3,035,653 | |
| the realisation of certain unavoidable deferred taxes. | € / share | 74.18 | 76.17 | |
| EPRA Net Disposal Value* |
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. The 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, |
x €1,000 | 3,585,631 | 3,203,353 |
| net of any resulting tax. | € / share | 75.41 | 80.37 | |
| EPRA Net Initial Yield (NIY) |
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. |
% | 5.3% | 4.9% |
| EPRA Topped-up NIY 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. |
% | 5.4% | 5.1% | |
| EPRA Vacancy Rate | Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio. | % | 0.1% | 0.4% |
| EPRA Cost Ratio (including direct vacancy costs)* |
Administrative & operating costs (including costs of direct vacancy) divided by gross rental income. |
% | 15.4% | 15.9% |
| EPRA Cost Ratio (excluding direct vacancy costs)* |
Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income. |
% | 15.4% | 15.9% |
| EPRA LTV* | The EPRA LTV* represents the Company's indebtedness compared to the market value of its assets. |
% | 39.1% | 43.4% |


Helsinki Ensikodintie - Helsinki (FI)
The outlook presented below has been developed by the Board of Directors as part of the preparation of the budget for the 2024 financial year on a comparable basis with the Company's historical financial information and consistent with the Company's accounting policies. The Board of Directors continues to pay close
attention to the shifting economic, financial and political context, as well as the associated impact on the Group's activities.
In 2024, Aedifica will continue to focus on pipeline execution and (pro)active portfolio management. However, as Aedifica expects – at least first signs of – a gradual improvement of the financial performance of operators in continental Europe in 2024 (based on indications from operators about local market trends), and a gradual reopening of investment markets (on the back of the decrease in long-term interest rates), the Company will continue to explore investment opportunities. With a solid balance sheet and a debt-to-assets ratio of approx. 40%, Aedifica is in a strong position to pursue new opportunities if and when they might arise.
Benefitting from strong fundamental tailwinds such as the ageing European population and the increasing need for futureproof care properties, healthcare real estate will remain an attractive investment category in the years to come.
a) The indexation rates of rents and charges vary by country and in most countries are linked to the (health) consumer price index. Indexation of the UK healthcare portfolio is generally based on the retail price index with contractual floors and caps. In Germany, contractual restrictions apply to the indexation mechanism. Indexation of rental income in Germany is usually capped or takes effect after reaching a certain threshold.
a) Rents: rent forecasts are based on current contractual rates and take indexation into account. The projected rental income includes an assumption of organic growth of approx. 3% after CPI-linked indexation and assumptions regarding future portfolio additions related to the completion of buildings currently under development for which the timing of delivery cannot be determined with certainty.
Debt-to-assets ratio around 40% (without taking into account portfolio valuations), which is well within the Company's financial strategy to keep the debt-to-assets ratio below 45%.
Changes in the fair value of hedging instru ments 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.
Corporate governance statement
On the basis of the currently available infor mation and the projected real estate portfolio, and without any unforeseen developments, the Board of Directors estimates the rental income for the 2024 financial year to reach €330 million. This will result in €223 million in EPRA Earnings*. Taking into account the higher number of shares resulting from the 2023 capital increases (see section 1.3.2), the Board of Directors anticipates EPRA Earnings* per share of €4.70 per share and a gross dividend increasing by 3% to €3.90 per share, representing a (consolidated) pay-out ratio of 83%.
| Outlook for 2024 | |||
|---|---|---|---|
| Estimated rental income | €330 million | ||
| EPRA Earnings* | €223 million | ||
| EPRA Earnings* per share | €4.70 | ||
| Gross dividend per share | €3.90 |
€3.90 gross dividend per share over 2024 (+3%)

Tampere Teräskatu - Tampere (FI)
Corporate governance statement
Aedifica offers investors an alternative to direct real estate investments, combining all the benefits of optimal real estate income with a limited risk profile. The Group's investment strategy offers shareholders attractive returns, a recurring dividend and opportunities for growth and capital appreciation at the same time.
Since 2020, the Aedifica share is included in the BEL 20, the leading share index of the 20 most important shares on Euronext Brussels, confirming the market's confidence in Aedifica's investment strategy. 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 ensure a greater visibility, but also increases the liquidity of the share on the stock exchange.
Moreover, since early 2023, Aedifica is also included in the BEL ESG, a new index launched by Euronext Brussels. The index identifies and tracks the 20 listed companies that perform best on ESG criteria, based among other things on their Sustainalytics Risk Rating.
Aedifica's shares (AED) have been quoted on Euronext Brussels since October 2006. Aedifica has also been trading on Euronext Amsterdam via a secondary listing since November 2019.
Aedifica is registered in the BEL 20 Index with a weighting of approx. 3.0% (31 December 2023). In addition, the Aedifica share is also included in the EPRA, GPR 250, GPR 250 REIT and Stoxx Europe 600 indices.
The share price fluctuated between €47.50 and €81.27 over the course of 2023 and closed the year at €63.65, a decrease of approx. 16% compared to 31 December 2022 (€75.80).
Based on the stock price as at 31 December 2023, Aedifica shares have:
Between Aedifica's IPO (after deduction of the coupons which represented the preferential subscription rights or the priority allocation rights issued as part of capital increases) and 31 December 2023, Aedifica's stock price increased by 88.2%, as compared to a decrease of 11.4% for the BEL 20 index and a decrease of 35.9% for the EPRA Europe index over the same period.
The average daily volume of the Aedifica share was approx. €4,314,000 or approx. 67,600 shares, resulting in a velocity of 40.1%. Aedifica continues its efforts to further broaden its investor base by regularly participating in road shows and events for both institutional and private investors.
The valuation creation chart on page 80 shows the evolution of Aedifica's market capitalisation from its IPO in 2006 to 31 December 2023 after deducting the cumulative dividend payments.

Euronext Brussels &
Trading: continuous
Amsterdam ISIN code: BE0003851681


We are honoured that Aedifica has been included from the outset in the new BEL ESG Index. This is a great reward for the CSR efforts our team has made in recent years.
Delphine Noirhomme Investor Relations Manager
Corporate governance statement



Aedifica total return Epra Belgium total return Epra Europe total return
| Aedifica share | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Share price at closing (in €) | 63.65 | 75.80 |
| Net asset value per share excl. changes in fair value of hedging instruments* (in €) | 73.86 | 75.84 |
| Premium (+) / Discount (-) excl. changes in fair value of hedging instruments* | -13.8% | -0.1% |
| Net asset value per share (in €) | 75.20 | 78.83 |
| Premium (+) / Discount (-) | -15.4% | -3.8% |
| Market capitalisation | 3,026,565,074 | 3,021,027,419 |
| Free float 1 | 100.0% | 100.0% |
| Total number of shares on the stock market 2 | 47,550,119 | 39,855,243 |
| Total number of treasury shares | 277 | 277 |
| Number of shares outstanding after deduction of the treasury shares | 47,549,842 | 39,854,966 |
| Weighted average number of shares outstanding (IAS 33) | 43,706,129 | 38,113,384 |
| Number of dividend rights 3 | 43,862,078 | 38,152,107 |
| Denominator for the calculation of the net asset value per share | 47,550,119 | 39,855,243 |
| Average daily volume | 67,626 | 56,893 |
| Velocity 4 | 40.1% | 38.2% |
| Gross dividend per share (in €) 5 | 3.80 | 3.70 |
| Gross dividend yield 6 | 6.0% | 4.9% |
Percentage of the capital of a company held by the market, according to the definition of Euronext. See press release of 27 September 2022 and section 3.4 below.
379,474 new shares were listed on the stock market on 31 May 2023 (these new shares are entitled to the full dividend for the 2023 financial year), and 7,315,402 new shares on 4 July 2023 (these new shares are entitled to a dividend as from 4 July 2023).
Based on the rights to the dividend for the shares issued during the year.
Annualised total volume of exchanged shares divided by the total number of shares listed on the market, according to the definition of Euronext.
2023: dividend that will be proposed to the Annual General Meeting.
Gross dividend per share divided by the closing share price.
Corporate governance statement
For the financial year 2023, Aedifica's Board of Directors proposes a gross dividend of €3.80 per share, resulting in a statutory pay-out ratio of 89%. The dividend will be split between coupon no. 33 (€1.9156 for the period from 1 January 2023 until 3 July 2023) and coupon no. 34 (€1.8844 for the period from 4 July 2023 to 31 December 2023). The dividend will be paid in May 2024, after approval of the financial statements by the ordinary general meeting of 14 May 2024.

| Coupon | Period | Ex-coupon date |
Est. payment date | Gross dividend |
Net dividend |
|---|---|---|---|---|---|
| 33 | 01/01/2023 – 03/07/2023 | 22/06/2023 | as from 22/05/2024 | €1.9156 | €1.6283 |
| 34 | 04/07/2023 – 31/12/2023 | 16/05/2024 | as from 22/05/2024 | €1.8844 | €1.6017 |
Prorata of the €4.60 dividend (18 months) over 12 months.
Outlook for 2024 (see page 78).
As a RREC investing more than 80% of its portfolio in European (residential) healthcare real estate, the withholding tax on dividend for Aedifica's investors amounts to only 15% (see section 3.3). The total net dividend per share after deduction of the withholding tax of 15% will amount to €3.23, split between coupon no. 33 (€1.6283) and coupon no. 34 (€1.6017).
In Belgium, shareholders of RRECs benefit from a reduced withholding tax on dividends of 15% (instead of the standard rate of 30%), provided that at least 80% 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 is monitoring this threshold in line with the guidelines from the Belgian government.
Aedifica shareholders can again benefit from this reduced rate for their 2023 dividend as more than 80% of the company's portfolio meets those conditions.
Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime and no major changes happen in the Group's portfolio, Aedifica estimates that its shareholders will continue to benefit from the reduced withholding tax rate of 15% on dividends paid or attributed until 31 December 2025.
For more information on the 80% threshold for the reduced withholding tax on dividends, see page 235.
€3.80/share proposed gross dividend for 2023
15% reduced withholding tax rate
6.0% gross dividend yield as at 31 December 2023
The table below lists Aedifica's shareholders holding more than 5% of the voting rights (based on the number of shares held by the shareholders concerned as at 23 September 2022; Aedifica has not received any transparency notifications after that date). Declarations of transparency and control strings are available on Aedifica's website. According to Euronext's definition, the free float is 100%. The pie chart below breaks down Aedifica's diversified shareholder base geographically. About one-third of shareholders are retail shareholders versus twothirds institutional shareholders.
| # of voting rights Date of the notification % of the total number of voting rights | |||
|---|---|---|---|
| BlackRock, Inc. | 2,157,313 | 23/09/2022 | 5.4% |
| Other shareholders | 94.6% | ||
| Total | 100% |
| Financial calendar | ||
|---|---|---|
| Interim results 31/03/2024 | 02/05/2024 | |
| Annual General Meeting 2024 | 14/05/2024 | |
| Payment dividend relating to the 2023 financial year | As from 22/05/2024 | |
| Coupon 33 – ex-coupon date | 22/06/2023 | |
| Coupon 34 – ex-coupon date | 16/05/2024 | |
| Environmental Data Report | June 2024 | |
| Half year results 30/06/2024 | 31/07/2024 | |
| Interim results 30/09/2024 | 30/10/2024 | |
| Annual press release 31/12/2024 | February 2025 | |
| 2024 Annual Financial Report | March 2025 | |
| Annual General Meeting 2025 | 13/05/2025 | |
| Payment dividend relating to the 2024 financial year | May 2025 |

Eds Prästgard - Upplands-Väsby (SE)

1. These dates are subject to change. 2. Based on a shareholder identification carried out on 29 December 2023.
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.
98% attendance rate Board
Compliance training for all employees, members of the Executive Committee and Directors
and committee meetings
Update of Speak Up Policy
Brand new & easily readable Code of Conduct
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 policies1 including:
Aedifica has opted for a monistic or one-tier governance structure as stipulated in Articles 7:85 et seq. BCCA.
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 by the Board of Directors with the day-to-day management and operational functioning of the Company.
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 control function, the effectiveness whereof is ensured by the internal audit, compliance and risk management functions.
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.
Finally, given the geographical diversity of the countries in which Aedifica operates and 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 and the respective division of roles can be represented schematically as shown hereafter.
| BOARD OF DIRECTORS | ||||
|---|---|---|---|---|
| Nomination and Remuneration Committee |
Investment Committee |
Risk Manager | ||
| Audit and Risk Committee |
Compliance Officer | |||
| Auditeur interne | ||||
| EXECUTIVE COMMITTEE | ||||
| G10 - Country managers | Sustainability Steering Committee |
See also 'Ethics, compliance and integrity' on page 60 for
regular reporting 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.
Assists the Board of Directors by:
Advises the Board of Directors on investments and divestments submitted by the Executive Committee to the Board of Directors in order to expedite the Company's decision-making process regarding investment and divestment dossiers.
Assesses the activities of the Company and examines the effectiveness of the existing internal control procedures and methods.
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.corporategovernancecommittee. 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 all provisions of the CG Code 2020.
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).
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:
Aedifica's Board of Directors has 12 members, 7 of whom are independent members within the meaning of Article 7:87 §1 BCCA. In view of their experience and their specific profiles, the Directors have the necessary competences in the context of the exercise of their mandate (see skills matrix below). The Board of Directors monitors the effectiveness of the risk management and internal control measures taken by the Executive Committee.
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 above. The members of the Executive Committee are responsible for the day-to-day management of the Company and the execution of the strategy in line with the sustainable business objectives, on which they report regularly to the Board of Directors. The Executive Committee is also responsible for the implementation and effectiveness of internal control and risk management measures.
The competence of the Executive Committee and of the staff is ensured by the implementation of recruitment processes based on defined profiles and by the organisation of appropriate trainings. Aedifica supports the personal development of its employees and offers them a comfortable and stimulating working environment tailored to their needs, by identifying their talents, and by helping to strengthen them. Staff changes are planned based on the career planning of employees and the likelihood of temporary (maternity leave, parental leave, etc.) or permanent (particularly retirement) departures.
Over the past years, a 'Target Operating Model' has been developed and when it was implemented, a RACI matrix was also created to describe the roles that each department plays within the organisation. The acronym RACI stands for responsible, accountable, consulted, and informed. The RACI framework clarifies responsibilities and ensures that our organisational needs are assigned to those responsible, and the performance of the responsible can be assessed against the responsibilities assigned under the framework. 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. In addition, the remuneration and evaluation policy for the Executive Committee and staff is based on the setting of realistic and measurable objectives.
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 Report on pages 20-21. In terms of risk culture, the Company adopts a prudent conservative attitude.
The Board of Directors identifies and evaluates Aedifica's main risks on a quarterly basis and publishes its findings in the annual and halfyearly financial reports and interim statements. Risks are also monitored on an ad hoc basis outside the quarterly identification and assessment exercises by the Board of Directors at its meetings. In this respect, Aedifica has built up an internal tool to better follow up on the risk evolution. Aedifica's appetite for these risks is assessed and the controls put in place are documented with the help of the tool. The risk analysis is regularly monitored and gives rise to remediation actions in relation to any identified vulnerabilities. More information on risks can be found in the 'Risk factors' chapter in this Annual Report.
Aedifica is aware that fraud could occur at any level within the organisation and has therefore taken various measures to prevent fraud and reduce this risk.
These measures concern inter alia the establish ment of an adequate system of internal control (including control activities – see also principle 10 below) and the adoption of various policies (Code of Conduct, setting out rules for proper book and accounting recording and unauthorised use of company resources; the Anti-Bribery and Corrup tion Policy and the Policy on preventing the use of the financial system for the purposes of money laundering and terrorist financing). Any attempt to commit fraud is immediately investigated in order to mitigate the potential impact on the Company
and prevent further attempts.
Significant changes are continuously identified and analysed by both the Executive Committee and the Board of Directors and formalised in the 'risk universe' tool. This analysis is incorporated in the 'Risk factors' chapter. In application of this process, sustainability-related risks have also been identified and integrated in the 'risk universe tool' in recent years.
Each acquisition or disposal transaction can be reconstructed as to its origin, the parties involved, its nature, and the time and place at which it was carried out, on the basis of notarial deeds (direct acquisition or by way of contribution in kind, merger, demerger or partial demerger) or private deeds (indirect acquisition), and is subject, prior to its conclusion, to a control of compliance with the Company's Articles of Association and with the legal and regulatory provisions in force.
Furthermore, for the management of opera tional risks, the following measures have been implemented:

mitigate €/£ variations on the balance sheet. Helsinki Ensikodintie - Helsinki (FI)
A part of the debt is contracted in £, which allows to mitigate the exchange rate variations on the valuation of the buildings. Following the acquisition of Hoivatilat, Aedifica is also exposed to the €/SEK exchange rate risk;
The technology used by the Company is selected according to an 'integrated system approach'. Aedifica relies on a fully operational ERP (SAP) to conduct its business. To manage the debt, Aedifica uses a treasury management system (Reval) which communicates daily with the ERP. Aedifica is currently implementing a new budgeting tool which facilitates the budgeting and forecasting projections. The security of access and the continuity of the systems data are entrusted to a partner based on a service level agreement. In addition, leases are registered, and the most important contracts and documents are adequately preserved outside Aedifica's premises. Finally, an IT department ensures that the necessary backups and firewalls are in place to protect the security of access and continuity of system data for which a service level agreement is in place with a trusted partner.
The formalisation of documentation and internal processes in formal procedures and policies is part of a continuous process improvement objective, which also considers the balance between formalisation and company size.
The information system used by the Company enables it to reliable and complete information on a timely basis, meeting both internal control and external reporting needs. The Company has switched to a single ERP system for the entire group (SAP).
Additionally, the Company also uses specific software tools to support operational processes:
The internal control information is communicated in a transparent manner within the Company with the aim of clarifying for everyone the organisation's policies, procedures, objectives, roles and responsibilities. Communication is adapted to the size of the Company and consists mainly of general staff communication, working meetings and email exchanges. In 2022, an intranet has been put in place to facilitate communication and exchange of information throughout the Group.
Principle 15: the organisation communicates with third parties on matters that affect the functioning of internal control.
Extensive external communication to shareholders and other stakeholders and transparency is essential for a listed company, and Aedifica is dedicated to it on a daily basis. External communication relating to the functioning of internal control is primarily done in the annual report. Additionally, most policies are also published on the Group's website.
In order to ensure that the components of the internal control are properly applied, Aedifica has set up an internal audit function covering its main processes. The internal audit is organised according to a multi-year cycle. The specific scope of the internal audit 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 person responsible for the internal audit.
The recommendations issued by internal audit are communicated to the Audit and Risk Committee and the Executive Committee. The Committee ensures that the appropriate corrective measures are taken by the management.
Based on the transparency notices received, BlackRock, Inc. (transparency notice dated 23 September 2022) holds at least 5% of the voting rights in Aedifica (see page 82). No othe shareholder holds more than 5% of the capital. Notices under transparency legislation and controlchains 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.
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.
The Board of Directors consists of twelve 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 pages 89-90. 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.
The full biographies for each of the members of the Board of Directors are available on Aedifica's website. Each member of the Board of Directors has, for the purpose of their mandate within Aedifica NV/SA, selected the address of the registered seat of Aedifica NV/SA, Rue Belliard/Belliardstraat 40 (box 11), 1040 Brussels (Belgium), as their business address.
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, as explained in more detail on pages 94-95.

Chair – Independent Director Member of Audit and Risk Committee Belgian – 66 years
• Since 23.10.2015 • End of term: 05.2024
Over 20 years in banking and financial sector, including various senior leadership positions.
Securex Assurance, Cigna Life Insurance Company of Europe NV/SA, Scottish Widows Europe
Mandates expired during the last 5 years ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA, Reacfin NV/SA
Chief Executive Officer – Executive Manager Belgian – 58 years
Aedifica Board mandate • Since 03.02.2006 • End of term: 05.2024
More than 15 years as CEO of Aedifica which has evolved under his leadership from a small start-up to a European pure play healthcare real estate investor.
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 From left to right: Luc Plasman, Raoul Thomassen, Charles-Antoine van Aelst, Ingrid Daerden, Stefaan Gielens, Pertti Huuskonen, Elisabeth May-Roberti, Sven Bogaerts, Marleen Willekens, Serge Wibaut, Henrike Waldburg & Katrien Kesteloot.

Executive Director — Chief Investment Officer – Executive Manager Belgian – 38 years
Aedifica Board mandate
• Since 08.06.2020 • End of term: 05.2026
Over 15 years, starting as corporate analyst with Aedifica evolving to investment manager and chief investment officer.
Aedifica shareholding 7,164
Other active mandates Director of Immobe NV/SA
Mandates expired during the last
5 years Director of Davidis NV/SA
Executive Director – Chief Mergers & Acquisitions Officer – Chief Legal Officer – Executive Manager Belgian – 46 years
• Since 08.06.2020 • End of term: 05.2026
Over 20 years, including 14 years as attorney specialised in business real estate transactions.
Aedifica shareholding 6,827
Other active mandates /
Mandates expired during the last 5 years Director of Immobe NV/SA
Executive Director – Chief Financial Officer – Executive Manager Belgian – 49 years
Aedifica Board mandate • Since 08.06.2020 • End of term: 05.2026
Experience Over 25 years, including 10 years in real estate financing.
Aedifica shareholding 5,505
Other active mandates Director of LCL Data Centers
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
Independent Director – Member of the Nomination and Remuneration Committee – Fin – 67 years
Aedifica Board mandate • Since 08.06.2020 • End of term: 05.2026
Experience Almost 40 years in real estate, including various senior leadership positions.
Aedifica shareholding 3,296
Chair of the Board of Directors and CEO of Lunacon Oy, Vice Chair of the Board of Directors of Ahlström Kiinteistöt Oy and Chair of the Board of Directors of Avain Yhtiöt, Chair of Aitoenergia
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, (Vice) Chair of the Board of Directors of Hoivatilat Oy
Independent Director – Member of the Audit and Risk Committee – Responsible for internal audit Belgian – 61 years
• Since 23.10.2015 • End of term: 05.2024
Experience Over 30 years in healthcare sector, notably over 20 years as CFO of UZ Leuven (university hospital).
Aedifica shareholding 202
/
/
Director of Hospex NV/SA, VZW/ASBL Faculty Club KU Leuven and Rondom VZW/ASBL, Chair of the Board of Directors and member of the Audit Committee of Emmaüs VZW/ASBL
Mandates expired during the last 5 years
Independent Director – Chair of the Nomination and Remuneration Committee
Belgian – 60 years Aedifica Board mandate • Since 23.10.2015
• End of term: 05.2024 Experience
Over 20 years in real estate sector, notably as Secretary General – General Counsel of Interparking Group (AG Insurance).
Aedifica shareholding 508
Other active mandates Various positions and mandates within the Interparking Group
Mandates expired during the last 5 years
ANNUAL REPORT 2023 - CORPORATE GOVERNANCE STATEMENT 90 AEDIFICA
Independent Director – Member of the Nomination and Remuneration Committee and Chair of the Investment Committee Belgian – 70 years
Aedifica Board mandate • Since 27.10.2017 • End of term: 05.2026
Experience Almost 40 years in real estate sector, including various senior leadership positions.
Aedifica shareholding 488
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 /
Executive Director – Chief Operational Officer – Executive Manager Dutch – 49 years
Aedifica Board mandate • Since 10.05.2022 • End of term: 05.2025
Experience Almost 20 years in property and asset management.
Aedifica shareholding 2,022
Other active mandates Listo Consulting BV
Mandates expired during the last 5 years
Chair of ICSC Europe Retail Asset Management Committee and Profin Green Iberia ES SL (the company was dissolved and liquidated), Director of Profin Green Iberia NL BV
Independent Director German – 51 years
• End of term: 05.2025
77
Almost 20 years in the real estate industry with one of Europe's largest real estate investment managers, notably over the last 15 years in various senior leadership positions.
Aedifica shareholding
Board member of European Council of Shopping Places (ECSP)
Mandates expired during the last 5 years /
Independent Director – Chair of the Audit and Risk Committee Belgian – 58 years
• Since 27.10.2017
• End of term: 05.2026
Almost 30 years as professor of accounting and auditing at the KU Leuven and BI Norwegian Business School Oslo (Norway).
151
5 years /
Independent director and Chair of the Audit Committee of Intervest NV/SA Mandates expired during the last
The Director's mandates of Mr Wibaut, Mr Gielens, Ms Kesteloot and Ms May-Roberti expire after the Ordinary General Meeting of 14 May 2024. Given their professional competences and their contribution to the proper functioning of the Board of Directors and its Committees, the Board of Directors proposes to the Ordinary General Meeting – upon recommendation of the Nomination and Remuneration Committee – to renew these mandates.
Furthermore, Ms Waldburg has decided to end her mandate as Director of Aedifica as per the Ordinary General Meeting of 14 May 2024 as the continuation of her mandate is difficult to reconcile with additional professional obligations that have fallen upon her. Considering the skills and experience of Ms
Waldburg and of the entire Board of Directors, the Nomination and Remuneration Committee has led the search for a new independent Director. This has resulted in the proposal of the Board of Directors to the Ordinary General Meeting for the appointment – subject to approval by the FSMA – of:
Ms Kari Pitkin brings over 20 years of experience and expertise in the pan-European real estate and investment banking industry. She has been European Head of Real Estate, Gaming & Lodging Investment Banking at Bank of America Merrill Lynch for many years and in that capacity has assisted large institutional investors in a variety of corporate finance transactions. For years, she was also Head of Business Development (and later Head of Clients Solutions) with PIMCO Prime Real Estate, and in that way was involved in investments in various asset classes in different geographical areas.
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.
During the 2023 financial year, the Board of Directors met 12 times.
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:
the strategy and development of the Company;
the navigation of the Company throughout the changed macro-economic environment.
the impact of inflation, increased energy and staff costs on operators;
enhanced focus on monitoring and overseeing the quality of care in Aedifica care homes;
implementation of the ESG strategy on the operational level.
the capital increase in the context of an optional dividend within the scope of the authorised capital;
the capital increase in cash without preferential subscription right, but with priority allocation rights;
debt-to-assets ratio management.
2022 Environmental Data Report and the sustainability action plan to achieve net zero emissions by 2050 for the real estate portfolio, based on the work and reporting of the Sustainability Steering Committee as validated by the Executive Committee;
GRESB participation.
An Induction Programme has been developed for new Directors, in which any Director can participate. The programme includes a review of the Group's strategy and activities, and the main challenges in terms of growth and competition and a review of finance, human resources management, legal context, corporate governance and compliance topics through one-to-one meetings with the members of the Executive Committee and the Compliance Officer.
Directors also receive compliance training (including training on information (cyber) security). On occasion, external speakers are also invited to discuss specific topics. In 2023, such topics covered the situation on the financial markets and the impact on the real estate sector, the strategic challenges and opportunities for Aedifica's business model in the long term and the climate risk assessment carried out in relation to our portfolio.
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 provided the Chair of the Board of Directors is informed in advance and with due regard 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.
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 composition of the Audit and Risk Committee and the tasks entrusted to the committee meet the legal requirements. 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 committee met six times during the 2023 financial year. The Statutory Auditor of the Company was heard two times by the Audit and Risk Committee during the financial year.
The main points discussed during the 2023 financial year were:
The Nomination and Remuneration Committee consists of three Independent Directors: Ms May-Roberti (Chair of the Nomination and Remuneration Committee), Mr Plasman and Mr Huuskonen. 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 composition of the Nomination and Remuneration Committee and the tasks entrusted to the committee meet the legal requirements. 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.
During the financial year 2023, the committee met 4 times, mainly to discuss the following points:
The Investment Committee consists of two Independent Directors and one Executive Director: Mr Plasman (Chair of the Investment Committee), Mr Wibaut and Mr Gielens.
During the 2023 financial year, the committee met 3 times to analyse and evaluate investment opportunities. Additionally, the members of the committee regularly consulted informally (electronically or by telephone) when a formal meeting was not necessary.
More information on the attendance of Directors and the remuneration of the Non-Executive Directors can be found in the remuneration policy (see Aedifica's Corporate Governance Charter) and the remuneration report (see page 97).
The Executive Committee is composed of the following persons, who are also all Executive Managers in the meaning of the RREC Law. The members of the Executive Committee are appointed by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee. The members of the Executive Committee are also executive Directors of the Company. In that capacity they were present at all meetings of the Board of Directors held in 2023.
More information on the remuneration of the members of the Executive Committee can be found in the remuneration policy (see Aedifica's Corporate Governance Charter) and the remuneration report (see page 101).
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 see Aedifica's Corporate Governance Charter (available on the website).
| Name | Position | Function / description | Start of mandate |
Aedifica shareholding |
|---|---|---|---|---|
| Stefaan Gielens, MRICS Belgian – 58 years |
Chief Executive Officer (CEO) |
• Monitoring the Group's general activities • Driving force behind the Group's strategy and internationalisation • Executive Director, chair of the Executive Committee, member of the Investment Committee and Director of several Aedifica subsidiaries • CEO mandate is of indefinite duration |
3 February 2006 | 18,301 |
| Ingrid Daerden Belgian – 49 years |
Chief Financial Officer (CFO) |
• Responsible for the financial activities of the Group • Executive Director, member of the Executive Committee, Risk Manager and Director of several Aedifica subsidiaries • CFO mandate is of indefinite duration |
1 September 2018 | 5,505 |
| Raoul Thomassen Dutch – 49 years |
Chief Operating Officer (COO) |
• Responsible for the business operations and daily functioning of the Group • Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries • COO mandate is of indefinite duration |
1 March 2021 | 2,022 |
| Charles-Antoine Van Aelst Belgian – 38 years |
Chief Investment Officer (CIO) |
• Responsible for the Group's investment activities • Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries • CIO mandate is of indefinite duration |
1 October 2017 | 7,164 |
| Sven Bogaerts Belgian – 46 years |
Chief Legal Officer/Chief Mergers & Acquisitions Officer (CLO/CM&AO) |
• Responsible for the Group's Legal Department and its national and international M&A activities • Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries • CLO/CM&AO mandate is of indefinite duration |
1 October 2017 | 6,827 |
From left to right: Charles-Antoine van Aelst, Sven Bogaerts, Raoul Thomassen, Ingrid Daerden & Stefaan Gielens.

Diversity at the level of the Board of Directors and at the level of the Executive Committee is part of the overall diversity, equity and inclusion objectives of Aedifica as described in the diversity policy (see page 56).
In accordance with the Belgian legal requirements, at least one third of the members of the Board of Directors must be of a different gender from the other members. The Board of Directors follows these legal requirements, and these have also been integrated into the Board
recruitment and nomination process. The precise gender make-up fluctuates over time as positions become vacant and depends also on the complementarity between the different members with respect to various facets of diversity (of which gender is one). Beyond gender diversity and the growing focus on the international composition of the Board of Directors, the Board of Directors always strives to keep a balanced mix of diversity in terms of skills, experience, nationality, age, independence, tenure as well as any other relevant criterion.


8
6
4
2

TENURE
< 30 years 30 – 39
4
1
0
3
2
1
0
0 – 4 years 5 – 8
No legal gender requirements apply to the composition of the Executive Committee. Nevertheless, here as well, the Company strives through the Board of Directors that appoints the members of the Executive Committee, to gender diversity in the composition of the Executive Committee. The overall objective, however, is to pay careful attention not just to one aspect of diversity but to diversity in all its aspects to ensure a complementarity of competences, national and international experience, personalities and profiles, in addition to the expertise and integrity required for the performance of the function.
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:
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.
The last overall assessment of the Board of Directors and the Board committees took place at the end of 2023 and was conducted by an external specialised governance consultant. The evaluation focused primarily on the composition, succession planning, preparation and functioning of the Board and its committees, and the interactions between the Board and the Executive Committee. The evaluation indicates that the Board functions well and can rely on highly committed and engaged Board members. Suggestions were mainly made regarding the further preparation and elaboration of succession planning for the Board of Directors and the Executive Committee in the medium term.
years + 12years
years 9 – 12
years 40 – 49
years 50 – 59
years ≥ 60 years
Aedifica in 2023: posting solid results in a challenging market environment

39.7% debt-to-assets ratio
completed for nearly €310 million
90% EPC coverage
of sustainability scores
100% occupancy rate
Draft Guidelines on the standardised presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828 as regards the encouragement of long-term shareholder engagement.
See decisions of the Ordinary General Meetings of 28 October 2016, 22 October 2019 and 11 May 2021.
This Remuneration Report was drafted according to the provisions of article 3:6 §3 BCCA and complies with the principles of the 2020 CG Code. It has also been drafted taking into account the European Commission's nonbinding draft guidelines for the standardised presentation of the remuneration report1 .
The Remuneration Report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due, during the 2023 financial year to each of the Non-Executive Directors and members of the Executive Committee in application of the remuneration policy, where applicable comparing the actual performance to the targets set.
On 11 May 2021, the General Meeting of Aedifica approved the new remuneration policy with a large majority (95.20% of the votes casted). This policy took effect on 1 January 2021 and can be consulted on our website. The Board of Directors did not deviate over the past financial year in any matter from the approved remuneration policy.
The last remuneration report (over the financial year 2022) was approved by a large majority of the shareholders (92% of the votes casted at the General Meeting of 9 May 2023). Notwithstanding the fact that this represented a significant increase in the level of shareholder support (which was the year before already 83%), and exceeds levels achieved in the majority of other BEL 20 Index companies, the Nomination and Remuneration Committee took additional steps to understand shareholders' and proxy advisors' perspectives in order to make further improvements. Further to the feedback received, it was decided to include henceforth a full retrospective disclosure of the STI and LTI targets and performance levels for the completed performance cycles on the basis of which an award to the Executive Committee is granted. Additionally, the
Company also decided to already disclose the targets and performance levels with respect to the non-financial KPIs set under the LTI for the new performance cycle 2024-2026.
The Company will continue to solicit shareholders' and proxy advisors' feedback to ensure that Aedifica's approach to remuneration remains aligned with the interests of all stakeholders and evolves as market expectations change. This feedback will also be taken into account when the Board of Directors submits next year (4 years since the previous approval) – in line with the applicable legislation – the remuneration policy, as the case may be amended where deemed appropriate, again to the General Meeting.
The Company's Ordinary General Meeting has set the following remuneration for the Non-Executive Directors2 :
Additionally, the Board of Directors has decided to grant a special travel allowance of €300 per (round) trip to Mr Huuskonen and Ms Waldburg in application of the power granted to it under the remuneration policy to offer on a case-bycase basis to Non-Executive Directors who attend meetings of the Board of Directors in a country other than their country of residence, a special travel allowance of €300 to cover their travel time. The table below provides an overview of the Non-Executive Directors' attendance at Board and committee meetings and the remuneration received for the 2023 financial year as Director of Aedifica.
The amounts of the remuneration correspond to the amounts approved by the Ordinary General Meetings referred to above and are, based on a comparative study of the independent specialist consultant Willis Towers Watson of 2020 with the BEL20 companies as reference peer group, below the 25th percentile of the market.
The structure of the remuneration corresponds to the remuneration policy: a fixed cash-based straight forward remuneration. 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.
However, in accordance with the remuneration policy and in order to comply with the spirit of principle 7.6 of the 2020 CG Code the Non-Executive Directors are obliged to annually register in the Company's share register a number of shares equivalent to 10% of their gross annual fixed remuneration as member of the Board of Directors, calculated based on the average stock market price for the month December of the previous year. In application of this rule the Non-Executive Directors other than the Chairperson had to register for the year 2023 a minimum of 46 shares in the share register, whereas the Chairperson had to register a minimum of 118 shares.
All Non-Executive Directors have registered the required number of shares in the share register of the Company, with the exception of Ms Waldburg who was for technical constraints specific to the German banking and securities system not able to convert its dematerialised shares in registered shares. These shares must 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. This shareholding obligation also applies to Ms Waldburg who annually submits proof that the required number of shares are still being held by her.
The combination of a fixed cash-based remuneration and the obligation for the Non-Executive Directors to invest in the Company's capital, coupled to a long-term holding obligation of the acquired shares, allows the Company to reward the 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.
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, as summarised in the table on the right.
| Competitive to relevant peers to attract, retain and motivate high calibre executives |
Long-Term Incentive Short-Term Incentive |
up to ~ 45% of total as variable remuneration (50% short / 50% long term variable), with upwards opportunity for outperformance |
|---|---|---|
| Benefits | ~ 55% of total as fixed base |
|
| Fixed base remuneration |
remuneration |
• Driving financial and non-financial performance and generating long-term sustainable and profitable growth
• Aligned with the Company's financial performance goals, its long-term value creation strategy and risk tolerance
• Aligned with shareholders 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
• Reflection of pay for performance principle
• 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
| Remuneration of Independent Directors in 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Board of Directors attendance |
Audit and Risk Committee attendance |
Nomination and Remuneration Committee attendance |
Investment Committee attendance |
Fixed remuneration (€) |
Attendance fees (€) |
Travel allowance (€) |
Total remuneration (€) |
||
| Pertti Huuskonen | 12/12 | 4/4 | 35,000 | 15,600 | 1,500 | 52,100 1 | ||||
| Katrien Kesteloot | 12/12 | 6/6 | 40,000 | 17,400 | 57,400 | |||||
| Elisabeth May-Roberti |
12/12 | 4/4 | 45,000 | 15,600 | 60,600 | |||||
| Marleen Willekens | 11/12 | 5/6 | 50,000 | 15,500 | 65,500 | |||||
| Luc Plasman | 12/12 | 4/4 | 3/3 | 45,000 | 18,300 | 63,300 | ||||
| Serge Wibaut | 12/12 | 6/6 | 3/3 | 95,000 | 20,100 | 115,100 | ||||
| Henrike Waldburg | 11/12 | 35,000 | 11,000 | 1,200 | 47,200 | |||||
| Total | 345,000 | 113,500 | 461,200 |
ANNUAL REPORT 2023 - CORPORATE GOVERNANCE STATEMENT 97 AEDIFICA
In alignment with the remuneration policy, remuneration of the members of the Executive Committee is regularly benchmarked against that of a peer group in order to ensure the market conformity of the remuneration package and enable the Company to continue to attract and retain internationally experienced top executive profiles, taking into account and evolving with the size, growth and internationalisation of the Company. The latest benchmark study was conducted in the first half of 2022 by the independent specialist consultant Willis Towers Watson. The benchmarked group consisted of the following European peers: Cofinimmo, Immobel, Warehouses de Pauw, Gecina, Icade, Klepierre, Korian, Orpea, Deutsche Wohnen, Patrizia, Vonovia, Grand City Properties, Shurgard Self
Name Identification
of plan
Storage, Eurocommercial Properties, Redevco, Fabege, Hemso, SBB, PSP Swiss Property, Assura, Hammerson, Land Securities Group and SEGRO.
The current remuneration level of the members of the Executive Committee is around the 25th percentile of the peer group.
Acquisition date of LTIP shares
The fixed remuneration consists of a fixed cash remuneration, as set out in the management agreements with individual members of the Executive Committee.
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.
The table below details the number of shares acquired by the members of the Executive Committee in previous years in application of the fixed long-term incentive plans and which have vested during the calendar year 2023.
No new shares are issued anymore under these plans since the former fixed long-term incentive plans have been replaced by a variable longterm incentive plan in the context of the new remuneration policy of 2021 (see previous annual reports).

Charles-Antoine van Aelst
As described in the remuneration policy, the members of the Executive Committee are entitled to an annual bonus subject to the realisation of both collective and personal objectives. The target bonus for performance is equal to 40% of the 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 recognised performance
level. The aggregate annual bonus may 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 a balanced mix of collective and personal, financial and non-financial key performance indicators (KPIs) and their corresponding weighting factors.
On 20 February 2024, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Committee and after validation of the financial results as at 31 December 2023 by the Audit and Risk Committee, that the quantitative and qualitative criteria set out for the annual short term incentive plan and determined in line with the remuneration policy were met for payment of the variable
remuneration to the members of the Executive Committee for the 2023 financial year, as indicated in the table on the upper right.
The performance levels under the short-term incentive for the collective financial KPIs and the personal non-financial KPIs for the financial year 2024 have been set by the Board of Directors. In accordance with the remuneration policy, these were set as indicated in the framework on the lower right.
In line with market practice and taking into account the commercial sensitivity of disclosing financial targets prospectively, the Company discloses the specific performance levels on a retrospective basis only.
| 2023 performance objectives |
Weight Award min-max |
Targets & achievements | Award | |||||
|---|---|---|---|---|---|---|---|---|
| Collective KPI |
Consolidated EPRA Earnings* per share 1 |
70% | 0-125% | min target max actual 4.28 4.50 4.72 5.02 |
125% | |||
| Operating margin | 15% | 0-125% | min actual target max 84.20 84.90 85.10 85.85 |
89% | ||||
| Personal KPI |
Individual performance CEO |
15% | 0-125% | Personal targets supporting the Company's strategic imperatives |
125% | |||
| Individual performance other members of Executive Committee |
15% | 0-125% | Personal targets supporting the Company's strategic imperatives |
125% | ||||
| Short term variable – 2024 |
| Collective KPIs (85%) | Personal KPIs (15%) | |
|---|---|---|
| EPS (70%) | Operating margin (15%) | Personal targets supporting the Company's strategic imperatives |
As described in the remuneration policy, the 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).
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 of 50% of the annual fixed remuneration at grant which is paid for actual performance at or in excess of the maximum recognised performance level. The aggregate long-term incentive may thus vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets.
The actually earned incentive award is determined on the basis of a mix of collective, financial and non-financial, KPI-types (key performance indicators) and corresponding weighting factors. The Board of Directors determines for each three-year performance cycle the specific financial and non-financial KPIs (and their performance levels) selected within the framework of the KPI-types set in the remuneration policy.
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.
The first performance cycle of the long-term incentive plan (period 2021-2023) was set by the Board of Directors in 2021 in line with the remuneration policy (see remuneration report over financial year 2021).
On 20 February 2024, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Committee and after validation of the financial results per 31 December 2023 by the Audit and Risk Committee that the quantitative and qualitative criteria set out for the 2021-2023 performance cycle of the long term incentive plan were met for payment of the variable remuneration to the members of the Executive Committee, as indicated in the table on the upper right.
For each of the ongoing performance cycles under the long term incentive plan, the Board of Directors has in the beginning of the performance cycle selected the specific KPIs within the range of categories of financial and non-financial KPIs set out in the remuneration policy. The realisation of the KPIs for a performance cycle is evaluated at the beginning of the financial year following the end of the performance cycle. In line with market practice and taking into account the commercial sensitivity of disclosing financial targets prospectively, the Company discloses the performance levels of the financial KPIs under the long term incentive plan on a retrospective basis only. An overview of the targets of the ongoing performance cycles are presented in the table on the bottom right.

| Overview targets ongoing performance cycles | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial KPI | Weight | Non-financial KPI | Weight | |||||
| 2022 - 2024 | Average EPS growth (CAGR) |
70% | EPC coverage of the Group's portfolio min target max |
15% | ||||
| 80% 85% 90% Employee satisfaction - average satisfaction rate in Great Place to Work survey |
15% | |||||||
| min target max 72.5% 75% 77% |
||||||||
| 2023 - 2025 | Average EPS growth (CAGR) |
70% | Net energy use intensity of the portfolio at the end of the performance cycle |
15% | ||||
| min target max 162 kw 157 kw 152 kw |
||||||||
| per square meter / per year (based on that part of the portfolio for which such data are available) |
||||||||
| Employee satisfaction - average satisfaction rate in Great Place to Work survey |
15% | |||||||
| min target max 72.5% 75% 77% |
||||||||
| 2024 - 2026 | Average EPS growth (CAGR) |
40% | Net energy use intensity of the portfolio at the end of the performance cycle |
15% | ||||
| Average EPRA Cost Ratio |
30% | min target max 160 kw 156 kw 152 kw |
||||||
| per square meter / per year (based on that part of the portfolio for which such data are available) |
||||||||
| Employee satisfaction - average satisfaction rate in Great Place to Work survey |
15% | |||||||
| min target max 73% 76% 78% |
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.
The members of the Executive Committee benefit from various additional benefits, including a representation allowance, hospitalisation and invalidity insurance and coverage for accidents at work, a laptop and a smartphone. An apartment close to the Brussels office is also made available to the benefit of Mr Thomassen (given his residency in the Netherlands).
For information purposes, note that the ratio between the total remuneration of the CEO for 2023 and the average remuneration of personnel amounts to 9; the ratio between the total remuneration of the CEO for 2023 and the lowest remuneration of personnel amounts to 24.
The management agreements signed with the members of the Executive Committee may be terminated either by each party giving notice according to the applicable legal and contractual conditions, or in the following circumstances:
The only case in which a contractual indemnity granted to 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 by Aedifica within six months after a change of control (including a public takeover bid) 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.
In 2023 there were no departures from the Board of Directors or the Executive Committee and no severance payments have therefore been paid.
In line with the remuneration policy, the management agreements with the members of the Executive Committee provide for a clawback mechanism for both the (performance based) 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.
There were no circumstances in 2023 which could have resulted in the use of the clawback.
All members of the Executive Committee possess the minimum number of shares in the Company as stipulated by the remuneration policy (see page 93 for specific number of shares held), except for Mr Thomassen who only took up his position as COO and member of the Executive Committee on 1 March 2021 and has until 28 February 2026 to reach the minimum threshold.
| Total remuneration of Executive Committee | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Fixed Variable remuneration (€) remuneration |
|||||||||
| Name | Annual fixed remuneration (€) |
One-year variable |
Multi-year variable (LTIP 2021-2023) |
Pension plan contribution (€) |
Other benefits (€) |
Total remuneration (€) |
Ratio of fixed / variable remuneration (€) |
||
| Stefaan Gielens (CEO) | 604,188 | 290,010 | 253,283 | 77,985 | 30,358 | 1,255,824 | 57/43 | ||
| Ingrid Daerden (CFO) | 422,649 | 202,872 | 155,687 | 39,427 | 15,243 | 835,878 | 57/43 | ||
| Raoul Thomassen (COO) | 307,092 | 147,404 | 99,942 | 32,433 | 22,235 | 609,106 | 59/41 | ||
| Charles-Antoine van Aelst (CIO) |
346,662 | 166,398 | 137,500 | 34,453 | 13,879 | 698,892 | 57/43 | ||
| Sven Bogaerts (CLO/CM&AO) |
357,845 | 171,458 | 150,998 | 39,908 | 8,297 | 728,506 | 56/44 | ||
| Total | 2,038,436 | 978,142 | 797,410 | 224,206 | 90,012 | 4,128,207 |
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. The Non-Executive Directors have always received a fixed remuneration (annual remuneration + attendance fee) in cash. Since the financial year 2017/2018, the amounts of (elements of)
the remuneration of the Non-Executive Directors have only been changed further to decisions of the General Meetings of 22 October 20191 and 11 May 20212 .
Finally, the numbers in the below table are also influenced by:
Independent Director of Aedifica had to sit in the Board of Immobe as (then) Institutional RREC) for the period from 31 October 2018 until 27 March 2019 (including) (total remuneration for the aforementioned period of €6,000 fixed remuneration and €4,000 attendance fees);
• the expansion of the Board of Directors on 8 June 2020 with Mr Pertti Huuskonen, independent Non-Executive Director.
Other than that, the changes to the remuneration of the Non-Executive Directors vary thus only from year to year in view of the number of meetings of the Board of Directors and of the Board committees and attendance rates.
| Annual change in % | FY 2018/2019 vs 2017/2018 |
FY 2019/20203 vs 2018/2019 |
FY 2021 vs 2019/2020 |
FY 2022 vs 2021 |
FY 2023 vs 2022 |
|---|---|---|---|---|---|
| Remuneration of the Non-Executive Directors | |||||
| 2% | 15% | 29% | 1% | -7% | |
| Remuneration of the CEO (total) | |||||
| Stefaan Gielens | 23% | 12% | - 10% | 6% | 14% |
| Average remuneration of the other members of the Executive Committee (total) | |||||
| Sven Bogaerts | 33% | 62% | - 7% | 7% | 15% |
| Ingrid Daerden | 15% | -8% | 14% | 20% | |
| Charles-Antoine van Aelst | 28% | 37% | 8% | 10% | 14% |
| Raoul Thomassen | - 4 | 37% | 5% | ||
| Total cost of Executive Committee (including CEO) | 14% | 15%5 | -10%6 | 13%7 | 14%7 |
| Company's performance 8 | |||||
| Investment properties (including assets held for sale / rights of use / land reserve) | 33% | 62% | 29% | 16% | 3% |
| Investment properties (including assets held for sale / rights of use / land reserve) + WIP | 25% | 64% | 28% | 16% | 3% |
| Rental income | 29% | 34% | 24% | 18% | 15% |
| EPRA Earnings* | 24% | 34% | 30% | 20% | 21% |
| EPRA Earnings* per share | 15% | 9% | 3% | 9% | 6% |
| Average remuneration on a full-time equivalent basis of employees of Aedifica NV/SA 9 | |||||
| Employees of the Company | 7% | 5% | 8% | 8% | 12% |
The level of remuneration is regularly assessed and benchmarked against a market peer group in order to enable the Company to continue to attract and retain internationally experienced director profiles for the Company, taking into account and evolving with the size, growth and internationalisation of the Company.
No change is planned with regard to the remu neration of the Non-Executive Directors in 2024.
The Board of Directors sets the fixed remunera tion annually, considering factors such as:
The annual fixed remuneration may be reviewed and adapted taking into account the preceding factors and within the framework of the approved remuneration policy.
In accordance with the Board decision of 29 March 2022 (see remuneration report for the 2021 financial year), the increase of the fixed remu neration of Mr Gielens as CEO is spread over three years, resulting in an adjustment of his fixed remuneration on 1 July 2023 and on 1 July 2024 to bring the remuneration to a competitive level of remuneration in line with the identified peer group from the benchmark.

Helsinki Malminkartano Service Community - Helsinki (FI)
The Directors, the members of the Executive Committee, the persons entrusted with the dayto-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 are immediately made public and are explained in the Annual Financial Report and, where appropriate, in the Half-Year Financial Report.
Articles 7:96 and 7:97 BCCA, as well as Article 37 RREC Act (and the exceptions under Article 38 of the RREC Act), always need to be taken into consideration. These legal provisions concern the procedures that need to be followed in case a conflict of interest arises.
No conflict of interest in relation to real estate transactions occurred during 2023. The only conflict of interest that did occur during the 2023 financial year related to the remuneration of the members of the Executive Committee, as explained below.
In accordance with article 7:96 of the Belgian Code on Companies and Associations and article 37 of the Belgian Regulated Real Estate Act, Mr Stefaan Gielens, Ms Ingrid Daerden, Mr Sven Bogaerts, Mr Charles-Antoine Van Aelst and
Mr Raoul Thomassen each declared that they have a possible interest of a patrimonial nature which conflicts with the Company's interest, about which they will inform the Statutory Auditor.
This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of the members of the Executive Committee. All members of the Executive Committee then leave the meeting with respect to the deliberation and decision-making on the agenda items 7b, 7c and 7d.
The Chairperson of the Nomination and Remuneration Committee reports on the meeting of the Nomination and Remuneration Committee of 14 February 2023.
The Board of Directors has set on 29 March 2022, in line with the remuneration policy, the personal KPIs as well as the performance levels (targets, minimum thresholds and maximum performance levels) of the collective and personal KPIs for the short-term variable remuneration of the members of the Executive Committee for the financial year 2022 (which have been included in the addenda to the management contracts).
The realisation of the performance levels and the proposed bonus amounts to be granted to the members of the Executive Committee under the STI variable remuneration have been the subject of an overall evaluation by the Nomination and Remuneration Committee on 14 February 2023 on the basis of the (draft) financial figures as approved earlier this meeting by the Board of Directors.
The Board of Directors concludes, based on the recommendation of the Nomination and Remuneration Committee and after validation of the financial figures per 31 December 2022 by the Audit and Risk Committee that for the payment of the variable short-term remuneration to the members of the Executive Committee for the financial year 2022:
(i) with respect to the collective KPIs: the maximum performance levels were achieved; and (ii) with respect to the individual KPIs: the maximum performance levels were achieved.
Pursuant to the remuneration policy, the KPIs and their respective relative weighting for the short-term variable annual bonus of the members of the Executive Committee are set as follows:
| Collective KPIs (85%) | Personal KPIs (15%) | |
|---|---|---|
| EPS (70%) | Operating margin (15%) |
Personal targets supporting the Company's strategic imperatives |
The Nomination and Remuneration Committee has made a proposal on the personal KPIs and on the performance levels (target, minimum threshold and maximum performance level) of the collective KPIs and corresponding bonus levels under the short-term variable bonus (see Annex 1) which is discussed by the Board of Directors. As described in the remuneration policy, the target bonus for target performance is 40% of the annual fixed remuneration. Since no bonus is due for actual performance below the retained threshold level, and since in case of performance at, or in excess of the maximum recognised performance level, the bonus is capped at a maximum of 50% of the annual fixed remuneration, the variable short-term bonus will consequently vary between 0 and 50% of the annual fixed remuneration, depending on the realisation of the targets.
Upon deliberation, the Board of Directors approves the Nomination and Remuneration Committee's proposal and requests the Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision.
In accordance with the remuneration policy (as approved by the Board of Directors), the specific KPIs and performance levels for the performance cycle 2023-2025 in the context of the long-term variable remuneration for the members of the Executive Committee must be based on the following mix of collective financial and non-financial types of KPIs and their respective relative weighting:
| Financial | Non-Financial |
|---|---|
| KPI-types (70%) | KPI-types (30%) |
| Relative shareholder return, or Earnings per share, or Dividend per share |
Personal targets supporting the Company's strategic imperatives |
The Nomination and Remuneration Committee has made on that basis a proposal for the specific KPIs, applicable performance levels (target, minimum threshold and maximum performance level) and corresponding bonus levels for the performance cycle 2023-2025 (see Annex 2) which is discussed by the Board of Directors. As described in the remuneration policy, the variable
long-term bonus will vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets: no bonus is due for actual performance below the retained threshold level; in case of performance at, or in excess of the maximum recognised performance level, the bonus is capped at a maximum 50% of the annual fixed remuneration at grant.
Upon deliberation, the Board of Directors approves the Nomination and Remuneration Committee's proposal for the performance cycle 2023-2025 and requests the Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision.
The independent compliance function is performed in accordance with Article 17 RREC Act. Mr Thomas Moerman, Group 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.
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:
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.
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 three business days 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.
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 (Speak Up Policy).
Aedifica does not carry out any research and development activities as referred to in Articles 3:6 and 3:32 BCCA.
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.
Within the scope of the authorised capital (see section 3.2 of the Financial Report), and pursuant to a decision of the Board of Directors of 9 May 2023 to increase the capital within the framework of the authorised capital, by way of contribution in kind in the context of the optional dividend, the capital was increased by €10,013,477.88 to bring the amount of €1,051,691,535.73 to €1,061,705,013.61. 379,474 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 in the Company's profits for the 2023 financial year as of 1 January 2023.
Pursuant to a decision by the Board of Directors of 20 June 2023 to increase the capital within the scope of the authorised capital by contribution in cash, with cancellation of the preferential statutory subscription right and with allocation of an priority allocation right, the capital was increased on 30 June 2023 by €193,037,246.42 to bring it from €1,061,705,013.61 to €1,254,742,260.03. 7.315.402 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2023 financial year as from 4 July 2023.
An appropriate explanation regarding the conditions and the actual consequences of the capital increase of 30 June 2023, whereby the preferential statutory subscription right of the shareholders was cancelled and by which a 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 20 June 2023. In the event of a capital increase via contribution in kind, the shareholders have no preferential statutory subscription right and no special report is drawn up in application of Article 7:191 BCCA.
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.
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 2023, the capital amounts to €1,254,742,260.03. It is represented by 47,550,119 shares, each representing 1/47,550,119th of the capital.
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 Belgian 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).
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 RREC Act provides that Aedifica's shares are admitted to trading on a regulated market. All 47,550,119 Aedifica shares are listed on Euronext Brussels and Euronext Amsterdam (regulated markets).
Aedifica does not have holders of securities to which special controlling rights are attached.
Aedifica has no (such) employee share plan.
As at 31 December 2023, Aedifica held 277 treasury shares.
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.
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.
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.
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:
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 has approved the authorisation.
This permission is granted for a renewable period of 2 years, starting from the publication of the decision of the Extraordinary General Meeting of 28 July 2022 in the Appendices to the Belgian Official Gazette.
As at 31 December 2023, the balance of the authorised capital amounts to 1) €332,808,521.44 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) €200,324,829.26 for capital increases within the framework of the distribution of an optional dividend, and 3) €105,169,153.57 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 (€1,051,691,535.73), the available room under the authorisation amounts to €848,640,811.43.
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 Belgian Companies and Associations Code, subject to notification of the transaction to the FSMA. As at 31 December 2023, Aedifica had pledged none 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 suspend the use of the credit and/or 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 entered into with BNP Paribas Fortis on 24 February 2017, 14 November 2017, 31 October 2019, 23 June 2021, 6 July 2022 and 15 June 2023;
In addition, the treasury notes issued on 17 December 2018 under the long-term treasury notes programme contain a change of control clause.
The USPP Bond 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 contains provisions granting early redemption of the debt instruments in the event of a change of control over the Company.
The Sustainability Bond issued by the Company on 2 September 2021 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), apart from the clauses included in the credit and debt agreements dating from after the last Ordinary General Meeting of 9 May 2023, for which approval of the change of control clause will be requested at the General Meeting of 14 May 2024.
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.
As of 31 December 2023, Aedifica NV/SA holds perimeter companies in nine different countries: Belgium, Luxembourg, Germany, the Netherlands, the United Kingdom (including the British Crown Dependencies Jersey and Isle of Man), Finland, Sweden, Ireland and Spain.
The real estate located in a certain country is always held by a perimeter company of Aedifica in that certain country, with the exception of (i) certain assets located in Germany which are not only held by the German perimeter companies, but also partially by Aedifica NV/SA and Aedifica's Luxembourg perimeter companies and (ii) the asset located in the Isle of Man which is held by a Jersey perimeter company.
The organisational chart on pages 108-110 shows the Group's perimeter as well as its share in each perimeter company.




Uppsala Almungeberg 1 LSS boende AB
Uppsala Bäling Lövsta 1 LSS boende AB
Laholm Nyby LSS boende AB
Enköping Hässlinge LSS boende AB
Uppsala Bäling Lövsta 2 LSS boende AB
Uppsala Sunnersta LSS boende AB
Corporate governance statement
Aedifica's strategy aims to create long-term value for all its stakeholders by focusing on investing in European healthcare real estate. Through its 'buy and hold' strategy, the Group pursues a solid and growing revenue stream and dividend while maintaining a robust and diversified balance sheet. However, Aedifica's operations are carried out in a constantly changing environment that exposes the Group to internal and external risks and uncertainties that could impact its ability to achieve its objectives.
Aedifica is committed to managing these risks and uncertainties to the best of its ability by continuously monitoring their indicators. Moreover, Aedifica firmly believes that risk management should not only be discussed at Board level, but also integrated into the Group's corporate culture to create an environment where all employees are aware
of the Group's risks and to better identify, monitor and mitigate them.
In 2023, Aedifica updated its risk matrix taking into account the impact of the latest macroeconomic events, such as the evolution of interest rates, inflation and tenant solvency. This led to the inclusion of the risk of non-growth in the list of most material and relevant risks. The debt structure risk was downgraded to the 10th position as a result of the rights issue in July 2023, as the newly raised capital was used to reduce the debt-to-assets ratio and to reimburse the most expensive credit lines.
Corporate governance statement
-
-
-
-
Aedifica identifies its key risks by considering their impact on the Group's KPIs and their likeli hood of occurrence (see impact/likelihood heath map). During the 2023 risk assessment update (which considers all identified risks from 1 Jan uary 2023 to 31 December 2023), 31 risks were identified and monitored. Of these 31 risks, Aed ifica reports the 10 most material and relevant risks in this chapter. The assessment considered the likelihood and
impact of each risk, taking into account any existing mitigation measures taken by Aedifica. The other risks were either not Group-specific, or the risk assessment concluded that they were not to be considered as having a significant impact on the Group's strategy. Overall, Aedifica's risk level tends to be higher
in 2023 than in 2022, despite the mitigation measures taken. This is mainly attributable to
• hindered the Group's ability to create value
• affected the fair value of its current real estate
• put pressure on the profitability of its tenants – thus affecting their ability to meet rent obli
• contributed to a decline in Aedifica's share
It is acknowledged that other risk factors may exist, which are currently unknown, cannot be foreseen, and/or are, considering the information Aedifica possesses at the date of publication of this annual report, considered as remote or not significant for the Group, its operations and/ or its financial position. The following overview is therefore not exhaustive and was prepared based on the information available at the date
rising interest rates, which
portfolio,
price.
through new investments,
gations promptly – and
| Ranking | Risk category | Risk name |
|---|---|---|
| 1 | Financial | Financing risk |
| 2 | Real estate portfolio | Rents and tenants |
| 3 | Market | Fair value of the real estate |
| 4 | Strategic | Non-growth |
| 5 | Sustainability | Climate change |
| 6 | Market | Inflation |
| 7 | Financial | Exchange rate |
| 8 | Strategic | Reputational risk |
| 9 | Legal | Regulatory changes |
| 10 | Financial | Debt structure |


of publication of this annual report.
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| As a RREC, Aedifica is largely dependent on its ability (and the terms against which it is able) to secure funds – whether through borrowings or shareholder's equity – to finance its activities and investments. Various negative scenarios, such as: • in general: - disruptions in the international financial debt and equity capital markets; - a reduction in banks' lending capacities and/or willingness; - a deterioration in the Group's creditworthiness; • and more specifically: - an increase of interest rates; - a negative investor perception towards real estate companies in general and/or the real estate segment the Group invests in particularly; may occur, making it difficult or even impossible to secure new or renew (on favourable terms) debt and/or equity financing. A material increase in the Group's cost of capital will have an impact on the profitability of the Group as a whole and on new investments, while the unavailability of financing may ultimately lead to liquidity issues. |
• The unavailability of financial resources (via cash flow or available credit facilities) to pay interest and operating costs, pay dividends and repay outstanding capital on loans at the relevant maturity date. • Financing at an increased cost will lead to a decrease in profitability. An increase of 100 basis points in Euribor interest rates implies a negative effect on EPRA Earnings* of €0.4 million, corresponding to €0.01 per share (taking into account derivatives in place as at 31 December 2023). As at 31 December 2023: - Approx. €65 million in long-term debt will mature within one year, €146 million in 2025 and €408 million in 2026. - 63% of the Group's financial debt consists of floating-rate debt and 37%of fixed-rate debt. The unhedged part of the total financial debt equals 4%. • An increased difficulty, or even inability, to finance identified new acquisitions or development projects: - Rising interest rates may negatively affect the future growth of the Group (see also risk factor 4. 'Non growth') and the profitability of new acquisitions and/or developments if the cost of new financing is too high compared to the yield offered by the future assets. - As a result of market-wide negative investor sentiment, the Aedifica share price (€63.65) fell below the Net Asset Value per share (€75.20) at the end of the financial year, making it more difficult to (i) acquire properties by way of contributions in kind, (ii) raise equity capital, as well as (iii) maintain earnings per share (and therefore dividend per share) at a stable level. |
• Aedifica has secured sufficient credit lines to finance operating costs and committed investments. As at 31 December 2023, the total amount of undrawn and confirmed long-term credit facilities amounts to approx. €1,154 million (see page 67). • Aedifica performs a quarterly monitoring of the average cost of debt. As at 31 December 2023, the average cost of debt* including commitment fees amounts to 1.9%. • Aedifica monitors the net debt/EBITDA ratio and the Interest Cover Ratio (ICR) on a quarterly basis. As at 31 December 2023, the net debt/EBITDA ratio stands at 8.4 while the ICR stands at 5.9. • Aedifica monitors hedge maturities to ensure that at least 60% of floating rate debt is hedged against interest rate fluctuations. • Aedifica is developing an ever-expanding network of current and potential providers of financial resources. • Aedifica has adopted a conservative and prudent financing strategy with a balanced spread of debt maturity dates (see page 67). • Aedifica monitors its cash balances on a daily basis. |
• Evolution of interest rates. • Hedging ratio. • Liquidity on committed credit lines. • Share price vs Net Asset Value (NAV) per share. • Average cost of debt. • Debt-to-assets ratio. • Credit rating from external agencies. • Net debt/EBITDA. • Interest Cover Ratio. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| The Group's total turnover consists of rental income from buildings leased to professional care operators. A gloomy economic climate or other factors can have a material impact on the rent payment capacity of Aedifica's tenants. For example, the energy crisis along with rising labour costs, have led to a decrease in operators' profitability, has put pressure on operators' margins and, in turn, may have weakened their capacity to pay rent. In some cases, at the request of the tenant, the Group may decide to (temporarily) reduce the rent of certain assets in order to rebalance the tenants' rent levels in relation to their future income potential. Furthermore, when tenants leave on a due date or when the lease expires, new leases may yield lower rents than current leases. In a worst case scenario, a tenant may default and the rental income may be completely lost, which would be exacerbated if a new tenant could not be found quickly and/or the new tenant asked for a rent reduction. This risk would have a negative impact on the Group's operating and net results, and hence on earnings per share and therefore on the Company's ability to pay dividends. |
• As at 31 December 2023: - outstanding trade receivables amount to €23.3 million; - impairment provisions on outstanding trade receivables amount to €2.4 million. • A decrease in rental income, as the case may be pursuant to renegotiations, will affect earnings per share. On 31 December 2023, a -1% decrease in rental income would reduce earnings per share by €0.07. • The Group is not insured against tenant default. |
• Aedifica performs a thorough analysis of the operator's business plan before investing in a new project. • Aedifica monitors the financial performance of its tenants. • Aedifica has implemented procedures for billing and monitoring tenants with payment difficulties. • Aedifica has secured rental guarantees (in the form of bank guarantees, rent deposits (type of credit insurance), parent guarantees or other types of security interest) with operators, in line with established market practice in each of the various jurisdictions in which the Group is active. • Aedifica spreads its exposure to tenants by diversifying its tenant base (wide range of predominantly for-profit operators and growing segments of public and non-profit operators). |
• Diversification/concentration in tenant base (the Clariane group – the tenant with the largest share in Aedifica's rental income – represents 10% of the Group's rental income). • Diversification in asset type within the healthcare real estate segment. • Creditworthiness of tenants. • Evolution of tenant KPIs (Ebitdarm, rent cover, occupancy rate, etc.). • Deviation of rental income from budget. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| The fair value of investment properties (accounted for in accordance with IAS 40, assessed by independent valuation experts on a quarterly basis) fluctuates over time and depends on various factors over which the Group does not always have complete control (such as decreasing demand, technical quality of the building incl. sustainability requirements, decreasing occupancy rates, decreasing rental income (see also risk factor 2. 'Rents and tenants'), an increase in transfer tax charges, increasing interest rates (see also risk factor 1. 'Financing risk'), etc.). A potential loss in fair value of marketable investment properties could have a negative impact on the debt-to assets ratio (see also risk factor 10. 'Debt structure'), the net result and the Group's financial situation. |
• As at 31 December 2023, a change of 1% in the fair value of marketable investment properties would have an impact of approx. €58.4 million on the Group's net result, approx. €1.3 on the net asset value per share and approx. 0.4% on the consolidated debt-to-assets ratio. Over the course of the 2023 financial year, the fair value of marketable investment properties decreased by 1.9% on a like-for-like basis. |
• The fair value of investment properties is assessed by independent valuation experts on a quarterly basis. • The independent valuation experts are rotated in accordance with article 24, §2 of the RREC Act. • Aedifica's triple and double net leases imply that tenants are responsible for the day-to-day management, maintenance and repair of the buildings. Nevertheless, to the extent possible, Aedifica performs yearly condition checks. These checks are based on the Dutch standard NEN 2767, which allows Aedifica to measure the physical and technical quality of its buildings objectively and uniformly. • In the framework of the net zero GHG pathway, the Group is preparing a long-term capex strategy to improve the quality of its assets and reach net zero GhG emissions by 2050. |
• Fair value yield evolution. • Interest rate evolution. • Capex amount spent on existing assets. • Age of buildings. • Energy performance of buildings. • Occupancy rate of buildings. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| The prevailing economic conditions, in particular the increase in interest rates (see also risk factor 1. 'Financing risk'), present challenges for Aedifica's growth prospects. As Aedifica has succeeded in achieving a significant expansion of its business in the past, a slowdown or lack of growth may negatively impact stock market expectations (whereby investing in the stock market may be considered as less attractive compared to other investments perceived as less risky, such as (government) bonds), erode the confidence of the Company's partners and make access to capital more difficult. |
• Aedifica's strategy aims to raise capital at an affordable price to invest in healthcare real estate and generate shareholder returns. When the cost of capital increases, this strategy is more difficult to implement. - In 2023, Aedifica invested €319 million in capital expenditure on cash basis compared to €776 million in 2022. • The share price is assessed on the basis of future cash flows. If these come under pressure due to low growth expectations and higher debt costs, this could weigh on the share price. - On 31 December 2023, the share price amount to €63.65, compared to a net asset value per share of €75.20. • A non-growth strategy implemented over a long period of time could affect Aedifica's ability to increase its dividend. - For the 2023 financial year, Aedifica will distribute a gross dividend of €3.80 per share, an increase of 3% compared to the gross dividend of €3.70 per share distributed for 2022. The increase in dividend amounts to an average of 6% per year. |
• By maintaining a low debt-to-assets ratio. On 31 December 2023, its debt-to-assets ratio stood at 39.7%. • By regularly reviewing and challenging its strategic plans and through active management of the development pipeline. • Through accurate and transparent communication towards the market (analysts and investors). • By maintaining a sense of dynamism and entrepreneurship within the company to be able to react quickly to new opportunities. |
• Compound annual growth rate (CAGR) of the portfolio. • Share price evolution. • Earnings growth. • Dividend pay-out ratio. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| Climate change brings various challenges that may impact the integrity and the way in which care homes need to be built to counter and withstand those challenges (e.g. extreme temperatures will require specific ventilation and temperature control measures, while increasing extreme natural events and weather conditions will necessitate the implementation of different building techniques). The foregoing in combination with increasingly strict regulations, the (future) imposition of CO2 emission related taxes on buildings if they do not meet certain thresholds, in addition to the general shift from a fossil-fuel-based economy to a lower-carbon economy, may lead to a complete rethinking of the way buildings are designed, resulting in higher direct and indirect investment and – as long as the building does not meet the afore-mentioned standards – operational costs, which in turn will negatively affect the profitability of new and existing assets and therefore of the Group. |
• Negative impact on rental income (see also risk factor 2. 'Rents and tenants'). • Negative impact on the fair value of assets (see also risk factor 3. 'Fair value of the real estate'). • Negative impact on occupancy rates (see also risk factor 2. 'Rents and tenants'). • Inability to lease or dispose of unsustainable assets. • Negative impact on Aedifica's reputation (see also risk factor 8. 'Reputational risk). |
• With its net zero GHG pathway, Aedifica has established a roadmap to achieve net zero GhG emissions by 2050 (see page 40). An interim target was set for 2030 to reduce the nEUI for the entire Aedifica portfolio to an average of 130 kWh/m², while targets were also set for the Executive Committee and country managers. The targets were set and measurements were carried out in accordance with CRREM definitions. • Aedifica performs environmental due diligences for new assets/development projects. • Aedifica monitors the energy performance of its portfolio. The breakdown of the energy performance of the Group's properties as at 31 December 2023 will be reported in the June 2024 Environmental Data Report. • Aedifica's triple and double net leases imply that tenants are responsible for the day-to-day management, maintenance and repair of the buildings. Nevertheless, to the extent possible, Aedifica performs yearly condition checks. These checks are based on the Dutch standard NEN 2767, which allows Aedifica to measure the physical and technical quality of its buildings objectively and uniformly. • Aedifica implemented a building assessment framework (see page 41). This assessment includes 42 risk items and is carried out at different stages of the building life cycle. The insights provided include potential physical risks due to climate change, which can be used to take measures to protect properties. • The Group, supported by an external partner, has conducted a portfolio-wide risk analysis to better understand physical and transit risks. The findings have been incorporated in our strategic asset review and, where material, will be reflected in our portfolio and asset management strategy (see page 38). • Investing in a property portfolio spread across Europe is an effective way to mitigate the potential risks associated with extreme weather events. Geographical diversification allows investments to be spread across regions with different climates, reducing the impact of extreme weather events such as floods and droughts. |
• Aedifica's ESG scores. • Net energy use intensity of buildings. • Age of buildings. • Capex budget at property level. • Percentage of sustainable financing (see also risk factor 10. 'Debt structure'). • Geographical diversification. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| Inflation significantly increased in 2022 and 2023 in all markets in which the Group is active. All of the Group's rents are subject to indexation (although the indexation mechanism differs between the countries in which the Group operates). Since the Group's WAULT stands at 19 years, the future like-for-like evolution of rental income and the valuation of these assets depend to a large extent on inflation. However, the indexation to be applied pursuant to the indexation clauses could (i) deviate from the actual inflation rate (e.g. due to the fact that the indexation clause provides for a cap at a level that is lower than the actual inflation at that time, or pursuant to negotiations with the operator) and/or (ii) be subject to a time-lag in its application compared to the time at which the actual inflation takes place (e.g. due to the fact that the indexation clause only provides for an indexation at certain set intervals). |
• The market is very sensitive to Aedifica's ability to pass on inflationary increases in its rental income. Failure to translate the inflation rate into a rent increase would affect the future growth potential of rental income. The like-for-like evolution of rental income amounts to 5.2% as at 31 December 2023. • High inflation and high(er) interest rates could lead to higher debt costs that are not fully offset by rent increases if (i) indexation clauses do not follow the same pace as the actual inflation and/or (ii) tenants are not able to pay the uplift (see risk factor 1. 'Financing risk' as well as risk factor 2. 'Rents and tenants'). |
• All of Aedifica's leases are subject to some form of indexation. • Aedifica is in close contact with its tenants to assess the impact of indexation on their profitability. • 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. |
• Evolution of consumer price indices/health indices. • Like-for-like reporting on the evolution of rental income. • Assessment of tenant KPIs. |
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| As at 31 December 2023, the Group earns part of its income and incurs part of its expenses in the United Kingdom (approx. 20.6%) and Sweden (approx. 1.3%) and is therefore exposed to an exchange rate risk (€/£ and €/SEK respectively). Future fluctuations in the exchange rate may affect the value of the Group's investment properties, rental income and net result, all of which are expressed in euro. |
• As at 31 December 2023, a 10% change in the €/£ exchange rate has an impact of approx. €106.2 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €6.5 million on the Group's annual rental income and approx. €7.1 million on the Group's net result. • As at 31 December 2023, a 10% change in the €/SEK exchange rate has an impact of approx. €9.0 million on the fair value of the Group's investment properties located in Sweden, approx. €0.4 million on the Group's annual rental income and approx. €0.5 million on the Group's net result. |
• A natural hedge (balance sheet) relating to the €/£ exchange rate risk has been put in place as Aedifica has entered into financing in £ amounting to £340 million. |
• Exchange rate fluctuation €/£. • Exchange rate fluctuation €/SEK. • Actual exchange rate fluctuation compared to the budget. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| Reputation and visibility are key issues for a BEL 20 listed company. As the group and its international presence grow, the possibility and impact of the risk of reputational damage increases. Not only does the Group have to ensure its reputation and visibility in the various countries in which it operates, its reporting is also analysed more carefully by an ever-growing pool of investors and analysts. The treatment of residents by tenants, or the perception of healthcare providers in general (whether or not they represent a significant part of Aedifica's tenant base), may also affect the Group's reputation. Should the Group's reputation suffer, this could affect its growth prospects and make access to capital more difficult (see also risk factor 1. 'Financing risk'). |
• For the Group's investors, it is important that: - Aedifica has sound CSR scores to justify investing in the Group or granting financing (see also risk factor 10. 'Debt structure'). - Aedifica is sufficiently transparent with regard to ESG (see also risk factor 5. 'Climate change'). • The 2022 Orpea affair can be linked to a decrease in Aedifica's share price of approx. 16% around that period (from 24 January 2022 to 7 February 2022), even though only 5% of the Group's contractual rent at the time was derived from assets leased by Orpea. |
• The Group transparently communicates its financial and non-financial information according to industry standards (e.g. EPRA and GRI). • As high-quality treatment and residents' comfort are of paramount importance to the Group, (i) all public reports from local healthcare authorities are monitored, (ii) if not publicly available, the Group requests to receive such reports from its operators, and (iii) the Group requires its operators to meet a certain level of care quality standards by incorporating a quality-of-care commitment in new and existing leases (see page 48). • The Group proactively communicates and updates its financial outlook regarding dividends and EPRA earnings. |
• Monitoring of publicly available care quality ratings. • GRESB score. • Sustainalytics Risk Rating. |
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
|---|---|---|---|
| New regulations or changes in existing regulations (at European, national or local level) impacting the Group's activities, the Group's taxation, the (financing of the) activities of the tenants, and/or a change in the application or interpretation of such regulations by the administration (including the tax authorities) or the courts, can increase the Group's (administrative) costs and liabilities, and may have a major impact on the return, the fair value of the investment properties (see also risk factor 3. 'Fair value of the real estate') and on tenants and their ability to pay rent (see also risk factor 2. 'Rents and tenants'). |
• Often, a significant proportion of the revenues of care operators comes from subsidies (direct or indirect) granted by local social security systems. A reform of these (financing) systems in any of the regions in which the Group operates (e.g. as a result of the pressure exerted by the COVID-19 pandemic on social security systems, increasing inflation, etc.), could potentially have an impact on the solvency of care operators, creating the risk that they would not be able to meet their contractual obligations to the Group (see risk factor 2. 'Rents and tenants'). |
• By monitoring the country/region-specific regulatory frameworks as much as possible. • By diversifying the Group's assets, which are located in various countries and regions (see page 28). • By limiting the concentration of operators in the Group's portfolio (see page 30). |
• Geographical diversification. • Diversification per tenant. |
Corporate governance statement
| Risk description | Why is this risk significant for Aedifica? | How does Aedifica mitigate this risk? | Which Key Risk Indicators help Aedifica to monitor this risk? |
||||
|---|---|---|---|---|---|---|---|
| As a Belgian RREC, Aedifica is subject to strict regulatory financial covenants stemming from the RREC Regulation, as well as contractual financial covenants included in its financing agreements. Failure to comply with these can have far-reaching consequences, including: • sanctions, e.g., loss of RREC status and/or stricter supervision by the relevant regulator(s) if statutory financial parameters (e.g., 65% debt-to-assets ratio threshold) would be exceeded; • a termination or renegotiation of credit facilities or mandatory early repayment of outstanding amounts, as well as impaired trust between the Group and investors and/or between the Group and financial institutions, in case of (imminent) non compliance with contractual covenants (e.g., 60% debt-to-assets ratio threshold, negative pledge covenant, interest cover ratio covenant); • a withdrawal or downgrade of the BBB investment |
• Aedifica's consolidated debt-to-assets ratio amounts to 39.7% as at 31 December 2023 (31 December 2022: 43.6%). The table below sets out the Group's additional consolidated debt capacity assuming a debt-to-assets-ratio of 65% (maximum debt-to-assets ratio permitted for Belgian RRECs), 60% (maximum debt-to-assets ratio given Aedifica's existing bank commitments) and 45% (maximum debt-to-assets ratio based on Aedifica's financial policy). The additional consolidated debt capacity is expressed in constant assets (that is, excluding growth in the real estate portfolio), in variable assets (that is, taking into account growth in the real estate portfolio) and as the decrease in the fair value of investment properties that the current balance sheet structure can absorb. |
• Aedifica monitors and publishes the debt-to-assets ratio on a quarterly basis and its evolution is projected during the approval process of each major investment decision. • Aedifica monitors the evolution of the fair value of assets on a quarterly basis. • Aedifica monitors its financial covenants. • Aedifica diversifies its sources of financing (see Note 32 – Borrowings in the Consolidated Financial Statements). Debt-to-assets ratio |
• Debt-to-assets ratio. • Evolution of the fair value of assets. • Evolution of outstanding financial debt. |
||||
| grade rating by S&P Global (e.g., long-term non sustainability of the 50% debt-to-assets ratio threshold). |
Additional consolidated debt capacity | ||||||
| Additionally, some or all these defaults could allow creditors (i) to seek early repayment of such debts as |
45% | 60% | 65% | ||||
| well as other debts that are subject to cross default | In constant assets (in € million) | 325 | 1,240 | 1,545 | |||
| or cross acceleration provisions, (ii) to declare all loans outstanding due and payable and/or (iii) to |
In variable assets (in € million) | 590 | 3,100 | 4,415 | |||
| cancel undrawn commitments. Ultimately, this would lead to reduced liquidity (see also risk factor 1. 'Financing risk') or might require a disposal of assets to reimburse outstanding loans. |
Decrease in fair value of investment properties (in %) |
-12.5 | -35.8 | -41.2 | |||
Corporate governance statement

122 1.1 Consolidated income statement 123 1.2 Consolidated statement of comprehensive income 123 1.3 Consolidated balance sheet 125 1.4 Consolidated cash flow statement 126 1.5 Consolidated statement of changes in equity 128 1.6 Notes to the consolidated financial statements 128 Note 1 General information 128 Note 2 Acccounting policies 133 Note 3 Operating segments 136 Note 4 Net rental income 137 Note 5 Property result 137 Note 6 Property operating result 138 Note 7 Overheads 139 Note 8 Other operating income and charges 139 Note 9 Gains and losses on disposals of investment properties 139 Note 10 Gains and losses on disposals of other non-financial assets 139 Note 11 Changes in fair value of investment properties 140 Note 12 Other result on portfolio 140 Note 13 Financial income 140 Note 14 Net interest charges 141 Note 15 Other financial charges 141 Note 16 Changes in fair value of financial assets and liabilities 142 Note 17 Share in the profit or loss of associates and joint ventures
Corporate governance statement
1.1 Consolidated Income Statement
| (x €1,000) | Notes | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|---|
| I. | Rental income | 4 | 314,174 | 273,132 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | |
| III. | Rental-related charges | 4 | -1,134 | -1,589 |
| Net rental income | 313,040 | 271,543 | ||
| IV. | Recovery of property charges | 5 | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 5 | 7,193 | 3,934 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease | 5 | 0 | 0 |
| VII. | Charges and taxes not recovered by the tenant on let properties | 5 | -7,205 | -3,979 |
| VIII. | Other rental-related income and charges | 5 | -90 | 355 |
| Property result | 312,938 | 271,853 | ||
| IX. | Technical costs | 6 | -3,169 | -3,373 |
| X. | Commercial costs | 6 | -58 | -29 |
| XI. | Charges and taxes on unlet properties | 6 | -114 | -53 |
| XII. | Property management costs | 6 | -6,452 | -4,655 |
| XIII. | Other property charges | 6 | -1,424 | -1,110 |
| Property charges | -11,217 | -9,220 | ||
| Property operating result | 301,721 | 262,633 | ||
| XIV. | Overheads | 7 | -35,740 | -33,556 |
| XV. | Other operating income and charges | 8 | -171 | 597 |
| Operating result before result on portfolio | 265,810 | 229,674 | ||
| XVI. | Gains and losses on disposals of investment properties | 9 | -856 | 787 |
| XVII. | Gains and losses on disposals of other non-financial assets | 10 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 11 | -143,636 | 84,877 |
| XIX. | Other result on portfolio | 12 | -26,072 | -18,103 |
| Operating result | 95,246 | 297,235 | ||
| XX. | Financial income | 13 | 3,006 | 1,606 |
| XXI. | Net interest charges | 14 | -45,004 | -30,651 |
| XXII. | Other financial charges | 15 | -5,181 | -7,194 |
| XXIII. | Changes in fair value of financial assets and liabilities | 16 | -50,878 | 123,242 |
| Net finance costs | -98,057 | 87,003 | ||
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method | 17 | -256 | 2,168 |
| Profit before tax (loss) | -3,067 | 386,406 | ||
| XXV. | Corporate tax and deferred taxes | 18 | 25,565 | -54,345 |
| XXVI. | Exit tax | 18 | 54 | -330 |
| Tax expense | 25,619 | -54,675 | ||
| Profit (loss) | 22,552 | 331,731 | ||
| Attributable to: | ||||
| Non-controlling interests | -1,983 | -47 | ||
| Owners of the parent | 24,535 | 331,778 | ||
| Basic earnings per share (€) | 19 | 0.56 | 8.71 | |
| Diluted earnings per share (€) | 19 | 0.56 | 8.71 |
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|
| I. II. |
Profit (loss) Other comprehensive income recyclable under the income statement |
22,552 | 331,731 |
| 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 ¹ |
-2,293 | 17,972 |
| D. | Currency translation differences linked to conversion of foreign activities ² |
14,242 | -38,498 |
| H. | Other comprehensive income, net of taxes ³ | -2,484 | 5,369 |
| Comprehensive income | 32,017 | 316,574 | |
| Attributable to: | |||
| Non-controlling interests | -1,983 | -47 | |
| Owners of the parent | 34,000 | 316,621 |
Corresponds to 'Changes in the effective portion of the fair value of hedging instruments (accrued interests)' as detailed in Note 33.
| ASSETS | Notes | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|---|
| (x €1,000) | ||||
| I. | Non-current assets | |||
| A. | Goodwill | 20 | 117,597 | 143,669 |
| B. | Intangible assets | 21 | 1,663 | 1,857 |
| C. | Investment properties | 22 | 5,790,357 | 5,619,701 |
| D. | Other tangible assets | 23 | 2,184 | 2,573 |
| E. | Non-current financial assets | 24 & 33 | 98,665 | 132,322 |
| F. | Finance lease receivables | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 0 | 0 | |
| H. | Deferred tax assets | 25 | 3,023 | 4,662 |
| I. | Equity-accounted investments | 17 | 35,985 | 40,824 |
| Total non-current assets | 6,049,474 | 5,945,608 | ||
| II. | Current assets | |||
| A. | Assets classified as held for sale | 22 | 58,158 | 84,033 |
| B. | Current financial assets | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | |
| D. | Trade receivables | 26 | 23,290 | 23,577 |
| E. | Tax receivables and other current assets | 27 | 9,384 | 10,273 |
| F. | Cash and cash equivalents | 28 | 18,253 | 13,891 |
| G. | Deferred charges and accrued income | 29 | 18,252 | 8,158 |
| Total current assets | 127,337 | 139,932 | ||
| TOTAL ASSETS | 6,176,811 | 6,085,540 |
Corporate governance statement
| EQUITY AND LIABILITIES (x €1,000) |
Notes | 31/12/2023 | 31/12/2022 | (x €1,000) | EQUITY AND LIABILITIES | Notes | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|---|---|---|---|---|---|
| EQUITY | 30 | LIABILITIES | |||||||
| I. | Issued capital and reserves attributable to owners | I. | Non-current liabilities | ||||||
| of the parent | A. | Provisions | 31 | 0 | 0 | ||||
| A. | Capital | 1,203,638 | 1,006,881 | B. | Non-current financial debts | 32 | 1,958,750 | 2,017,256 | |
| B. | Share premium account | 1,719,001 | 1,516,108 | a. Borrowings | 1,166,915 | 1,240,399 | |||
| C. | Reserves | 628,688 | 428,018 | c. Other | 791,835 | 776,857 | |||
| a. Legal reserve | 0 | 0 | C. | Other non-current financial liabilities | 24 | 90,943 | 82,232 | ||
| b. Reserve for the balance of changes in fair value of | 481,914 | 389,859 | a. Authorised hedges | 33 | 9,760 | 3,858 | |||
| investment properties | b. Other | 81,183 | 78,374 | ||||||
| d. Reserve for the balance of changes in fair value of | 4,344 | 8,945 | D. | Trade debts and other non-current debts | 251 | 375 | |||
| authorised hedging instruments qualifying for hedge | E. | Other non-current liabilities | 0 | 0 | |||||
| accounting as defined under IFRS | F. | Deferred tax liabilities | 25 | 138,658 | 164,117 | ||||
| e. Reserve for the balance of changes in fair value of | 113,177 | -11,193 | Non-current liabilities | 2,188,602 | 2,263,980 | ||||
| authorised hedging instruments not qualifying for | |||||||||
| hedge accounting as defined under IFRS | II. | Current liabilities | |||||||
| f. Reserve of exchange differences relating to foreign | -294 | -451 | A. | Provisions | 31 | 0 | 0 | ||
| currency monetary items | B. | Current financial debts | 32 | 321,549 | 435,164 | ||||
| g. Foreign currency translation reserves | 64 | -13,629 | a. Borrowings | 78,949 | 172,164 | ||||
| h. Reserve for treasury shares | -31 | -31 | c. Other | 242,600 | 263,000 | ||||
| j. Reserve for actuarial gains and losses of defined | -244 | -99 | C. | Other current financial liabilities | 24 | 2,798 | 3,487 | ||
| benefit pension plans | D. | Trade debts and other current debts | 34 | 57,177 | 66,853 | ||||
| k. Reserve for deferred taxes on investment properties | -112,367 | -71,715 | a. Exit tax | 44 | 5,990 | ||||
| located abroad | b. Other | 57,133 | 60,863 | ||||||
| m. Other reserves | -3,277 | 250 | E. | Other current liabilities | 0 | 0 | |||
| n. Result brought forward from previous years | 136,909 | 117,023 | F. | Accrued charges and deferred income | 35 | 25,784 | 26,707 | ||
| share NI & OCI of equity method invest o. Reserve- |
8,493 | 9,059 | Total current liabilities | 407,308 | 532,211 | ||||
| D. | Profit (loss) of the year | 24,535 | 331,778 | ||||||
| Equity attributable to owners of the parent | 3,575,862 | 3,282,785 | TOTAL LIABILITIES | 2,595,910 | 2,796,191 | ||||
| II. | Non-controlling interests | 5,039 | 6,564 | ||||||
| TOTAL EQUITY | 3,580,901 | 3,289,349 | TOTAL EQUITY AND LIABILITIES | 6,176,811 | 6,085,540 |
Corporate governance statement
| (x €1,000) | Notes | 31/12/2023 | 31/12/2022 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit (loss) | 24,535 | 331,778 | |
| Adjustments for non -monetary items |
186,174 | -154,231 | |
| Tax expense | -26,517 | 45,107 | |
| Amortisation, depreciation and write -downs |
3,648 | 3,486 | |
| Change in fair value of investment properties (+/ - ) |
143,636 | -84,877 | |
| Changes in fair value of the derivatives | 50,878 | -123,242 | |
| Goodwill impairment | 26,072 | 18,103 | |
| Other adjustment for non -monetary items |
-11,543 | -12,808 | |
| Gains and losses on disposals of investment properties | 856 | -787 | |
| Net finance costs | 47,179 | 36,239 | |
| Changes in working capital requirements | -20,568 | -6,293 | |
| Changes in net assets resulting from foreign exchange | -8,648 | 11,889 | |
| differences linked to the conversion of foreign operations (+/ - ) |
|||
| Net cash from operating activities | 229,528 | 218,595 | |
| CASH FLOW RESULTING FROM INVESTING ACTIVITIES | |||
| Purchase of real estate companies ¹ |
-11,315 | -151,855 | |
| Purchase of marketable investment properties and | -44,395 | -249,153 | |
| development projects | |||
| Purchase of intangible and other tangible assets | -986 | -863 | |
| Development costs | -259,763 | -308,946 | |
| Disposals of investment properties | 73,122 | 35,716 | |
| Net changes in non -current receivables |
-15,464 | -8,303 | |
| Net cash from investing activities | -258,801 | -683,404 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Capital increase, net of costs ² |
374,209 | 251,422 | |
| Dividend for previous fiscal year and interim dividend | -115,988 | -119,077 | |
| Net changes in borrowings | -172,273 | 370,793 | |
| Net changes in other non -current financial liabilities |
-582 | -179 | |
| Net financial items received (+) / paid ( - ) |
-51,731 | -39,594 | |
| Net cash from financing activities | 33,635 | 463,365 | |
| TOTAL CASH FLOW FOR THE PERIOD | |||
| Total cash flow for the period | 4,362 | -1,444 | |
| RECONCILIATION WITH BALANCE SHEET | |||
| Cash and cash equivalents at beginning of period | 13,891 | 15,335 | |
| Total cash flow for the period | 4,362 | -1,444 | |
| Cash and cash equivalents at end of period | 28 | 18,253 | 13,891 |
This amount includes €14,88 8 k for assets acquired through companies acquired in cash (see Note 22). This line also includes the working capital of those acquired real estate companies, reducing the cash flow on this line to €11,315 k.
Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.
Corporate governance statement
| (x €1,000) | 01/01/2022 | Capital increase |
Capital increase |
Acquisitions / disposals of |
Consolidated comprehensive |
Appropriation of the previous |
Other transfer relating to asset |
Transfers between |
Other and roundings |
31/12/2022 |
|---|---|---|---|---|---|---|---|---|---|---|
| in cash¹ | in kind¹ | treasury shares | income² | year's result | disposals3 | reserves | ||||
| Capital | 917,101 | 74,131 | 15,649 | 0 | 0 | 0 | 0 | 0 | 0 | 1,006,881 |
| Share premium account | 1,301,002 | 177,291 | 37,816 | 0 | 0 | 0 | 0 | 0 | -1 | 1,516,108 |
| Reserves | 281,244 | 0 | 0 | -31 | -15,157 | 163,329 | 0 | 0 | -1,367 | 428,018 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
224,214 | 0 | 0 | 0 | 0 | 165,943 | -251 | -48 | 1 | 389,859 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-12,784 | 0 | 0 | 0 | 21,760 | -31 | 0 | 0 | 0 | 8,945 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-26,872 | 0 | 0 | 0 | 0 | 15,679 | 0 | 0 | 0 | -11,193 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
72 | 0 | 0 | 0 | 0 | -523 | 0 | 0 | 0 | -451 |
| g. Foreign currency translation reserves |
24,869 | 0 | 0 | 0 | -38,498 | 0 | 0 | 0 | 0 | -13,629 |
| h. Reserve for treasury shares | 0 | 0 | 0 | -31 | 0 | 0 | 0 | 0 | 0 | -31 |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
0 | 0 | 0 | 0 | -99 | 0 | 0 | 0 | 0 | -99 |
| k. Reserve for deferred taxes on investment properties located abroad |
-24,696 | 0 | 0 | 0 | 0 | -47,019 | 0 | 0 | 0 | -71,715 |
| m. Other reserves | 3,015 | 0 | 0 | 0 | 0 | -3,015 | 251 | 0 | -1 | 250 |
| n. Result brought forward from previous years | 87,532 | 0 | 0 | 0 | 1,680 | 29,130 | 0 | 48 | -1,367 | 117,023 |
| o. Reserve- share NI & OCI of equity method invest |
5,894 | 0 | 0 | 0 | 0 | 3,165 | 0 | 0 | 0 | 9,059 |
| Profit (loss) | 281,824 | 0 | 0 | 0 | 331,778 | -281,824 | 0 | 0 | 0 | 331,778 |
| Equity attributable to owners of the parent | 2,781,171 | 251,422 | 53,465 | -31 | 316,621 | -118,495 | 0 | 0 | -1,368 | 3,282,785 |
| Non-controlling interests | 4,226 | 0 | 0 | 0 | -47 | 0 | 0 | 0 | 2,385 | 6,564 |
| TOTAL EQUITY | 2,785,397 | 251,422 | 53,465 | -31 | 316,574 | -118,495 | 0 | 0 | 1,017 | 3,289,349 |
For more details, see Note 30 of this Annual Report and section 1.2.4 'Equity' of the 'Financial Review' chapter of the 2022 Annual Report.
For more details, see the comprehensive income table on page 123.
This column shows the reserve made available through the sale of assets, detailed in section 1.1.1 'Investments, completions and disposals in 2022' of the 'Financial Review' chapter of 2022 Annual Report.
| Contents | ||
|---|---|---|
| -- | ---------- | -- |
Corporate governance statement
| (x €1,000) | 01/01/2023 | Capital increase |
Capital increase |
Acquisitions / disposals of |
Consolidated comprehensive |
Appropriation of the previous |
Other transfer relating to asset |
Transfers between |
Other and roundings |
31/12/2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| in cash¹ | in kind¹ | treasury shares | income² | year's result | disposals⁴ | reserves | ||||
| Capital | 1,006,881 | 186,845 | 9,913 | 0 | 0 | 0 | 0 | 0 | -1 | 1,203,638 |
| Share premium account | 1,516,108 | 187,364 | 15,529 | 0 | 0 | 0 | 0 | 0 | 0 | 1,719,001 |
| Reserves | 428,018 | 0 | 0 | 0 | 9,465 | 190,615 | 0 | 0 | 590 | 628,688 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
389,859 | 0 | 0 | 0 | 0 | 85,794 | 6,412 | -152 | 1 | 481,914 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
8,945 | 0 | 0 | 0 | -4,635 | 34 | 0 | 0 | 0 | 4,344 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-11,193 | 0 | 0 | 0 | 0 | 124,370 | 0 | 0 | 0 | 113,177 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-451 | 0 | 0 | 0 | 0 | 157 | 0 | 0 | 0 | -294 |
| g. Foreign currency translation reserves | -13,629 | 0 | 0 | 0 | 14,242 | 0 | 0 | -549 | 0 | 64 |
| h. Reserve for treasury shares | -31 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -31 |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
-99 | 0 | 0 | 0 | -145 | 0 | 0 | 0 | 0 | -244 |
| k. Reserve for deferred taxes on investment properties located abroad |
-71,715 | 0 | 0 | 0 | 0 | -40,651 | 0 | 0 | -1 | -112,367 |
| m. Other reserves | 250 | 0 | 0 | 0 | 0 | -251 | -3,277 | 0 | 1 | -3,277 |
| n. Result brought forward from previous years | 117,023 | 0 | 0 | 0 | 3 | 21,728 | -3,135 | 701 | 589 | 136,909 |
| o. Reserve- share NI & OCI of equity method invest |
9,059 | 0 | 0 | 0 | 0 | -566 | 0 | 0 | 0 | 8,493 |
| Profit (loss) | 331,778 | 0 | 0 | 0 | 24,535 | -331,778 | 0 | 0 | 0 | 24,535 |
| Equity attributable to owners of the parent | 3,282,785 | 374,209 | 25,442 | 0 | 34,000 | -141,163 3 | 0 | 0 | 589 | 3,575,862 |
| Non-controlling interests | 6,564 | 0 | 0 | 0 | -1,983 | 0 | 0 | 0 | 458 | 5,039 |
| TOTAL EQUITY | 3,289,349 | 374,209 | 25,442 | 0 | 32,017 | -141,163 | 0 | 0 | 1,047 | 3,580,901 |
For more details, see Note 30 and section 1.3.2 'Equity' of the 'Financial Review' chapter of this Annual Report.
For more details, see the comprehensive income table on page 123.
For more details on the pay-out of the 2022 dividend, see the corrected profit table on page 178 of this Annual Report.
This column shows the reserve made available through the sale of assets, detailed in section 1.1 'Investments and disposals in 2023' of the 'Financial Review' chapter of this Annual Report.
Corporate governance statement
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 listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Since 2020, the Company has been part of the BEL 20, Euronext Brussels' leading share index. Moreover, since 2023, Aedifica has been part of the BEL ESG, the index tracking companies that perform best on ESG criteria.
Publication of the Consolidated Financial Statements was approved by the Board of Directors on 20 February 2024. Aedifica's shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 14 May 2024.
The Consolidated Financial Statements cover the 12-month period from 1 January 2023 to 31 December 2023. They have been prepared in accordance with the International Financial Reporting Standards ('IFRS') as adopted by the European Union 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 31 December 2022. 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 euros.
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 goodwill impairment tests and determination of fair value of investment properties). 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 January 2023, but had no significant impact on the current Consolidated Financial Statements:
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 2024. These amendments, which the Group did not apply early, are as follows (situation as at 12 January 2024):
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.
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.
Corporate governance statement
An associate is an entity over which the Group has significant influence and which is neither a subsidiary, nor an interest in a joint arrangement. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but does not imply control or joint control over those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions on relevant activities require the unanimous consent of the parties sharing control.
Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The investor's share of the investee's profit or loss is recognised in the investor's profit or loss.
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 (Aedifica has only one such partnership, namely AKJV in the Netherlands).
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.
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 recognised in the Group income statement when the operation is sold.
The principal exchange rates used to translate foreign currency denominated amounts in book year 2023 are:
Business combinations are recognised 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 recognised as goodwill (an asset). In the event that this value is negative, it is recognised immediately in profit. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
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).
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.
'Investment value' is defined as the value assessed by a valuation expert, from which transfer costs have not been deducted (also known as 'gross capital 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:
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%.
Corporate governance statement
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.
If, for acquisitions such as those defined in section I.C.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'.
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:
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.
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.
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.
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.
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.
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'.
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.
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.
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.
In 2023, Aedifica created a new 'land reserve' category that includes all plots of land without committed projects.
Corporate governance statement
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:
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.
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 IFRS 9, 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.
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 the income statement. Receivables are valued at amortised cost.
When a building is acquired outside of Belgium, the Deferred Tax Assets mainly relate to unrealised losses on the difference between the fair value and the tax value of the buildings, whereby we expect that the effective tax loss (in case of a sale) can be offset with the taxable income of the entity concerned in the foreseeable future.
Participations in associates and joint ventures are the Group's participating interests in companies over which the Group has no or only joint control. Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The investor's share of the investee's profit or loss is recognised in the investor's profit or loss.
They relate to Immobe NV/SA, MMCG 2 DEVCO 2 Limited, MMCG 2 DEVCO 3 Limited and Aedifica Sonneborgh Ontwikkeling BV (associates).
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.
Receivables are measured at amortised cost. Impairment losses are recognised according to (i) the management assumption on outstanding receivables of more than 120 days and (ii) by applying the simplified expected credit loss (ECL) method in accordance with IFRS 9.
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.
A provision is recognised 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.
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, buildings used by the Group as offices and the rights of use related to plots of land – or similar leases. This value is amortised using the 'effective interest rate method'.
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).
Corporate governance statement
Debts are recognised 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.
Indemnities for early lease termination are recognised in the income statement when it is highly probable that Aedifica will collect the indemnities. To evaluate whether the fees will be collectible, Aedifica will only consider the customer's ability and intention to pay that amount when due.
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 with Aedifica being the lessor for the following reasons:
Lease incentives are recognised on a straight-line basis over the lease term, in accordance with IFRS 16.
The objective of lines XVI through XIX is to reflect in the income statement all transactions and accounting adjustments related to the value of the Company's portfolio:
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.
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 recognised at the company level, taking into account the anticipated date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement. This tax will be paid when the company is merged into the parent company with RREC status.
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 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:
Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.
Following the recommendations of IFRS 2, amounts related to the equity incentive plan are recognised in equity against the income statement in the consolidated accounts.
Corporate governance statement
In light of the divestments that were carried out in the course of the 2018/2019 financial year and Aedifica's strategic focus on healthcare real estate, it was decided to revise the segmented information of the operational results. Since the financial year that started on 1 July 2019, the classification is based on geographical criteria. This segmentation is aligned with the geographical markets in which Aedifica operates and is consistent with the Group's organisational structure and internal reporting. This approach, in line with IFRS 8, reflects the basis on which management makes key operational decisions.
The accounting policies described in Note 2 were used for the internal reporting and the segment reporting that follows.
According to IFRS 8, each group of entities falling under common control is treated as a single customer. Disclosure is mandated for revenues generated through transactions with a single customer that represents more than 10% of the company's total revenues. This requirement is applicable to:
• the 51 properties (in the segments 'Belgium', 'Netherlands' and 'Germany') rented out to legal entities controlled by the Clariane group (formerly known as the Korian group), whose rents represent 10% of the Company's total 2023 rental income (11% in the prior financial year).
Rents mentioned here represent the turnover realised by the Company over the course of the financial year accounted for in accordance with IFRS standards. This differs from the contractual rent, which represents the yearly rent as mentioned in the contract and does not take into consideration the straight-lining of lease incentives.
Corporate governance statement
| 31/12/2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non | TOTAL | |
| (x €1,000) | allocated | |||||||||
| SEGMENT RESULT | ||||||||||
| I. Rental income |
73,250 | 61,160 | 38,203 | 64,793 | 54,269 | 4,226 | 18,006 | 267 | - | 314,174 |
| II. Writeback of lease payments sold and discounted |
- | - | - | - | - | - | - | - | - | - |
| III. Rental-related charges |
-550 | -191 | -17 | -354 | -22 | - | - | - | - | -1,134 |
| Net rental income | 72,700 | 60,969 | 38,186 | 64,439 | 54,247 | 4,226 | 18,006 | 267 | - | 313,040 |
| IV. Recovery of property charges V. Recovery of rental charges and taxes normally paid by tenants on let properties |
- 295 |
- 2,975 |
- 1,073 |
- 674 |
- 1,769 |
- 102 |
- 305 |
- - |
- - |
- 7,193 |
| VI. Costs payable by the tenant and borne by the landlord on rental damage and repair |
- | - | - | - | - | - | - | - | - | - |
| at end of lease | ||||||||||
| VII. Charges and taxes not recovered by the tenant on let properties |
-299 | -2,985 | -1,031 | -678 | -1,807 | -100 | -305 | - | - | -7,205 |
| VIII. Other rental-related income and charges |
-5 | -4 | -80 | -1 | 40 | -41 | 1 | - | - | -90 |
| Property result | 72,691 | 60,955 | 38,148 | 64,434 | 54,249 | 4,187 | 18,007 | 267 | - | 312,938 |
| IX. Technical costs |
-375 | -936 | -733 | -226 | -589 | -286 | -24 | - | - | -3,169 |
| X. Commercial costs |
- | - | -58 | - | - | - | - | - | - | -58 |
| XI. Charges and taxes on unlet properties |
-1 | -5 | -23 | -3 | -82 | - | - | - | - | -114 |
| XII. Property management costs |
-809 | -1,555 | -1,215 | -2,447 | -4 | -117 | -226 | -79 | - | -6,452 |
| XIII. Other property charges |
-199 | -2 | -326 | - | -897 | - | - | - | - | -1,424 |
| Property charges | -1,384 | -2,498 | -2,355 | -2,676 | -1,572 | -403 | -250 | -79 | - | -11,217 |
| Property operating result | 71,307 | 58,457 | 35,793 | 61,758 | 52,677 | 3,784 | 17,757 | 188 | - | 301,721 |
| XIV. Overheads |
- | - | - | - | - | - | - | - | -35,740 | -35,740 |
| XV. Other operating income and charges OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
- 71,307 |
- 58,457 |
- 35,793 |
- 61,758 |
- 52,677 |
- 3,784 |
- 17,757 |
- 188 |
-171 -35,911 |
-171 265,810 |
| SEGMENT ASSETS | ||||||||||
| Marketable investment properties | 1,224,306 | 1,145,874 | 651,180 | 1,010,674 | 1,027,080 | 74,788 | 393,084 | 2,578 | - | 5,529,564 |
| Development projects | 5,285 | 29,016 | 6,450 | 16,476 | 69,890 | 15,035 | 19,601 | 7,197 | - | 168,950 |
| Right of use of plots of land | - | 3,385 | - | - | 69,787 | - | - | - | - | 73,172 |
| Land reserve | 3,358 | 8,790 | 1,880 | - | 430 | 592 | 1,120 | 2,500 | - | 18,671 |
| Investment properties | 5,790,357 | |||||||||
| Assets classified as held for sale | 11,612 | 11,420 | - | 35,126 | - | - | - | - | - | 58,158 |
| Other assets ¹ | 35,491 | - | 494 | - | 117,597 | - | - | - | 174,714 | 328,296 |
| Total assets | 6,176,811 | |||||||||
| Equity | ||||||||||
| Equity attributable to owners of the parent | - | - | - | - | - | - | - | - | 3,575,862 | 3,575,862 |
| Non-controlling interests | - | - | - | - | - | - | - | - | 5,039 | 5,039 |
| Liabilities | - | - | - | - | - | - | - | - | 2,595,910 | 2,595,910 |
| Total equity and liabilities | 6,176,811 | |||||||||
| GROSS YIELD IN FAIR VALUE ² | 5.7% | 5.4% | 6.2% | 6.4% | 5.8% | 6.1% | 5.6% | - | - | 5.8% |
The figures in Belgium and the Netherlands relate to investments accounted for using the equity method (see Note 17 for more details) and the figure in Finland relates to goodwill (see Note 20 for more details). The 'Non-allocated' section includes all other lines of the assets.
The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale.
Corporate governance statement
| 31/12/2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non | TOTAL | ||
| (x €1,000) | allocated | ||||||||||
| SEGMENT RESULT | |||||||||||
| I. | Rental income | 67,432 | 56,738 | 33,571 | 57,472 | 44,725 | 3,917 | 9,245 | 32 | - | 273,132 |
| II. | Writeback of lease payments sold and discounted | - | - | - | - | - | - | - | - | - | - |
| III. | Rental-related charges | -352 | -369 | -687 | -148 | -30 | -3 | - | - | - | -1,589 |
| Net rental income | 67,080 | 56,369 | 32,884 | 57,324 | 44,695 | 3,914 | 9,245 | 32 | - | 271,543 | |
| IV. | Recovery of property charges | - | - | - | - | - | - | - | - | - | - |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 229 | 2,397 | 679 | 420 | - | 27 | 182 | - | - | 3,934 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
- | - | - | - | - | - | - | - | - | - |
| VII. | Charges and taxes not recovered by the tenant on let properties | -250 | -2,425 | -675 | -420 | - | -27 | -182 | - | - | -3,979 |
| VIII. | Other rental-related income and charges | 33 | -46 | 40 | -6 | 485 | -151 | - | - | - | 355 |
| Property result | 67,092 | 56,295 | 32,928 | 57,318 | 45,180 | 3,763 | 9,245 | 32 | - | 271,853 | |
| IX. | Technical costs | -97 | -184 | -855 | -159 | -1,673 | -328 | -77 | - | - | -3,373 |
| X. | Commercial costs | - | - | -29 | - | - | - | - | - | - | -29 |
| XI. | Charges and taxes on unlet properties | -4 | -1 | - | -8 | -40 | - | - | - | - | -53 |
| XII. | Property management costs | -543 | -1,367 | -893 | -1,791 | - | - | -61 | - | - | -4,655 |
| XIII. | Other property charges | 0 | 2 | -268 | -1 | -843 | - | - | - | - | -1,110 |
| Property charges | -644 | -1,550 | -2,045 | -1,959 | -2,556 | -328 | -138 | - | - | -9,220 | |
| Property operating result | 66,448 | 54,745 | 30,883 | 55,359 | 42,624 | 3,435 | 9,107 | 32 | - | 262,633 | |
| XIV. | Overheads | - | - | - | - | - | - | - | - | -33,556 | -33,556 |
| XV. | Other operating income and charges | - | - | - | - | - | - | - | - | 597 | 597 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO | 66,448 | 54,745 | 30,883 | 55,359 | 42,624 | 3,435 | 9,107 | 32 | -32,959 | 229,674 | |
| SEGMENT ASSETS | |||||||||||
| Marketable investment properties | 1,287,193 | 1,159,206 | 640,102 | 926,264 | 984,800 | 76,880 | 289,126 | 1,500 | - | 5,365,071 | |
| Development projects | 3,548 | 34,631 | 14,838 | 34,347 | 31,777 | 2,130 | 59,544 | 3,480 | - | 184,295 | |
| Right of use of plots of land | - | 3,241 | - | - | 67,094 | - | - | - | - | 70,335 | |
| Investment properties | 5,619,701 | ||||||||||
| Assets classified as held for sale | 12,197 | 38,360 | - | 33,476 | - | - | - | - | - | 84,033 | |
| Other assets ¹ | 40,390 | - | 493 | -59 | 143,669 | - | - | - | 197,313 | 381,806 | |
| Total assets | 6,085,540 | ||||||||||
| Equity | |||||||||||
| Equity attributable to owners of the parent | - | - | - | - | - | - | - | - | 3,282,785 | 3,282,785 | |
| Non-controlling interests | - | - | - | - | - | - | - | - | 6,564 | 6,564 | |
| Liabilities | - | - | - | - | - | - | - | - | 2,796,191 | 2,796,191 | |
| Total equity and liabilities | 6,085,540 | ||||||||||
| GROSS YIELD IN FAIR VALUE ² | 5.5% | 5.1% | 5.6% | 6.4% | 5.3% | 5.0% | 5.3% | - | - | 5.5% |
The figures in Belgium, the Netherlands and the United Kingdom relate to investments accounted for using the equity method (see Note 17 for more details) and the figure in Finland relates to goodwill (see Note 20 for more details). The 'Non-allocated' section includes all other lines of the assets.
The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Rents earned | 313,597 | 273,104 |
| Guaranteed income | 0 | 0 |
| Cost of rent free periods | 0 | 0 |
| Indemnities for early termination of rental contracts | 577 | 28 |
| RENTAL INCOME | 314,174 | 273,132 |
| Rents payable as lessee | 0 | -2 |
| Write-downs on trade receivables | -362 | -1,518 |
| Write-off on trade receivables | -772 | -69 |
| RENTAL-RELATED CHARGES | -1,134 | -1,589 |
| NET RENTAL INCOME | 313,040 | 271,543 |
The Group leases its buildings exclusively through operating leases.
Although the lease terms are generally long, the leases are not classified as financial leases due to the following reasons:
For these three reasons, the leases are classified as operating leases. From these operating leases, more than 99% are income related to fixed lease payments.
The increase in earned rents compared to the previous period is attributed to the growth of the portfolio during the 2023 financial year and annual indexation.
The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IFRS 16.97 is based on the following assumptions, which are conservative:
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follows:
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Not later than one year | 324,277 | 303,079 |
| Between one and two years | 323,945 | 302,301 |
| Between two and three years | 323,795 | 301,602 |
| Between three and four years | 323,795 | 301,442 |
| Between four and five years | 322,266 | 301,442 |
| Later than five years | 4,631,577 | 4,505,080 |
| TOTAL | 6,249,654 | 6,014,946 |
Rental income includes variable rents amounting to €1,187 k in 2023 (31 December 2022: €366 k).
The write-down/write-off of rental income is mainly explained by the difficult economic environment in which operators had to face increasing energy and labor costs (€1.1 million in 2023 and €1.6 million in 2022).
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| NET RENTAL INCOME | 313,040 | 271,543 |
| Indemnities on rental damage | 0 | 0 |
| RECOVERY OF PROPERTY CHARGES | 0 | 0 |
| Rebilling of rental charges invoiced to the landlord | 1,530 | 566 |
| Rebilling of property taxes and other taxes on let properties | 5,663 | 3,368 |
| RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY | 7,193 | 3,934 |
| TENANTS ON LET PROPERTIES | ||
| COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD | 0 | 0 |
| ON RENTAL DAMAGE AND REPAIR AT END OF LEASE | ||
| Rental charges invoiced to the landlord | -1,475 | -572 |
| Property taxes and other taxes on let properties | -5,730 | -3,407 |
| CHARGES AND TAXES NOT RECOVERED BY THE TENANT ON LET | -7,205 | -3,979 |
| PROPERTIES | ||
| Cleaning | -133 | -79 |
| Energy | -1,418 | -583 |
| Depreciation of furniture | 0 | 0 |
| Other | 1,461 | 1,017 |
| OTHER RENTAL-RELATED INCOME AND CHARGES | -90 | 355 |
| PROPERTY RESULT | 312,938 | 271,853 |
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| PROPERTY RESULT | 312,938 | 271,853 |
| Repair and maintenance | -1,655 | -2,609 |
| Insurance | -459 | -156 |
| Employee benefits | 42 | 41 |
| Expert fees | -1,097 | -649 |
| TECHNICAL COSTS | -3,169 | -3,373 |
| Letting fees paid to real estate brokers | 0 | 0 |
| Marketing | 0 | 0 |
| Fees paid to lawyers and other legal costs | 0 | 0 |
| Other | -58 | -29 |
| COMMERCIAL COSTS | -58 | -29 |
| Charges | -114 | -53 |
| CHARGES AND TAXES ON UNLET PROPERTIES | -114 | -53 |
| Fees paid to external property managers | -257 | -25 |
| Internal property management expenses | -6,195 | -4,630 |
| PROPERTY MANAGEMENT COSTS | -6,452 | -4,655 |
| Property taxes and other taxes | -1,424 | -1,110 |
| OTHER PROPERTY CHARGES | -1,424 | -1,110 |
| PROPERTY OPERATING RESULT | 301,721 | 262,633 |
The increase in internal property management expenses is a result of the overall growth of the Company.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Lawyers/notaries | -1,889 | -1,195 |
| Auditors/accountants | -953 | -677 |
| Real estate experts | -1,917 | -1,675 |
| IT | -1,710 | -1,523 |
| Insurance | -787 | -149 |
| Public relations, communication, marketing, publicity | -720 | -1,026 |
| Directors and executive management | -4,421 | -4,687 |
| Employee benefits | -11,455 | -11,322 |
| Depreciation and amortisation of other assets | -2,180 | -1,868 |
| Tax expense | -1,451 | -2,053 |
| Tax consulting | -2,758 | -1,295 |
| Headhunter and recruitment costs | -290 | -734 |
| Travel and representation | -563 | -588 |
| Other | -4,646 | -4,764 |
| Financial services | -617 | -624 |
| Fleet | -561 | -446 |
| Office charges payable as lessee ¹ | -727 | -735 |
| Communication equipment/subscriptions ¹ | -176 | -174 |
| Training ¹ | -356 | -179 |
| Office supplies | -250 | -335 |
| Other professional fees | -2,391 | -2,229 |
| Other | 432 | -42 |
| TOTAL | -35,740 | -33,556 |
The increase in tax consulting costs is mainly due to the costs incurred for the transfer of the UK entities to the UK REIT regime.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Statutory audit (Aedifica NV/SA) | 129 | 131 |
| Statutory audit (subsidiaries) | 639 | 295 |
| Opinion reports foreseen in the Belgian Companies and Associations Code | 64 | 14 |
| Other opinion reports (comfort letter, etc.) | 2 | 8 |
| Tax advice missions | 0 | 0 |
| Other missions unconnected with the statutory audit | 14 | 0 |
| TOTAL | 848 | 448 |
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Short-term benefits | 4,150 | 4,351 |
| Post-employment benefits | 271 | 261 |
| Other long-term benefits | 0 | 0 |
| Termination benfits | 0 | 0 |
| Share-based payments | 0 | 75 |
| TOTAL | 4,421 | 4,687 |
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 (€4,421 k in 2023; €4,687 k in 2022).
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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Technical costs (see Note 6) | 42 | 41 |
| Overheads (see Note 7) | -11.455 | -11.322 |
| Property management costs (see Note 6) | -6.195 | -4.630 |
| Capitalised costs | -566 | -422 |
| TOTAL | -18.174 | -16.333 |
Headcount at the end of the financial year and full-time equivalents (excluding Executive Directors):
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Headcount at the year-end | 127 | 126 |
| Employees | 122 | 121 |
| Executive management personnel | 5 | 5 |
| FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT | 120.0 | 109.3 |
| PERSONNEL) DURING THE YEAR |
The increase in employees reflects the Group's international growth.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Recovery of damage expenses | 262 | 133 |
| Other | -433 | 464 |
| TOTAL | -171 | 597 |
| 'Other' is mainly related to the (non-)recovery of VAT (-€328 k in 2023; |
€467 k in 2022). |
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Net sale of properties (selling price - transaction costs) | 73,091 | 35,890 |
| Carrying amount of properties sold (fair value of assets sold) | 73,947 | 35,103 |
| TOTAL | -856 | 787 |
The main disposals of the financial year are detailed in Note 38.
The net sale of properties includes compensation received from tenants for the loss of fair value related to the sale of assets, due to the early termination of the lease.
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.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Belgium | -27,229 | 18,220 |
| Germany | -75,259 | 39,054 |
| Netherlands | -24,093 | 14,873 |
| United Kingdom | 20,854 | -2,029 |
| Finland | -12,108 | 34,609 |
| Sweden | -6,834 | -279 |
| Ireland | -18,465 | -19,383 |
| Spain | -502 | -188 |
| TOTAL | -143,636 | 84,877 |
| Of which: | ||
| Marketable investment properties | -124,135 | 81,851 |
| Development projects | -14,244 | 4,258 |
| Right of use of plots of land | -1,367 | -1,232 |
| Land reserve | -3,890 | - |
In 2023, the most significant changes are registered in Germany, Belgium, the Netherlands and the United Kingdom. These changes are explained as follows:
For more details, see section 1.3 'Market trends' of the 'Portfolio' chapter.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Goodwill impairment | -26,072 | -18,103 |
| Other | 0 | 0 |
| TOTAL | -26,072 | -18,103 |
During the financial year under review, the Group recognised a goodwill impairment related to the acquisition of Hoivatilat Oyj (see Note 20 for more information).
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Reinvoiced interests | 2,181 | 1,183 |
| Other | 825 | 423 |
| TOTAL | 3,006 | 1,606 |
The financial income of 2023 mainly includes €1.2 million of reinvoiced interests (€1.3 million in 2022) and €0.9 million of earned interest on loans granted to associated companies (€0.2 million in 2022). Realised and unrealised foreign exchange differences amount to €0.4 million in 2023 (€0.2 million in 2022).
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Nominal interest on borrowings | -76,824 | -27,617 |
| Bilateral loans - floating rate | -55,060 | -14,597 |
| Short-term treasury Notes - floating rate | -7,892 | -841 |
| Investment credits - floating or fixed rate | -3,338 | -1,628 |
| Long-term treasury Notes - fixed rate | -1,394 | -1,395 |
| Bond - Fixed rate | -3,747 | -3,750 |
| Private placement - fixed rate | -5,393 | -5,406 |
| Charges arising from authorised hedging instruments | ||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-2,126 | -4,121 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-16,965 | -5,763 |
| Subtotal | -19,091 | -9,884 |
| Income arising from authorised hedging instruments | ||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
7,528 | 1,071 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
39,188 | 3,259 |
| Subtotal | 46,716 | 4,330 |
| Capitalised interest charges | 5,716 | 3,966 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | -1,393 | -951 |
| Other interest charges | -128 | -495 |
| TOTAL | -45,004 | -30,651 |
In 2023, the high increase in interest on borrowings was partly offset by the increase in income from authorised hedging instruments and capitalised interest charges.
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.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Bank charges and other commissions | -5,069 | -4,819 |
| Other | -112 | -2,375 |
| TOTAL | -5,181 | -7,194 |
The item 'Bank charges and other commissions' includes €3,514 k of commitment fees (2022: €3,437 k). The item 'Other' includes -€1 k of realised and unrealised foreign exchange differences (2022: -€2,222 k).
Note 16: Changes in fair value of financial assets and liabilities
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
0 | 34 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-50,548 | 124,252 |
| Subtotal | -50,548 | 124,286 |
| Other | -330 | -1,044 |
| TOTAL | -50,878 | 123,242 |
The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).
Corporate governance statement
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:
Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method.
On 7 July 2022, Aedifica created Sonneborgh Ontwikkeling BV for the acquisition of a real estate company that owns a plot of land in the Netherlands. The purpose of Aedifica Sonneborgh Ontwikkeling BV is to obtain building permits and construct a care home. Upon completion, the building will be transferred to Aedifica Sonneborgh Real Estate BV, another company controlled by Aedifica.
On 1 April 2022 and 9 September 2022, Aedifica UK Ltd acquired a 25% stake in 2 British real estate companies that own plots of land (MMCG 2 Devco 2 Ltd and MMCG 2 Devco 3 Ltd, respectively). The value of the shares acquired amounts to £268 for each company. The remaining shares are held by Maria Mallaband Care Group, which is developing a care home on each of the plots. Upon completion of the buildings in 2024, Aedifica UK Ltd will acquire full ownership of the completed properties by taking control of the remaining shares in the companies. The completed properties will be leased to MMCG (2) Ltd which will operate the care homes (see press releases of 1 April 2022 and 9 September 2022 for more information).
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Carrying amount at the beginning of the year | 40,824 | 40,522 |
| Acquisition of shares of associates and joint ventures accounted for using the equity method |
25 | 504 |
| Disposal of shares of a subsidiary resulting in their equity method accounting (formerly under full consolidation) |
0 | 0 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method |
-256 | 2,168 |
| Impact of dividends received on equity | -1,115 | -2,372 |
| Distribution of share premium | -3,492 | 0 |
| Other | -1 | 2 |
| Carrying amount at the end of the year | 35,985 | 40,824 |
| Company | Immobe NV/SA | MMCG 2 DEVCO 2 Ltd | MMCG 2 DEVCO 3 Ltd | Aedifica Sonneborgh Ontwikkeling BV |
|---|---|---|---|---|
| Segment | Apartment buildings | Healthcare real estate | Healthcare real estate | Healthcare real estate |
| Country | Belgium | United Kingdom | United Kingdom | Netherlands |
| % held by the Group | 24.97% | 25.09% | 25.09% | 50.00% |
| Partner shareholders | Primonial European Residential Holdco Sarl |
Miscellaneous | Miscellaneous | Sonneborgh Ontwikkeling BV |
| Date of company creation | June 2018 | June 2021 | June 2021 | October 2015 |
| Amount of the Group share in the result (x1.000 €) |
31/12/2023 | 31/12/2023 | 31/12/2023 | 31/12/2023 |
| Net result (100%) | -1,169 | 169 | 73 | -49 |
| Other elements of the global result | 0 | 0 | 0 | 0 |
| Global result | -1,169 | 169 | 73 | -49 |
| % held by the Group | 24.97% | 25.09% | 25.09% | 50.00% |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method |
-292 | 42 | 18 | -25 |
| Amount of the interest at the Group (x 1.000€) |
||||
| Equity-accounted investments | 35,491 | 0 | 0 | 494 |
Strategy & value creation
Corporate governance statement
| (x €1,000) | 31/12/2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | TOTAL | |
| Corporate tax | -445 | -2,417 | 8,417 | -3,074 | -114 | -68 | -994 | 0 | 1,305 |
| Exit tax | 54 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 54 |
| Deferred taxes | 0 | 5,773 | 19,788 | -2,438 | 952 | 729 | -375 | -169 | 24,260 |
| TOTAL TAX | -391 | 3,356 | 28,205 | -5,512 | 838 | 661 | -1,369 | -169 | 25,619 |
| (x €1,000) | 31/12/2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | TOTAL | |
| Corporate tax | -130 | -3,038 | -4,468 | -4,156 | -81 | -45 | -52 | 0 | -11,970 |
| Exit tax | -330 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -330 |
| Deferred taxes | 0 | -12,307 | -7,611 | -8,758 | -11,519 | -1,383 | -781 | -16 | -42,375 |
| TOTAL TAX | -460 | -15,345 | -12,079 | -12,914 | -11,600 | -1,428 | -833 | -16 | -54,675 |
Current taxes consist primarily of tax generated abroad, tax on the result of consolidated subsidiaries and, to a lesser extent, 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.).
In September 2022, the Dutch government announced its intention to exclude direct investments in real estate from the Fiscal Investment Institutions (Fiscale Beleggingsinstellingen, 'FBI') regime as from 1 January 2024. The entry into force of this measure was postponed to 1 January 2025. Although Aedifica believed it met the conditions for claiming the FBI regime and submitted applications to the Dutch tax authorities to that effect, the Group opted as a matter of prudence for a common law tax burden on the results of its Dutch subsidiaries from the start of its operations in the Netherlands in 2016. Every year, the Group claimed the application of this regime for its subsidiaries operating in the Netherlands. At the end of 2022, the Group finally received confirmation that the FBI requirements were met for the past fiscal years. Aedifica decided to reverse the accrued tax provisions of previous years in the income statement upon receipt of the final corporate tax assessment. During the first half of 2023, final corporate tax assessments and refunds for the period from 2016 to 2021 amounting to approx. €9.0 million were received and recognised in the income statement. The final corporate tax assessment for 2022 was received early 2024. The accrued tax provisions for 2022 amount to approx. €4.2 million. For the year 2023, no provision for corporate income tax has been made in the Dutch subsidiaries. No provisions will be made for 2024 either.
Deferred taxes generally 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).
As revenue threshold requirements (as detailed in IAS 12 – 'OECD pillar two model rules') are not met, the Group is exempt to apply the Pillar two model rules on deferred tax assets and liabilities.
The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:
| 31/12/2023 | 31/12/2022 | |
|---|---|---|
| Profit (loss) (Owners of the parent) (x €1,000) | 24,535 | 331,778 |
| Weighted average number of shares outstanding during the period | 43,706,129 | 38,113,384 |
| Basic EPS (in €) | 0.56 | 8.71 |
| Diluted EPS (in €) | 0.56 | 8.71 |
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).
It is calculated as follows:
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Profit (loss) (Owners of the parent) | 24,535 | 331,778 |
| Changes in fair value of investment properties (see Note 11) | 143,636 | -84,877 |
| Gain and losses on disposal of investment properties (see Note 9) | 856 | -787 |
| Deferred taxes in respect of EPRA adjustments (see Notes 18 and 25) | -24,314 | 42,705 |
| Tax on profits or losses on disposals (see Notes 9 and 18) | 0 | 0 |
| Changes in fair value of financial assets and liabilities (see Note 16) | 50,878 | -123,242 |
| Goodwill impairment (see Note 12) | 26,072 | 18,103 |
| Share in the profit or loss of associates and joint ventures accounted for | 574 | -1,806 |
| using the equity method in respect of EPRA corrections | ||
| Non-controlling interests in respect of the above | -2,658 | -488 |
| Roundings | 0 | 0 |
| EPRA Earnings* | 219,579 | 181,386 |
| Weighted average number of shares outstanding during the period | 43,706,129 | 38,113,384 |
| EPRA Earnings* per share (in €) | 5.02 | 4.76 |
| EPRA Earnings* diluted per Share (in €) | 5.02 | 4.76 |
The calculation in accordance with the model recommended by EPRA is included on page 181 of this Annual Report.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Gross value at the beginning of the year | 165,204 | 165,678 |
| Cumulative impairment losses at the beginning of the year | -21,535 | -3,952 |
| Carrying amount at the beginning of the year | 143,669 | 161,726 |
| Gross value – Additions / transfer | 0 | 45 |
| Gross value – Disposals | 0 | -335 |
| Gross value – Increase / decrease due to foreign exchange rate | 80 | -184 |
| Impairment losses – Additions | -26,072 | -18,101 |
| Impairment losses – Disposals | 0 | 335 |
| Impairment losses – Increase / decrease due to foreign exchange rate | -80 | 184 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 117,597 | 143,669 |
| of which: gross value | 165,284 | 165,204 |
| cumulative impairment losses | -47,687 | -21,535 |
In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the carrying amount of goodwill.
The gross value of goodwill resulting from the acquisition of Hoivatilat Oyj in 2020 remains unchanged (€161,726 k). 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 assets acquired.
When the Aedifica Group acquired Hoivatilat Oyj, the company already had a complete and operational development team. The goodwill paid by the Aedifica Group is a recognition of the capabilities, know-how and local connections that enable Hoivatilat Oyj to achieve the expected development goals. Since the acquisition in January 2020, the company has successfully achieved these development goals and remains on track with management expectations.
The addition of goodwill in 2021 (€3,617 k, corresponding to £3,043 k on the books of Aedifica UK Limited, the buyer) arose from the acquisition of Aedifica UK Management Limited (formerly Layland Walker Limited), which is the asset management company of the UK subsidiaries. It results from the positive difference between the acquisition cost (the price paid for the shares of Aedifica UK Management Limited) and the fair value of the net assets acquired. In 2022, a price adjustment arose from the application of the normal share purchase agreement mechanism, resulting in an addition of €44 k (corresponding to £40 k on the books of Aedifica UK Limited). The change in the foreign exchange rate between euro and British pound sterling compared to 31 December 2022 also resulted in an increase in both gross value and cumulative impairment losses of €80 k.
On 31 December 2023, the goodwill of the Hoivatilat Oyj acquisition was subject to an impairment test by comparing the carrying value of the cash generating units to which goodwill is allocated with the recoverable amount of those Cash Generating Units (CGU). CGU's to which goodwill is allocated are the existing investment properties of Hoivatilat in Finland, together with the future development activities in Finland enabled by Hoivatilat's internal development team and aligned with the development objectives set as from acquisition.
In determining the recoverable amount of a cash-generating unit, management uses estimates. The methods used to calculate the recoverable amount include methods based on discounted cash flows and methods based on market prices. Discounted cash flow valuations refer to projections based on financial plans approved by management, which are also used for internal purposes. The chosen planning horizon reflects the assumptions for short- to medium-term market developments and is taken into account for the calculation of the perpetual annuity. The terminal value is reached at the end of the planning horizon, taking into account the achievement of the development pipeline.
On 31 December 2023, the recoverable amount is the estimated fair value less cost of disposal of the Hoivatilat shares. The fair value less costs of disposal is determined by the Group using the expected future net cash flows covering the next four years based on the rents of the underlying investment properties and development projects (as per the tenants' lease agreements), the expenses to maintain and manage the property portfolio, and the value of development activities. Cash flows beyond the first 4 planning years are extrapolated using an appropriate terminal growth rate. This valuation represents a level 3 fair value measurement. The key assumptions in determining fair value less disposal costs are the completion of the development pipeline over the next four years, the indexation rate (which also directly affects the terminal growth rate) and the discount rate. They are mainly derived from internal sources and are based on past experience and extended by current internal expectations, and underlined by external market data and estimates. Any future changes in the above assumptions could have a significant impact on the fair values of the cash-generating units.
Management's approach in the calculation of the fair value less cost of disposal of Hoivatilat:
Corporate governance statement
The assumptions used in our valuation model for the execution of development activities and maintenance expenses take into account the current sustainability requirements applicable to this type of assets in Finland. Climate change brings several challenges that may negatively impact the future value of assets (see risk factor 5. 'Climate change' on page 117).
On 31 December 2022, the carrying value amounted to €1,152,889 k and the recoverable amount was €1,134,832 k.
On 31 December 2023, the carrying value amounted to €1,213,634 k and the recoverable amount was €1,187,562 k. The negative difference of €26.072 k was recognised as impairment in the Consolidated Income Statement.
The estimated recoverable amount is negatively impacted by the discount rate.
| Sensitivity analysis | Change of recoverable amount (in %) |
||||
|---|---|---|---|---|---|
| 31/12/2023 | 31/12/2022 | ||||
| Change in inflation | |||||
| +1.00% | 26% | 30% | |||
| +0.50% | 12% | 14% | |||
| -0.50% | -10% | -12% | |||
| -1.00% | -19% | -22% | |||
| Change in discount rate | |||||
| +1.00% | -22% | -24% | |||
| +0.50% | -12% | -13% | |||
| -0.50% | 14% | 15% | |||
| -1.00% | 30% | 33% |
The sensitivity analysis does not consider the effect of one variable on the others, because there is no consensus on the methodology to be applied in order to quantify such impact.
Provided that Aedifica UK Management Limited will not provide asset management services outside of the Group, the recoverable amount is considered to be zero. Therefore, the goodwill was entirely amortised on 31 December 2022.
Intangible assets all have a limited useful life and consist mainly of computer software. Amortisation is recognised in income under the line 'overheads' (see Note 7).
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Gross value at the beginning of the year | 3,872 | 3,353 |
| Amortisations at the beginning of the year | -2,015 | -1,419 |
| Carrying amount at the beginning of the year | 1,857 | 1,934 |
| Entries: items acquired separately | 540 | 519 |
| Disposals | 0 | 0 |
| Amortisations to income statement | -734 | -596 |
| Amortisations related to acquisitions and disposals | 0 | 0 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 1,663 | 1,857 |
| of which: Gross value | 4,412 | 3,872 |
| Amortisations | -2,749 | -2,015 |
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Marketable investment properties | 5,529,564 | 5,365,071 |
| + Right of use of plots of land | 73,172 | 70,335 |
| + Development projects | 168,950 | 184,295 |
| + Land reserve | 18,671 | - |
| Investment properties | 5,790,357 | 5,619,701 |
| + Assets classified as held for sale | 58,158 | 84,033 |
| Investment properties including assets classified as held for sale, or real estate portfolio |
5,848,515 | 5,703,734 |
| - Development projects | -168,950 | -184,295 |
| Marketable investment properties including assets classified as held for sale*, or investment properties portfolio |
5,679,565 | 5,519,439 |
All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain.
Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €58.2 million as of 31 December 2023. They mainly relate to eight care properties in the United Kingdom, two care properties in Germany and one care property in Belgium that are considered to be non-strategic assets.
Development projects are detailed in the 'Portfolio' chapter included in the present Annual Report.
In 2023, Aedifica created a new 'land reserve' category that includes all plots of land without committed projects.
The evolution of the marketable investment properties and development projects is detailed in the following table:
| (x €1,000) | Marketable investment properties |
Development projects |
TOTAL |
|---|---|---|---|
| CARRYING AMOUNT AS OF 01/01/2022 | 4,651,161 | 151,954 | 4,803,115 |
| Acquisitions | 425,053 | 42,028 | 467,081 |
| Disposals | -34,930 | - | -34,930 |
| Capitalised interest charges | - | 3,953 | 3,953 |
| Capitalised development costs | - | 801 | 801 |
| Other capitalised expenses | 4,388 | 304,558 | 308,946 |
| Spreading of rental gratuities and concessions | 11,658 | - | 11,658 |
| Transfers due to completion | 322,639 | -322,639 | - |
| Changes in fair value (see Note 11) | 81,851 | 4,258 | 86,109 |
| Other expenses booked in the income statement | - | - | - |
| Net exchange difference on foreign operation | -48,077 | -618 | -48,695 |
| Transfers to land reserve | 0 | - | - |
| Assets classified as held for sale | -48,672 | - | -48,672 |
| CARRYING AMOUNT AS OF 31/12/2022 | 5,365,071 | 184,295 | 5,549,366 |
| CARRYING AMOUNT AS OF 01/01/2023 | 5,365,071 | 184,295 | 5,549,366 |
| Acquisitions | 54,769 | 4,513 | 59,282 |
| Disposals | -73,978 | - | -73,978 |
| Capitalised interest charges | - | 5,722 | 5,722 |
| Capitalised development costs | - | 1,043 | 1,043 |
| Other capitalised expenses | 3,106 | 257,290 | 260,396 |
| Spreading of rental gratuities and concessions | 8,865 | - | 8,865 |
| Transfers due to completion | 262,282 | -262,282 | - |
| Changes in fair value (see Note 11) | -124,135 | -14,244 | -138,379 |
| Other expenses booked in the income statement | - | - | - |
| Net exchange difference on foreign operation | 22,084 | 803 | 22,887 |
| Transfers to land reserve | -14,375 | -8,190 | -22,565 |
| Assets classified as held for sale | 25,875 | - | 25,875 |
| CARRYING AMOUNT AS OF 31/12/2023 | 5,529,564 | 168,950 | 5,698,514 |
The main impact on net exchange difference on foreign operation is generated by the Group's operations in British pound sterling and, to a lesser extent, its operations in Swedish krona. For more details on the currency valuation method applied within the Group, see Note 2.
The fair value of the marketable investment properties as of 31 December 2023 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.82% (in accordance with the valuation methodology – presented in the first bullet of section 1.12 of the Standing Documents included in the 2023 Annual Report). A positive 0.10% change in the capitalisation rate would lead to a negative change of approx. €94 million in the portfolio's fair value.
Corporate governance statement
Acquisitions made during a financial year, as detailed in the Financial Review included in the present Annual Report, can be realised in four ways:
| (x €1,000) | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|
| Marketable investment properties | |||
| Properties against cash | 41,150 | 217,511 | |
| Properties against shares | 0 | 23 | |
| Companies against cash | 13,620 | 154,078 | |
| Companies against shares | 0 | 53,442 | |
| Development projects | |||
| Properties against cash | 3,245 | 31,643 | |
| Properties against shares | 0 | 0 | |
| Companies against cash | 1,268 | 10,385 | |
| Companies against shares | 0 | 0 | |
| TOTAL | 59,282 | 467,081 |
The amount of €44,393 k included in the cash flow statement under the heading 'Purchase of Investment Properties and Development Projects' comprises the sum of the properties paid in cash.
The amount of €11,315 k included in the cash flow statement under the heading 'Purchase of Real Estate companies' comprises among other things the sum of the companies paid in cash.
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 2023 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 1.12 of the standing documents of the present Annual Report.
The remaining economic life of the asset is not formally determined, but implicitly recognised through the discount rate and the exit yield in case of DCF method or implicitly recognised through the capitalisation rate used for the activation method, including a factor for building obsolescence. In all cases, this remaining economic life is at least equal to the remaining term of the current lease. The same principle applies to the operational margin of the operators, which is implicity taken into account in the discount rate and the capitalisation rate.
For other unobservable input not included in the table on page 148, see section 1 of the 'Portfolio' chapter and 'Summary of investment properties' in the 'Additional information' chapter.
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, the size of the building, square metre per unit, etc., which explains the significant differences between the minimum and maximum amounts for these unobservable data. Moreover, these unobservable data may be linked. The capitalisation rate is determined by the valuation expert based on economic data and benchmarking and takes into account a risk premium. One of the variables that affect the risk premium is related to climate change.
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.
In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the eleven valuation experts appointed by the Company. These valuations are based on:
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.
Strategy & value creation
Corporate governance statement
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 at 31/12/2023 (x €1,000) |
Assessment method | Unobservable data ¹ |
Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 5,587,722 | |||||
| Belgium | 1,235,918 | DCF & Capitalisation | ERV / m² | 88 | 292 | 137 |
| Inflation | 2.3% | 2.4% | 2.3% | |||
| Discount rate | 5.5% | 8.0% | 6.3% | |||
| Capitalisation rate | 4.5% | 8.4% | 5.4% | |||
| Residual maturity (year) | 10 | 28 | 20 | |||
| Netherlands | 651,180 | DCF & Capitalisation | ERV / m² | 44 | 358 | 150 |
| Inflation | 2.4% | 4.1% | 2.7% | |||
| Discount rate | 4.0% | 7.8% | 6.0% | |||
| Capitalisation rate | 4.4% | 9.7% | 6.1% | |||
| Residual maturity (year) | 7 | 24 | 16 | |||
| Germany | 1,157,294 | DCF | ERV / m² | 39 | 228 | 122 |
| Inflation | 2.1% | 2.1% | 2.1% | |||
| Discount rate | 4.0% | 7.5% | 5.2% | |||
| Residual maturity (year) | 6 | 29 | 21 | |||
| United Kingdom | 1,045,800 | Capitalisation | ERV / m² | 91 | 408 | 204 |
| Capitalisation rate | 4.5% | 11.8% | 6.1% | |||
| Residual maturity (year) | 10 | 35 | 22 | |||
| Finland | 1,027,080 | DCF | ERV / m² | 134 | 336 | 224 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 6.5% | 8.3% | 6.9% | |||
| Residual maturity (year) | 0 | 30 | 12 | |||
| Sweden | 74,788 | DCF | ERV / m² | 2,089 | 3,100 | 2,784 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 7.2% | 8.1% | 7.7% | |||
| Residual maturity (year) | 3 | 17 | 12 | |||
| Ireland | 393,084 | Capitalisation | ERV / m² | 47 | 351 | 219 |
| Capitalisation rate | 4.5% | 5.4% | 4.9% | |||
| Residual maturity (year) | 18 | 25 | 23 | |||
| Spain ² | 2,578 | DCF | ERV / m² | 0 | 0 | 0 |
| DEVELOPMENT PROJECTS | 168,950 | DCF & Capitalisation | ERV / m² | 6 | 430 | 162 |
| Inflation | 2.0% | 2.1% | 1.7% | |||
| Discount rate | 4.4% | 8.7% | 5.1% | |||
| Capitalisation rate | 3.6% | 6.7% | 5.2% | |||
| Residual maturity (year) | 10 | 31 | 6 | |||
| Total | 5,756,672 |
ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the exchange rate of 31 December 2023 (0.86632 €/£ and 11.14082 €/SEK).
Spain: No unobservable data is disclosed as there are no operational marketable investment properties as at 31 December 2023.
Strategy & value creation
Corporate governance statement
| Type of asset | Fair value as at 31/12/2022 (x €1,000) |
Assessment method | Unobservable data ¹ |
Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 5,449,104 | |||||
| Belgium | 1,299,390 | DCF & Capitalisation | ERV / m² | 90 | 250 | 133 |
| Inflation | 2.3% | 2.4% | 2.3% | |||
| Discount rate | 4.9% | 8.4% | 6.1% | |||
| Capitalisation rate | 4.0% | 8.2% | 5.0% | |||
| Residual maturity (year) | 3 | 29 | 20 | |||
| Netherlands | 640,102 | DCF & Capitalisation | ERV / m² | 42 | 313 | 141 |
| Inflation | 2.0% | 3.0% | 3.0% | |||
| Discount rate | 4.5% | 8.0% | 5.9% | |||
| Capitalisation rate | 4.5% | 5.2% | 4.7% | |||
| Residual maturity (year) | 8 | 25 | 17 | |||
| Germany | 1,197,566 | DCF | ERV / m² | 32 | 210 | 118 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 3.8% | 7.4% | 5.3% | |||
| Residual maturity (year) | 1 | 30 | 22 | |||
| United Kingdom | 959,740 | Capitalisation | ERV / m² | 63 | 350 | 184 |
| Capitalisation rate | 4.1% | 14.5% | 5.5% | |||
| Residual maturity (year) | 11 | 35 | 22 | |||
| Finland | 984,800 | DCF | ERV / m² | 127 | 322 | 220 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 4.1% | 9.8% | 4.8% | |||
| Residual maturity (year) | 0 | 25 | 12 | |||
| Sweden | 76,880 | DCF | ERV / m² | 2,195 | 3,547 | 2,626 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 6.7% | 7.2% | 7.0% | |||
| Residual maturity (year) | 1 | 18 | 12 | |||
| Ireland | 289,126 | Capitalisation | ERV / m² | 47 | 351 | 239 |
| Capitalisation rate | 4.5% | 5.0% | 4.9% | |||
| Residual maturity (year) | 19 | 25 | 24 | |||
| Spain ² | 1,500 | DCF | ERV / m² | 0 | 0 | 0 |
| DEVELOPMENT PROJECTS | 184,295 | DCF & Capitalisation | ERV / m² | 8 | 275 | 143 |
| Inflation | 1.4% | 3.0% | 1.5% | |||
| Discount rate | 3.3% | 8.0% | 2.6% | |||
| Capitalisation rate | 4.3% | 7.6% | 4.8% | |||
| Residual maturity (year) | 12 | 30 | 12 | |||
| Total | 5,633,399 |
ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the exchange rate of 31 December 2022 (0.88617 €/£ and 11.17069 €/SEK).
Spain: No unobservable data is disclosed as there are no operational marketable investment properties as at 31 December 2022.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Gross value at beginning of the period | 6,652 | 5,513 |
| Depreciation at beginning of period | -4,079 | -3,144 |
| Carrying amount at beginning of period | 2,573 | 2,369 |
| Additions | 1,191 | 1,519 |
| Disposals | -137 | -379 |
| Depreciations to income statement | -1,518 | -1,272 |
| Depreciations related to acquisitions and disposals | 74 | 337 |
| CARRYING AMOUNT AT END OF PERIOD | 2,184 | 2,573 |
| of which: Gross value (excl. IFRS 16) | 2,790 | 2,679 |
| Right of use assets (in accordance with IFRS 16) | 4,917 | 3,973 |
| Depreciations (excl. IFRS 16) | -2,319 | -1,958 |
| Depreciations on right of use assets (in accordance with IFRS 16) | -3,203 | -2,121 |
Depreciation is recognised in income under the line 'overheads' (see Note 7).
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Receivables | ||
| Collateral | 309 | 135 |
| Other non-current receivables from associates | 24,402 | 8,900 |
| Other non-current receivables | 30 | 68 |
| 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) | 73,924 | 123,219 |
| 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 | 98,665 | 132,322 |
| Liabilities at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | -7,841 | -2,299 |
| Other | -6,218 | -6,291 |
| Total non-current financial liabilities | ||
| Hedging instruments (see Note 33) | -1,919 | -1,559 |
| Non current lease liability (in accordance with IFRS 16) | -74,965 | -72,083 |
| TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES | -90,943 | -82,232 |
| Total current financial liabilities | ||
| Current lease liability (in accordance with IFRS 16) | -2,798 | -3,487 |
| TOTAL OTHER CURRENT FINANCIAL LIABILITIES | -2,798 | -3,487 |
The collateral at fair value (€309 k; 31 December 2022: €135 k) includes blocked funds in Germany, the Netherlands, the United Kingdom and Finland.
'Other non-current receivables from associates' corresponds to the receivables from MMCG 2 DEVCO 2 Limited and MMCG 2 DEVCO 3 Limited (subsidiaries accounted for using the equity method). Upon completion of the buildings in 2024, Aedifica UK Ltd will acquire full ownership of the completed properties by taking control of the remaining shares in the companies (see Note 17).
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 (€6,218 k; 31 December 2022: €6,291 k) include the put options granted to non-controlling shareholders (see Notes 16 and 43).
Corporate governance statement
The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They generally result from the temporary difference between the buildings' fair value and the assessed value used for tax purposes.
The decrease in deferred tax liabilities is mainly due to the decrease in fair value of properties and obtaining the FBI regime for Dutch subsidiaries.
Changes in deferred taxes are as follows (see also Note 18):
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 1/01/2022 | 3,116 | -121,283 |
| Originations | 1,547 | -47,112 |
| Reversals | 0 | 4,278 |
| Scope changes | 0 | 0 |
| CARRYING AMOUNT AS OF 31/12/2022 | 4,662 | -164,117 |
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 01/01/2023 | 4,662 | -164,117 |
| Originations | -1,640 | 23,857 |
| Reversals | 0 | 1,602 |
| Scope changes | 0 | 0 |
| CARRYING AMOUNT AS OF 31/12/2023 | 3,023 | -138,658 |
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| TRADE RECEIVABLES - NET VALUE | 23,290 | 23,577 |
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 that do not generate interest.
The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€72.4 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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| under 90 days | 3,477 | 2,009 |
| over 90 days | 4,189 | 2,137 |
| Subtotal | 7,666 | 4,146 |
| Not due | 18,012 | 21,450 |
| Write-downs | -2,388 | -2,019 |
| CARRYING AMOUNT | 23,290 | 23,577 |
The variation of write-downs is recognised in income under the line 'write-downs on trade receivables' (see Note 4).
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Tax | 8,505 | 9,282 |
| Other | 879 | 991 |
| TOTAL | 9,384 | 10,273 |
Tax receivables are composed of tax credits.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Short-term deposits | 0 | 0 |
| Cash at bank and in hands | 18.253 | 13.891 |
| TOTAL | 18.253 | 13.891 |
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Accrued rental income | -60 | 0 |
| Deferred property charges | 1.624 | 525 |
| Accrued interests and deferred financial charges | 11.933 | 1.485 |
| Deferred charges on future projects | 4.729 | 5.513 |
| Other | 26 | 635 |
| TOTAL | 18.252 | 8.158 |
Aedifica has completed two capital increases during the 2023 financial year:
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 | 36,308,157 | 958,092 |
| Capital increase of 18 May 2022 | 74,172 | 1,957 |
| Capital increase of 29 June 2022 | 2,925,000 | 77,184 |
| Capital increase of 6 July 2022 | 547,914 | 14,458 |
| Situation at the end of the previous year | 39,855,243 | 1,051,692 |
| Capital increase of 31 May 2023 | 379,474 | 10,013 |
| Capital increase of 4 July 2023 | 7,315,402 | 193,037 |
| Situation at the end of the year | 47,550,119 | 1,254,742 |
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 (based on the number of shares held by the shareholders concerned on 23 September 2022 – see also section 3.4 'Shareholding structure' of the 'Financial Review' chapter). As at the closing date of this Annual Report, Aedifica has not received any additional transparency notifications that would change the situation on 23 September 2022. Declarations of transparency and control strings are available on Aedifica's website. According to Euronext's definition, the free float is 100%.
| SHAREHOLDERS | Voting rights (in %) |
|---|---|
| BlackRock, Inc. | 5.4 |
| Other < 5% | 94.6 |
| TOTAL | 100.0 |
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 47,550,119 shares issued as at 31 December 2023 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.
As at 31 December 2023, Aedifica NV/SA holds 277 treasury shares.
Corporate governance statement
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:
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 two years, calculated from the publication of the minutes of the extraordinary general meeting of 28 July 2022, 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 realised 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 2023, the balance of the authorised capital amounts to:
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 €1,051,691,535.73, 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 to distribute a dividend of €3.80 gross per share, i.e. a total dividend of €166,676 k, to be divided over two coupons (coupon no. 33: €1.9156; coupon no. 34: €1.8844).
Taking into account the Royal Decree of 13 July 2014, on 31 December 2023 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €1,247,298 k, after the dividend distribution proposed above (31 December 2022: €1,048,761 k). Detailed calculations are provided in the notes to the attached Abridged Statutory Accounts.
Aedifica defines capital in accordance with IAS 1 p134 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 & 36). Equity is monitored with a view to the continuity of business activities and the financing of growth.
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:
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 Executive Committee members with self-employed status.
The amounts covered by way of long-term benefits granted to members of the Executive Committee are included in the 'Remuneration Report' in the present Annual Report.
In respect of these pension schemes, Aedifica held outsourced assets of €1.366 k as at 31 December 2023.
An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the liabilities are calculated on the basis of the actual build up minimum reserves at valuation date projected with 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 €23 k as at 31 December 2023.
In previous years, an additional defined contribution plan was introduced in Germany, the Netherlands and the United Kingdom. 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.
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Non-current financial debts | 1,958,750 | 2,017,256 |
| Credit institutions | 1,166,915 | 1,240,399 |
| Other | 791,835 | 776,857 |
| Current financial debts | 321,549 | 435,164 |
| Credit institutions | 78,949 | 172,164 |
| Other | 242,600 | 263,000 |
| TOTAL | 2,280,299 | 2,452,420 |
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 the maturity dates of the drawings.
On 31 December 2023, Aedifica had committed credit facilities totalling €2,401 million granted by 21 banks.
Aedifica NV/SA also has a €500 million treasury notes programme, of which €350 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 | Maturity | Issue date | Maturity date | Coupon |
|---|---|---|---|---|---|
| (in € million) | (years) | (%) | |||
| 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% |
| BE6326201553 | 10 | 7 | 14/01/2021 | 14/01/2028 | 1.329% |
Hoivatilat Oyj also issues treasury notes in its own name. As at 31 December 2023, the outstanding amount was €26 million (listed under the heading 'Other' of 'Current financial debts').
The entire outstanding amount of the short-term treasury notes is fully backed by the available funds on confirmed long-term credit lines.
Loans contracted under Aedifica's Sustainable Finance Framework or linked to sustainability KPIs amount to €1,282 million, of which €1,012 million is drawn on 31 December 2023 (44% of the drawn debt), highlighting the Group's wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy.
At 1.9%, the average cost of debt* including commitment fees remained at a reasonable level (1.4% in 2022) owing to the interest rate hedges Aedifica had in place. Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,444 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€836 million) is estimated at €708 million.
As at 31 December 2023, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish building to its creditors. In Germany and Finland, however, it is common practice for real estate to be secured as part of bank financing. As at 31 December 2023, the ratio between the secured financial debt and the total consolidated assets was 2% and the ratio between the unencumbered assets and the total consolidated assets was 4%.
Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2023 are as follows:
| Financial debt | Committed financing | Short-term treasury notes |
|
|---|---|---|---|
| (in € million) 1 | Lines | Utilisation | |
| 31/12/2024 | 170 | 65 | 243 |
| 31/12/2025 | 531 | 146 | - |
| 31/12/2026 | 730 | 408 | - |
| 31/12/2027 | 545 | 413 | - |
| 31/12/2028 | 552 | 392 | - |
| 31/12/2029 | 43 | 3 | - |
| >31/12/2029 | 626 | 616 | - |
| Total debt as at 31 December 2023 | 3,196 | 2,042 | 243 |
As at 31 December 2023, the weighted average maturity of the drawn financial debt is 4.4 years. Available committed financing amounts to €1,154 million. After deducting the backup for the short-term treasury notes, the available liquidity stands at €911 million.
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 on 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 fixedrate 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 rate risk. The foreign exchange rate risk is partly hedged by loans denominated in pound sterling, providing a natural hedge against exposure to assets in the United Kingdom: on the one hand by a private placement of £180 million and on the other hand by bank loans totalling £160 million (see Note 36). Note 33.1: 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 some derivatives initiated before 2017 that meet the criteria to allow hedge accounting. From 2017, in line with market practice, Aedifica chose not to apply hedge accounting to derivatives, even if they meet those strict criteria. The change in the fair value of the financial derivatives has no impact on EPRA Earnings, the main KPI for dividend distribution, and therefore the application of hedge accounting has limited added value.
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 these instruments is assessed on the basis of the present value of the estimated expected cash flows based on market data. 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 | Beginning | Periodicity | Duration | Hedge | Interest | Fair |
|---|---|---|---|---|---|---|---|
| Analysis as at | amount | (months) | (years) | accounting | rate | value | |
| 31/12/2022 | (x 1,000) | (yes/no) | (in %) | (x €1,000) | |||
| IRS | €25,000 | 02/08/2019 | 3 | 8 | Yes | 0.33 | 2,972 |
| IRS | €50,000 | 01/01/2021 | 3 | 3 | No | 0.80 | 1,170 |
| IRS | €50,000 | 03/01/2022 | 3 | 2 | No | 0.73 | 1,203 |
| IRS | €25,000 | 02/05/2019 | 3 | 6 | Yes | 1.10 | 1,303 |
| IRS | €50,000 | 01/02/2022 | 3 | 2 | No | 0.34 | 1,511 |
| IRS | €25,000 | 01/07/2019 | 3 | 6 | No | 1.69 | 916 |
| IRS | €50,000 | 01/07/2024 | 3 | 4 | No | 0.08 | 5,302 |
| IRS | €50,000 | 02/01/2023 | 3 | 2 | No | 2.80 | 445 |
| IRS | €50,000 | 02/01/2023 | 3 | 2 | No | 2.67 | 568 |
| IRS | €50,000 | 02/01/2023 | 3 | 5 | No | 2.50 | 1,399 |
| IRS 1 | €2,625 | 30/09/2019 | 3 | 12 | No | 1.55 | 173 |
| IRS | €50,000 | 01/01/2021 | 3 | 2 | Yes | 0.64 | 1 |
| IRS 2 | €8,778 | 01/04/2011 | 3 | 32 | Yes | 4.89 | -1,559 |
| IRS | €25,000 | 03/02/2020 | 3 | 10 | Yes | 0.66 | 3,615 |
| IRS | €15,000 | 01/07/2019 | 3 | 10 | No | 2.01 | 945 |
| IRS | €8,000 | 01/07/2019 | 3 | 10 | No | 2.05 | 485 |
| IRS | €12,000 | 01/07/2019 | 3 | 10 | No | 1.99 | 767 |
| IRS | €50,000 | 01/02/2022 | 3 | 3 | No | 0.46 | 2,830 |
| IRS 2 | €20,404 | 31/07/2014 | 3 | 29 | No | 4.39 | -2,299 |
| IRS | €25,000 | 03/07/2019 | 3 | 10 | No | 1.04 | 3,106 |
| IRS | €200,000 | 01/07/2024 | 3 | 4 | No | -0.02 | 21,937 |
| IRS | €50,000 | 01/01/2023 | 3 | 3 | No | 1.58 | 2,276 |
| IRS | €50,000 | 01/11/2019 | 3 | 5 | Yes | 0.78 | 2,217 |
| IRS | €50,000 | 03/01/2022 | 3 | 1 | No | 0.65 | 1 |
| IRS | €50,000 | 03/02/2025 | 3 | 4 | No | 0.15 | 5,005 |
| IRS | €100,000 | 01/07/2024 | 3 | 4 | No | 0.07 | 10,654 |
| IRS | €50,000 | 01/07/2024 | 3 | 4 | No | 0.12 | 5,233 |
| IRS | €50,000 | 02/01/2023 | 3 | 4 | No | 1.30 | 3,435 |
| IRS | €50,000 | 02/01/2025 | 3 | 4 | No | 0.05 | 5,219 |
| IRS | €50,000 | 02/01/2025 | 3 | 4 | No | 0.06 | 5,201 |
| IRS | £50,000 | 28/07/2022 | 3 | 5 | No | 2.46 | 3,734 |
| IRS | £60,000 | 07/07/2022 | 3 | 5 | No | 2.43 | 4,535 |
| IRS | £50,000 | 28/07/2022 | 3 | 5 | No | 2.29 | 4,111 |
| IRS | €7,500 | 03/12/2018 | 1 | 5 | No | 0.46 | 182 |
| IRS | €5,000 | 11/12/2018 | 1 | 5 | No | 0.66 | 115 |
| IRS | €7,500 | 03/12/2018 | 3 | 5 | No | 0.47 | 181 |
| IRS | €5,000 | 27/12/2018 | 6 | 5 | No | 0.70 | 123 |
| IRS | €10,000 | 19/03/2019 | 6 | 5 | No | 0.83 | 283 |
| IRS | €15,000 | 31/03/2020 | 1 | 5 | No | 0.46 | 923 |
| IRS | €10,000 | 01/12/2018 | 1 | 5 | No | 0.63 | 226 |
| CAP | €200,000 | 01/01/2024 | 3 | 1 | No | - | 3,386 |
| CAP | €100,000 | 04/01/2021 | 3 | 4 | No | 0.25 | 5,895 |
| CAP | €100,000 | 01/07/2021 | 3 | 3 | No | - | 4,819 |
| CAP | €50,000 | 01/07/2021 | 3 | 3 | No | - | 2,409 |
| CAP | €50,000 | 01/07/2021 | 3 | 3 | No | - | 2,409 |
| TOTAL 3 | €2,082,359 | 119,361 |
Notional amount depreciable over the duration of the swap.
Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
Notional amounts in £ are converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£).
| INSTRUMENT Analysis as at |
Notional amount |
Beginning | Periodicity (months) |
Duration (years) |
Hedge accounting |
Interest rate |
Fair value |
|
|---|---|---|---|---|---|---|---|---|
| 31/12/2023 | (x 1,000) | (yes/no) | (in %) | (x €1,000) | ||||
| Contents | IRS | €25,000 | 02/08/2019 | 3 | 8 | Yes | 0.33 | 1,750 |
| IRS | €50,000 | 01/01/2021 | 3 | 3 | No | 0.80 | 12 | |
| IRS | €50,000 | 03/01/2022 | 3 | 2 | No | 0.73 | 12 | |
| Spaces for connection | IRS | €25,000 | 02/05/2019 | 3 | 6 | Yes | 1.10 | 691 |
| IRS | €50,000 | 01/02/2022 | 3 | 2 | No | 0.34 | 163 | |
| This is Aedifica | IRS | €25,000 | 01/07/2019 | 3 | 6 | No | 1.69 | 453 |
| IRS | €50,000 | 01/07/2024 | 3 | 4 | No | 0.08 | 3,856 | |
| IRS | €50,000 | 02/01/2023 | 3 | 2 | No | 2.80 | 238 | |
| Strategy & value creation | IRS | €50,000 | 02/01/2023 | 3 | 2 | No | 2.67 | 302 |
| IRS | €50,000 | 02/01/2023 | 3 | 5 | No | 2.50 | -320 | |
| IRS | €50,000 | 01/04/2025 | 3 | 3 | No | 2.50 | -713 | |
| Business review | IRS 1 | €2,333 | 30/09/2019 | 3 | 12 | No | 1.55 | 76 |
| IRS 2 | €8,523 | 01/04/2011 | 3 | 32 | Yes | 4.89 | -1,920 | |
| IRS | €25,000 | 03/02/2020 | 3 | 10 | Yes | 0.66 | 2,166 | |
| Corporate governance statement | IRS | €15,000 | 01/07/2019 | 3 | 10 | No | 2.01 | 230 |
| IRS | €8,000 | 01/07/2019 | 3 | 10 | No | 2.05 | 106 | |
| IRS IRS |
€12,000 €50,000 |
01/07/2019 01/02/2022 |
3 3 |
10 3 |
No No |
1.99 0.46 |
194 1,498 |
|
| Risk factors | IRS 2 | €19,421 | 31/07/2014 | 3 | 29 | No | 4.39 | -3,071 |
| IRS | €25,000 | 03/07/2019 | 3 | 10 | No | 1.04 | 1,704 | |
| Financial statements |
IRS | €200,000 | 01/07/2024 | 3 | 4 | No | -0.02 | 16,260 |
| IRS | €50,000 | 01/01/2023 | 3 | 3 | No | 1.58 | 1,070 | |
| IRS | €50,000 | 01/01/2023 | 3 | 5 | No | 2.69 | -695 | |
| Additional information | IRS | €50,000 | 01/11/2019 | 3 | 5 | Yes | 0.78 | 1,110 |
| IRS | €50,000 | 03/02/2025 | 3 | 4 | No | 0.15 | 3,500 | |
| IRS | €100,000 | 01/07/2024 | 3 | 4 | No | 0.07 | 7,776 | |
| IRS | €50,000 | 01/07/2024 | 3 | 4 | No | 0.12 | 3,790 | |
| IRS | €50,000 | 02/01/2023 | 3 | 4 | No | 1.30 | 1,621 | |
| IRS | €50,000 | 03/04/2023 | 3 | 2 | No | 3.08 | 3 | |
| IRS | €50,000 | 02/01/2025 | 3 | 3 | No | 2.56 | -798 | |
| IRS | €50,000 | 02/01/2025 | 3 | 4 | No | 0.05 | 3,730 | |
| IRS | €50,000 | 02/01/2025 | 3 | 4 | No | 0.06 | 3,674 | |
| IRS | €50,000 | 02/01/2026 | 3 | 3 | No | 2.44 | -549 | |
| IRS | €50,000 | 01/01/2023 | 3 | 5 | No | 2.59 | -489 | |
| IRS | €50,000 | 01/01/2025 | 3 | 3 | No | 2.85 | -1,205 | |
| IRS | £50,000 | 28/07/2022 | 3 | 5 | No | 2.46 | 2,039 | |
| IRS | £60,000 | 07/07/2022 | 3 | 5 | No | 2.43 | 2,511 | |
| IRS | £50,000 | 28/07/2022 | 3 | 5 | No | 2.29 | 2,352 | |
| IRS | €10,000 | 19/03/2019 | 6 | 5 | No | 0.83 | 70 | |
| IRS | €15,000 | 31/03/2020 | 1 | 5 | No | 0.46 | 512 | |
| CAP | €200,000 | 01/01/2024 | 3 | 1 | No | 0.00 | 3,690 | |
| CAP | €100,000 | 04/01/2021 | 3 | 4 | No | 0.25 | 3,018 | |
| CAP | €100,000 | 01/07/2021 | 3 | 3 | No | 0.00 | 1,871 | |
| CAP | €50,000 | 01/07/2021 | 3 | 3 | No | 0.00 | 938 | |
| CAP | €50,000 | 01/07/2021 | 3 | 3 | No | 0.00 | 938 | |
| TOTAL 3 | €2,299,966 | 64,164 |
The total notional amount of €2,300 million presented in the table above is broken down as follows:
• operational and active instruments: €1,350 million, of which €300 million caps;
• instruments with forward start: €950 million.
The total fair value of the hedging instruments presented in the table above (+€64,164 k) can be broken down as follows: €73,924 k on line I.E. of the asset side of the consolidated balance sheet and €9,760 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 (€256 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to €63,908 k.
1.2 Derivatives for which hedge accounting is applied
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Changes in fair value of the derivatives | ||
| Beginning of the year | 9,574 | -11,514 |
| Changes in the effective portion of the fair value of hedging instruments | -2,293 | 17,972 |
| (accrued interests) | ||
| Transfer to the income statement of interests paid on hedging instruments | -2,459 | 3,258 |
| Transfer to the reserve account regarding revoked designation | 0 | 38 |
| Transfer to the reserve account of the net gain or loss on matured hedges | -180 | -180 |
| AT YEAR-END | 4,642 | 9,574 |
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 2024 and 31 July 2043.
The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (loss of €4,752 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2022 financial year (income of €34 k) that was appropriated in 2023 by decision of the Annual General Meeting held in May 2023. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) is nil as at 31 December 2023.
The financial result includes a loss of €50,249 k (31 December 2022: an income of €124,962 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 linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to a loss of €300 k (31 December 2022: a loss of €711 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 €198 k (31 December 2022: €258 k).
Notional amount depreciable over the duration of the swap.
Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
Notional amounts in £ are converted into € based on the exchange rate of 31 December 2023 (0.86632 €/£).
Corporate governance statement
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 January 2023 and 31 December 2023. This resulted in a loss of €50,548 k, recognised in the income statement, and to a loss of €4,452 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 €367 k (€466 k on 31 December 2022). 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 nonsymmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the 'mark-to-market' value of these instruments to an increase of 10 bps of the interest rate is estimated to have a positive impact of €4,801 k (€4,468 k on 31 December 2022) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact of €4,802 k on the income statement (€4,493 k on 31 December 2022).
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 assessed on the basis of the present value of the estimated cash flows based on market data. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). As of 31 December 2023, Aedifica had no hedging contracts in place. During the financial year, cash flows linked to Aedifica's external debt denominated in pound sterling have partially offset net cash flows resulting from financial income from intra-group loans, other intra-group revenues and capital expenditures in the United Kingdom.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Trade debts | 39,175 | 39,475 |
| Exit tax | 44 | 5,990 |
| Taxes, social charges and salaries debts | ||
| Tax | 11,770 | 16,181 |
| Salaries and social charges | 6,163 | 5,013 |
| Other | ||
| Dividends of previous years | 25 | 194 |
| TOTAL | 57,177 | 66,853 |
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) should be settled within 12 months. The carrying amount constitutes an approximation of their fair value.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Property income received in advance | 12,945 | 13,594 |
| Financial charges accrued | 11,863 | 6,024 |
| Other accrued charges | 976 | 7,089 |
| TOTAL | 25,784 | 26,707 |
Corporate governance statement
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 Group remains subject to financing risks; a change in interest rates or exchange rates could have a negative impact on the Group's assets, operations, financial position and prospects.
Aedifica's debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is detailed on page 74 of this Annual Report. As at 31 December 2023, it amounts to 36.9% at the statutory level and to 39.7% 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). However, the Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45%.
Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €18.3 million as at 31 December 2023.
As at 31 December 2023, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish buildings to its creditors. In Germany and Finland, however, it is common practice for real estate to be secured as part of bank financing. As at 31 December 2023, the ratio between the secured financial debt and the total consolidated assets was 2% and the ratio between the unencumbered assets and the total consolidated assets was 4%. It is possible that in the context of supplementary financing, additional mortgages will be granted.
Aedifica has a strong and stable relationship with its financial institutions, which form a diversified pool consisting of an annually increasing number of European institutions. Details of Aedifica's credit facilities are disclosed in Note 32.
As at 31 December 2023, the Group has drawn €2,042 million (31 December 2022: €2,194 million) from the total amount of €3,196 million of confirmed bank financing, medium-term notes and bonds. The remaining headroom is sufficient to cover the Group's short-term financial needs as well as the existing development projects until the end of the 2024 financial year. The 2024 financial plan includes limited assumptions regarding acquisitions and payments in the context of the committed development pipeline amounting to approx. €275 million.
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 at 31 December 2023, medium-term notes amount to €87 million (31 December 2022: €87 million). In addition, in 2021, Aedifica successfully issued a bond ('USPP') of £180 million through a private placement with US, UK and Canadian institutional investors and its first benchmark Sustainability Bond for an amount of €500 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%. The Interest Cover Ratio* (ICR), calculated based on the definition set out in the prospectus of Aedifica's Sustainability Bond ('Operating result before result on the portfolio' (lines I to XV of the consolidated income statement) divided by 'Net interest charges' (line XXI)), should be at least equal to 2.0x. As at 31 December 2023, the ratio is 5.9x (31 December 2022: 7.5x).
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 at 31 December 2023, the undiscounted future cash flows related to the credit facilities include €308 million maturing within 1 year, €1,358 million maturing within 1 to 5 years, and €619 million maturing in more than five years. The credit facilities also give rise to an interest expense of €28 million that is due within one year (31 December 2022: €423 million capital and €24 million interest due within 1 year).
The undiscounted contractual future cash flows related to hedging instruments are analysed in the tables below.
The future undiscounted cash flows are based on the fixed rate of the derivatives and only take into account the floating rate in case the fixing is already known on 31 December 2023.
| As at 31/12/2023 (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 |
92 | -2,636 | -3,074 | -5,618 |
| Derivatives for which hedge accounting is not applied |
3,675 | -50,826 | -6,010 | -53,161 |
| As at 31/12/2022 (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 |
-682 | -3,453 | -3,602 | -7,737 |
Corporate governance statement
A substantial part of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit 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. 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. The USPP and the benchmark bond issue have rebalanced Aedifica's mix of fixed and floating rate debt. The floating rate bank loans denominated in pound sterling issued in July 2022 have been fully swapped to fixed rate. On 31 December 2023, the financial debt is hedged against interest rate risk for 95.8%, i.e. the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging's weighted average maturity is 5.1 years.
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.
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 2024 interest rates over the forecast rates would lead to an approx. additional €37.8 million interest expense for the year ending 31 December 2024. Taking into account the hedging instruments at present, the increase in interest expense would amount to just €0.4 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 Financial 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, no bank has ever invoked one of these clauses towards the Group. However, this cannot be seen as a safeguard for the future.
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, no bank has ever invoked one of these clauses towards the Group.
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). 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. A 10% change of the £/€ exchange rate has an impact of approx. €106.2 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €6.5 million on the Group's annual rental income and approx. €7.1 million on the Group's net result. A 10% change of the SEK/€ exchange rate has an impact of approx. €9.0 million on the fair value of the Group's investment properties located in Sweden, approx. €0.4 million on the Group's annual rental income and approx. €0.5 million on the Group's net result.
Aedifica partly financed its UK portfolio by a bond issue in British pounds. The £180 million bond was issued in early 2021 through a private placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years). In addition, £160 million of bank loans were drawn in July 2022. These bank loans, together with the aforementioned bond, form a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio.
The Company applies an active hedging policy covering the £/€ 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.
Corporate governance statement
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.
| Name | Country | Type | Progress | Budget 1 (in € million) |
|---|---|---|---|---|
| Altadore | IE | Extension | In progress (forward funding) | 1 |
| Am Parnassturm | DE | Renovation | In progress (forward funding) | 4 |
| Bavaria Senioren- und Pflegeheim |
DE | Renovation | In progress (forward funding) | 1 |
| Biddenham St James | UK | Acquisition | Project/forward purchase subject to outstanding conditions |
15 |
| Dawlish 2 | UK | Acquisition | Project/forward purchase subject to outstanding conditions |
16 |
| De Volder Staete | NL | Construction | In progress (forward funding) | 13 |
| Dublin Stepaside | IE | Construction | In progress (forward funding) | 26 |
| Finland – 'childcare centres' | FI | Construction | In progress (forward funding) | 23 |
| Finland – 'childcare centres' | FI | Construction | Project/forward purchase subject to outstanding conditions |
7 |
| Finland – 'elderly care homes' | FI | Construction | In progress (forward funding) | 29 |
| Finland – 'other' | FI | Construction | In progress (forward funding) | 58 |
| Fredenbeck | DE | Construction | In progress (forward funding) | 15 |
| Haus Marxloh 2 | DE | Renovation & extension |
In progress (forward funding) | 4 |
| In de Gouden Jaren | BE | Renovation | In progress (forward funding) | 1 |
| Militza Gent | BE | Renovation & extension |
In progress (forward funding) | 19 |
| North Bay Group projects | UK | Renovation | In progress (forward funding) | 1 |
| Résidence le Douaire | BE | Acquisition | Project/forward purchase subject to outstanding conditions |
17 |
| Résidence Véronique | BE | Renovation & extension |
In progress (forward funding) | 10 |
| Seniorenquartier Gera 2 | DE | Construction | In progress (forward funding) | 16 |
| Seniorenquartier Gummersbach |
DE | Construction | In progress (forward funding) | 30 |
| Seniorenzentrum Berghof | DE | Renovation | In progress (forward funding) | 2 |
| Sligo Finisklin Road | IE | Construction | In progress (forward funding) | 16 |
| Spaldrick House | UK | Acquisition | Project/forward purchase subject to outstanding conditions |
11 |
| St. Joseph's | UK | Renovation | In progress (forward funding) | 1 |
| St Mary's Lincoln | UK | Construction | In progress (forward funding) | 16 |
| Sweden – pipeline 2024 | SE | Construction | In progress (forward funding) | 21 |
| Tomares Miró | ES | Construction | In progress (forward funding) | 12 |
| York Bluebeck Drive | UK | Construction | In progress (forward funding) | 16 |
| Zamora Av. de Valladolid | ES | Construction | In progress (forward funding) | 13 |
| TOTAL | 413 |
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-out, upon completion of a care residence within the limits of the maximum budget committed by Aedifica.
Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns approx. 2% of total assets.
Aedifica benefits from warranties given by the sellers of shares in acquired property companies, such as integrity of the property, tax warranties, potential contingent consideration, etc. as contractually provided.
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 that typically amount to 3 to 6 months of rental income.
In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices.
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).
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).
This project has already been completed after 31 December 2023 (see Note 39).
Corporate governance statement
The main acquisitions of investment properties of 2023 – which are detailed in section 1.1 of the 'Financial review' chapter – are the following:
| ACQUISITIONS | Country | Properties valuation at fair value1 (in € million) |
Acquisition date 2 |
Acquisition method |
|---|---|---|---|---|
| Nokia Tähtisumunkatu | FI | 0 | 26/01/2023 | Acquisition of a plot of land & project |
| Salo Linnankoskentie | FI | 0 | 07/03/2023 | Acquisition of a plot of land & project |
| Helsinki Landbontie | FI | 1 | 23/04/2023 | Acquisition of a plot of land & project |
| Zamora Av. de Valladolid | FI | 2 | 28/04/2023 | Acquisition of a building & project |
| Vantan Haravakuja | FI | 0 | 28/04/2023 | Acquisition of a plot of land & project |
| Espoo Palstalaisentie | FI | 0 | 23/05/2023 | Acquisition of a plot of land & project |
| Hollola Kulmatie | FI | 0 | 23/05/2023 | Acquisition of a plot of land & project |
| Oulu Siilotie K21 | FI | 1 | 30/05/2023 | Acquisition of a plot of land & project |
| Norby 31:78 | SE | 0 | 30/05/2023 | Acquisition of a plot of land & project |
| Clondalkin Nursing Home | IE | 35 | 27/07/2023 | Acquisition of a building |
| Bree Witte Torenstraat | BE | 2 | 14/09/2023 | Acquisition of a plot of land |
| Österåker Singö 10:2 | SE | 2 | 13/10/2023 | Acquisition of a building |
| Bergshammar Ekeby 6:66 | SE | 2 | 13/10/2023 | Acquisition of a building |
| Oulu Mäntypellonpolku | FI | 7 | 29/12/2023 | Acquisition of a building |
| Rovaniemi Koulukaari | FI | 4 | 29/12/2023 | Acquisition of a building |
| TOTAL | 58 |
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.
| DISPOSALS | Date | Selling price (€ million) |
|---|---|---|
| Belgium | 37.5 | |
| Bel-Air | 30/10/2023 | |
| Jardins de Provence | 30/10/2023 | |
| New Philip | 30/10/2023 | |
| Résidence du Golf | 30/10/2023 | |
| Résidence Service | 29/11/2023 | |
| Netherlands | 2.4 | |
| Hilversum SVE | 02/10/2023 | |
| United Kingdom | 8.8 | |
| Hilltop Manor | 23/03/2023 | |
| Cromwell Court | 23/03/2023 | |
| Finland | 25.6 | |
| Kalajoki Hannilantie | 20/06/2023 | |
| Kajaani Valonkatu | 20/06/2023 | |
| Kontiolahti Päiväper | 20/06/2023 | |
| Kotka Loitsutie | 20/06/2023 | |
| Mikkeli Ylännetie 10 | 20/06/2023 | |
| Oulu Paulareitti | 20/06/2023 | |
| Sastamela Tyrväänkyl | 20/06/2023 | |
| Varkaus Kaura-ahonti | 20/06/2023 | |
| Varkaus Savontie | 20/06/2023 | |
| Ylivieska Alpuuminti | 20/06/2023 | |
| TOTAL | 74.3 |
Corporate governance statement
The table below lists all post-balance sheet events (see also section 1.2 'of the 'Financial review' chapter) up to and including 15 March 2024, the closing date of this report.
| Name | Date | Transaction | Country | Location |
|---|---|---|---|---|
| Salo Linnankoskentie | 02/01/2024 | Completion of a development project | FI | Salo |
| Hollola Kulmatie | 08/01/2024 | Completion of a development project | FI | Hollola |
| Sotkamo Härkökivenkatu | 23/01/2024 | Completion of a development project | FI | Sotkamo |
| Kuopio Torpankatu | 31/01/2024 | Completion of a development project | FI | Kuopio |
| Haus Marxloh | 31/01/2024 | Completion of a renovation project | DE | Duisburg |
| Portfolio of 6 care | 02/02/2024 | Acquisition of the remaining stake of | NL | Various |
| residences | 50% in a portfolio operated by Korian | locations | ||
| Netherlands (AK JV) | ||||
| Dawlish | 15/02/2024 | Completion of a development project | UK | Dawlish |
| Rovaniemi Gardininkuja | 29/02/2024 | Completion of a development project | FI | Rovaniemi |
| Seniorenquartier Gera | 29/02/2024 | Completion of a development project | DE | Gera |
| Helsinki Landbontie | 04/03/2024 | Completion of a development project | FI | Helsinki |
Corporate governance statement
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.
As from the 2021 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 | Capital held | LV Charrieres Ltd | Jersey | Subsidiary | 133548 | 100 |
|---|---|---|---|---|---|---|---|---|---|
| corporations | (in %) | LV St. Josephs Ltd | Jersey | Subsidiary | 129910 | 100 | |||
| Aedifica Invest NV | Belgium ¹ | Subsidiary | 0879.109.317 | 100 | Aedifica UK Ltd | UK ⁶ | Subsidiary | 12351073 | 100 |
| Immobe NV | Belgium | Associate | 0697.566.095 | 25 ¹² | Aedifica Finance 1 Ltd | UK | Subsidiary | 12352308 | 100 |
| AED GVBF 1 NV | Belgium | Subsidiary | 1003.556.060 | 100 | Aedifica Finance 2 Ltd | UK | Subsidiary | 12352800 | 100 |
| AED GVBF 2 NV | Belgium | Subsidiary | 1003.556.654 | 100 | Maple Court Nursing Home Ltd | UK | Subsidiary | 07295828 | 100 |
| AED GVBF 3 NV | Belgium | Subsidiary | 1003.557.347 | 100 | Quercus Homes 2018 Ltd | UK | Subsidiary | 11278772 | 100 |
| AED GVBF 4 NV | Belgium | Subsidiary | 1003.557.644 | 100 | Sapphire Properties (2016) Ltd | UK | Subsidiary | 09461514 | 100 |
| AED GVBF 5 NV | Belgium | Subsidiary | 1003.552.201 | 100 | Aedifica UK (Ampthill) Ltd | UK | Subsidiary | 11159774 | 100 |
| AED GVBF 6 NV | Belgium | Subsidiary | 1003.553.090 | 100 | Aedifica UK (Hailsham) Ltd | UK | Subsidiary | 11159930 | 100 |
| AED GVBF 7 NV | Belgium | Subsidiary | 1003.553.684 | 100 | Marches Care Holdings Ltd | UK | Subsidiary | 7097091 | 100 |
| AED GVBF 8 NV | Belgium | Subsidiary | 1003.554.377 | 100 | Priesty Fields Developments Ltd | UK | Subsidiary | 10806474 | 100 |
| AED GVBF 9 NV | Belgium | Subsidiary | 1003.554.674 | 100 | Aedifica Management Ltd | UK | Subsidiary | 4797971 | 100 |
| AED GVBF 10 NV | Belgium | Subsidiary | 1003.554.971 | 100 | Aedifica UK (Marston) Ltd | UK | Subsidiary | 13816311 | 100 |
| AED GVBF 11 NV | Belgium | Subsidiary | 1003.555.169 | 100 | Aedifica UK (Hessle) Ltd | UK | Subsidiary | 10674329 | 100 |
| Aedifica Residenzen 1 GmbH&Co. KG | Germany ² | Subsidiary | HRB112641 | 94 ¹³ | Aedifica UK (Lincoln) Ltd | UK | Subsidiary | 13449716 | 100 |
| Aedifica Residenzen 2 GmbH&Co. KG | Germany | Subsidiary | HRB115795 | 94 ¹³ | MMCG 2 DEVCO 2 Ltd | UK (JO) ⁷ | Associate | 13483857 | 25+1 ¹² |
| Aedifica Residenzen 3 GmbH | Germany | Subsidiary | HRB118227 | 94 ¹³ | MMCG 2 DEVCO 3 Ltd | UK (JO) | Associate | 13483907 | 25+1 ¹² |
| Aedifica Residenzen 4 GmbH | Germany | Subsidiary | HRB121918 | 94 ¹³ | Aureit Holding Oy | Finland ⁸ | Subsidiary | 3092783-5 | 100 |
| Aedifica Residenzen 5 GmbH | Germany | Subsidiary | HRB36193 | 94 ¹³ | Hoivatilat Oyj | Finland | Subsidiary | 2241238-0 | 100 |
| Aedifica Residenzen 6 GmbH | Germany | Subsidiary | HRB33909 | 94 ¹³ | As Oy Seinäjoen Saga | Finland | Subsidiary | 2779544-8 | 100 |
| Aedifica Residenzen Nord GmbH&Co. KG | Germany | Subsidiary | HRB110850 | 94 ¹³ | Koy Äänekosken Ääneniementie 22 | Finland | Subsidiary | 3264862-9 | 100 |
| Aedifica Residenzen West GmbH | Germany | Subsidiary | HRB117957 | 94 ¹³ | Koy Äänekosken Likolahdenkatu | Finland | Subsidiary | 2875205-2 | 100 |
| Aedifica Verwaltungs GmbH | Germany | Subsidiary | HRB111389 | 100 | Koy Espoon Fallåkerinrinne | Finland | Subsidiary | 2620688-3 | 100 |
| Aedifica Asset Management GmbH | Germany | Subsidiary | HRB100562 | 100 | Koy Espoon Hirvisuontie | Finland | Subsidiary | 2755334-2 | 100 |
| Aedifica Luxemburg I SCS | Luxembourg ³ | Subsidiary | B128048 | 94 ¹³ | Koy Espoon Kurttilantie | Finland | Subsidiary | 3134900-2 | 100 |
| Aedifica Luxemburg II SCS | Luxembourg | Subsidiary | B139725 | 94 ¹³ | Koy Espoon Kuurinkallio | Finland | Subsidiary | 3201659-2 | 100 |
| Aedifica Luxemburg III SCS | Luxembourg | Subsidiary | B143704 | 94 ¹³ | Koy Espoon Matinkartanontie | Finland | Subsidiary | 3117665-8 | 100 |
| Aedifica Luxemburg IV SCS | Luxembourg | Subsidiary | B117441 | 94 ¹³ | Koy Espoon Meriviitantie | Finland | Subsidiary | 2720369‐2 | 100 |
| Aedifica Luxemburg V SCS | Luxembourg | Subsidiary | B117445 | 94 ¹³ | Koy Espoon Oppilaantie | Finland | Subsidiary | 2787263‐4 | 100 |
| Aedifica Luxemburg VI SCS | Luxembourg | Subsidiary | B132154 | 94 ¹³ | Koy Espoon Palstalaisentie 4 | Finland | Subsidiary | 3309285-3 | 100 |
| Aedifica Luxemburg VII SCS | Luxembourg | Subsidiary | B117438 | 94 ¹³ | Koy Espoon Rajamännynahde | Finland | Subsidiary | 3194972-9 | 100 |
| Aedifica Luxemburg VIII SCS | Luxembourg | Subsidiary | B117437 | 94 ¹³ | Koy Espoon Tikasmäentie | Finland | Subsidiary | 2669018-5 | 100 |
| Aedifica Nederland BV | Netherlands ⁴ | Subsidiary | 65422082 | 100 | Koy Espoon Vuoripirtintie | Finland | Subsidiary | 2748087-6 | 100 |
| Aedifica Nederland 2 BV | Netherlands | Subsidiary | 75102099 | 100 | Koy Euran Käräjämäentie | Finland | Subsidiary | 2842931‐9 | 100 |
| Aedifica Nederland Services BV | Netherlands | Subsidiary | 75667800 | 100 | Koy Hakalahden Majakka | Finland | Subsidiary | 2668724-2 | 100 |
| Aedifica Nederland 3 BV | Netherlands | Subsidiary | 77636309 | 100 | Koy Hämeenlinna Kampuskaarre | Finland | Subsidiary | 3175924-7 | 100 |
| Aedifica Nederland 4 BV | Netherlands | Subsidiary | 81056664 | 100 | Koy Hämeenlinnan Jukolanraitti | Finland | Subsidiary | 2826099‐8 | 100 |
| Aedifica Nederland Joint Venture BV | Netherlands | Subsidiary | 80885551 | 100 | Koy Hämeenlinnan Ruununmyllyntie | Finland | Subsidiary | 3267462-4 | 100 |
| AK JV NL public partnership | Netherlands | Joint-venture | 81197470 | 50 ¹⁴ | Koy Hämeenlinnan Vanha Alikartanontie | Finland | Subsidiary | 2669024‐9 | 100 |
| Aedifica Sonneborgh Real Estate BV | Netherlands | Subsidiary | 84354267 | 75 ¹⁵ | Koy Haminan Lepikönranta | Finland | Subsidiary | 2988685‐3 | 100 |
| Aedifica Sonneborgh Ontwikkeling BV | Netherlands | Associate | 64278859 | 50 ¹⁴ | Koy Heinolan Lähteentie | Finland | Subsidiary | 2752188‐5 | 100 |
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| CHAPP Holdings Ltd | Jersey⁵ | Subsidiary | 109055 | 100 |
| Patient Properties (Beech Court) Ltd | Jersey | Subsidiary | 123678 | 100 |
| Patient Properties (Springfields) Ltd | Jersey | Subsidiary | 123687 | 100 |
| Patient Properties (Eltandia) Ltd | Jersey | Subsidiary | 123682 | 100 |
| Patient Properties (Windmill) Ltd | Jersey | Subsidiary | 123699 | 100 |
| Patient Properties (Brook House) Ltd | Jersey | Subsidiary | 123680 | 100 |
| LV Holdings Ltd | Jersey | Subsidiary | 103669 | 100 |
| LV Charrieres Ltd | Jersey | Subsidiary | 133548 | 100 |
| LV St. Josephs Ltd | Jersey | Subsidiary | 129910 | 100 |
| Aedifica UK Ltd | UK ⁶ | Subsidiary | 12351073 | 100 |
| Aedifica Finance 1 Ltd | UK | Subsidiary | 12352308 | 100 |
| Aedifica Finance 2 Ltd | UK | Subsidiary | 12352800 | 100 |
| Maple Court Nursing Home Ltd | UK | Subsidiary | 07295828 | 100 |
| Quercus Homes 2018 Ltd | UK | Subsidiary | 11278772 | 100 |
| Sapphire Properties (2016) Ltd | UK | Subsidiary | 09461514 | 100 |
| Aedifica UK (Ampthill) Ltd | UK | Subsidiary | 11159774 | 100 |
| Aedifica UK (Hailsham) Ltd | UK | Subsidiary | 11159930 | 100 |
| Marches Care Holdings Ltd | UK | Subsidiary | 7097091 | 100 |
| Priesty Fields Developments Ltd | UK | Subsidiary | 10806474 | 100 |
| Aedifica Management Ltd | UK | Subsidiary | 4797971 | 100 |
| Aedifica UK (Marston) Ltd | UK | Subsidiary | 13816311 | 100 |
| Aedifica UK (Hessle) Ltd | UK | Subsidiary | 10674329 | 100 |
| Aedifica UK (Lincoln) Ltd | UK | Subsidiary | 13449716 | 100 |
| MMCG 2 DEVCO 2 Ltd | UK (JO) ⁷ | Associate | 13483857 | 25+1 ¹² |
| MMCG 2 DEVCO 3 Ltd | UK (JO) | Associate | 13483907 | 25+1 ¹² |
| Aureit Holding Oy | Finland ⁸ | Subsidiary | 3092783-5 | 100 |
| Hoivatilat Oyj | Finland | Subsidiary | 2241238-0 | 100 |
| As Oy Seinäjoen Saga | Finland | Subsidiary | 2779544-8 | 100 |
| Koy Äänekosken Ääneniementie 22 | Finland | Subsidiary | 3264862-9 | 100 |
| Koy Äänekosken Likolahdenkatu | Finland | Subsidiary | 2875205-2 | 100 |
| Koy Espoon Fallåkerinrinne | Finland | Subsidiary | 2620688-3 | 100 |
| Koy Espoon Hirvisuontie | Finland | Subsidiary | 2755334-2 | 100 |
| Koy Espoon Kurttilantie | Finland | Subsidiary | 3134900-2 | 100 |
| Koy Espoon Kuurinkallio | Finland | Subsidiary | 3201659-2 | 100 |
| Koy Espoon Matinkartanontie | Finland | Subsidiary | 3117665-8 | 100 |
| Koy Espoon Meriviitantie | Finland | Subsidiary | 2720369‐2 | 100 |
| Koy Espoon Oppilaantie | Finland | Subsidiary | 2787263‐4 | 100 |
| Koy Espoon Palstalaisentie 4 | Finland | Subsidiary | 3309285-3 | 100 |
| Koy Espoon Rajamännynahde | Finland | Subsidiary | 3194972-9 | 100 |
| Koy Espoon Tikasmäentie | Finland | Subsidiary | 2669018-5 | 100 |
| Koy Espoon Vuoripirtintie | Finland | Subsidiary | 2748087-6 | 100 |
| Koy Euran Käräjämäentie | Finland | Subsidiary | 2842931‐9 | 100 |
| Koy Hakalahden Majakka | Finland | Subsidiary | 2668724-2 | 100 |
| Koy Hämeenlinna Kampuskaarre | Finland | Subsidiary | 3175924-7 | 100 |
| Contents | ||||
|---|---|---|---|---|
| ---------- | -- | -- | -- | -- |
Corporate governance statement
| NAME | Country | Category | Register of | Capital held | NAME | Country Category |
Capital held | |||
|---|---|---|---|---|---|---|---|---|---|---|
| corporations | (in %) | Register of corporations |
(in %) | |||||||
| Koy Helsingin Ensikodin tie 4 | Finland | Subsidiary | 3220641-7 | 100 | Koy Kotkan Metsäkulmankatu 21 | Finland | Subsidiary | 2225111-8 | 100 | |
| Koy Helsingin Kansantie | Finland | Subsidiary | 3214270-8 | 100 | Koy Kotkan Särmääjänkatu 6 | Finland | Subsidiary | 3169793-9 | 100 | |
| Koy Helsingin Käräjätuvantie | Finland | Subsidiary | 3287010-7 | 100 | Koy Kouvolan Kaartokuja | Finland | Subsidiary | 2697590‐6 | 100 | |
| Koy Helsingin Krämertintie | Finland | Subsidiary | 3323987-8 | 100 | Koy Kouvolan Rannikkotie | Finland | Subsidiary | 2941695-8 | 100 | |
| Koy Helsingin Kutomokuja | Finland | Subsidiary | 3287009-4 | 100 | Koy Kouvolan Ruskeasuonkatu | Finland | Subsidiary | 2955751-5 | 100 | |
| Koy Helsingin Lähdepolku | Finland | Subsidiary | 3279404-4 | 100 | Koy Kouvolan Vainiolankuja | Finland | Subsidiary | 3134903-7 | 100 | |
| Koy Helsingin Landbontie | Finland | Subsidiary | 3270229-3 | 100 | Koy Kouvolan Vinttikaivontie | Finland | Subsidiary | 2543325‐9 | 100 | |
| Koy Helsingin Pakarituvantie | Finland | Subsidiary | 3131782-8 | 100 | Koy Kuopion Amerikanraitti 10 | Finland | Subsidiary | 2837113‐7 | 100 | |
| Koy Helsingin Radiokatu | Finland | Subsidiary | 3270230-6 | 100 | Koy Kuopion Männistönkatu | Finland | Subsidiary | 3127190-3 | 100 | |
| Koy Helsingin Työnjohtajankadun Seppä3 | Finland | Subsidiary | 3009977-7 | 100 | Koy Kuopion Opistokuja 3 | Finland | Subsidiary | 3176660-7 | 100 | |
| Koy Hollolan Kulmalantie 2 | Finland | Subsidiary | 3354537-3 | 100 | Koy Kuopion Pirtinkaari | Finland | Subsidiary | 2873993-1 | 100 | |
| Koy Hollolan Sarkatie | Finland | Subsidiary | 2749865‐4 | 100 | Koy Kuopion Portti A2 | Finland | Subsidiary | 2874104-6 | 100 | |
| Koy Iisalmen Eteläinen Puistoraitti | Finland | Subsidiary | 2840090‐3 | 100 | Koy Kuopion Rantaraitti | Finland | Subsidiary | 2770280‐3 | 100 | |
| Koy Iisalmen Kangaslammintie | Finland | Subsidiary | 2826102‐6 | 100 | Koy Kuopion Sipulikatu | Finland | Subsidiary | 2509836‐6 | 100 | |
| Koy Iisalmen Petter Kumpulaisentie | Finland | Subsidiary | 2882785‐1 | 100 | Koy Kuopion Torpankatu | Finland | Subsidiary | 3338477-6 | 100 | |
| Koy Iisalmen Satamakatu | Finland | Subsidiary | 3005776-1 | 100 | Koy Lahden Jahtikatu | Finland | Subsidiary | 2861249‐8 | 100 | |
| Koy Iisalmen Vemmelkuja | Finland | Subsidiary | 2917923‐5 | 100 | Koy Lahden Kurenniityntie | Finland | Subsidiary | 3008794-4 | 100 | |
| Koy Janakkalan Kekanahontie | Finland | Subsidiary | 2911674‐4 | 100 | Koy Lahden Makarantie | Finland | Subsidiary | 2988683-7 | 100 | |
| Koy Järvenpään Auertie | Finland | Subsidiary | 3279405-2 | 100 | Koy Lahden Piisamikatu | Finland | Subsidiary | 2861251‐9 | 100 | |
| Koy Järvenpään Yliopettajankatu | Finland | Subsidiary | 2774063-1 | 100 | Koy Lahden Vallesmanninkatu A | Finland | Subsidiary | 2675831‐1 | 100 | |
| Koy Jyväskylän Ailakinkatu | Finland | Subsidiary | 2932895‐8 | 100 | Koy Lahden Vallesmanninkatu B | Finland | Subsidiary | 2675827‐4 | 100 | |
| Koy Jyväskylän Haperontie | Finland | Subsidiary | 2763296‐4 | 100 | Koy Laihian Jarrumiehentie | Finland | Subsidiary | 2798400‐3 | 100 | |
| Koy Jyväskylän Harjutie | Finland | Subsidiary | 3172893-4 | 100 | Koy Lappeenrannan Orioninkatu | Finland | Subsidiary | 2877591‐6 | 100 | |
| Koy Jyväskylän Haukankaari | Finland | Subsidiary | 3174128-2 | 100 | Koy Laukaan Hytösenkuja | Finland | Subsidiary | 2681456‐3 | 100 | |
| Koy Jyväskylän Mannisenmäentie | Finland | Subsidiary | 2816983‐6 | 100 | Koy Laukaan Peurungantie | Finland | Subsidiary | 2821700-9 | 100 | |
| Koy Jyväskylän Martikaisentie | Finland | Subsidiary | 2575556-5 | 100 | Koy Laukaan Saratie | Finland | Subsidiary | 2896187‐4 | 100 | |
| Koy Jyväskylän Palstatie | Finland | Subsidiary | 2923254‐2 | 100 | Koy Lempäälän Tampereentie | Finland | Subsidiary | 3266246-3 | 100 | |
| Koy Jyväskylän Sulkulantie | Finland | Subsidiary | 2850306-4 | 100 | Koy Limingan Kauppakaari | Finland | Subsidiary | 2553773‐6 | 100 | |
| Koy Jyväskylän Väliharjuntie | Finland | Subsidiary | 2639227‐6 | 100 | Koy Limingan Saunarannantie | Finland | Subsidiary | 3267223-1 | 100 | |
| Koy Jyväskylän Vävypojanpolku | Finland | Subsidiary | 2960547‐6 | 100 | Koy Lohjan Ansatie | Finland | Subsidiary | 2768296‐1 | 100 | |
| Koy Kaarinan Nurminiitynkatu | Finland | Subsidiary | 2838030‐8 | 100 | Koy Lohjan Porapojankuja | Finland | Subsidiary | 3130512-2 | 100 | |
| Koy Kajaanin Erätie | Finland | Subsidiary | 2749663‐2 | 100 | Koy Lohjan Sahapiha | Finland | Subsidiary | 3132701-4 | 100 | |
| Koy Kajaanin Hoikankatu | Finland | Subsidiary | 2951667‐6 | 100 | Koy Loimaan Itsenäisyydenkatu | Finland | Subsidiary | 2887703-1 | 100 | |
| Koy Kajaanin Menninkäisentie | Finland | Subsidiary | 2681416‐8 | 100 | Koy Loviisan Mannerheiminkatu | Finland | Subsidiary | 2648698‐5 | 100 | |
| Koy Kajaanin Uitontie | Finland | Subsidiary | 3164208-1 | 100 | Koy Mäntsälän Liedontie | Finland | Subsidiary | 2505670‐5 | 100 | |
| Koy Kangasalan Hilmanhovi | Finland | Subsidiary | 2262908‐8 | 100 | Koy Mäntyharjun Lääkärinkuja | Finland | Subsidiary | 2761813‐4 | 100 | |
| Koy Kangasalan Mäntyveräjäntie | Finland | Subsidiary | 2688361‐4 | 100 | Koy Maskun Ruskontie | Finland | Subsidiary | 2610017‐3 | 100 | |
| Koy Kangasalan Rekiäläntie | Finland | Subsidiary | 2940754-1 | 100 | Koy Mikkelin Kastanjakuja | Finland | Subsidiary | 2915481-2 | 100 | |
| Koy Kaskisten Bladintie | Finland | Subsidiary | 2224949-9 | 100 | Koy Mikkelin Sahalantie | Finland | Subsidiary | 3004499-5 | 100 | |
| Koy Kempeleen Ihmemaantie | Finland | Subsidiary | 3112115-5 | 100 | Koy Mikkelin Väänäsenpolku | Finland | Subsidiary | 2864738‐3 | 100 | |
| Koy Keravan Lehmuskatu | Finland | Subsidiary | 3256470-8 | 100 | Koy Mikkelin Ylännetie 8 | Finland | Subsidiary | 2839320‐5 | 100 | |
| Koy Keravan Männiköntie | Finland | Subsidiary | 2774061‐5 | 100 | Koy Mynämäen Opintie | Finland | Subsidiary | 2957425‐1 | 100 | |
| Koy Keravan Pianosoittajankatu | Finland | Subsidiary | 3368773-4 | 100 | Koy Nokian Kivimiehenkatu 4 | Finland | Subsidiary | 1056103-9 | 100 | |
| Koy Keuruun Tehtaantie | Finland | Subsidiary | 2877302‐1 | 100 | Koy Nokian Luhtatie | Finland | Subsidiary | 2882228-4 | 100 | |
| Koy Kirkkonummen Kotitontunkuja | Finland | Subsidiary | 2692080‐9 | 100 | Koy Nokian Näsiäkatu | Finland | Subsidiary | 2772561‐8 | 100 | |
| Koy Kokkola Kruunupyyntie | Finland | Subsidiary | 3349210-1 | 100 | Koy Nokian Tähtisumunkatu | Finland | Subsidiary | 3328037-9 | 100 | |
| Koy Kokkolan Ankkurikuja | Finland | Subsidiary | 2955766‐2 | 100 | Koy Nokian Vikkulankatu | Finland | Subsidiary | 2720339‐3 | 100 | |
| Koy Kokkolan Kaarlelankatu 68 | Finland | Subsidiary | 2668743-7 | 100 | Koy Nurmijärven Laidunalue | Finland | Subsidiary | 2415548‐8 | 100 | |
| Koy Kokkolan Vanha Ouluntie | Finland | Subsidiary | 2771913‐8 | 100 | Koy Nurmijärven Luhtavillantie | Finland | Subsidiary | 3202629-9 | 100 |
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
NAME | Country | Category | Register of corporations |
Capital held (in %) |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Koy Nurmijärven Ratakuja | Finland | Subsidiary | 2807462‐6 | 100 | Koy Ruskon Päällistönmäentie | Finland | Subsidiary | 2789540‐6 | 100 | |
| Koy Orimattilan Suppulanpolku | Finland | Subsidiary | 2750819‐7 | 100 | Koy Salon Linnankoskentie | Finland | Subsidiary | 3330201-3 | 100 | |
| Contents | Koy Oulun Isopurjeentie 3 | Finland | Subsidiary | 2255743-2 | 100 | Koy Salon Papinkuja | Finland | Subsidiary | 3155224-6 | 100 |
| Koy Oulun Jahtivoudintie | Finland | Subsidiary | 2759228-8 | 100 | Koy Siilinjärven Nilsiäntie | Finland | Subsidiary | 2934834‐2 | 100 | |
| Spaces for connection | Koy Oulun Juhlamarssi | Finland | Subsidiary | 3217953-5 | 100 | Koy Siilinjärven Risulantie | Finland | Subsidiary | 2854061‐5 | 100 |
| Koy Oulun Mäntypellonpolku | Finland | Subsidiary | 3182688-4 | 100 | Koy Siilinjärven Sinisiipi | Finland | Subsidiary | 2479104‐6 | 100 | |
| Koy Oulun Raamipolku | Finland | Subsidiary | 2798361-7 | 100 | Koy Sipoon Aarrepuistonkuja | Finland | Subsidiary | 2878144‐3 | 100 | |
| This is Aedifica | Koy Oulun Ruismetsä | Finland | Subsidiary | 3008792-8 | 100 | Koy Sipoon Aarretie | Finland | Subsidiary | 2870619‐5 | 100 |
| Koy Oulun Salonpään koulu | Finland | Subsidiary | 3100847-8 | 100 | Koy Sotkamon Härkökivenkatu | Finland | Subsidiary | 3314858-9 | 100 | |
| Koy Oulun Sarvisuontie | Finland | Subsidiary | 2899591‐9 | 100 | Koy Sotkamon Kirkkotie | Finland | Subsidiary | 2917890‐2 | 100 | |
| Strategy & value creation | Koy Oulun Siilotie | Finland | Subsidiary | 3006511-2 | 100 | Koy Tampereen Haiharansuu | Finland | Subsidiary | 3192647-1 | 100 |
| Koy Oulun Siilotie K21 A | Finland | Subsidiary | 3311639-2 | 100 | Koy Tampereen Lentävänniemenkatu | Finland | Subsidiary | 2648697‐7 | 100 | |
| Business review | Koy Oulun Siilotie K21 B | Finland | Subsidiary | 3311641-3 | 100 | Koy Tampereen Sisunaukio | Finland | Subsidiary | 2355346-8 | 100 |
| Koy Oulun Siilotie K21 C | Finland | Subsidiary | 3311642-1 | 100 | Koy Tampereen Teräskatu | Finland | Subsidiary | 3284989-3 | 100 | |
| Corporate governance statement | Koy Oulun Soittajanlenkki | Finland | Subsidiary | 2920514-9 | 100 | Koy Teuvan Tuokkolantie 14 | Finland | Subsidiary | 2225109-7 | 100 |
| Koy Oulun Tahtimarssi | Finland | Subsidiary | 3331416-1 | 100 | Koy Tornion Torpin Rinnakkaiskatu | Finland | Subsidiary | 2816984‐4 | 100 | |
| Koy Oulun Ukkoherrantie A | Finland | Subsidiary | 3141465-2 | 100 | Koy Turun Lemmontie | Finland | Subsidiary | 2551472-9 | 100 | |
| Risk factors | Koy Oulun Ukkoherrantie B | Finland | Subsidiary | 2781801‐3 | 100 | Koy Turun Lukkosepänkatu | Finland | Subsidiary | 2842686‐3 | 100 |
| Koy Oulun Upseerinkatu | Finland | Subsidiary | 3302679-2 | 100 | Koy Turun Malin Trällinkuja | Finland | Subsidiary | 3171440-1 | 100 | |
| Koy Oulun Vaaranpiha | Finland | Subsidiary | 3146139-5 | 100 | Koy Turun Paltankatu | Finland | Subsidiary | 2845199‐7 | 100 | |
| Financial statements |
Koy Oulun Valjastie | Finland | Subsidiary | 3139840-2 | 100 | Koy Turun Teollisuuskatu | Finland | Subsidiary | 2729980‐7 | 100 |
| Koy Oulun Villa Sulka | Finland | Subsidiary | 2695880-7 | 100 | Koy Turun Vähäheikkiläntie | Finland | Subsidiary | 2660277‐1 | 100 | |
| Koy Oulun Vihannestie | Finland | Subsidiary | 3127183-1 | 100 | Koy Turun Vakiniituntie | Finland | Subsidiary | 2648689‐7 | 100 | |
| Additional information | Koy Paimion Mäkiläntie | Finland | Subsidiary | 2853714‐1 | 100 | Koy Tuusulan Isokarhunkierto | Finland | Subsidiary | 3005414-9 | 100 |
| Koy Pateniemenranta | Finland | Subsidiary | 2930852-7 | 100 | Koy Tuusulan Temmontie | Finland | Subsidiary | 3325587-8 | 100 | |
| Koy Pieksämäen Ruustinnantie | Finland | Subsidiary | 2903250-8 | 100 | Koy Ulvilan Kulmalantie | Finland | Subsidiary | 2966954-1 | 100 | |
| Koy Pihtiputaan Nurmelanpolku | Finland | Subsidiary | 2860057‐7 | 100 | Koy Uudenkaupungin Merilinnuntie | Finland | Subsidiary | 2878831‐1 | 100 | |
| Koy Pirkkalan Lehtimäentie | Finland | Subsidiary | 2593596‐1 | 100 | Koy Uudenkaupungin Merimetsopolku B | Finland | Subsidiary | 2798800‐4 | 100 | |
| Koy Pirkkalan Perensaarentie | Finland | Subsidiary | 2808085‐8 | 100 | Koy Uudenkaupungin Merimetsopolku C | Finland | Subsidiary | 2797654‐8 | 100 | |
| Koy Porin Kerhotie 1 | Finland | Subsidiary | 3145625-4 | 100 | Koy Uudenkaupungin Puusepänkatu | Finland | Subsidiary | 2766340‐2 | 100 | |
| Koy Porin Koekatu | Finland | Subsidiary | 2835076‐6 | 100 | Koy Vaasan Mäkikaivontie 22 | Finland | Subsidiary | 1743075-2 | 100 | |
| Koy Porin Ojantie | Finland | Subsidiary | 2625961‐9 | 100 | Koy Vaasan Tehokatu 10 | Finland | Subsidiary | 2246849-9 | 100 | |
| Koy Porvoon Fredrika Runebergin katu | Finland | Subsidiary | 2760328‐2 | 100 | Koy Vaasan Uusmetsäntie | Finland | Subsidiary | 3000725-4 | 100 | |
| Koy Porvoon Haarapääskyntie | Finland | Subsidiary | 2951666‐8 | 100 | Koy Vaasan Vanhan Vaasankatu | Finland | Subsidiary | 2882784‐3 | 100 | |
| Koy Porvoon Peippolankuja | Finland | Subsidiary | 2588814‐9 | 100 | Koy Valkeakosken Juusontie | Finland | Subsidiary | 3244769-1 | 100 | |
| Koy Porvoon Vanha Kuninkaantie | Finland | Subsidiary | 2746305‐6 | 100 | Koy Vantaan Asolantie 14 | Finland | Subsidiary | 2319120-9 | 100 | |
| Koy Raahen Kirkkokatu | Finland | Subsidiary | 3143874-2 | 100 | Koy Vantaan Haravakuja | Finland | Subsidiary | 3331473-5 | 100 | |
| Koy Raahen Palokunnanhovi | Finland | Subsidiary | 2326426‐0 | 100 | Koy Vantaan Koetilankatu | Finland | Subsidiary | 2656382‐1 | 100 | |
| Koy Raahen Vihastenkarinkatu | Finland | Subsidiary | 2917887-3 | 100 | Koy Vantaan Koivukylän Puistotie | Finland | Subsidiary | 2933844‐3 | 100 | |
| Koy Raision Tenavakatu | Finland | Subsidiary | 2553772‐8 | 100 | Koy Vantaan Mesikukantie | Finland | Subsidiary | 2755333‐4 | 100 | |
| Koy Riihimäen Jyrätie | Finland | Subsidiary | 2956737-7 | 100 | Koy Vantaan Punakiventie | Finland | Subsidiary | 2675834‐6 | 100 | |
| Koy Rovaniemen Gardininkuja | Finland | Subsidiary | 3100848-6 | 100 | Koy Vantaan Tuovintie | Finland | Subsidiary | 2711240‐8 | 100 | |
| Koy Rovaniemen Koulukaari | Finland | Subsidiary | 3239963-4 | 100 | Koy Vantaan Vuohirinne | Finland | Subsidiary | 2691248‐9 | 100 | |
| Koy Rovaniemen Mäkiranta | Finland | Subsidiary | 2994385-4 | 100 | Koy Vihdin Hiidenrannantie | Finland | Subsidiary | 2616455‐6 | 100 | |
| Koy Rovaniemen Matkavaarantie | Finland | Subsidiary | 2838821‐1 | 100 | Koy Vihdin Vanhan sepäntie | Finland | Subsidiary | 2625959‐8 | 100 | |
| Koy Rovaniemen Muonakuja | Finland | Subsidiary | 3110312-5 | 100 | Koy Ylivieskan Mikontie 1 | Finland | Subsidiary | 2850860‐7 | 100 | |
| Koy Rovaniemen Rakkakiventie | Finland | Subsidiary | 2865638-6 | 100 | Koy Ylivieskan Ratakatu 12 | Finland | Subsidiary | 2850859‐4 | 100 | |
| Koy Rovaniemen Ritarinne | Finland | Subsidiary | 2754616‐9 | 100 | Koy Ylöjärven Työväentalontie | Finland | Subsidiary | 2690219‐2 | 100 | |
| Koy Rovaniemen Santamäentie | Finland | Subsidiary | 3008789-9 | 100 | Majakka Kiinteistöt Oy | Finland | Subsidiary | 2760856-9 | 100 |
| NAME | Country | Category | Register of | Capital held | ||
|---|---|---|---|---|---|---|
| corporations | (in %) | |||||
| Hoivatilat AB | Sweden ⁹ | Subsidiary | 559169-2461 | 100 | ||
| Contents | Hoivatilat Holding AB | Sweden | Subsidiary | 559192-8311 | 100 | |
| Hoivatilat Holding 2 AB | Sweden | Subsidiary | 559204-7426 | 100 | ||
| Hoivatilat Holding 3 AB | Sweden | Subsidiary | 559296-1519 | 100 | ||
| Spaces for connection | Hoivatilat Holding 4 AB | Sweden | Subsidiary | 559301-4979 | 100 | |
| Hoivatilat Holding 5 AB | Sweden | Subsidiary | 559318-8286 | 100 | ||
| Älmhult Kunskapsgatan AB | Sweden | Subsidiary | 559149-1732 | 100 | ||
| This is Aedifica | Enköping Hässlinge LSS boende AB | Sweden | Subsidiary | 559152-2247 | 100 | |
| Fanna 24:19 AB | Sweden | Subsidiary | 559252-4788 | 100 | ||
| Strategy & value creation | Förskola Kalleberga AB | Sweden | Subsidiary | 559204-7392 | 100 | |
| Förskola Mesta 6:56 AB | Sweden | Subsidiary | 559195-0570 | 100 | ||
| Gråmunkehöga LSS boende AB | Sweden | Subsidiary | 559131-8877 | 100 | ||
| Business review | Heby LSS boende AB | Sweden | Subsidiary | 559073-5634 | 100 | |
| Hoivatilat Projekt 1 AB | Sweden | Subsidiary | 559376-5968 | 100 | ||
| Huddinge Svartviksvägen Förskola AB | Sweden | Subsidiary | 559283-2595 | 100 | ||
| Corporate governance statement | Laholm Nyby LSS boende AB | Sweden | Subsidiary | 559149-6335 | 100 | |
| Lidingö Islinge Förskola AB | Sweden | Subsidiary | 559376-5935 | 100 | ||
| Norrtälje Östhamra Förskola AB | Sweden | Subsidiary | 559180-2078 | 100 | ||
| Risk factors | Nyköping Anderbäck LSS boende AB | Sweden | Subsidiary | 559150-0979 | 100 | |
| Nyköping Bergshammar LSS boende AB | Sweden | Subsidiary | 559205-6872 | 100 | ||
| Financial statements |
Nynäshamn Skola Sittesta AB | Sweden | Subsidiary | 559087-5604 | 100 | |
| Örebro Hovsta Gryt LSS boende AB | Sweden | Subsidiary | 559152-7147 | 100 | ||
| Örebro Törsjö LSS boende AB | Sweden | Subsidiary | 559163-1931 | 100 | ||
| Additional information | Oskarshamn Emmekalv LSS boende AB | Sweden | Subsidiary | 559163-3788 | 100 | |
| Österåker Singö LSS boende AB | Sweden | Subsidiary | 559196-9786 | 100 | ||
| Staffanstorp Borggård 1:553 AB | Sweden | Subsidiary | 559346-7144 | 100 | ||
| Strängnäs Bivägen AB | Sweden | Subsidiary | 559232-8685 | 100 | ||
| Tierp LSS boende AB | Sweden | Subsidiary | 559218-2876 | 100 | ||
| Upplands Väsby Havregatan Förskola AB | Sweden | Subsidiary | 559234-9079 | 100 | ||
| Uppsala Almungeberg 1 LSS boende AB | Sweden | Subsidiary | 559131-1468 | 100 | ||
| Uppsala Almungeberg 2 LSS boende AB | Sweden | Subsidiary | 559150-0938 | 100 | ||
| Uppsala Bälinge Lövsta1 LSS boende AB | Sweden | Subsidiary | 556908-5391 | 100 | ||
| Uppsala Bälinge Lövsta2 LSS boende AB | Sweden | Subsidiary | 556864-9460 | 100 | 1. With the exception of Immobe NV (located at Avenue Louise 331 in 1050 Brussels (Belgium)), all Belgian companies |
|
| Uppsala Norby LSS boende AB | Sweden | Subsidiary | 559376-5976 | 100 | are located at Rue Belliard 40 box 11 in 1040 Brussels (Belgium). | |
| Uppsala Sunnersta LSS boende AB | Sweden | Subsidiary | 556900-2024 | 100 | 2. All German companies are located at Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany). 3. All Luxembourg companies are located at rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg). |
|
| 4. All Dutch companies are located at Amstelplein 54, 1096 BC Amsterdam (Netherlands). |
||||||
| Vallentuna Västlunda LSS boende AB | Sweden | Subsidiary | 559152-7139 | 100 | 5. All Jersey companies are located at 47 Esplanade in St. Helier JE1 0BD (Jersey). |
|
| Växjö LSS boende AB | Sweden | Subsidiary | 559190-6267 | 100 | 6. All UK companies are located at 13 Hanover Square, London, England, W1S 1HN (United Kingdom). |
|
| Aedifica Ireland Ltd | Ireland ¹⁰ | Subsidiary | 683400 | 100 | 7. All UK JO companies are located Westcourt, Gelderd Road, Leeds, England, LS12 6DB (United Kingdom). |
|
| Edge Fusion Ltd | Ireland | Subsidiary | 614415 | 100 | 8. All Finnish companies are located at Kasarmintie 21, 90130 Oulu (Finland). |
|
| Enthree Ltd | Ireland | Subsidiary | 683028 | 100 | 9. All Swedish companies are located at Svärdvägen 21, 18233 Danderyd (Sweden). |
|
| JKP Nursing Home Ltd | Ireland | Subsidiary | 483964 | 100 | 10. All Irish companies are located at 29 Earlsfort Terrace, Dublin 2, Ireland D02 AY28 (Ireland). | |
| Millennial Generation Ltd | Ireland | Subsidiary | 607665 | 100 | 11. All Spanish companies are located at Travessera de Gràcia 11, 5ª pl., 08021 Barcelona (Spain). | |
| Prudent Capital Ltd | Ireland | Subsidiary | 562309 | 100 | 12. The residual 75% is held by an investor that is unrelated to Aedifica. | |
| Solcrea Ltd | Ireland | Subsidiary | 614470 | 100 | 13. The residual 6% is held by an investor that is unrelated to Aedifica. | |
| AED RE Espana 1 SLU | Spain ¹¹ | Subsidiary | B16839649 | 100 | 14. The residual 50% is held by a partner that is unrelated to Aedifica. | |
| AED RE Espana 2 SLU | Spain | Subsidiary | B91643411 | 100 | 15. The residual 25% is held by a partner that is unrelated to Aedifica. |
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|
| Consolidated debt-to-assets ratio (max. 65%) | |||
| Non-current financial debts | 1,958,750 | 2,017,256 | |
| Other non-current financial liabilities (except for hedging instruments) | + | 81,183 | 78,374 |
| Trade debts and other non-current debts | + | 250 | 375 |
| Current financial debts | + | 321,549 | 435,164 |
| Other current financial liabilities (except for hedging instruments) | + | 2,798 | 3,487 |
| Trade debts and other current debts | + | 57,177 | 66,853 |
| Total liabilities according to the Royal Decree of 13 July 2014 | = | 2,421,707 | 2,601,509 |
| Total assets | 6,176,811 | 6,085,540 | |
| Hedging instruments | - | -73,924 | -123,219 |
| Total assets according to the Royal Decree of 13 July 2014 | = | 6,102,887 | 5,962,321 |
| Debt-to-assets ratio (in %) | 39.68% | 43.63% | |
| Additional debt capacity - debt ratio at 60% | 1,240,025 | 975,884 | |
| Additional debt capacity - debt ratio at 65% | 1,545,170 | 1,274,000 |
Prohibition to invest more than 20% of assets in real estate assets that form a single property
At 31 December 2023, the largest group of assets operated by the same tenant represents 10% of the consolidated group assets and is operated by Clariane (formerly known as the Korian group).
Aedifica's properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, Savills Advisory Services Germany GmbH & Co. KG, C&W (U.K.) LLP German Branch, Cushman & Wakefield Netherlands BV, CBRE Valuation & Advisory Services BV, Knight Frank LLP, REnium Advisors Oy, Cushman & Wakefield Sweden AB, CBRE Advisory (IRL) Limited and Jones Lang LaSalle España SA.
In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented and broken down as follows:
| (x €1,000) | 31/12/2023 | 31/12/2022 | |||||
|---|---|---|---|---|---|---|---|
| Category | Level | Book value | Fair value | Book value | Fair value | ||
| Non-current assets | |||||||
| Non-current financial assets | 98,665 | 98,665 | 132,322 | 132,322 | |||
| a. Hedges | C | 2 | 73,924 | 73,924 | 123,219 | 123,219 | |
| b. Other | A | 2 | 24,741 | 24,741 | 9,103 | 9,103 | |
| Equity-accounted investments |
C | 2 | 35,985 | 35,985 | 40,824 | 40,824 | |
| Current assets | |||||||
| Trade receivables | A | 2 | 23,290 | 23,290 | 23,577 | 23,577 | |
| Tax receivables & other | A | 2 | 9,384 | 9,384 | 10,273 | 10,273 | |
| current assets | |||||||
| Cash and cash equivalents | A | 1 | 18,253 | 18,253 | 13,891 | 13,891 | |
| Non-current liabilities | |||||||
| Non-current financial debts Other non-current financial liabilities |
A | 2 | -1,958,750 | -1,830,018 | -2,017,256 | -1,811,083 | |
| a. Authorised hedges | C | 2 | -9,760 | -9,760 | -3,858 | -3,858 | |
| b. Other | A | 2 | -81,183 | -81,183 | -78,374 | -78,374 | |
| Trade debts and other non current debts |
A | 2 | -251 | -251 | -375 | -375 | |
| Current liabilities | |||||||
| Current financial debts | A | 2 | -321,549 | -321,549 | -435,164 | -435,164 | |
| Trade debts & other current debts |
A | 2 | -57,177 | -57,177 | -66,853 | -66,853 | |
| Other current financial liabilities |
A | 2 | -2,798 | -2,798 | -3,487 | -3,487 |
These categories follow the classification specified by IFRS 9:
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.
Corporate governance statement
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 & Co KG, 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).
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 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
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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Marketable investment properties | 5,529,564 | 5,365,071 |
| + Right of use of plots of land | 73,172 | 70,335 |
| + Development projects | 168,950 | 184,295 |
| + Land reserve | 18,671 | - |
| Investment properties | 5,790,357 | 5,619,701 |
| + Assets classified as held for sale | 58,158 | 84,033 |
| Investment properties including assets classified as held for sale, or real estate portfolio |
5,848,515 | 5,703,734 |
| - Development projects | -168,950 | -184,295 |
| Marketable investment properties including assets classified as held for sale*, or investment properties portfolio |
5,679,565 | 5,519,439 |
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.
| (x €1,000) | 01/01/2023 - 31/12/2023 |
01/01/2022 - 31/12/2022 |
|---|---|---|
| Rental income | 314,174 | 273,132 |
| - Scope changes | -36,939 | -9,546 |
| = Rental income on a like-for-like basis* | 277,235 | 263,586 |
Corporate governance statement
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.
| 31/12/2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (x €1,000) | BE | DE | NL | UK | FI | SE | IE | ES | Non-allocated | TOTAL |
| SEGMENT RESULT | ||||||||||
| Rental income (a) Net rental income (b) |
73,250 72,700 |
61,160 60,969 |
38,203 38,186 |
64,793 64,439 |
54,269 54,247 |
4,226 4,226 |
18,006 18,006 |
267 267 |
- - |
314,174 313,040 |
| Property result (c) | 72,691 | 60,955 | 38,148 | 64,434 | 54,249 | 4,187 | 18,007 | 267 | - | 312,938 |
| Property operating result (d) OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
71,307 71,307 |
58,457 58,457 |
35,793 35,793 |
61,758 61,758 |
52,677 52,677 |
3,784 3,784 |
17,757 17,757 |
188 188 |
- -35,911 |
301,721 265,810 |
| Operating margin (d)/(b) EBIT margin (e)/(b) Operating charges* (e)-(b) |
96.4% 84.9% 47,230 |
|||||||||
| 31/12/2022 | ||||||||||
| (x €1,000) | BE | DE | NL | UK | FI | SE | IE | ES | Non-allocated | TOTAL |
| SEGMENT RESULT | ||||||||||
| Rental income (a) Net rental income (b) |
67,432 67,080 |
56,738 56,369 |
33,571 32,884 |
57,472 57,324 |
44,725 44,695 |
3,917 3,914 |
9,245 9,245 |
32 32 |
- - |
273,132 271,543 |
| Property result (c) | 67,092 | 56,295 | 32,928 | 57,318 | 45,180 | 3,763 | 9,245 | 32 | - | 271,853 |
| Property operating result (d) OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
66,448 66,448 |
54,745 54,745 |
30,883 30,883 |
55,359 55,359 |
42,624 42,624 |
3,435 3,435 |
9,107 9,107 |
32 32 |
- -32,959 |
262,633 229,674 |
Operating margin* (d)/(b) 96.7% EBIT margin* (e)/(b) 84.6% Operating charges* (e)-(b) 41,869
Corporate governance statement
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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| XX. Financial income | 3,006 | 1,606 |
| XXI. Net interest charges | -45,004 | -30,651 |
| XXII. Other financial charges | -5,181 | -7,194 |
| Financial result excl. changes in fair value of financial instruments* | -47,179 | -36,239 |
Aedifica uses the Interest Cover Ratio* to measure its ability to meet interest payments obligations related to debt financing and should be at least equal to 2.0x. However, this performance measure is not defined under IFRS. The ICR* is calculated based on the definition set out in the prospectus of Aedifica's Sustainability Bond: 'Operating result before result on the portfolio' (lines I to XV of the consolidated income statement) divided by 'Net interest charges' (line XXI) on a 12-month rolling basis.
| (x €1,000) | 01/01/2023 - 31/12/2023 |
01/01/2022- 31/12/2022 |
|---|---|---|
| Operating result before result on portfolio | 265,810 | 229,674 |
| XXI. Net interest charges | -45,004 | -30,651 |
| The interest cover ratio | 5.9 | 7.5 |
Aedifica uses average cost of debt* and average cost of debt* (incl. commitment fees) to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised net interest charges deducted by reinvoiced interests and IFRS 16 (and commitment fees) divided by weighted average financial debts.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Weighted average financial debts (a) | 2,395,149 | 2,263,976 |
| XXI. Net interest charges | -45,004 | -30,651 |
| Reinvoiced interests (incl. in XX. Financial income) | 2,181 | 1,183 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | 1,393 | 951 |
| Annualised net interest charges (b) | -41,430 | -28,517 |
| Average cost of debt* (b)/(a) | 1.7% | 1.3% |
| Commitment fees (incl. in XXII. Other financial charges) | -3,514 | -3,437 |
| Annualised net interest charges (incl. commitment fees) (c) | -44,944 | -31,954 |
| Average cost of debt* (incl. commitment fees) (c)/(a) | 1.9% | 1.4% |
This APM indicates how long a company would have to operate at its current level to pay off all its debts. It is calculated by dividing net financial debts, i.e., long-term and current financial debts minus cash and cash equivalents (numerator) by the EBITDA of the past twelve months (TTM) (denominator). EBITDA is the operating result before result on portfolio plus depreciation and amortisation.
| (x €1,000) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Non-current and current financial debts | 2,280,299 | 2,452,420 |
| - Cash and cash equivalents | -18,253 | -13,891 |
| Net debt (IFRS) | 2,262,046 | 2,438,529 |
| Operating result before result on portfolio (TTM) 1 | 265,810 | 229,674 |
| + Depreciation and amortisation of other assets (TTM) 1 | 2,180 | 1,868 |
| EBITDA (IFRS) | 267,990 | 231,542 |
| Net Debt / EBITDA | 8.4 | 10.5 |
Corporate governance statement
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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Equity attributable to owners of the parent | 3,575,862 | 3,282,785 |
| - Effect of the distribution of the dividend 2022 | 0 | -141,163 |
| Sub-total excl. effect of the distribution of the dividend 2022 | 3,575,862 | 3,141,622 |
| - Effect of the changes in fair value of hedging instruments | -63,908 | -118,908 |
| Equity excl. changes in fair value of hedging instruments* | 3,511,954 | 3,022,714 |
Aedifica supports reporting standardisation, which has been designed to improve the quality and comparability of information. The Group supplies its investors with most of the information recommended by EPRA (see also the 'Reporting according to EPRA standards' chapter of this Annual Report on pages 180- 191). The following indicators are considered APMs and are calculated in the aforementioned EPRA chapter:
Corporate governance statement
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.
The mandatory distribution in the REIT legislation only relates to the adjusted net result as shown in the REIT's statutory annual accounts (prepared in accordance with IFRS). The FSMA circular of 2 July 2020 allows various accounting options to recognise subisdiaries in the statutory accounts. Currently, Aedifica has opted for the 'at cost' model to account for its subsidiaries. This means that dividends are recognised in the statutory financial statements when the REIT's right to receive them is established (IAS 27.12). This implies that the dividends received are then included in the REIT's net income for the year and, consequently, in the distribution obligation.
| (x €1,000) | 31/12/2022 | ||
|---|---|---|---|
| I. | Rental income | 31/12/2023 105,007 |
98,417 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 |
| III. | Rental-related charges | -630 | -584 |
| Net rental income | 104,377 | 97,833 | |
| IV. | Recovery of property charges | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
1,950 | 1,613 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 |
| VII. | Charges and taxes not recovered by the tenant on let properties | -1,954 | -1,635 |
| VIII. | Other rental-related income and charges | -8 | 31 |
| Property result | 104,365 | 97,842 | |
| IX. | Technical costs | -1,136 | -275 |
| X. | Commercial costs | 0 | 0 |
| XI. | Charges and taxes on unlet properties | -6 | -6 |
| XII. | Property management costs | 1,190 | 582 |
| XIII. | Other property charges | -200 | 0 |
| Property charges | -152 | 301 | |
| Property operating result | 104,213 | 98,143 | |
| XIV. | Overheads | -19,133 | -18,840 |
| XV. | Other operating income and charges | 1,812 | 19 |
| Operating result before result on portfolio | 86,892 | 79,322 | |
| XVI. | Gains and losses on disposals of investment properties | -553 | 410 |
| XVII. | Gains and losses on disposals of other non-financial assets | 0 | 1 |
| XVIII. | Changes in fair value of investment properties | -64,365 | 44,256 |
| XIX. | Other result on portfolio | -8,555 | 2,946 |
| Operating result | 13,419 | 126,935 | |
| XX. | Financial income | 145,007 | 109,708 |
| XXI. | Net interest charges | -39,502 | -30,336 |
| XXII. | Other financial charges | -4,888 | -8,772 |
| XXIII. | Changes in fair value of financial assets and liabilities Net finance costs |
-49,098 51,518 |
121,058 191,658 |
| XXIV. | Share in the profit or loss of associates and joint ventures | -1,407 | -132 |
| accounted for using the equity method | |||
| Profit before tax (loss) | 63,530 | 318,461 | |
| XXV. | Corporate tax and deferred taxes | -997 | -8,999 |
| XXVI. | Exit tax | 88 | 0 |
| Tax expense | -909 | -8,999 | |
| Profit (loss) | 62,621 | 309,462 | |
| Basic earnings per share (€) | 1.43 | 8.12 | |
| Diluted earnings per share (€) | 1.43 | 8.12 |
Corporate governance statement
| (x €1,000) | 31/12/2023 | 31/12/2022 | ||
|---|---|---|---|---|
| I. II. |
Profit (loss) Other comprehensive income recyclable under the income statement |
62,621 | 309,462 | |
| 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 1 |
-2,293 | 17,972 | |
| D. | Currency translation differences linked to conversion of foreign activities |
0 | 0 | |
| H. | Other comprehensive income, net of taxes 2 | -2,484 | 3,688 | |
| Comprehensive income | 57,844 | 331,122 |
| ASSETS | 31/12/2023 | 31/12/2022 |
|---|---|---|
| (x €1,000) | ||
| I. Non-current assets |
||
| A. Goodwill |
0 | 0 |
| B. Intangible assets |
1,531 | 1,637 |
| C. Investment properties |
1,855,974 | 1,864,902 |
| D. Other tangible assets |
1,513 | 1,516 |
| E. Non-current financial assets |
3,184,283 | 3,009,314 |
| F. Finance lease receivables |
0 | 0 |
| G. Trade receivables and other non-current assets |
0 | 0 |
| H. Deferred tax assets |
2,485 | 2,028 |
| Total non-current assets | 5,045,786 | 4,879,397 |
| II. Current assets |
||
| A. Assets classified as held for sale |
11,612 | 31,637 |
| B. Current financial assets |
0 | 0 |
| C. Finance lease receivables |
0 | 0 |
| D. Trade receivables |
10,259 | 12,538 |
| E. Tax receivables and other current assets |
419,189 | 437,399 |
| F. Cash and cash equivalents |
2,735 | 1,086 |
| G. Deferred charges and accrued income |
18,025 | 6,839 |
| Total current assets | 461,820 | 489,499 |
| TOTAL ASSETS | 5,507,606 | 5,368,896 |
Corporate governance statement
| EQUITY AND LIABILITIES | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|
| (x €1,000) | |||
| EQUITY | |||
| A. | Capital | 1,203,638 | 1,006,881 |
| B. | Share premium account | 1,719,001 | 1,516,108 |
| C. | Reserves | 484,463 | 320,941 |
| a. Legal reserve | 0 | 0 | |
| b. Reserve for the balance of changes in fair value of investment properties |
266,180 | 218,652 | |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
4,344 | 8,945 | |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
111,144 | -7,836 | |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-4,470 | -444 | |
| g. Foreign currency translation reserves | 0 | 0 | |
| h. Reserve for treasury shares | -31 | -31 | |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
-244 | -99 | |
| k. Reserve for deferred taxes on investment properties located abroad | -13,846 | -7,361 | |
| m. Other reserves | -3,277 | 251 | |
| n. Result brought forward from previous years | 116,170 | 99,805 | |
| share NI & OCI of equity method invest o. Reserve- |
8,493 | 9,059 | |
| D. | Profit (loss) of the year | 62,621 | 309,462 |
| TOTAL EQUITY | 3,469,723 | 3,153,392 |
| EQUITY AND LIABILITIES | 31/12/2023 | 31/12/2022 | |
|---|---|---|---|
| (x €1,000) | |||
| LIABILITIES | |||
| I. | Non-current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Non-current financial debts | 1,698,085 | 1,747,809 |
| a. Borrowings | 906,250 | 970,952 | |
| c. Other | 791,835 | 776,857 | |
| C. | Other non-current financial liabilities | 16,309 | 7,444 |
| a. Authorised hedges | 9,760 | 3,858 | |
| b. Other | 6,549 | 3,586 | |
| D. | Trade debts and other non-current debts | 0 | 0 |
| E. | Other non-current liabilities | 0 | 0 |
| F. | Deferred tax liabilities | 15,264 | 17,370 |
| Non-current liabilities | 1,729,658 | 1,772,623 | |
| II. | Current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Current financial debts | 286,883 | 417,164 |
| a. Borrowings | 70,283 | 165,164 | |
| c. Other | 216,600 | 252,000 | |
| C. | Other current financial liabilities | 762 | 561 |
| D. | Trade debts and other current debts | 13,338 | 16,013 |
| a. Exit tax | 44 | 0 | |
| b. Other | 13,294 | 16,013 | |
| E. | Other current liabilities | 0 | 0 |
| F. | Accrued charges and deferred income | 7,242 | 9,143 |
| Total current liabilities | 308,225 | 442,881 | |
| TOTAL LIABILITIES | 2,037,883 | 2,215,504 | |
| TOTAL EQUITY AND LIABILITIES | 5,507,606 | 5,368,896 |
Corporate governance statement
| (x €1,000) | 01/01/2022 | Capital increase in cash |
Capital increase in kind |
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 |
31/12/2022 |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 917,101 | 74,131 | 15,649 | 0 | 0 | 0 | 0 | 0 | 0 | 1,006,881 |
| Share premium account | 1,301,002 | 177,291 | 37,816 | 0 | 0 | 0 | 0 | 0 | -1 | 1,516,108 |
| Reserves | 219,634 | 0 | 0 | -31 | 21,661 | 79,679 | 0 | 0 | -1 | 320,941 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
189,877 | 0 | 0 | 0 | 0 | 29,026 | -251 | 0 | 0 | 218,652 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-12,784 | 0 | 0 | 0 | 21,760 | -31 | 0 | 0 | 0 | 8,945 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-23,820 | 0 | 0 | 0 | 0 | 15,984 | 0 | 0 | 0 | -7,836 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
70 | 0 | 0 | 0 | 0 | -514 | 0 | 0 | 0 | -444 |
| g. Foreign currency translation reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| h. Reserve for treasury shares | 0 | 0 | 0 | -31 | 0 | 0 | 0 | 0 | 0 | -31 |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
0 | 0 | 0 | 0 | -99 | 0 | 0 | 0 | 0 | -99 |
| k. Reserve for deferred taxes on investment properties located abroad |
-6,240 | 0 | 0 | 0 | 0 | -1,121 | 0 | 0 | 0 | -7,361 |
| m. Other reserves | 3,014 | 0 | 0 | 0 | 0 | -3,014 | 251 | 0 | 0 | 251 |
| n. Result brought forward from previous years | 63,622 | 0 | 0 | 0 | 0 | 36,184 | 0 | 0 | -1 | 99,805 |
| o. Reserve- share NI & OCI of equity method invest |
5,894 | 0 | 0 | 0 | 0 | 3,165 | 0 | 0 | 0 | 9,059 |
| Profit (loss) | 198,174 | 0 | 0 | 0 | 309,462 | -198,174 | 0 | 0 | 0 | 309,462 |
| TOTAL EQUITY | 2,635,911 | 251,422 | 53,465 | -31 | 331,123 | -118,495 | 0 | 0 | -2 | 3,153,392 |
Corporate governance statement
| (x €1,000) | 01/01/2023 | Capital increase in cash |
Capital increase in kind |
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 |
31/12/2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,006,881 | 186,845 | 9,913 | 0 | 0 | 0 | 0 | 0 | -1 | 1,203,638 |
| Share premium account | 1,516,108 | 187,364 | 15,529 | 0 | 0 | 0 | 0 | 0 | 0 | 1,719,001 |
| Reserves | 320,941 | 0 | 0 | 0 | -4,777 | 168,299 | 0 | 0 | 0 | 484,463 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
218,652 | 0 | 0 | 0 | 0 | 44,251 | 3,277 | 0 | 0 | 266,180 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
8,945 | 0 | 0 | 0 | -4,635 | 34 | 0 | 0 | 0 | 4,344 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-7,836 | 0 | 0 | 0 | 0 | 118,980 | 0 | 0 | 0 | 111,144 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-444 | 0 | 0 | 0 | 0 | -4,026 | 0 | 0 | 0 | -4,470 |
| g. Foreign currency translation reserves |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| h. Reserve for treasury shares | -31 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -31 |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
-99 | 0 | 0 | 0 | -145 | 0 | 0 | 0 | 0 | -244 |
| k. Reserve for deferred taxes on investment properties located abroad |
-7,361 | 0 | 0 | 0 | 0 | -6,485 | 0 | 0 | 0 | -13,846 |
| m. Other reserves | 251 | 0 | 0 | 0 | 0 | -251 | -3,277 | 0 | 0 | -3,277 |
| n. Result brought forward from previous years | 99,805 | 0 | 0 | 0 | 3 | 16,362 | 0 | 0 | 0 | 116,170 |
| o. Reserve- share NI & OCI of equity method invest |
9,059 | 0 | 0 | 0 | 0 | -566 | 0 | 0 | 0 | 8,493 |
| Profit (loss) | 309,462 | 0 | 0 | 0 | 62,621 | -309,462 | 0 | 0 | 0 | 62,621 |
| TOTAL EQUITY | 3,153,392 | 374,209 | 25,442 | 0 | 57,844 | -141,163 | 0 | 0 | -1 | 3,469,723 |
Corporate governance statement
The main variation in result appropriation relates to the change in the fair value of financial instruments (see comments on corrected profit) and the decrease in deferred taxes due to the decrease in fair value of assets.
| PROPOSED APPROPRIATION | 31/12/2023 | 31/12/2022 |
|---|---|---|
| (x €1,000) | ||
| A. Profit (loss) | 62,621 | 309,462 |
| B. Transfer to/from the reserves | -96,684 | 151,937 |
| 1. Transfer to/from the reserve of the (positive or negative) balance of | -52,438 | 44,252 |
| changes in fair value of investment properties (-/+) | ||
| 2. Transfer to/from the reserve of the estimated transaction costs | 0 | 0 |
| resulting from hypothetical disposal of investment properties (-/+) | ||
| 3. Transfer to the reserve of the balance of the changes in fair value of | 0 | 0 |
| authorised cash flow hedging instruments qualifying for hedge | ||
| accounting (-) | ||
| 4. Transfer to the reserve of the balance of the changes in fair value of | 0 | 34 |
| authorised cash flow hedging instruments qualifying for hedge | ||
| accounting (+) | ||
| 5. Transfer to the reserve of the balance of the changes in fair value of | -48,991 | 0 |
| authorised cash flow hedging instruments not qualifying for hedge | ||
| accounting (-) | ||
| 6. Transfer to the reserve of the balance of the changes in fair value of | 0 | 118,980 |
| authorised cash flow hedging instruments not qualifying for hedge | ||
| accounting (+) | ||
| 7. Transfer to/from the reserve of the balance of currency translation | 596 | -4,027 |
| differences on monetary assets and liabilities (-/+) | ||
| 8. Transfer to the reserve of the fiscal latencies related to investment | 2,562 | -6,485 |
| properties abroad (-/+) | ||
| 9. Transfer to the reserve of the received dividends aimed at the | 0 | 0 |
| reimbursement of financial debts (-/+) | ||
| 10. Transfer to/from other reserves (-/+) | 3,277 | -251 |
| 11. Transfer to/from the result carried forward of the previous years (-/+) | 0 | 0 |
| 12. Transfer to the reserve- share NI & OCI of equity method invest | -1,690 | -566 |
| C. Remuneration of the capital provided in article 13, § 1, para. 1 | 149,061 | 123,830 |
| D. Remuneration of the capital - other than C Proposed remuneration of the capital (C + D) |
17,615 166,676 |
17,333 141,163 |
| Result to be carried forward | -7,371 | 16,362 |
| SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE 7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE |
31/12/2023 | 31/12/2022 |
|---|---|---|
| (x €1,000) | ||
| Paid-up capital or, if greater, subscribed capital (+) Share premium account unavailable for distribution according to the Articles of Association (+) |
1,203,638 565,068 |
1,006,881 565,068 |
| Reserve for positive balance of changes in fair value of investment properties (+) |
213,742 | 262,903 |
| Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS (+/-) |
4,344 | 8,979 |
| Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS (+/-) |
62,153 | 111,144 |
| Reserve of the balance of currency translation differences on monetary assets and liabilities (+) |
0 | 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 | 6,804 | 8,493 |
| Legal reserve (+) | 0 | 0 |
| Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and Associations Code |
2,055,749 | 1,963,468 |
| Net asset | 3,469,723 | 3,153,392 |
| Interim dividend | 0 | 0 |
| Final dividend | -166,676 | -141,163 |
| Net asset after distribution | 3,303,047 | 3,012,229 |
| Headroom after distribution | 1,247,298 | 1,048,761 |
Corporate governance statement
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) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| Profit (loss) | 62,621 | 309,462 |
| Depreciation | 970 | 797 |
| Write-downs | 629 | 618 |
| Other non-cash items | 57,220 | -111,395 |
| Gains and losses on disposals of investment properties | 553 | -410 |
| Changes in fair value of investment properties | 64,334 | -44,284 |
| Roundings | 0 | 0 |
| Corrected profit | 186,327 | 154,788 |
| Denominator° (in shares) | 43,862,078 | 38,152,107 |
| CORRECTED PROFIT PER SHARE° (in € per share) | 4.25 | 4.06 |
| Interim dividend | 0 | 0 |
| Final dividend | 166,676 | 141,163 |
| Total proposed dividend | 166,676 | 141,163 |
| PAY-OUT RATIO (MIN. 80%) | 89% | 91% |
The main change compared to last year's profit correction relates to other non-cash items, and more specifically to the negative fair value of financial instruments hedging variable interest rate risk. Due to the decreased interest rates at year-end, the value of those instruments decreased significantly in 2023.
The other notable change is the negative fair value of the investment propertiesin 2023 compared to a positive fair value in 2022 (see note 11 for more details).
| (x €1,000) | Equity as at 31/12/2023 |
Proposed result's appropriation |
Equity as at 31/12/2023 after proposed result's appropriation |
|---|---|---|---|
| Capital | 1,203,638 | 0 | 1,203,638 |
| Share premium account | 1,719,001 | 0 | 1,719,001 |
| Reserves | 484,463 | 62,621 | 547,084 |
| a. Legal reserve | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
266,180 | -52,438 | 213,742 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
4,344 | 0 | 4,344 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
111,144 | -48,991 | 62,153 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-4,470 | 596 | -3,874 |
| g. Foreign currency translation reserves | 0 | 0 | 0 |
| h. Reserve for treasury shares | -31 | 0 | -31 |
| j. Reserve for actuarial gains and losses of defined benefit pension plans |
-244 | 0 | -244 |
| k. Reserve for deferred taxes on investment properties located abroad |
-13,846 | 2,562 | -11,284 |
| m. Other reserves | -3,277 | 3,277 | 0 |
| n. Result brought forward from previous years | 116,170 | 159,305 | 275,475 |
| o. Reserve- share NI & OCI of equity method invest |
8,493 | -1,690 | 6,803 |
| Profit (loss) | 62,621 | -62,621 | 0 |
| TOTAL EQUITY | 3,469,723 | 0 | 3,469,723 |
Corporate governance statement
1. Reporting according to EPRA standards pages 180 > 191
2. Summary of investment properties pages 192-209
3. External verification pages 210-222
4. Standing documents pages 223-235
5. EPRA sBPR content table pages 236
6. GRI content index pages 236-237
7. Statements pages 239-240
8. Glossary pages 241
Corporate governance statement
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.
As at 31 December 2023, Aedifica was included in the EPRA Europe index with a weighting of approx. 1.5% and in the EPRA Belgium index with a weighting of approx. 18.2%.
In September 2023, Aedifica received an 9th consecutive 'EPRA BPR Gold Award' for its Annual Financial Report (financial year 2022), thus remaining in the leading group of European companies evaluated by EPRA.
| 31/12/2023 | 31/12/2022 | |||
|---|---|---|---|---|
| EPRA Earnings* | Earnings from operational activities. EPRA Earnings* represent the profit (attributable to owners of the Parent) after | x €1,000 | 219,579 | 181,386 |
| corrections recommended by the EPRA. | € / share | 5.02 | 4.76 | |
| EPRA Net Reinstatement Value* | 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. The EPRA NRV* assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity. |
x €1,000 | 4,002,279 | 3,515,088 |
| € / share | 84.17 | 88.20 | ||
| EPRA Net Tangible Assets* | 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. The EPRA NTA* assumes that the Company acquires and sells |
x €1,000 | 3,527,234 | 3,035,653 |
| assets, which would result in the realisation of certain unavoidable deferred taxes. | € / share | 74.18 | 76.17 | |
| EPRA Net Disposal Value* | 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. The 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 |
x €1,000 | 3,585,631 | 3,203,353 |
| of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. | € / share | 75.41 | 80.37 | |
| EPRA Net Initial Yield (NIY) | 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. |
% | 5.3% | 4.9% |
| EPRA Topped-up NIY | 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. |
% | 5.4% | 5.1% |
| EPRA Vacancy Rate | Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio. | % | 0.1% | 0.4% |
| EPRA Cost Ratio (including direct vacancy costs)* | Administrative & operating costs (including costs of direct vacancy) divided by gross rental income. | % | 15.4% | 15.9% |
| EPRA Cost Ratio (excluding direct vacancy costs)* | Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income. | % | 15.4% | 15.9% |
| EPRA LTV* | The EPRA LTV* represents the Company's indebtedness compared to the market value of its assets. | % | 39.1% | 43.4% |
| Contents | |
|---|---|
| x €1,000 | |
| Spaces for connection | Adjustments to calculate EPRA Earnings*, exclude: |
| This is Aedifica | |
| Strategy & value creation | |
| Business review | |
| Corporate governance statement | |
| Risk factors | |
| Financial statements |
| EPRA Earnings* | 31/12/2023 | 31/12/2022 |
|---|---|---|
| x €1,000 | ||
| Earnings (owners of the parent) per IFRS income statement | 24,535 | 331,778 |
| Adjustments to calculate EPRA Earnings*, exclude: | ||
| (i) Changes in value of investment properties, development properties held for investment and other interests | 143,636 | -84,877 |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests | 856 | -787 |
| (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties | - | - |
| (iv) Tax on profits or losses on disposals | - | - |
| (v) Goodwill impairment | 26,072 | 18,103 |
| (vi) Changes in fair value of financial instruments and associated close-out costs | 50,878 | -123,242 |
| (vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3) | - | - |
| (viii) Deferred taxes in respect of EPRA adjustments | -24,314 | 42,705 |
| (ix) Adjustments (i) to (viii) above in respect of joint ventures | 574 | -1,806 |
| (x) Non-controlling interests in respect of the above | -2,658 | -488 |
| Roundings | - | - |
| EPRA Earnings* (owners of the parent) | 219,579 | 181,386 |
| Number of shares (Denominator IAS 33) | 43,706,129 | 38,113,384 |
| EPRA Earnings per Share (EPRA EPS - in €/share) | 5.02 | 4.76 |
| EPRA Earnings diluted per Share (EPRA diluted EPS - in €/share) | 5.02 | 4.76 |
See section 1.4 of the 'Financial Review' chapter for a summary of the consolidated financial statements.
Corporate governance statement
| Situation as at 31 December 2023 | EPRA Net Reinstatement Value* |
EPRA Net Tangible Assets* |
EPRA Net Disposal Value* |
|---|---|---|---|
| x €1,000 | |||
| NAV per the financial statements (owners of the | 3,575,862 | 3,575,862 | 3,575,862 |
| parent) NAV per the financial statements (in €/share) (owners of the parent) |
75.20 | 75.20 | 75.20 |
| (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) |
1,366 | 1,366 | 1,366 |
| Diluted NAV, after the exercise of options, convertibles and other equity interests |
3,574,496 | 3,574,496 | 3,574,496 |
| Include: (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) |
- | - | - |
| (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) (ii.c) Revaluation of other non-current investments (iii) Revaluation of tenant leases held as finance |
- - - |
- - - |
- - - |
| leases (iv) Revaluation of trading properties |
- | - | - |
| Diluted NAV at Fair Value | 3,574,496 | 3,574,496 | 3,574,496 |
| Exclude: (v) Deferred taxes in relation to fair value gains of IP (vi) Fair value of financial instruments (vii) Goodwill as a result of deferred taxes (vii.a) Goodwill as per the IFRS balance sheet (vii.b) Intangibles as per the IFRS balance sheet |
135,907 -63,908 45,161 |
135,907 -63,908 45,161 -162,758 -1,663 |
45,161 -162,758 |
| Include: (ix) Fair value of fixed interest rate debt (x) Revaluation of intangibles to fair value (xi) Real estate transfer tax Include/exclude: Adjustments (i) to (v) in respect of joint venture |
- 310,623 - |
- - |
128,732 - |
| interests | |||
| Adjusted net asset value (owners of the parent) | 4,002,279 | 3,527,234 | 3,585,631 |
| Number of shares on the stock market Adjusted net asset value (in €/share) (owners of the parent) |
47,550,119 84.17 |
47,550,119 74.18 |
47,550,119 75.41 |
| 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 |
4,484,235 | 79% | 100% |
| Situation as at 31 December 2022 | EPRA Net Reinstatement Value* |
EPRA Net Tangible Assets* |
EPRA Net Disposal Value* |
|---|---|---|---|
| x €1,000 | |||
| NAV per the financial statements (owners of the parent) |
3,141,622 | 3,141,622 | 3,141,622 |
| NAV per the financial statements (in €/share) (owners of the parent) |
78.83 | 78.83 | 78.83 |
| (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) |
772 | 772 | 772 |
| Diluted NAV, after the exercise of options, convertibles and other equity interests |
3,140,850 | 3,140,850 | 3,140,850 |
| Include: | |||
| (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) |
- | - | - |
| (ii.b) Revaluation of investment properties under | - | - | - |
| construction (IPUC) (if IAS 40 cost option is used) (ii.c) Revaluation of other non-current investments |
- | - | - |
| (iii) Revaluation of tenant leases held as finance | - | - | - |
| leases | |||
| (iv) Revaluation of trading properties Diluted NAV at Fair Value |
- 3,140,850 |
- 3,140,850 |
- 3,140,850 |
| Exclude: | |||
| (v) Deferred taxes in relation to fair value gains of IP | 159,238 | 159,238 | |
| (vi) Fair value of financial instruments | -118,908 | -118,908 | |
| (vii) Goodwill as a result of deferred taxes | 45,161 | 45,161 | 45,161 |
| (vii.a) Goodwill as per the IFRS balance sheet | -188,830 | -188,830 | |
| (vii.b) Intangibles as per the IFRS balance sheet | -1,857 | ||
| Include: (ix) Fair value of fixed interest rate debt |
206,173 | ||
| (x) Revaluation of intangibles to fair value | - | ||
| (xi) Real estate transfer tax | 288,748 | - | |
| Include/exclude: | |||
| Adjustments (i) to (v) in respect of joint venture interests |
- | - | - |
| Adjusted net asset value (owners of the parent) | 3,515,088 | 3,035,653 | 3,203,353 |
| Number of shares on the stock market | 39,855,243 | 39,855,243 | 39,855,243 |
| Adjusted net asset value (in €/share) (owners of the parent) |
88.20 | 76.17 | 80.37 |
| 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 |
4,258,625 | 77% | 100% |
Corporate governance statement
| EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 | 31/12/2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| x €1,000 | BE | DE | NL | UK | FI | SE | IE | ES | Total |
| Investment properties - wholly owned | 1,229,591 | 1,174,890 | 657,630 | 1,027,150 | 1,096,970 | 89,823 | 412,685 | 9,775 | 5,698,514 |
| Investment properties - share of JVs/Funds | - | - | - | - | - | - | - | - | - |
| Trading properties (including share of JVs) | 11,612 | 11,420 | - | 35,126 | - | - | - | - | 58,158 |
| Less: developments | -5,285 | -29,016 | -6,450 | -16,476 | -69,890 | -15,035 | -19,601 | -7,197 | -168,950 |
| Completed property portfolio | 1,235,918 | 1,157,294 | 651,180 | 1,045,800 | 1,027,080 | 74,788 | 393,084 | 2,578 | 5,587,722 |
| Allowance for estimated purchasers' costs | 31,140 | 78,479 | 68,536 | 69,455 | 20,629 | 3,178 | 39,112 | 94 | 310,623 |
| Gross up completed property portfolio valuation | 1,267,058 | 1,235,773 | 719,716 | 1,115,255 | 1,047,709 | 77,966 | 432,196 | 2,672 | 5,898,345 |
| Annualised cash passing rental income | 70,748 | 60,318 | 38,531 | 66,232 | 59,486 | 4,578 | 19,535 | 124 | 319,552 |
| Property outgoings 2 | -856 | -1,767 | -1,786 | -1,438 | -1,547 | -466 | -22 | -84 | -7,966 |
| Annualised net rents | 69,892 | 58,551 | 36,745 | 64,794 | 57,939 | 4,112 | 19,513 | 40 | 311,586 |
| Add: notional rent expiration of rent free periods or other lease incentives | -525 | 1,698 | 1,716 | 318 | - | - | 2,455 | - | 5,662 |
| Topped-up net annualised rent | 69,367 | 60,249 | 38,461 | 65,112 | 57,939 | 4,112 | 21,967 | 40 | 317,248 |
| EPRA NIY (in %) | 5.5% | 4.7% | 5.1% | 5.8% | 5.5% | 5.3% | 4.5% | 0.0% | 5.3% |
| EPRA Topped-up NIY (in %) | 5.5% | 4.9% | 5.3% | 5.8% | 5.5% | 5.3% | 5.1% | 0.0% | 5.4% |
| EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 | 31/12/2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| x €1,000 | BE | DE | NL | UK | FI | SE | IE | ES | Total | |
| Investment properties - wholly owned | 1,290,741 | 1,193,837 | 654,940 | 960,611 | 1,016,577 | 79,010 | 348,670 | 4,980 | 5,549,366 | |
| Investment properties - share of JVs/Funds | - | - | - | - | - | - | - | - | - | |
| Trading properties (including share of JVs) | 12,197 | 38,360 | - | 33,476 | - | - | - | - | 84,033 | |
| Less: developments | -3,548 | -34,631 | -14,838 | -34,347 | -31,777 | -2,130 | -59,544 | -3,480 | -184,295 | |
| Completed property portfolio | 1,299,390 | 1,197,566 | 640,102 | 959,740 | 984,800 | 76,880 | 289,126 | 1,500 | 5,449,104 | |
| Allowance for estimated purchasers' costs | 32,764 | 84,833 | 52,834 | 63,715 | 24,620 | 1,171 | 28,781 | 30 | 288,748 | |
| Gross up completed property portfolio valuation | 1,332,154 | 1,282,399 | 692,936 | 1,023,455 | 1,009,420 | 78,051 | 317,907 | 1,530 | 5,737,852 | |
| Annualised cash passing rental income | 70,104 | 59,932 | 34,805 | 57,264 | 50,588 | 3,866 | 14,023 | 75 | 290,658 | |
| Property outgoings 2 | -611 | -1,596 | -1,976 | -1,965 | -2,070 | -479 | -138 | - | -8,835 | |
| Annualised net rents | 69,494 | 58,336 | 32,830 | 55,298 | 48,518 | 3,387 | 13,885 | 75 | 281,822 | |
| Add: notional rent expiration of rent free periods or other lease incentives | 776 | 1,171 | 1,237 | 4,065 | 1,191 | - | 1,356 | - | 9,795 | |
| Topped-up net annualised rent | 70,269 | 59,507 | 34,067 | 59,363 | 49,708 | 3,387 | 15,241 | 75 | 291,618 | |
| EPRA NIY (in %) | 5.2% | 4.5% | 4.7% | 5.4% | 4.8% | 4.3% | 4.4% | 0.0% | 4.9% | |
| EPRA Topped-up NIY (in %) | 5.3% | 4.6% | 4.9% | 5.8% | 4.9% | 4.3% | 4.8% | 0.0% | 5.1% |
See Note 3 for more details on segment information.
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.
Corporate governance statement
| rental data 1 Investment properties – |
31/12/2023 | ||||||
|---|---|---|---|---|---|---|---|
| x €1,000 | Gross rental income 2 |
Net rental income 3 |
Lettable space (in m²) |
Contractual rents 4 |
Estimated rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in %) 5 |
| Segment | |||||||
| Belgium | 67,230 | 65,871 | 507,949 | 70,223 | - | 63,987 | 0.0% |
| Germany | 59,695 | 57,212 | 564,024 | 62,016 | - | 62,636 | 0.0% |
| Netherlands | 37,950 | 35,567 | 345,576 | 40,247 | 75 | 40,897 | 0.2% |
| United Kingdom | 62,421 | 59,753 | 312,658 | 66,550 | - | 70,965 | 0.0% |
| Finland | 53,464 | 51,894 | 270,261 | 59,486 | 257 | 60,315 | 0.4% |
| Sweden | 4,226 | 3,784 | 17,305 | 4,578 | - | 4,552 | 0.0% |
| Ireland | 18,001 | 17,752 | 117,193 | 21,990 | - | 20,365 | 0.0% |
| Spain | 106 | 27 | 15,449 | 124 | - | 125 | 0.0% |
| Total marketable investment properties | 303,093 | 291,860 | 2,150,415 | 325,213 | 332 | 323,842 | 0.1% |
| Reconciliation to income statement | |||||||
| Properties sold during the 2023 financial year | 5,190 | 5,154 | |||||
| Properties held for sale | 3,835 | 3,786 | |||||
| Land reserve | 921 | 920 | |||||
| Other adjustments | - | - | |||||
| Total marketable investment properties | 313,040 | 301,721 |
| rental data 1 Investment properties – |
31/12/2022 | ||||||
|---|---|---|---|---|---|---|---|
| x €1,000 | Gross rental income 2 |
Net rental income 3 |
Lettable space (in m²) |
Contractual rents 4 |
Estimated rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in %) 5 |
| Segment | |||||||
| Belgium | 66,273 | 65,641 | 534,633 | 70,880 | - | 65,644 | 0.0% |
| Germany | 54,204 | 52,580 | 570,274 | 61,103 | - | 58,542 | 0.0% |
| Netherlands | 32,884 | 30,883 | 355,370 | 36,043 | 692 | 37,287 | 1.9% |
| United Kingdom | 54,820 | 52,855 | 310,210 | 61,328 | - | 58,474 | 0.0% |
| Finland | 44,555 | 42,484 | 257,350 | 51,779 | 561 | 55,513 | 1.0% |
| Sweden | 3,914 | 3,435 | 17,323 | 3,866 | - | 4,030 | 0.0% |
| Ireland | 9,245 | 9,107 | 96,816 | 15,379 | - | 14,743 | 0.0% |
| Spain | 32 | 32 | 8,449 | 75 | - | 75 | 0.0% |
| Total marketable investment properties | 265,927 | 257,017 | 2,150,425 | 300,453 | 1,253 | 294,308 | 0.4% |
| Reconciliation to income statement | |||||||
| Properties sold during the 2022 financial year | 330 | 330 | |||||
| Properties held for sale | 5,286 | 5,286 | |||||
| Land reserve | - | - | |||||
| Other adjustments | - | - | |||||
| Total marketable investment properties | 271,543 | 262,633 |
See 'Summary of investment properties' in section 2 of the 'Additional information' chapter for more details on rental data.
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.
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.
The current rent at the closing date plus future rent on leases signed as at 31 December 2023 or 31 December 2022.
See 'Risk factors' chapter section 2 'Rents and tenants' for more details on vacancy risk.
Corporate governance statement
| x €1,000 Segment Belgium |
31/12/2023 | 31/12/2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| Net rental income on a | Acquisitions | Disposals | Transfers due to | Net rental income | Net rental income on a | Like-for-like net | ||
| like-for-like basis 1 | completion | of the period 2 | like-for-like basis 1 | rental income 3 | ||||
| 71,127 | -594 | 0 | 774 | 71,307 | 66,599 | 6.8% | ||
| Germany | 57,542 | -2,367 | - | 3,281 | 58,457 | 55,887 | 3.0% | |
| Netherlands | 34,330 | -1,256 | - | 2,719 | 35,793 | 31,064 | 10.5% | |
| United Kingdom | 55,547 | 1,838 | 154 | 4,219 | 61,758 | 54,890 | 3.2% | |
| Finland | 44,844 | 6,099 | 721 | 1,012 | 52,677 | 40,703 | 10.2% | |
| Sweden | 3,669 | -2 | - | 117 | 3,784 | 3,615 | 9.5% | |
| Ireland | 9,072 | 8,158 | - | 527 | 17,757 | 8,603 | 5.5% | |
| 0.0% | ||||||||
| Spain Total marketable investment properties |
- 276,132 |
189 12,066 |
- 875 |
- 12,649 |
188 301,721 |
0 261,362 |
5.7% | |
| Reconciliation to income statement | ||||||||
| Properties sold during the 2023 financial year | - | |||||||
| Properties held for sale | - | |||||||
| Other adjustments | - | |||||||
| Total marketable investment properties | 301,721 | |||||||
| The 5.7% like-for-like variation in net rental income can be broken down into +5.6% indexation of rents, +0.5% effect of non-recoverable property outgoings, +0.1% rent negotiations and -0.5% exchange rate fluctuation. | ||||||||
Corporate governance statement
| Investment properties – valuation data ¹ |
31/12/2023 | ||||||
|---|---|---|---|---|---|---|---|
| x €1,000 | Fair value | Changes in fair value | EPRA NIY (in %) | Reversion rate (in %) | |||
| Segment | |||||||
| Belgium | 1,235,918 | -26,539 | 5.5% | -9.7% | |||
| Germany | 1,157,294 | -66,606 | 4.7% | 1.0% | |||
| Netherlands | 651,180 | -19,817 | 5.1% | 1.4% | |||
| United Kingdom | 1,045,800 | 21,952 | 5.8% | 6.2% | |||
| Finland | 1,027,080 | -15,055 | 5.5% | 0.9% | |||
| Sweden | 74,788 | -6,965 | 5.3% | -0.6% | |||
| Ireland | 393,084 | -11,199 | 4.5% | -8.0% | |||
| Spain | 2,578 | 94 | 0.0% | 0.6% | |||
| Total marketable investment properties including assets as held for sale* | 5,587,722 | -124,135 | 5.3% | -0.5% | |||
| Reconciliation to the consolidated IFRS balance sheet | |||||||
| Development projects | 168,950 | -14,244 | |||||
| Land reserve | 18,671 | -3,890 | |||||
| Right of use of plots of land | 73,172 | -1,367 | |||||
| Total investment properties including assets classified as held for sale, or real estate portfolio | 5,848,515 | -143,636 | |||||
| Investment properties – valuation data ¹ |
31/12/2022 | ||||||
| x €1,000 | Fair value | Changes in fair value | EPRA NIY (in %) | Reversion rate (in %) | |||
| Segment | |||||||
| Belgium | 1,299,390 | 17,728 | 5.2% | -8% | |||
| Germany | 1,197,566 | 39,927 | 4.5% | -4% 1% |
|||
| Netherlands United Kingdom |
640,102 959,740 |
23,434 1,081 |
4.7% 5.4% |
-5% | |||
| Finland | 984,800 | 14,160 | 4.8% | 6% | |||
| Sweden | 76,880 | -574 | 4.3% | 4% | |||
| Ireland | 289,126 | -13,905 | 4.4% | -4% | |||
| Spain | 1,500 | - | 0.0% | 0% | |||
| Total marketable investment properties including assets as held for sale* | 5,449,104 | 81,851 | 4.9% | -3% | |||
| Reconciliation to the consolidated IFRS balance sheet | |||||||
| Development projects | 184,295 | 4,258 | |||||
| Land reserve | - | - | |||||
| Right of use of plots of land | 70,335 | -1,232 | |||||
| 5,703,734 | 84,877 | ||||||
| 1. See section 1 'Our portfolio' of the 'Portfolio' chapter for more details on valuation data. |
|||||||
| Total investment properties including assets classified as held for sale, or real estate portfolio | |||||||
| ANNUAL REPORT 2023 – ADDITIONAL INFORMATION ANNUAL REPORT 2023 - ADDITIONAL INFORMATION |
186 7 |
AEDIFICA AEDIFICA |
| Investment properties – valuation data ¹ |
31/12/2022 | |||
|---|---|---|---|---|
| x €1,000 | Fair value | Changes in fair value | EPRA NIY (in %) | Reversion rate (in %) |
| Segment | ||||
| Belgium | 1,299,390 | 17,728 | 5.2% | -8% |
| Germany | 1,197,566 | 39,927 | 4.5% | -4% |
| Netherlands | 640,102 | 23,434 | 4.7% | 1% |
| United Kingdom | 959,740 | 1,081 | 5.4% | -5% |
| Finland | 984,800 | 14,160 | 4.8% | 6% |
| Sweden | 76,880 | -574 | 4.3% | 4% |
| Ireland | 289,126 | -13,905 | 4.4% | -4% |
| Spain | 1,500 | - | 0.0% | 0% |
| Total marketable investment properties including assets as held for sale* | 5,449,104 | 81,851 | 4.9% | -3% |
| Reconciliation to the consolidated IFRS balance sheet | ||||
| Development projects | 184,295 | 4,258 | ||
| Land reserve | - | - | ||
| Right of use of plots of land | 70,335 | -1,232 | ||
| Total investment properties including assets classified as held for sale, or real estate portfolio | 5,703,734 | 84,877 |
Corporate governance statement
| Investment properties – lease data |
31/12/2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Current rent of leases expiring (x €1,000) | ||||||||||
| Average remaining Not later than Later than one year and Later than two years and Later than |
||||||||||
| x €1,000 | maturity (in years) 1 | one year | not later than two years | not later than five years | five years | |||||
| Segment | ||||||||||
| Belgium | 20 | 11 | - | - | 70,212 | |||||
| Germany | 21 | 640 | - | - | 61,376 | |||||
| Netherlands | 16 | - | 82 | - | 40,165 | |||||
| United Kingdom | 22 | - | - | - | 66,550 | |||||
| Finland | 12 | 299 | 107 | 2,975 | 56,105 | |||||
| Sweden | 12 | - | - | 264 | 4,314 | |||||
| Ireland | 23 | - | - | - | 21,990 | |||||
| Spain | 30 | - | - | - | 124 | |||||
| Total marketable investment properties including assets as held for sale* | 19 | 950 | 189 | 3,239 | 320,835 |
| 31/12/2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in € million) | Cost to date | Costs to completion | Future interest to be capitalised | Forecast total cost | Forecast completion date | Lettable space (in m²) | % Pre-let | ERV on completion | |
| Total | 168 | 237 | 8 | 413 | 2027 | ± 106,000 | 100% | 25.3 |
| 31/12/2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in € million) | Cost to date | Costs to completion | Future interest to be capitalised | Forecast total cost | Forecast completion date | Lettable space (in m²) | % Pre-let | ERV on completion |
| Total | 191 | 479 | 10 | 671 | 2027 | ± 173,000 | 100% | 34.8 |
The figures in this table are rounded amounts. The sum of certain figures might therefore not correspond to the stated total.
The breakdown for these projects is provided in section 1.2 of the 'Portfolio' chapter.
Corporate governance statement
| EPRA Cost ratios* x €1,000 |
31/12/2023 | 31/12/2022 |
|---|---|---|
| Administrative/operating expense line per IFRS statement | -48,364 | -43,458 |
| Rental-related charges | -1,134 | -1,589 |
| Recovery of property charges | - | |
| Charges and taxes not recovered by the tenant on let properties | -12 | -45 |
| Other rental-related income and charges | -90 | 355 |
| Technical costs | -3,169 | -3,373 |
| Commercial costs | -58 | -29 |
| Charges and taxes on unlet properties | -114 | -53 |
| Property management costs | -6,452 | -4,655 |
| Other property charges | -1,424 | -1,110 |
| Overheads | -35,740 | -33,556 |
| Other operating income and charges | -171 | 597 |
| EPRA Costs (including direct vacancy costs)* (A) | -48,364 | -43,458 |
| Charges and taxes on unlet properties | 114 | 53 |
| EPRA Costs (excluding direct vacancy costs)* (B) | -48,250 | -43,405 |
| Gross Rental Income (C) | 314,174 | 273,132 |
| EPRA Cost Ratio (including direct vacancy costs)* (A/C) | 15.4% | 15.9% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (B/C) | 15.4% | 15.9% |
| Overhead and operating expenses capitalised (including share of joint ventures) | 1,085 | 422 |
As explained in Note 2.2 'Summary of material accounting policy information', Aedifica capitalises the overhead costs and operational expenses (project management fees, marketing costs, legal fees, etc.) that are directly linked to development projects.
Corporate governance statement
| Capital expenditure | Group (excl. joint ventures) |
Joint venture (proportionate share) |
Total group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| x €1,000 | 31/12/2023 | BE | DE | NL | UK | FI | SE | IE | ES | 31/12/2023 | |
| Property related capex | |||||||||||
| (1) Acquisitions ¹ | 59,282 | 1,697 | 0 | 28 | 0 | 12,502 | 5,227 | 38,333 | 1,495 | - | 59,282 |
| (2) Development ² | 258,333 | 6,290 | 29,109 | 30,057 | 29,668 | 102,518 | 12,906 | 41,485 | 6,300 | - | 258,333 |
| (3) Investment properties ³ | 3,106 | 49 | 2,975 | -959 6 | 642 | 63 | -40 | 376 | - | - | 3,106 |
| Incremental lettable space | 959 | 3 | 28 | 244 | 489 | 46 | - | 149 | - | - | 959 |
| No incremental lettable space | 2,147 | 46 | 2,947 | -1,203 | 153 | 17 | -40 | 227 | - | - | 2,147 |
| Capex related incentives | - | - | - | - | - | - | - | - | - | - | - |
| Other | - | - | - | - | - | - | - | - | - | - | - |
| (4) Capitalised interests ⁴ | 5,722 | 100 | 1,383 | 779 | 451 | 1,060 | 142 | 1,804 | 3 | - | 5,722 |
| Total capex | 326,443 | 8,136 | 33,467 | 29,905 | 30,761 | 116,143 | 18,235 | 81,998 | 7,798 | - | 326,443 |
| Conversion from accrual to cash basis ⁵ | -7,398 | -100 | -1,383 | -1,411 | -451 | -2,104 | -142 | -1,804 | -3 | - | -7,398 |
| Total capex on cash basis | 319,045 | 8,036 | 32,084 | 28,494 | 30,310 | 114,039 | 18,093 | 80,194 | 7,795 | - | 319,045 |
| Capital expenditure | Group | Joint venture | Total group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (excl. joint ventures) | (proportionate share) | ||||||||||
| x €1,000 | 31/12/2022 | BE | DE | NL | UK | FI | SE | IE | ES | 31/12/2022 | |
| Property related capex | |||||||||||
| (1) Acquisitions ¹ | 467,081 | 59,960 | 16,687 | 14,405 150,793 | 9,315 | 2,977 | 211,354 | 1,590 | - | 467,081 | |
| (2) Development ² | 305,359 | 4,399 | 67,055 | 36,041 | 56,436 | 88,546 | 3,021 | 48,783 | 1,078 | - | 305,359 |
| (3) Investment properties ³ | 4,388 | 453 | 2,022 | 360 | 1,866 | -655 | 143 | 199 | - | - | 4,388 |
| Incremental lettable space | 3,097 | 406 | 1,192 | 30 | 1,981 | -655 | 143 | - | - | - | 3,097 |
| No incremental lettable space | 1,291 | 47 | 830 | 330 | -115 | - | - | 199 | - | - | 1,291 |
| Capex related incentives | - | - | - | - | - | - | - | - | - | - | - |
| Other | - | - | - | - | - | - | - | - | - | - | - |
| (4) Capitalised interests ⁴ | 3,953 | 62 | 1,507 | 424 | 279 | 927 | 41 | 713 | - | - | 3,953 |
| Total capex | 780,781 | 64,874 | 87,272 | 51,230 209,373 | 98,133 | 6,182 | 261,049 | 2,668 | - | 780,781 | |
| Conversion from accrual to cash basis ⁵ | -4,753 | -62 | -1,506 | -424 | -279 | -1,718 | -51 | -713 | - | - | -4,753 |
| Total capex on cash basis | 776,028 | 64,812 | 85,766 | 50,806 209,094 | 96,415 | 6,131 | 260,336 | 2,668 | - | 776,028 |
See Note 22 for reconciliation with the cash flow statement.
Corresponds to 'Capitalised development costs' and 'Other capitalised expenses' for development projects, see Note 22.
Corresponds to 'Other capitalised expenses' for marketable investment properties, see Note 22.
Corresponds to 'Capitalised interest charges', see Note 22.
For reconciliation with 'Development costs' in the cash flow statement, add 'Development', 'Investment properties' and 'Capitalised interests' while deducting 'Conversion from accrual to cash basis'.
Following the payment of an insurance reimbursement, capital expenditure was reduced by €1.8 million.
Corporate governance statement
| EPRA LTV* | 31/12/2023 Proportionate Consolidation |
||||||
|---|---|---|---|---|---|---|---|
| x €1,000 | Group – as reported | Share of joint ventures | Share of material associates | Non-controlling interest | Combined | ||
| Include: | |||||||
| Borrowings from Financial Institutions | 1,452,945 | - | 17,704 | 27,204 | 1,443,445 | ||
| Commercial paper | 242,600 | - | - | - | 242,600 | ||
| Hybrids (including convertibles, preference shares, debt, options and forwards) | - | - | - | - | - | ||
| Bond loans | 584,754 | - | - | - | 584,754 | ||
| Foreign currency derivatives (futures, swaps, options and forwards) | - | - | - | - | - | ||
| Net payables | 24,503 | - | - | 1,456 | 23,047 | ||
| Owner-occupied property (debt) | - | - | - | - | - | ||
| Current accounts (equity characteristics) | - | - | - | - | - | ||
| Exclude: | |||||||
| Cash and cash equivalents | 18,253 | 39 | 4,675 | 142 | 22,825 | ||
| Net debt (A) | 2,286,549 | -39 | 13,029 | 28,518 | 2,271,021 | ||
| Include: | |||||||
| Owner-occupied property | - | - | - | - | - | ||
| Investment properties at fair value | 5,529,564 | - | 22,373 | 38,785 | 5,513,152 | ||
| Properties held for sale | 58,158 | - | 20,195 | 686 | 77,667 | ||
| Properties under development | 168,950 | 465 | 6,408 | 1,434 | 174,389 | ||
| Land reserve | 18,671 | - | - | 528 | 18,143 | ||
| Intangibles | - | - | - | - | - | ||
| Net receivables | - | 5 | 375 | - | 380 | ||
| Financial assets | 24,402 | - | - | - | 24,402 | ||
| Total property value (B) LTV (A/B) |
5,799,745 39.42% |
470 | 49,351 | 41,433 | 5,808,133 39.10% |
Corporate governance statement
| EPRA LTV* | 31/12/2022 Proportionate Consolidation |
|||||||
|---|---|---|---|---|---|---|---|---|
| x €1,000 | Group – as reported | Share of joint ventures | Share of material associates | Non-controlling interest | Combined | |||
| Include: | ||||||||
| Borrowings from Financial Institutions | 1,604,966 | - | 16,129 | 24,525 | 1,596,570 | |||
| Commercial paper | 263,000 | - | - | - | 263,000 | |||
| Hybrids (including convertibles, preference shares, debt, options and forwards) | - | - | - | - | - | |||
| Bond loans | 584,454 | - | - | - | 584,454 | |||
| Foreign currency derivatives (futures, swaps, options and forwards) | - | - | - | - | - | |||
| Net payables | 33,003 | - | 11 | 1,952 | 31,062 | |||
| Owner-occupied property (debt) | - | - | - | - | - | |||
| Current accounts (equity characteristics) | - | - | - | - | - | |||
| Exclude: | ||||||||
| Cash and cash equivalents | 13,891 | - | 7,002 | 121 | 20,772 | |||
| Net debt (A) | 2,471,532 | - | 9,138 | 26,356 | 2,454,314 | |||
| Include: | ||||||||
| Owner-occupied property | - | - | - | - | - | |||
| Investment properties at fair value | 5,365,071 | - | 43,070 | 36,625 | 5,371,516 | |||
| Properties held for sale | 84,033 | - | 4,624 | 1,137 | 87,520 | |||
| Properties under development | 184,295 | - | 3,060 | 3,107 | 184,248 | |||
| Land reserve | - | - | - | - | - | |||
| Intangibles | - | - | - | - | - | |||
| Net receivables | - | - | 150 | - | 150 | |||
| Financial assets | 8,900 | - | - | - | 8,900 | |||
| Total property value (B) | 5,642,299 | - | 50,904 | 40,869 | 5,652,334 | |||
| LTV (A/B) | 43.80% | 43.42% |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation |
Location | |
|---|---|---|---|---|---|---|---|
| Marketable investment properties | 2,134,094 | 34,051 | 11,807 | €322,987,293 | €321,621,534 | ||
| Belgium | 514,801 | 8,107 | - | €70,223,282 | €63,986,370 | ||
| Korian Belgium | 161,242 | 2,754 | - | €22,816,906 | |||
| Kasteelhof | 5,346 | 102 | - | €636,889 | 1994 (2020) | Dendermonde | |
| Ennea | 1,848 | 34 | - | €246,762 | 1998 | Sint-Niklaas | |
| Wielant | 4,834 | 112 | - | €660,690 | 1997 (2001) | Anzegem/Ingooigem | |
| Résidence Boneput | 2,993 | 76 | - | €558,258 | 2003 | Bree | |
| Résidence Aux Deux Parcs | 1,618 | 68 | - | €516,910 | 1987 (2020) | Jette | |
| Résidence l'Air du Temps | 7,197 | 137 | - | €1,070,743 | 1994 (2016) | Chênée | |
| Au Bon Vieux Temps | 7,868 | 104 | - | €1,029,876 | 2016 | Mont-Saint-Guibert | |
| Op Haanven | 6,587 | 111 | - | €827,707 | 2001 (2016) | Veerle-Laakdal | |
| Résidence Exclusiv | 4,253 | 104 | - | €876,128 | 1993 (2013) | Evere | |
| Séniorie Mélopée | 2,967 | 70 | - | €606,823 | 1993 (2010) | Sint-Jans-Molenbeek | |
| Seniorie de Maretak | 5,684 | 122 | - | €655,442 | 2006 (2008) | Halle | |
| Résidence du Plateau | 8,069 | 143 | - | €1,485,080 | 1994 (2007) | Wavre | |
| De Edelweis | 6,914 | 122 | €938,613 | 1992 (2014) | Begijnendijk | ||
| Residentie Sporenpark | 9,261 | 127 | - | €1,308,241 | 2013 | Beringen | |
| Résidence Les Cheveux d'Argent | 4,996 | 99 | - | €527,579 | 1988 (2002) | Jalhay | |
| t Hoge | 4,632 | 81 | - | €835,951 | 1972 (2018) | Kortrijk | |
| Helianthus | 4,799 | 67 | - | €553,602 | 2006 (2014) | Melle | |
| Villa Vinkenbosch | 9,153 | 114 | - | €1,158,788 | 2016 (2018) | Hasselt | |
| Heydeveld | 6,167 | 110 | - | €723,152 | 2017 | Opwijk | |
| Oosterzonne | 4,948 | 77 | - | €885,038 | 2016 | Zutendaal | |
| De Witte Bergen | 8,262 | 119 | - | €1,250,133 | 2006 | Lichtaart | |
| Seniorenhof | 3,116 | 52 | - | €385,688 | 1997 | Tongeren | |
| Beerzelhof | 5,025 | 61 | - | €408,373 | 2007 | Beerzel | |
| Uilenspiegel | 6,863 | 97 | - | €890,945 | 2007 | Genk | |
| Coham | 6,956 | 120 | - | €1,073,332 | 2007 | Ham | |
| Sorgvliet | 6,932 | 110 | - | €983,285 | 2021 | Linter | |
| Ezeldijk | 7,101 | 105 | - | €875,938 | 2016 | Diest | |
| Les Jardins de la Mémoire 1 | 6,852 | 110 | - | €846,944 | 2006 (2018) | Anderlecht | |
| Armonea | 147,581 | 2,295 | - | €21,203,511 | |||
| Les Charmes en Famenne | 3,165 | 96 | - | €369,932 | 1975 (2012) | Houyet | |
| Seniorerie La Pairelle | 6,016 | 140 | - | €942,408 | 2012 (2015) | Wépion | |
| Residence Gaerveld | 1,504 | 20 | - | €207,913 | 2008 | Hasselt | |
| Gaerveld | 6,994 | 115 | - | €975,845 | 2008 (2010) | Hasselt | |
| Pont d'Amour | 8,984 | 146 | - | €1,211,610 | 2011 (2015) | Dinant | |
| Marie-Louise | 1,959 | 30 | - | €458,836 | 2014 | Wemmel | |
| Hestia | 12,682 | 208 | - | €1,685,745 | 2014 (2018) | Wemmel | |
| Koning Albert I | 7,775 | 110 | - | €1,133,210 | 2012 (2014) | Dilbeek |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Eyckenborch | 8,771 | 141 | - | €1,379,171 | 2004 (2014) | Gooik | |
| Rietdijk | 2,155 | 66 | - | €430,898 | 1994 (2012) | Vilvoorde | |
| Larenshof | 6,988 | 117 | - | €1,277,536 | 2011 (2014) | Laarne | |
| Ter Venne | 6,634 | 102 | - | €1,232,240 | 2010 (2012) | Sint-Martens-Latem | |
| Plantijn | 7,310 | 110 | - | €1,281,807 | 1975 (2021) | Kapellen | |
| Salve | 6,730 | 117 | - | €1,325,689 | 2014 | Brasschaat | |
| Huize Lieve Moenssens | 4,597 | 78 | - | €688,264 | 2017 | Dilsen-Stokem | |
| De Stichel | 8,429 | 152 | - | €1,080,531 | 2018 | Vilvoorde | |
| De Notelaar | 8,651 | 94 | - | €1,167,720 | 2011 | Olen | |
| Overbeke | 6,917 | 113 | - | €999,160 | 2012 | Wetteren | |
| Senior Flandria | 7,501 | 108 | - | €764,163 | 1989 | Bruges | |
| Rembertus | 8,027 | 100 | - | €940,835 | 2020 | Mechelen | |
| Klein Veldekens | 15,792 | 132 | - | €1,650,000 | 2020 | Geel | |
| Vulpia | 95,843 | 1,420 | - | €12,706,983 | |||
| 't Spelthof | 4,076 | 121 | - | €1,112,371 | 2022 | Binkom | |
| Twee Poorten | 8,413 | 129 | - | €1,210,683 | 2014 | Tienen | |
| Demerhof | 10,657 | 120 | - | €1,165,609 | 2013 | Aarschot | |
| Halmolen | 9,200 | 140 | - | €1,242,884 | 2013 | Halle-Zoersel | |
| La Ferme Blanche | 4,240 | 90 | - | €668,949 | 2016 | Remicourt | |
| Villa Temporis | 8,354 | 103 | - | €872,443 | 1997 (2017) | Hasselt | |
| Residentie Poortvelden | 5,307 | 60 | - | €556,315 | 2014 | Aarschot | |
| Leopoldspark | 10,888 | 153 | - | €1,352,837 | 2016 | Leopoldsburg | |
| Residentie Den Boomgaard | 6,274 | 90 | - | €762,439 | 2016 | Glabbeek | |
| Blaret | 9,578 | 107 | - | €1,303,639 | 2016 | Sint-Genesius-Rode | |
| Residentie Kartuizerhof | 10,845 | 128 | - | €1,071,639 | 2018 | Sint-Martens-Lierde | |
| Résidence de la Paix | 3,793 | 107 | - | €868,301 | 2017 | Evere | |
| Résidence Véronique | 4,218 | 72 | - | €518,875 | 2021 | Somme-Leuze | |
| Orpea | 21,301 | 431 | - | €3,415,179 | |||
| Chateau Chenois | 6,354 | 100 | - | €957,813 | 2006 | Waterloo | |
| Résidence Grange des Champs | 3,396 | 75 | - | €463,966 | 1994 | Braine-l'Alleud | |
| Résidence Augustin | 4,832 | 94 | - | €645,478 | 2006 | Forest | |
| Résidence Parc Palace | 6,719 | 162 | - | €1,347,922 | 1991 | Uccle | |
| My-Assist | 38,299 | 332 | - | €3,040,214 | |||
| Domaine de la Rose Blanche | 7,203 | 121 | - | €953,079 | 2014 | Durbuy | |
| Militza Brugge | 14,100 | 120 | - | €1,386,040 | 2013 | Bruges | |
| Militza Gent | 16,996 | 91 | - | €701,095 | 2004 | Ghent | |
| Orelia Group | 6,013 | 101 | - | €1,074,476 | |||
| Le Jardin Intérieur | 6,013 | 101 | - | €1,074,476 | 2018 | Frasnes-lez-Anvaing | |
| Hof van Schoten | 8,313 | 101 | - | €986,814 | |||
| Hof van Schoten | 8,313 | 101 | - | €986,814 | 2014 | Schoten | |
| Dorian groep | 5,400 | 115 | - | €844,465 | |||
| De Duinpieper | 5,400 | 115 | - | €844,465 | 2021 | Ostend | |
| Vivalto Home | 6,003 | 107 | - | €755,037 | |||
| Familiehof | 6,003 | 107 | - | €755,037 | 2016 | Schelle | |
| Résidence de la Houssière | 4,484 | 94 | - | €714,905 | |||
| Résidence de la Houssière | 4,484 | 94 | - | €714,905 | 2006 | Braine-le-Comte | |
| Pierre Invest NV | 2,272 | 65 | - | €681,536 | |||
| Bois de la Pierre | 2,272 | 65 | - | €681,536 | 1955 (2023) | Wavre |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Buitenhof VZW | 4,386 | 80 | - | €677,719 | |||
| Buitenhof | 4,386 | 80 | - | €677,719 | 2005 (2008) | Brasschaat | |
| Emera | 4,020 | 84 | - | €496,785 | |||
| In de Gouden Jaren | 4,020 | 84 | - | €496,785 | 2005 | Tienen | |
| Bremdael VZW | 3,500 | 66 | - | €409,335 | |||
| Bremdael | 3,500 | 66 | - | €409,335 | 1994 (2012) | Herentals | |
| Sint Franciscus | 5,824 | 58 | - | €388,531 | |||
| Ter Linde | 5,824 | 58 | - | €388,531 | 1998 (2014) | Asse | |
| Other | 320 | 4 | - | €10,885 | |||
| Villa Bois de la Pierre | 320 | 4 | - | €10,885 | 1955 (2000) | Wavre | |
| Germany | 557,678 | 9,854 | - | €61,849,090 | €62,469,480 | ||
| Azurit Rohr | 137,764 | 2,636 | - | €14,705,702 | |||
| Azurit Seniorenresidenz Sonneberg | 4,876 | 101 | - | €622,608 | 1889 (2011) | Sonneberg | |
| Azurit Seniorenresidenz Cordula 1 | 4,970 | 75 | - | €333,014 | 1970 (2017) | Oberzent-Rothenberg | |
| Azurit Seniorenresidenz Cordula 2 | 1,204 | 39 | - | €173,167 | 1993 (2017) | Oberzent-Rothenberg | |
| Seniorenzentrum Weimar | 7,609 | 144 | - | €883,008 | 2019 | Weimar | |
| Sz Haus Asam | 6,701 | 168 | - | €919,800 | 1996 | Rohr | |
| Sz Laaberg | 6,710 | 105 | - | €574,875 | 2004 | Tann-Eiberg | |
| Sz Grünstadt | 5,201 | 140 | - | €766,500 | 2003 | Grünstadt | |
| Sz Berghof | 2,838 | 78 | - | €352,050 | 2005 | Rinteln | |
| Sz Abundus | 7,023 | 150 | - | €821,250 | 1993 | Fürstenzell | |
| Sz Bad Höhenstadt | 4,668 | 95 | - | €520,125 | 1998 | Fürstenzell | |
| Sz Hutthurm | 5,344 | 108 | - | €591,300 | 1992 | Hutthurm | |
| Sz Gensingen | 7,269 | 144 | - | €840,960 | 2007 | Gensingen | |
| Sz Hildegardis | 14,927 | 196 | - | €1,159,635 | 2017 | Langenbach | |
| Pz Wiesengrund | 3,054 | 52 | - | €303,680 | 2006 | Langenbach | |
| Sz Großalmerode | 3,202 | 83 | - | €513,920 | 2017 | Großalmerode | |
| Sz Bad Köstritz | 8,448 | 196 | - | €1,073,100 | 2014 | Bad Köstritz | |
| Sz Talblick | 4,647 | 95 | - | €520,125 | 2010 | Grasellenbach | |
| Sz Birken | 3,075 | 83 | - | €454,425 | 2010 | Birken-Honigsessen | |
| Sz Altes Kloster | 4,939 | 80 | - | €493,480 | 2009 | Much | |
| Sz Alte Zwirnerei | 8,350 | 104 | - | €569,400 | 2010 | Gersdorf | |
| Sz St. Benedikt | 7,768 | 124 | - | €656,270 | 2017 | Passeau | |
| Sz Sörgenloch Seniorenzentrum Borna |
7,995 6,946 |
148 128 |
- - |
€837,310 €725,700 |
2014 2012 |
Sörgenloch Borna |
|
| Residenz Management | 80,891 | 1,203 | - | €10,117,893 | |||
| Die Rose im Kalletal | 4,027 | 96 | - | €752,348 | 2009 | Kalletal | |
| Senioreneinrichtung Haus Matthäus | 2,391 | 50 | - | €402,554 | 2009 | Olpe-Rüblinghausen | |
| Senioreneinrichtung Haus Elisabeth | 3,380 | 80 | - | €644,088 | 2010 | Wenden-Rothemühle | |
| Bremerhaven I | 6,077 | 85 | - | €986,922 | 2016 | Bremerhaven | |
| Bremerhaven II | 2,129 | 42 | - | €321,744 | 2003 | Bremerhaven | |
| Cuxhaven | 810 | 9 | - | €112,274 | 2010 | Cuxhaven | |
| Schwerin | 5,000 | 87 | - | €646,800 | 2019 | Schwerin | |
| Seniorenquartier Kaltenkirchen | 6,650 | 123 | - | €916,800 | 2020 | Kaltenkirchen | |
| Seniorenquartier Wolfsburg | 17,742 | 141 | - | €1,561,410 | 2021 | Wolfsburg | |
| Seniorenquartier Kaemena Hof | 7,057 | 75 | - | €700,253 | 2021 | Bremen | |
| Seniorenquartier Weyhe | 7,373 | 109 | - | €871,568 | 2021 | Weyhe |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Seniorenquartier Cuxhaven | 7,360 | 120 | - | €908,484 | 2021 | Cuxhaven | |
| Seniorenquartier Schwerin | 5,235 | 87 | - | €606,084 | 2022 | Schwerin | |
| Seniorenresidenz Twistringen | 5,660 | 99 | - | €686,565 | 2022 | Twistringen | |
| Vitanas | 86,611 | 1,614 | - | €8,166,283 | |||
| Am Kloster | 5,895 | 136 | - | €828,313 | 2002 | Halberstadt | |
| Rosenpark | 4,934 | 79 | - | €517,710 | 2001 | Uehlfeld | |
| Patricia | 7,556 | 174 | - | €1,156,900 | 2001 (2010) | Nürnberg | |
| St. Anna | 7,176 | 161 | - | €1,022,856 | 2001 | Höchstadt | |
| Frohnau | 4,101 | 107 | - | €650,767 | 2018 | Berlin | |
| Am Schäfersee 1 | 12,658 | 187 | - | €675,333 | 1969 | Berlin | |
| Am Stadtpark | 7,297 | 135 | - | €551,685 | 1970 (2023) | Berlin | |
| Am Bäkepark 1 | 3,828 | 90 | - | €473,132 | 1999 | Berlin | |
| Rosengarten | 7,695 | 165 | - | €605,411 | 2023 | Berlin | |
| Am Parnassturm | 7,042 | 84 | - | €326,657 | PROJECT | Plön | |
| Am Marktplatz | 4,880 | 79 | - | €154,348 | 1976 | Wankendorf | |
| Am Tierpark | 13,549 | 217 | - | €1,203,171 | 1994 | Ueckermünde | |
| Specht & Tegeler | 41,085 | 556 | - | €4,335,717 | |||
| Seniorenquartier Lübbecke | 4,240 | 80 | - | €576,276 | 2019 | Lübbecke | |
| Seniorenquartier Espelkamp | 9,458 | 113 | - | €857,874 | 2021 | Espelkamp | |
| Seniorenquartier Beverstedt | 5,475 | 80 | - | €563,850 | 2020 | Beverstedt | |
| Quartier am Rathausmarkt | 7,650 | 80 | - | €804,000 | 2022 | Bremervörde | |
| Langwedel | 8,250 | 113 | - | €859,197 | 2022 | Langwedel | |
| Seniorenquartier Sehnde | 6,012 | 90 | - | €674,520 | 2023 | Sehnde | |
| Orpea | 20,507 | 444 | - | €3,481,649 | |||
| Seniorenresidenz Mathilde | 3,448 | 75 | - | €627,109 | 2010 | Enger | |
| Seniorenresidenz Klosterbauerschaft | 3,497 | 80 | - | €667,409 | 2010 | Kirchlengern | |
| Bonifatius Seniorenzentrum | 3,967 | 80 | - | €679,555 | 2009 | Rheinbach | |
| Seniorenresidenz Am Stübchenbach | 5,874 | 130 | - | €885,134 | 2010 | Bad Harzburg | |
| Seniorenresidenz Kierspe | 3,721 | 79 | - | €622,442 | 2011 | Kierspe | |
| Argentum | 25,688 | 511 | - | €3,092,200 | |||
| Seniorenheim am Dom | 4,310 | 126 | - | €733,320 | 2008 | Halberstadt | |
| Haus Nobilis | 3,186 | 70 | - | €575,098 | 1950 (2015) | Bad Sachsa | |
| Haus Alaba | 2,560 | 64 | - | €246,471 | 1903 (1975) | Bad Sachsa | |
| Haus Concolor | 5,715 | 74 | - | €558,667 | 1950 (2008) | Bad Sachsa | |
| Haus Arche | 531 | 13 | - | €82,157 | 1900 (1975) | Bad Sachsa | |
| Seniorenheim J.J. Kaendler | 4,094 | 73 | - | €302,955 | 1955 (2020) | Meissen | |
| Haus Wellengrund | 5,292 | 91 | - | €593,533 | 2022 | Stemwede | |
| EMVIA | 26,854 | 543 | - | €3,064,514 | |||
| Residenz Zehlendorf | 4,540 | 180 | - | €1,034,427 | 2002 | Berlin | |
| Seniorenwohnpark Hartha | 10,715 | 177 | - | €848,698 | 1996 (2010) | Tharandt | |
| Seniorenpflegezentrum Zur alten Linde | 4,208 | 82 | - | €446,509 | 2004 | Rabenau | |
| Seniorenquartier Heiligenhafen | 7,391 | 104 | - | €734,880 | 2021 | Heiligenhafen | |
| Alloheim | 23,330 | 473 | - | €3,003,220 | |||
| AGO Herkenrath | 4,000 | 80 | - | €621,526 | 2010 | Bergisch Gladbach | |
| AGO Dresden | 5,098 | 116 | - | €663,365 | 2012 | Dresden | |
| AGO Kreischa | 3,670 | 84 | - | €474,189 | 2011 | Kreischa |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Bonn | 5,927 | 108 | - | €800,125 | 2018 | Bonn | |
| Mühlhausen | 4,635 | 85 | - | €444,015 | 1988 (2012) | Mülhausen | |
| Cosiq | 17,060 | 264 | - | €1,843,291 | |||
| Seniorenresidenz an den Kienfichten | 4,332 | 88 | - | €492,615 | 2017 | Dessau-Rosslau | |
| Pflegeteam Odenwald | 1,202 | 32 | - | €243,890 | 1995 (2012) | Wald-Michelbach | |
| Wohnstift am Weinberg | 11,526 | 144 | - | €1,106,786 | 2022 | Kassel | |
| SARA | 12,196 | 162 | - | €1,140,000 | |||
| SARA Seniorenresidenz | 12,196 | 162 | - | €1,140,000 | 1964 (2017) | Bitterfeld-Wolfen | |
| Korian Germany | 7,618 | 151 | - | €968,520 | |||
| Haus Steinbachhof | 7,618 | 151 | - | €968,520 | 2017 | Chemnitz | |
| Procuritas | 7,050 | 127 | - | €924,877 | |||
| Haus Wedau | 3,892 | 70 | - | €460,000 | 2007 | Duisburg | |
| Haus Marxloh | 3,158 | 57 | - | €464,877 | 2007 | Duisburg | |
| Aspida | 5,095 | 120 | - | €707,925 | |||
| Pflegecampus Plauen | 5,095 | 120 | - | €707,925 | 2020 | Plauen | |
| New Care | 6,113 | 79 | - | €693,231 | |||
| Park Residenz | 6,113 | 79 | - | €693,231 | 1899 (2001) | Neumünster | |
| Deutsches Rotes Kreuz | 4,088 | 83 | - | €614,202 | |||
| Käthe-Bernhardt-Haus | 4,088 | 83 | - | €614,202 | 2008 | Husum | |
| Seniorenresidenz Laurentiusplatz GmbH | 5,506 | 79 | - | €551,952 | |||
| Laurentiusplatz | 5,506 | 79 | - | €551,952 | 2018 | Wuppertal | |
| Johanniter | 3,950 | 74 | - | €523,443 | |||
| Johanniter-Haus Lüdenscheid | 3,950 | 74 | - | €523,443 | 2006 | Lüdenscheid | |
| Volkssolidarität | 4,141 | 83 | - | €504,546 | |||
| Goldene Au | 4,141 | 83 | - | €504,546 | 2010 | Sonneberg | |
| Advita Pflegedienst | 6,422 | 91 | - | €489,396 | |||
| Advita Haus Zur Alten Berufsschule | 6,422 | 91 | - | €489,396 | 2016 | Zschopau | |
| Seniorenhaus Lessingstrasse GmbH | 3,963 | 73 | - | €475,023 | |||
| Seniorenhaus Lessingstrasse | 3,963 | 73 | - | €475,023 | 2021 | Wurzen | |
| Hansa Gruppe | 11,203 | 106 | - | €454,617 | |||
| Hansa Pflege-und Betreuungszentrum Dornum | 11,203 | 106 | - | €454,617 | 1993 (2016) | Dornum | |
| ATV Lemförde GmbH | 4,741 | 85 | - | €444,000 | |||
| Sr Lemförde | 4,741 | 85 | - | €444,000 | 2007 | Lemförde | |
| CareCiano | 2,457 | 60 | - | €426,000 | |||
| Haus am Jungfernstieg | 2,457 | 60 | - | €426,000 | 2010 | Neumünster | |
| Birgit Henkel Wohn und Pflegeheim | 5,750 | 80 | - | €421,285 | |||
| Sonnenhaus Ramsloh | 5,750 | 80 | - | €421,285 | 2006 | Saterland-Ramsloh | |
| Inter Pares | 3,275 | 63 | - | €390,000 | |||
| Seniorenhaus Wiederitzsch | 3,275 | 63 | - | €390,000 | 2018 | Leipzig | |
| Auriscare | 4,320 | 94 | - | €309,603 | |||
| BAVARIA Senioren- und Pflegeheim | 4,320 | 94 | - | €309,603 | PROJECT | Sulzbach-Rosenberg | |
| Netherlands | 336,584 | 3,019 | - | €38,603,253 | €39,254,051 | ||
| Korian Netherlands | 55,552 | 590 | - | €7,850,443 | |||
| Saksen Weimar | 2,291 | 42 | - | €614,227 | 2015 | Arnhem | |
| Spes Nostra | 2,454 | 30 | - | €573,745 | 2016 | Vleuten | |
| Villa Koornmarkt | 3,611 | 37 | - | €587,637 | 2017 | Kampen | |
| HGH Leersum | 2,280 | 26 | - | €484,328 | 2018 | Leersum |
Corporate governance statement
| Stepping Stones Leusden 1,689 21 - €296,580 2019 Leusden Zorghuis Smakt 2,111 30 - €247,305 1950 (2010) Smakt Zorgresidentie Mariëndaal 8,728 75 - €993,693 1870 (2011) Velp Sorghuys Tilburg 1,289 22 - €328,552 2020 Berkel-Enschot HGH Leiden 6,468 58 - €655,515 2017 Leiden HGH Amersfoort 2,261 33 - €444,629 1974 (2020) Amersfoort HGH Harderwijk 4,202 45 - €663,280 2020 Harderwijk HGH Franeker 10,750 70 - €705,027 2016 Franeker Stepping Stones Zwolle 1,770 24 - €369,366 2020 Zwolle Villa Casimir 1,273 20 - €212,389 2020 Roermond Villa Meirin 2,175 27 - €245,000 2023 Witmarsum Villa Nuova 2,200 30 - €429,171 2021 Vorden Stichting Vitalis Residentiële Woonvormen 90,984 446 - €4,668,024 Parc Imstenrade 57,181 263 - €2,495,825 2006 Heerlen Genderstate 8,815 44 - €603,388 1991 Eindhoven Petruspark 24,988 139 - €1,568,810 2018 Eindhoven Martha Flora 22,850 259 - €4,441,559 Martha Flora Hilversum 4,055 31 - €653,107 2017 Hilversum Martha Flora Den Haag 2,259 28 - €621,871 2018 Den Haag Martha Flora Rotterdam 2,441 29 - €617,148 2019 Rotterdam Martha Flora Bosch en Duin 2,241 27 - €505,652 2018 Bosch en Duin Martha Flora Hoorn 780 12 - €92,230 2012 Hoorn Martha Flora Dordrecht 2,405 28 - €414,780 2021 Dordrecht Martha Flora Hulsberg 2,452 28 - €357,982 2021 Hulsberg Martha Flora Goes 2,405 28 - €395,850 2022 Goes Martha Flora Oegstgeest 1,428 20 - €375,000 2022 Oegstgeest Martha Flora Breda 2,384 28 - €407,938 2022 Breda NNCZ 38,440 340 - €3,369,682 Wolfsbos 11,997 93 - €950,030 2013 Hoogeveen De Vecht 8,367 79 - €805,566 2012 Hoogeveen De Kaap 6,254 61 - €706,846 2017 Hoogeveen Krakeel 5,861 57 - €588,026 2016 Hoogeveen WZC Beatrix 5,961 50 - €319,214 1969 (1996) Hoogeveen Compartijn 16,297 173 - €3,284,479 Huize de Compagnie 3,593 42 - €711,699 2019 Ede Huize Hoog Kerckebosch 3,212 32 - €648,193 2017 Zeist Huize Ter Beegden 1,895 19 - €373,070 2019 Beegden Huize Roosdael 3,361 26 - €531,384 2019 Roosendaal Huize Groot Waardijn 1,920 26 - €506,964 2019 Tilburg Huize Eresloo 2,316 28 - €513,169 2019 Duizel Domus Magnus 8,007 99 - €2,555,813 Holland 2,897 34 - €1,038,375 2013 Baarn Benvenuta 924 10 - €270,926 2009 Hilversum Molenenk 2,811 40 - €870,546 2017 Deventer Villa Walgaerde 1,375 15 - €375,966 2017 Hilversum Stichting Oosterlengte 18,878 152 - €1,786,720 Het Dokhuis 4,380 32 - €492,906 2017 Oude Pekela Emmaheerdt 11,698 84 - €874,354 2020 Winschoten |
Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|---|
| Havenzicht | 2,800 | 36 | - | €419,460 | 2020 | Scheemda |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Stichting Laverhof | 13,191 | 108 | - | €1,349,053 | |||
| Zorgcampus Uden | 13,191 | 108 | - | €1,349,053 | 2019 | Uden | |
| Saamborgh | 4,902 | 76 | - | €1,113,652 | |||
| Hoge Haeghe | 2,352 | 38 | - | €600,207 | 2022 | Almere | |
| Hof van Waal | 2,550 | 38 | - | €513,445 | 2023 | Tiel | |
| Stichting Zorggroep Noorderboog | 13,555 | 140 | - | €987,285 | |||
| Oeverlanden | 13,555 | 140 | - | €987,285 | 2017 | Meppel | |
| Stichting Rendant | 13,142 | 126 | - | €932,773 | |||
| Heerenhage | 13,142 | 126 | - | €932,773 | 2021 | Heerenveen | |
| Stichting Fundis | 4,738 | 60 | - | €900,000 | |||
| Amadeushuis Alphen aan den RIjn | 2,307 | 27 | - | €405,000 | 2023 | Alphen a/d Rijn | |
| Amadeushuis Waarder | 2,431 | 33 | - | €495,000 | 2023 | Waarder | |
| Stichting Nusantara | 4,905 | 70 | - | €739,774 | |||
| Rumah Saya | 4,905 | 70 | - | €739,774 | 2011 | Ugchelen | |
| Stichting Leger des Heils | 6,017 | 75 | - | €700,500 | |||
| De Merenhoef | 6,017 | 75 | - | €700,500 | 2019 | Maarssen | |
| U-center | 7,416 | 59 | - | €695,031 | |||
| U-center | 7,416 | 59 | - | €695,031 | 2015 | Epen | |
| Zorghaven Groep | 3,489 | 36 | - | €572,918 | |||
| Zuyder Haven Oss | 1,674 | 18 | - | €320,410 | 2018 | Oss | |
| Buyten Haven Dordrecht | 1,815 | 18 | - | €252,507 | 2016 | Dordrecht | |
| Zorggroep Apeldoorn | 2,653 | 48 | - | €508,633 | |||
| Pachterserf | 2,653 | 48 | - | €508,633 | 2011 | Apeldoorn | |
| Sandstep Healthcare | 1,911 | - | - | €451,730 | |||
| CosMed Kliniek | 1,911 | - | - | €451,730 | 1950 | Bosch en Duin | |
| Valuas Zorggroep | 1,925 | 26 | - | €395,790 | |||
| Residence Coestraete | 1,925 | 26 | - | €395,790 | 2023 | Zwolle | |
| Warm Hart | 2,114 | 27 | - | €383,873 | |||
| Warm Hart Oosterbeek | 2,114 | 27 | - | €383,873 | 2022 | Oosterbeek | |
| Cardea | 2,565 | 63 | - | €356,851 | |||
| OZC Orion | 2,565 | 63 | - | €356,851 | 2014 | Leiderdorp | |
| Wonen bij September | 1,466 | 20 | - | €302,729 | |||
| September Nijverdal | 1,466 | 20 | - | €302,729 | 2019 | Nijverdal | |
| Omega | 1,587 | 26 | - | €255,941 | |||
| Meldestraat | 1,587 | 26 | - | €255,941 | 2019 | Emmeloord | |
| 1 United Kingdom |
329,369 | 7,260 | - | €66,550,005 | €70,965,116 | ||
| £57,653,494 | £61,478,386 | ||||||
| Maria Mallaband | 56,567 | 1,263 | - | £11,415,285 | |||
| Ashmead | 4,557 | 110 | - | £1,176,325 | 2004 | Putney | |
| Belvoir Vale | 2,158 | 56 | - | £779,762 | 1991 (2016) | Widmerpool | |
| Blenheim 2 | 2,288 | 64 | - | £284,148 | 2000 (2015) | Ruislip | |
| Coplands | 3,445 | 79 | - | £680,645 | 1998 (2016) | Wembley | |
| Eltandia Hall | 3,531 | 83 | - | £750,839 | 1999 | Norbury | |
| Glennie House | 2,279 | 52 | - | £135,365 | 2005 (2014) | Auchinleck | |
| Heritage | 2,972 | 72 | - | £985,023 | 2002 (2015) | Tooting | |
| Kings Court | 2,329 | 60 | - | £268,908 | 2000 (2016) | Swindon |
Amounts in £ were converted into € based on the exchange rate of 31 December 2023 (0.86632 €/£).
Asset classified as held for sale.
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Knights Court | 3,100 | 80 | - | £575,223 | 1998 (2017) | Edgware | |
| Ottery | 3,513 | 62 | - | £765,491 | 2019 | Ottery St Mary | |
| River View | 5,798 | 137 | - | £1,004,310 | 2001 | Reading | |
| The Windmill | 2,332 | 53 | - | £225,146 | 2007 (2015) | Slough | |
| Deepdene | 3,009 | 66 | - | £935,749 | 2006 | Dorking | |
| Princess Lodge | 4,087 | 85 | - | £422,321 | 2006 | Swindon | |
| Minster Grange | 4,815 | 83 | - | £1,108,274 | 2012 | York | |
| Chartwell Manor | 3,702 | 61 | - | £776,993 | 2022 | Aylesbury | |
| Creggan Bahn Court | 2,652 | 60 | - | £540,765 | 2022 | Ayr | |
| Bondcare Group | 64,483 | 1,484 | - | £9,420,651 | |||
| Alexander Court | 3,347 | 82 | - | £587,174 | 2002 | Dagenham | |
| Ashurst Park | 2,145 | 47 | - | £508,352 | 1990 (2016) | Tunbridge Wells | |
| Ashwood | 2,722 | 70 | - | £406,113 | 2001 (2017) | Hayes | |
| Beech Court | 2,135 | 51 | - | £415,230 | 1999 | Romford | |
| Beechcare | 2,739 | 65 | - | £784,294 | 1989 (2017) | Darenth | |
| Bentley Court | 3,755 | 77 | - | £395,200 | 2009 (2016) | Wednesfield | |
| Brook House | 3,155 | 74 | - | £536,967 | 2001 (2017) | Thamesmead | |
| Chatsworth Grange | 2,558 | 66 | - | £293,593 | 1998 (2017) | Sheffield | |
| Clarendon | 2,132 | 51 | - | £355,809 | 1998 (2017) | Croydon | |
| Coniston Lodge | 3,733 | 92 | - | £447,360 | 2003 | Feltham | |
| Derwent Lodge | 2,612 | 62 | - | £571,735 | 2000 | Feltham | |
| Green Acres | 2,352 | 62 | - | £284,964 | 2000 (2017) | Leeds | |
| Lashbrook House | 1,741 | 46 | - | - | 1995 (2016) | Lower Shiplake | |
| Meadowbrook | 3,334 | 69 | - | £303,921 | 1991 (2015) | Gobowen | |
| Moorland Gardens | 3,472 | 79 | - | £455,942 | 2004 | Luton | |
| Springfield | 3,153 | 80 | - | £356,658 | 2000 | Ilford | |
| The Fountains | 2,510 | 62 | - | £382,099 | 2000 | Rainham | |
| The Mount | 1,229 | 35 | - | - | 2001 (2015) | Wargrave | |
| The Grange | 7,693 | 160 | - | £782,024 | 2005 | Southall | |
| The Hawthorns | 4,558 | 73 | - | £803,215 | 2011 | Woolston | |
| Uplands | 3,411 | 81 | - | £750,000 | 2007 | Shrewsbury | |
| Care UK | 32,368 | 740 | - | £4,211,800 | |||
| Armstrong House | 2,799 | 71 | - | £351,384 | 2006 (2016) | Gateshead | |
| Cheviot Court | 2,978 | 73 | - | £596,872 | 2006 (2016) | South Shields | |
| Church View 1 | 1,653 | 42 | - | £150,421 | 2004 (2015) | Seaham | |
| Collingwood Court | 2,525 | 63 | - | £541,517 | 2005 (2016) | North Shields | |
| Elwick Grange | 2,493 | 60 | - | £333,334 | 2002 | Hartlepool | |
| Grangewood Care Centre | 2,317 | 50 | - | £348,978 | 2005 (2016) | Houghton Le Spring | |
| Hadrian House 1 | 2,487 | 55 | - | £332,131 | 2002 (2016) | Blaydon | |
| Hadrian Park | 2,892 | 73 | - | £271,962 | 2004 | Billingham | |
| Ponteland Manor | 2,160 | 52 | - | £192,539 | 2003 (2016) | Ponteland | |
| Stanley Park | 3,240 | 71 | - | £466,908 | 2006 (2015) | Stanley | |
| The Terrace | 2,190 | 40 | - | £264,742 | 1800 (2016) | Richmond | |
| Ventress Hall 1 | 4,635 | 90 | - | £361,011 | 1994 (2017) | Darlington | |
| Highgate Care 2 | 27,659 | 693 | - | £4,022,868 | |||
| Oaktree Hall & Lodge | 2,471 | 65 | - | £442,584 | 2005 (2014) | Bessingby | |
| Cherry Trees 1 | 3,178 | 81 | - | £241,186 | 1990 (2017) | Barnsley | |
| 1. Asset classified as held for sale. 2. Part of North Bay Group. |
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AEDIFICA AEDIFICA |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Figham House | 2,131 | 63 | - | £565,840 | 2017 | Beverley | |
| Foresters Lodge | 2,241 | 69 | - | £400,327 | 2017 | Bridlington | |
| Maple Lodge | 1,673 | 55 | - | £246,232 | 1989 (2017) | Scotton | |
| Cranswick Lodge | 1,812 | 48 | - | £299,647 | 1995 (2015) | Driffield | |
| The Elms & Oakwood | 5,361 | 80 | - | £458,171 | 1995 (2016) | Louth | |
| The Grange | 2,919 | 73 | - | £349,219 | 2005 (2015) | Darlington | |
| The Lawns | 2,459 | 62 | - | £252,452 | 2005 (2017) | Darlington | |
| The Limes | 3,414 | 97 | - | £767,210 | 2017 | Driffield | |
| Emera | 17,262 | 268 | - | £3,816,362 | |||
| Lavender Villa | 1,724 | 20 | - | £316,575 | 2011 | Grouville | |
| Crovan Court | 2,397 | 52 | - | £351,750 | 2019 | Ramsey | |
| Le Petit Bosquet | 2,179 | 43 | - | £517,504 | 2023 | St. Laurence | |
| St. Joseph's | 7,777 | 83 | - | £1,406,233 | PROJECT | St. Hellier | |
| Les Charrières | 2,413 | 50 | - | £625,800 | 2020 | Jersey | |
| St. Joseph's Flats 1 | 772 | 20 | - | £315,000 | 1970 | St. Hellier | |
| St. Joseph's Land 1 | - | - | - | £283,500 | - | St. Hellier | |
| Anchor Hanover Group | 17,000 | 330 | - | £3,600,167 | |||
| Hazel End | 3,210 | 66 | - | £832,631 | 2019 | Bishops Stortford | |
| Marham House | 3,435 | 66 | - | £702,308 | 2020 | Bury St. Edmunds | |
| Corby Priors Hall Park | 3,499 | 66 | - | £646,463 | 2021 | Corby | |
| Glenvale Park | 3,456 | 66 | - | £672,849 | 2022 | Wellingborough | |
| Overstone House | 3,400 | 66 | - | £745,915 | 2022 | Northampton | |
| Renaissance | 22,414 | 512 | - | £3,336,427 | |||
| Beech Manor | 2,507 | 46 | - | £223,273 | 1995 (2017) | Blairgowrie | |
| Jesmond | 2,922 | 65 | - | £474,268 | 2008 (2015) | Aberdeen | |
| Kingsmills | 2,478 | 60 | - | £620,022 | 1997 (2010) | Inverness | |
| Letham Park | 2,954 | 70 | - | £422,905 | 1995 (2017) | Edinburgh | |
| Meadowlark | 2,005 | 57 | - | £192,652 | 1989 (2015) | Forres | |
| Persley Castle | 1,550 | 40 | - | £257,203 | 1970 (2017) | Aberdeen | |
| The Cowdray Club | 2,581 | 35 | - | £398,910 | 2009 (2016) | Aberdeen | |
| Torry | 3,028 | 81 | - | £358,060 | 1996 (2016) | Aberdeen | |
| Whitecraigs | 2,389 | 58 | - | £389,133 | 2001 | Glasgow | |
| Rosedale Care 2 | 15,145 | 368 | - | £2,706,152 | |||
| Crystal Court | 2,879 | 60 | - | £589,274 | 2012 | Harrogate | |
| Highfield Care Centre | 3,260 | 88 | - | £432,849 | 2003 (2015) | Castleford | |
| Maple Court | 3,045 | 64 | - | £519,633 | 2018 | Scarborough | |
| Priestley | 1,520 | 40 | - | £267,852 | 2002 (2016) | Birstall | |
| The Hawthornes | 1,512 | 40 | - | £297,959 | 2003 (2017) | Birkenshaw | |
| The Sycamores | 1,627 | 40 | - | £385,911 | 2003 (2016) | Wakefield | |
| York House | 1,302 | 36 | - | £212,674 | 1999 (2016) | Dewsbury | |
| Danforth Care | 9,812 | 186 | - | £2,392,496 | |||
| Weavers Court | 3,456 | 66 | - | £808,496 | 2022 | Rawdon | |
| The Mayfield Care Home | 3,178 | 60 | - | £792,000 | 2023 | Whitby | |
| Heath Lodge | 3,178 | 60 | - | £792,000 | 2022 | Holt |
Asset classified as held for sale.
Part of North Bay Group.
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |||
|---|---|---|---|---|---|---|---|---|---|
| Excelcare | 14,007 | 244 | - | £2,336,880 | |||||
| Abbot Care Home | 6,827 | 98 | - | £812,240 | 2016 | Harlow | |||
| Stanley Wilson Lodge | 3,766 | 75 | - | £651,040 | 2010 | Saffron Walden | |||
| St Fillans Care Home | 3,414 | 71 | - | £873,600 | 2012 | Colchester | |||
| Hamberley Care Homes | 7,177 | 129 | - | £1,808,310 | |||||
| Richmond Manor | 3,808 | 69 | - | £949,520 | 2020 | Ampthill | |||
| Abbotts Wood | 3,369 | 60 | - | £858,790 | 2021 | Hailsham | |||
| Caring Homes | 8,898 | 221 | - | £1,572,930 | |||||
| Brooklyn House | 1,616 | 38 | - | £362,981 | 2009 (2016) | Attleborough | |||
| Guysfield | 2,052 | 51 | - | £425,689 | 2000 (2015) | Letchworth | |||
| Hillside House and Mellish House | 3,629 | 92 | - | £504,851 | 2005 (2016) | Sudbury | |||
| Sanford House | 1,601 | 40 | - | £279,409 | 1998 (2016) | East Dereham | |||
| St Mary's Care 1 | 6,794 | 133 | - | £1,219,150 | |||||
| Shipley Manor | 3,799 | 66 | - | £510,000 | 2022 | Shipley | |||
| St Mary's Riverside | 2,995 | 67 | - | £709,150 | 2021 | Hessle | |||
| Lifeways | 3,880 | 67 | - | £1,139,308 | |||||
| Heath Farm | 2,832 | 47 | - | £764,908 | 2009 | Scopwick | |||
| Sharmers Fields House | 1,048 | 20 | - | £374,400 | 2008 (2010) | Leamington Spa | |||
| Harbour Healthcare | 7,038 | 192 | - | £1,010,479 | |||||
| Bentley Rosedale Manor | 2,896 | 78 | - | £411,958 | 2010 (2017) | Crewe | |||
| Oak Lodge 2 | 1,699 | 45 | - | £300,000 | 1995 (2018) | Chard | |||
| Tree Tops Court | 2,442 | 69 | - | £298,520 | 1990 (2015) | Leek | |||
| Marton Care 1 | 6,900 | 173 | - | £856,138 | |||||
| Grosvenor Park | 2,312 | 61 | - | £327,725 | 2004 (2016) | Darlington | |||
| Riverside View | 2,362 | 59 | - | £327,725 | 2004 (2016) | Darlington | |||
| The Lodge | 2,226 | 53 | - | £200,688 | 2003 (2016) | South Shields | |||
| Sandstone Care Group | 4,107 | 80 | - | £855,000 | |||||
| Priesty Fields | 4,107 | 80 | - | £855,000 | 2021 | Congleton | |||
| HC-One | 3,048 | 60 | - | £792,000 | |||||
| Blakelands Lodge | 3,048 | 60 | - | £792,000 | 2022 | Marston Moretaine | |||
| Torwood Care | 3,256 | 68 | - | £651,250 | |||||
| Sleaford Ashfield Road | 3,256 | 68 | - | £651,250 | 2023 | Sleaford | |||
| Barchester | 1,554 | 49 | - | £489,842 | |||||
| Edingley Lodge | 1,554 | 49 | - | £489,842 | 2008 (2023) | Edingley | |||
| Finland | 272,799 | 3,594 | 11,197 | €59,486,004 | €60,314,488 | ||||
| Municipalities / Wellbeing counties | 55,734 | 354 | 3,579 | €12,195,710 | |||||
| (multiple tenants) | |||||||||
| Koy Raahen Palokunnanhovi | 423 | - | 60 | €88,297 | 2010 | Raahe | |||
| Koy Siilinjärven Sinisiipi | 568 | - | 72 | €110,731 | 2012 | Toivala | |||
| Koy Mäntyharjun Lääkärinkuja | 1,667 | 41 | - | €312,103 | 2017 | Mäntyharju | |||
| Koy Uudenkaupungin Puusepänkatu | 1,209 | 30 | - | €278,752 | 2017 | Uusikaupunki | |||
| Koy Uudenkaupungin Merimetsopolku B (PK) | 661 | - | 78 | €149,956 | 2017 | Uusikaupunki | |||
| Koy Siilinjärven Risulantie | 2,286 | 30 | - | €606,859 | 2018 | Siilinjärvi | |||
| Koy Ylivieskan Mikontie 1 | 847 | 15 | - | €237,656 | 2018 | Ylivieska | |||
| Koy Ylivieskan Ratakatu 12 | 1,294 | 30 | - | €317,501 | 2018 | Ylivieska | |||
| Koy Raahen Vihastenkarinkatu | 800 | - | 120 | €168,444 | 2018 | Raahe | |||
| 1. Part of North Bay Group. 2. Asset classified as held for sale. This property was divested on 2 February 2024. |
|||||||||
| ANNUAL REPORT 2023 – ADDITIONAL INFORMATION ANNUAL REPORT 2023 - ADDITIONAL INFORMATION |
201 22 |
AEDIFICA AEDIFICA |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Koy Rovaniemen Mäkirannantie | 530 | - | 75 | €143,055 | 1989 | Rovaniemi | |
| Koy Jyväskylän Ailakinkatu | 1,542 | - | 150 | €392,129 | 2019 | Jyväskylä | |
| Koy Siilinjärven Nilsiäntie | 1,086 | - | 100 | €225,013 | 2019 | Siilinjärvi | |
| Koy Laihian Jarrumiehentie | 630 | - | 75 | €73,633 | 2019 | ||
| Koy Mikkelin Sahalantie | 1,730 | - | 150 | €485,052 | 2019 | ||
| Koy Rovaniemen Santamäentie | 2,200 | - | 203 | €389,584 | 2020 | Rovaniemi | |
| Koy Vaasan Uusmetsäntie | 2,519 | - | 210 | €503,935 | 2020 | ||
| Koy Rovaniemen Gardininkuja | 653 | - | 76 | €227,026 | 2020 | Rovaniemi | |
| Koy Oulun Ruismetsä | 2,140 | - | 205 | €505,922 | 2020 | ||
| Oulun Salonpään koulu | 2,026 | - | 206 | €687,244 | 2021 | ||
| Koy Kuopion Männistönkatu PK | 2,104 | - | 168 | €349,042 | 2021 | ||
| Koy Oulun Valjastie (Hintta) | 1,901 | - | 150 | €480,505 | 2021 | ||
| Raahe care home | 2,450 | 60 | - | €471,682 | 2021 | ||
| Jyväskylä Harjutie | 943 | - | 91 | €275,219 | 2021 | Vaajakoski | |
| Kaskinen Bladintie | 600 | 13 | - | €114,268 | 2009 | Kaskinen | |
| Kokkola Ilkantie | 3,353 | 73 | - | €587,880 | 2016 | ||
| Helsinki Kansantie | 3,654 | - | 360 | €677,213 | 2022 | ||
| Koy Keravan Lehmuskatu | 2,990 | 62 | - | €434,451 | 2022 | ||
| Tampere Teräskatu | 3,363 | - | 240 | €610,296 | 2023 | Tampere | |
| Koy Oulun Jahtivoudintie | 3,622 | - | 340 | €808,980 | 2023 | ||
| Koy Oulun Riistakuja | 3,406 | - | 300 | €657,082 | 2022 | ||
| Oulu Mäntypellonpolku | 1,488 | - | 150 | €505,680 | 2023 | ||
| Rovaniemi Koulukaari | 1,050 | - | - | €320,520 | 2023 | Rovaniemi | |
| Attendo | 49,126 | 1,185 | - | €10,613,986 | |||
| Koy Vihdin Vanhan sepäntie | 1,498 | 40 | - | €359,173 | 2015 | Nummela | |
| Koy Kouvolan Vinttikaivontie | 1,788 | 48 | - | €428,463 | 2015 | ||
| Koy Lahden Vallesmanninkatu | 1,199 | 30 | - | €279,524 | 2015 | ||
| Koy Orimattilan Suppulanpolku | 1,498 | 40 | - | €378,126 | 2016 | Orimattila | |
| Koy Espoon Vuoripirtintie | 1,480 | 35 | - | €336,407 | 2016 | ||
| Koy Kajaanin Erätie | 1,920 | 52 | - | €385,772 | 2017 | ||
| Koy Heinolan Lähteentie | 1,665 | 41 | - | €362,198 | 2017 | ||
| Koy Porvoon Fredrika Runebergin katu | 973 | 29 | - | €286,398 | 2017 | ||
| Koy Pihtiputaan Nurmelanpolku | 963 | 24 | - | €208,942 | 2017 | Pihtipudas | |
| Koy Pihtiputaan Nurmelanpolku | 460 | 16 | - | €71,057 | 2004 | Pihtipudas | |
| Koy Nokian Näsiäkatu | 1,665 | 41 | - | €373,303 | 2017 | ||
| Koy Oulun Ukkoherrantie B | 878 | 20 | - | €216,588 | 2017 | ||
| Koy Keravan Männiköntie | 862 | 27 | - | €271,728 | 2017 | ||
| Koy Lohjan Ansatie | 1,593 | 40 | - | €372,153 | 2017 | ||
| Koy Uudenkaupungin Merimetsopolku C (HKO) | 655 | 15 | - | €156,253 | 2017 | Uusikaupunki | |
| Koy Nurmijärven Ratakuja | 856 | 20 | - | €202,753 | 2017 | Nurmijärvi | |
| Koy Rovaniemen Matkavaarantie | 977 | 21 | - | €198,843 | 2018 | Rovaniemi | |
| Koy Mikkelin Ylännetie 8 | 982 | 22 | - | €203,788 | 2018 | ||
| Koy Vaasan Vanhan Vaasankatu | 1,195 | 25 | - | €236,539 | 2018 | ||
| Koy Oulun Sarvisuontie | 1,190 | 27 | - | €241,626 | 2019 | ||
| Koy Vihdin Hiidenrannantie | 1,037 | 23 | - | €242,805 | 2019 | Nummela | |
| 1,218 | 31 | - | €247,564 | 2019 | |||
| 65 | - | €656,297 | 2019 | ||||
| Koy Kokkolan Ankkurikuja | |||||||
| Koy Kuopion Portti A2 | 2,706 | ||||||
| Koy Pieksämäen Ruustinnantie Koy Kouvolan Ruskeasuonkatu |
792 3,019 |
20 60 |
- - |
€165,268 €549,959 |
2020 2020 |
Pieksämäki |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Koy Lohjan Sahapiha (care home) | 2,470 | 50 | - | €468,925 | 2021 | Lohja | |
| Kotka Metsäkulmankatu | 1,521 | 40 | - | €342,250 | 2010 | Kotka | |
| Vasaa Tehokatu | 3,068 | 78 | - | €515,722 | 2010 | Vaasa | |
| Oulu Isopurjeentie | 3,824 | 86 | - | €753,720 | 2010 | Oulu | |
| Teuva Tuokkolantie | 834 | 18 | - | €139,729 | 2010 | Teuva | |
| Koy Oulun Juhlamarssi | 2,477 | 52 | - | €435,635 | 2022 | Oulu | |
| Kokkola Metsämäentie | 1,078 | 26 | - | €283,890 | 2014 | Kokkola | |
| Kokkola Kärrytie | 790 | 23 | - | €242,590 | 2008 | Kokkola | |
| Mehiläinen | 24,876 | 557 | - | €5,444,823 | |||
| Koy Porin Ojantie | 1,629 | 40 | - | €378,432 | 2015 | Pori | |
| Koy Jyväskylän Väliharjuntie | 1,678 | 42 | - | €395,665 | 2015 | Vaajakoski | |
| Koy Espoon Hirvisuontie | 823 | 20 | - | €184,485 | 2017 | Espoo | |
| Koy Hollolan Sarkatie | 1,663 | 42 | - | €404,316 | 2017 | Hollola | |
| Koy Hämeenlinnan Jukolanraitti | 1,925 | 40 | - | €416,740 | 2018 | Hämeenlinna | |
| Koy Sipoon Aarretie | 964 | 21 | - | €201,545 | 2018 | Sipoo | |
| Koy Lappeenrannan Orioninkatu | 935 | 22 | - | €207,662 | 2018 | Lappeenranta | |
| Koy Porvoon Haarapääskyntie | 886 | 17 | - | €154,923 | 2019 | Porvoo | |
| Koy Äänekosken Likolahdenkatu | 771 | 15 | - | €145,852 | 2019 | Äänekoski | |
| Koy Kangasalan Rekiäläntie | 1,240 | 28 | - | €276,744 | 2019 | Kangasala | |
| Koy Iisalmen Satamakatu | 2,630 | 53 | - | €523,051 | 2020 | Iisalmi | |
| Koy Oulun Siilotie | 1,868 | 45 | - | €415,835 | 2020 | Oulu | |
| MT Espoo Kurttilantie | 998 | 26 | - | €210,847 | 2022 | Espoo | |
| Jyväskylä Sulkulantie | 850 | 18 | - | €159,581 | 2017 | Jyväskylä | |
| Oulun Villa Sulka | 2,973 | 60 | - | €666,120 | 2016 | Oulu | |
| Mikkelin Kastanjakuja | 963 | 20 | - | €188,407 | 2019 | Mikkeli | |
| Kuopion Oiva | 619 | 17 | - | €153,745 | 2019 | Kuopio | |
| Jyväskylä Martikaisentie | 832 | 17 | - | €212,088 | 2014 | Jyväskylä | |
| Nokian Luhtatie | 630 | 14 | - | €148,785 | 2018 | Nokia | |
| Norlandia | 21,178 | 244 | 1,229 | €4,693,057 | |||
| Koy Jyväskylän Haperontie | 700 | - | 84 | €149,450 | 2016 | Jyväskylä | |
| Koy Espoon Oppilaantie | 1,045 | - | 120 | €217,319 | 2017 | Espoo | |
| Koy Kuopion Rantaraitti | 822 | - | 96 | €178,292 | 2017 | Kuopio | |
| Koy Ruskon Päällistönmäentie | 697 | - | 84 | €165,081 | 2017 | Rusko | |
| Koy Uudenkaupungin Merilinnuntie | 702 | - | 84 | €160,453 | 2018 | Uusikaupunki | |
| Koy Lahden Piisamikatu | 697 | - | 84 | €159,356 | 2018 | Lahti | |
| Koy Turun Lukkosepänkatu | 882 | - | 100 | €208,079 | 2018 | Turku | |
| Koy Sipoon Aarrepuistonkuja | 668 | - | 75 | €160,189 | 2018 | Sipoo | |
| Koy Keuruun Tehtaantie | 538 | - | 60 | €121,884 | 2018 | Keuruu | |
| Koy Mynämäen Opintie | 697 | - | 84 | €159,985 | 2019 | Mynämäki | |
| Koy Ruskon Päällistönmäentie (2.phase) | 505 | - | 60 | €114,412 | 2019 | Rusko | |
| Koy Haminan Lepikönranta | 575 | - | 80 | €148,126 | 2019 | Hamina | |
| Koy Jyväskylän Vävypojanpolku | 769 | - | 84 | €176,386 | 2019 | Jyväskylä | |
| Tuusula Isokarhunkierto (elderly care) | 1,920 | 46 | - | €403,451 | 2020 | Tuusula | |
| Tuusula Isokarhunkierto (childcare) | 789 | - | 84 | €165,791 | 2020 | Tuusula | |
| Helsinki Pakarituvantie (childcare) | 620 | - | 50 | €115,524 | 2022 | Helsinki | |
| Helsinki Pakarituvantie (elderly care & other) | 4,960 | 108 | - | €1,017,360 | 2022 | Helsinki | |
| Kuopio Opistotie | 3,595 | 90 | - | €871,920 | 2022 | Kuopio | |
| Touhula | 17,901 | - | 2,049 | €4,414,909 | |||
| Koy Nurmijärven Laidunalue | 477 | - | 57 | €106,862 | 2011 | Nurmijärvi | |
| ANNUAL REPORT 2023 – ADDITIONAL INFORMATION ANNUAL REPORT 2023 - ADDITIONAL INFORMATION |
203 24 |
AEDIFICA AEDIFICA |
|||||
Corporate governance statement
| 603 564 564 734 452 891 737 468 |
- - - - - - |
66 72 70 90 53 |
€131,400 €142,074 €148,840 €180,218 €118,093 |
2023 2013 2014 2014 |
Nurmijärvi | |
|---|---|---|---|---|---|---|
| Kuopio Porvoo Pirkkala |
||||||
| 2015 | Pirkkala | |||||
| 75 | €223,332 | 2014 | Espoo | |||
| - | 93 | €179,274 | 2015 | Tampere | ||
| - | 50 | €105,736 | 2019 | Tampere | ||
| 911 | - | 97 | €228,269 | 2015 | Turku | |
| 553 | - | 60 | €123,262 | 2018 | Turku | |
| 567 | - | 60 | €157,233 | 2015 | Turku | |
| Vantaa | ||||||
| Espoo | ||||||
| Kangasala | ||||||
| Ylöjärvi | ||||||
| Vantaa | ||||||
| Porvoo | ||||||
| Espoo | ||||||
| Vantaa | ||||||
| Espoo | ||||||
| Kirkkonummi | ||||||
| Tornio | ||||||
| Lahti | ||||||
| Iisalmi | ||||||
| Oulu | ||||||
| Kangasala | ||||||
| Tampere | ||||||
| Mäntsälä | ||||||
| Lahti | ||||||
| Kouvola | ||||||
| Nokia | ||||||
| Vantaa | ||||||
| Rovaniemi | ||||||
| Vantaa | ||||||
| Vantaa | ||||||
| 1,313 | - | 168 | €310,262 | 2017 | Pirkkala | |
| 916 | - | 102 | €180,095 | 2017 | Jyväskylä | |
| 825 | - | 96 | €186,861 | 2017 | Kaarina | |
| 915 | - | 96 | €196,972 | 2018 | Pori | |
| 648 | - | 72 | €141,234 | 2018 | Mikkeli | |
| 547 | - | 72 | €157,327 | 2018 | Sotkamo | |
| 1,091 | - | 120 | €241,773 | 2018 | Oulu | |
| Oulu | ||||||
| Lahti | ||||||
| Lohja | ||||||
| Klaukkala | ||||||
| Kangasala | ||||||
| Liminka | ||||||
| 890 912 561 707 896 670 769 484 472 565 635 894 644 330 252 703 17,984 645 561 566 993 584 1,186 959 531 654 703 478 1,153 857 917 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
108 108 72 84 108 84 96 58 54 72 72 72 72 41 35 70 2,086 66 72 68 126 73 132 120 64 75 90 60 120 87 99 |
€235,148 €228,445 €151,250 €168,853 €220,633 €169,051 €197,520 €132,018 €116,734 €152,755 €137,067 €261,313 €144,466 €68,627 €56,233 €130,200 €4,092,423 €167,085 €141,571 €144,913 €189,930 €154,883 €306,886 €209,216 €132,124 €149,124 €177,541 €105,184 €248,896 €185,748 €159,840 |
2015 2015 2015 2015 2016 2016 2016 2016 2016 2017 2017 2018 2018 2018 2018 2022 2013 2015 2016 2016 2016 2016 2016 2018 2019 2019 2021 2021 2022 2022 |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Oulu Pateniemenranta | 614 | - | 66 | €114,060 | 2023 | Oulu | |
| Espoo Ylismäenkuja | 331 | - | 42 | €90,900 | 2023 | Espoo | |
| Esperi | 8,329 | 194 | - | €2,021,333 | |||
| Koy Loviisan Mannerheiminkatu | 1,133 | 29 | - | €246,000 | 2015 | Loviisa | |
| Koy Kajaanin Menninkäisentie | 1,178 | 30 | - | €337,399 | 2016 | Kajaani | |
| Koy Iisalmen Kangaslammintie | 802 | 20 | - | €194,123 | 2018 | Iisalmi | |
| Seinäjoki Kutojankatu | 5,217 | 115 | - | €1,243,811 | 2018 | Seinäjoki | |
| Kristillinen koulu | 7,915 | - | 717 | €1,682,412 | |||
| Koy Järvenpään Yliopettajankatu | 1,784 | - | 180 | €340,457 | 2020 | Järvenpää | |
| Koy Espoon Matinkartanontie | 6,131 | - | 537 | €1,341,955 | 2021 | Espoo | |
| Multiple tenants | 6,554 | 95 | - | €1,274,724 | |||
| Koy Euran Käräjämäentie | 2,400 | 42 | - | €96,980 | 2018 | Eura | |
| Vantaa Asolantie | 4,154 | 53 | - | €1,177,744 | 2012 | Vantaa | |
| Ikifit | 5,845 | 137 | - | €1,108,723 | |||
| Koy Kangasalan Hilmanhovi | 995 | 30 | - | €227,083 | 2009 | Kangasala | |
| Turun Malin Trällinkuja | 1,923 | 50 | - | €396,000 | 2022 | Turku | |
| Koy Tampereen Sisunaukio (elderly care) | 2,927 | 57 | - | €485,640 | 2022 | Tampere | |
| Nonna Group | 4,014 | - | 110 | €817,008 | |||
| Oulu Vaarapiha | 4,014 | - | 110 | €817,008 | 2023 | Oulu | |
| Helsingin Ensikoti | 3,962 | 32 | - | €785,340 | |||
| Helsinki Ensikodintie | 3,962 | 32 | - | €785,340 | 2023 | Helsinki | |
| Rinnekoti | 4,283 | 89 | - | €792,056 | |||
| Koy Turun Lemmontie | 926 | 21 | - | €181,399 | 2021 | Turku | |
| Oulu Ukkoherrantie A | 1,073 | 21 | - | €178,686 | 2021 | Oulu | |
| Jyväskylä Haukankaari | 1,232 | 26 | - | €233,971 | 2022 | Jyväskylä | |
| Nokia Tähtisumunkatu | 1,052 | 21 | - | €198,000 | 2023 | Nokia | |
| KVPS | 3,066 | 59 | - | €647,750 | |||
| Koy Jyväskylän Palstatie | 825 | 15 | - | €160,350 | 2019 | Jyväskylä | |
| Koy Lahden keva makarantie | 791 | 15 | - | €168,307 | 2020 | Lahti | |
| Koy Helsinin Pakarituvantie (disabled care) | 1,450 | 29 | - | €319,093 | 2022 | Helsinki | |
| Sentica | 2,642 | - | 318 | €615,299 | |||
| Koy Raision Tenavakatu | 622 | - | 75 | €153,017 | 2013 | Raisio | |
| Koy Maskun Ruskontie | 622 | - | 75 | €146,615 | 2014 | Masku | |
| Koy Maskun Ruskontie (extension) | 579 | - | 72 | €137,723 | 2018 | Masku | |
| Koy Paimion Mäkiläntie | 820 | - | 96 | €177,944 | 2018 | Paimio | |
| Aspa | 2,433 | 70 | - | €475,375 | |||
| KEVA Lohja Porapojankuja | 774 | 15 | - | €140,015 | 2021 | Lohja | |
| Loimaan Villa Inno | 1,093 | 23 | - | €203,848 | 2019 | Loimaa | |
| Kouvolan Oiva | 566 | 32 | - | €131,511 | 2019 | Kouvola | |
| Hovi Group | 1,978 | 32 | - | €381,230 | |||
| Nokia Kivimiehenkatu | 1,978 | 32 | - | €381,230 | 2012 | Nokia | |
| Musiikkikoulu Rauhala | 1,609 | - | 195 | €373,204 | |||
| Koy Laukaan Hytösenkuja | 730 | - | 87 | €186,253 | 2015 | Laukaa | |
| Koy Laukaan Saratie | 879 | - | 108 | €186,951 | 2018 | Laukaa | |
| Tampereen ensija turvakoti | 950 | 18 | - | €313,631 | |||
| Tampere Haiharansuu | 950 | 18 | - | €313,631 | 2022 | Tampere | |
| Pääkaupungin turvakoti | 1,018 | 14 | - | €312,826 | |||
| Koy Helsingin Työnjohtajankadun Seppä 3 | 1,018 | 14 | - | €312,826 | 2021 | Helsinki |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Peurunka | 1,086 | 22 | - | €308,976 | |||
| Laukaa Peurungantie | 1,086 | 22 | - | €308,976 | 2020 | Laukaa | |
| Paltan Palveluasunnot | 1,507 | 24 | 54 | €308,066 | |||
| Koy Turun Paltankatu | 1,507 | 24 | 54 | €308,066 | 2019 | Turku | |
| Sospro | 1,457 | 27 | - | €303,546 | |||
| Koy Janakkalan Kekanahontie | 1,457 | 27 | - | €303,546 | 2019 | Janakkala | |
| Pihlajantertut | 1,613 | 33 | - | €285,269 | |||
| Espoo Rajamännynahde | 1,613 | 33 | - | €285,269 | 2002 | Espoo | |
| Rebekan Hoitokoti | 1,222 | 30 | - | €278,496 | |||
| Koy Iisalmen Vemmelkuja | 1,222 | 30 | - | €278,496 | 2019 | Iisalmi | |
| Huhtihovi | 1,199 | 30 | - | €273,043 | |||
| Salo Papinkuja | 1,199 | 30 | - | €273,043 | 2021 | Salo | |
| Sotehotellit | 1,521 | 32 | - | €269,256 | |||
| Koy Ulvilan Kulmalantie | 1,521 | 32 | - | €269,256 | 2020 | Ulvila | |
| Validia | 1,053 | 17 | - | €266,711 | |||
| Koy Kuusankosken Keva | 1,053 | 17 | - | €266,711 | 2021 | Kouvula | |
| Suomen Kristilliset Hoivakodit | 1,178 | 27 | - | €258,023 | |||
| Koy Kajaani Uitontie | 1,178 | 27 | - | €258,023 | 2021 | Kajaani | |
| Priimi | 1,157 | - | 142 | €254,510 | |||
| Koy Kuopion Amerikanraitti | 841 | - | 100 | €182,611 | 2017 | Kuopio | |
| Koy Kuopio Amerikanraitti (extension) | 316 | - | 42 | €71,899 | 2021 | Kuopio | |
| K-P Hoitopalvelu | 911 | 25 | - | €248,361 | |||
| Koy Kokkolan Vanha Ouluntie | 911 | 25 | - | €248,361 | 2017 | Kokkola | |
| Siriuspäiväkodit | 985 | - | 108 | €240,052 | |||
| Koy Limingan Kauppakaari | 564 | - | 72 | €145,258 | 2013 | Tupos | |
| Koy Oulunsalon Vihannestie | 421 | - | 36 | €94,794 | 2021 | Oulu | |
| Dagmaaria | 1,199 | 32 | - | €237,727 | |||
| Koy Porin Kerhotie | 1,199 | 32 | - | €237,727 | 2021 | Pori | |
| Stafiko | 1,180 | 30 | - | €233,502 | |||
| Hämeenlinna Kampuskaarre | 1,180 | 30 | - | €233,502 | 2021 | Hämeenlinna | |
| Förkkeli | 1,096 | 16 | - | €218,334 | |||
| Oulun Maininki | 1,096 | 16 | - | €218,334 | 2017 | Oulu | |
| Vantaan Turvakoti | 844 | 14 | - | €211,608 | |||
| Koy Vantaan Koivukylän Puistotie | 844 | 14 | - | €211,608 | 2019 | Vantaa | |
| Palvelukoti Kotipetäjä | 1,106 | 27 | - | €211,528 | |||
| Koy Rovaniemen Rakkakiventie | 1,106 | 27 | - | €211,528 | 2023 | Rovaniemi | |
| Autismisäätiö | 1,042 | 12 | - | €207,513 | |||
| Koy Kotka Särmääjänkatu | 1,042 | 12 | - | €207,513 | 2021 | Kotka | |
| Lapin Turkoosi | 960 | - | 120 | €189,203 | |||
| Koy Rovaniemen Muonakuja | 960 | - | 120 | €189,203 | 2020 | Rovaniemi | |
| Oulun Englanninkielinen Leikkikoulu | 820 | - | 115 | €173,496 | |||
| Oulu Upseerinkatu | 820 | - | 115 | €173,496 | 2023 | Oulu | |
| Folkhälsan | 783 | - | 84 | €165,879 | |||
| Koy Turun Teollisuuskatu | 783 | - | 84 | €165,879 | 2017 | Turku | |
| Pihlajalinna | 741 | 16 | - | €162,530 | |||
| Koy Riihimäen Jyrätie | 741 | 16 | - | €162,530 | 2019 | Riihimäki | |
| Peikkometsä | 659 | - | 72 | €161,504 | |||
| Koy Lahden Kurenniityntie | 659 | - | 72 | €161,504 | 2020 | Villahde |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Kotoisin | 824 | 18 | - | €161,136 | |||
| Koy Kempeleen Ihmemaantie | 824 | 18 | - | €161,136 | 2021 | Kempele | |
| Tuike | 677 | - | 75 | €155,208 | |||
| Koy Iisalmen Eteläinen Puistoraitti | 677 | - | 75 | €155,208 | 2018 | Iisalmi | |
| Jaarlin Päiväkodit | 565 | - | 72 | €142,707 | |||
| Koy Hämeenlinnan Vanha Alikartanontie | 565 | - | 72 | €142,707 | 2015 | Hämeenlinna | |
| Aurinkosilta | 660 | 16 | - | €140,160 | |||
| Valkeakoski Juusontie | 660 | 16 | - | €140,160 | 2023 | Valkeakoski | |
| Kuntoukumoskoti Metsätähti | 665 | 16 | - | €132,240 | |||
| Tuusula Temmontie | 665 | 16 | - | €132,240 | 2023 | Tuusula | |
| Hoitokoti Äänenniemen Helmi | 624 | 15 | - | €132,000 | |||
| Äänekoski Ääneniementie | 624 | 15 | - | €132,000 | 2022 | Äänekoski | |
| Pikkutassu | 646 | - | 72 | €99,600 | |||
| Koy Kajaanin Hoikankatu | 646 | - | 72 | €99,600 | 2019 | Kajaani | |
| Vacant | 1,425 | 35 | - | - | |||
| Vaasa Mäkikaivontie | 1,425 | 35 | - | - | 2010 | Vaasa | |
| Sweden 1 | 17,305 | 140 | 610 | €4,577,559 | €4,552,228 | ||
| SEK 50,997,763 | SEK 50,715,555 | ||||||
| Olivia Omsorg | 3,128 | 36 | - | SEK 9,226,012 | |||
| Gråmunkehöga 3:2 | 494 | 6 | - | SEK 1,542,838 | 2020 | Uppsala | |
| Vallby 28:2 | 494 | 6 | - | SEK 1,538,576 | 2021 | Tierp | |
| Almungeberg 1:21 | 535 | 6 | - | SEK 1,488,038 | 2018 | Uppsala | |
| Hässlinge 2:3 1 | 535 | 6 | - | SEK 1,511,789 | 2018 | Enköping | |
| Hässlinge 2:3 2 | 535 | 6 | - | SEK 1,577,120 | 2020 | Enköping | |
| Almungeberg 1:22 | 535 | 6 | - | SEK 1,567,651 | 2021 | Uppsala | |
| Ambea | 2,272 | 30 | - | SEK 7,769,416 | |||
| Emmekalv 4:325 | 540 | 6 | - | SEK 1,602,490 | 2019 | Oskarshamn | |
| Steglitsan 2 | 800 | 12 | - | SEK 2,285,683 | 2020 | Växjö | |
| Saga 2 | 932 | 12 | - | SEK 2,285,683 | 2021 | Växjö | |
| Singö 10:2 | - | - | - | SEK 1,595,560 | 2023 | Österåker | |
| Kunskapsförskolan | 2,244 | - | 250 | SEK 6,021,686 | |||
| Östhamra 1:52 | 1,158 | - | 125 | SEK 3,125,357 | 2020 | Norrtälje | |
| Paradiset 2 | 1,086 | - | 125 | SEK 2,896,329 | 2020 | Älmhult | |
| Humana | 1,610 | 18 | - | SEK 4,731,548 | |||
| Nyby 3:68 | 540 | 6 | - | SEK 1,577,122 | 2019 | Laholm | |
| Hovsta Gryt 7:2 | 535 | 6 | - | SEK 1,577,122 | 2019 | Örebro | |
| Törsjö 3:204 | 535 | 6 | - | SEK 1,577,304 | 2021 | Örebro | |
| Frösunda Omsorg | 1,668 | 18 | - | SEK 4,406,577 | |||
| Bälinge Lövsta 9:19 | 540 | 6 | - | SEK 1,470,389 | 2012 | Uppsala | |
| Sunnersta 120:2 & 120:4 | 593 | 6 | - | SEK 1,470,389 | 2013 | Uppsala | |
| Bälinge Lövsta 10:140 | 535 | 6 | - | SEK 1,465,799 | 2013 | Uppsala | |
| British mini | 1,499 | - | 140 | SEK 3,916,419 | |||
| Mesta 6:56 | 1,499 | - | 140 | SEK 3,916,419 | 2020 | Eskilstuna | |
| Mo Gård | 540 | 6 | - | SEK 3,136,360 | |||
| Anderbäck 1:60 | 540 | 6 | - | SEK 1,568,708 | 2020 | Nyköping | |
| Bergshammar Ekeby 6:66 | - | - | - | SEK 1,567,652 | 2023 | Nyköping |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| TP | 1,097 | - | 120 | SEK 2,669,470 | |||
| Kalleberga 8:269 | 1,097 | - | 120 | SEK 2,669,470 | 2021 | Kallinge | |
| Norlandia | 886 | - | 100 | SEK 2,575,690 | |||
| Eds Prästgård 1:115 | 886 | - | 100 | SEK 2,575,690 | 2021 | Upplands Väsby | |
| Multiple tenants | 832 | 14 | - | SEK 1,824,094 | |||
| Borggård 1:553 | 832 | 14 | - | SEK 1,824,094 | 2015 | Staffanstorp | |
| Ersta Diakonisällskap | 535 | 6 | - | SEK 1,625,712 | |||
| Västlunda 2:12 | 535 | 6 | - | SEK 1,625,712 | 2020 | Vallentuna | |
| Serigmo Care Kås | 500 | 6 | - | SEK 1,551,946 | |||
| Fanna 24:19 | 500 | 6 | - | SEK 1,551,946 | 2022 | Enköping | |
| Caritas Fastigheter AB | 494 | 6 | - | SEK 1,542,833 | |||
| Heby 3:17 | 494 | 6 | - | SEK 1,542,833 | 2020 | Heby | |
| Ireland | 105,558 | 2,077 | - | €21,698,100 | €20,079,800 | ||
| Bartra Healthcare | 28,859 | 612 | - | €8,619,003 | |||
| Loughshinny Nursing Home | 5,649 | 123 | - | €1,484,219 | 2019 | Dublin | |
| Northwood Nursing Home | 5,074 | 118 | - | €1,436,724 | 2020 | Dublin | |
| Beaumont Lodge | 10,395 | 221 | - | €3,973,060 | 2020 | Dublin | |
| Clondalkin Nursing Home | 7,741 | 150 | - | €1,725,000 | 2023 | Dublin | |
| Virtue | 32,034 | 572 | - | €4,845,824 | |||
| Brìdhaven | 7,299 | 184 | - | €1,612,390 | 1989 | Mallow | |
| Waterford | 3,888 | 64 | - | €569,019 | 2018 | Waterford | |
| New Ross | 3,200 | 62 | - | €408,810 | 2018 | New Ross | |
| Bunclody | 5,590 | 62 | - | €381,187 | 2018 | Bunclody | |
| Killerig | 4,800 | 45 | - | €187,831 | 2016 | Carlow | |
| Altadore | 3,340 | 66 | - | €1,016,994 | 2015 | Glenageary | |
| Craddock House | 3,917 | 89 | - | €669,593 | 2017 | Craddock | |
| Silver Stream Healthcare | 15,965 | 346 | - | €2,905,980 | |||
| Dundalk Nursing Home | 6,002 | 130 | - | €1,098,540 | 2022 | Dundalk | |
| Duleek Nursing Home | 5,498 | 120 | - | €1,016,940 | 2022 | Duleek | |
| Riverstick Nursing Home | 4,465 | 96 | - | €790,500 | 2022 | Riverstick | |
| Mowlam Healthcare | 14,717 | 273 | - | €2,317,828 | |||
| Tramore Coast Road | 5,596 | 93 | - | €773,907 | 2023 | Tramore | |
| Kilbarry Nursing Home | 4,579 | 90 | - | €770,761 | 2023 | Kilbarry | |
| Kilkenny Nursing Home | 4,542 | 90 | - | €773,160 | 2023 | Kilkenny | |
| Coolmine Caring Services Group | 8,890 | 182 | - | €2,098,789 | |||
| Milbrook Manor | 3,377 | 85 | - | €1,055,789 | 2001 (2023) | Saggart | |
| St.Doolagh's | 5,513 | 97 | - | €1,043,000 | 2023 | Balgriffin | |
| Grace Healthcare | 5,093 | 92 | - | €910,676 | |||
| Dunshaughlin Business Park | 5,093 | 92 | - | €910,676 | 2023 | Dunshaughlin | |
| Investment properties in joint venture – | 8,992 | 118 | - | €1,643,286 | €1,643,286 | ||
| 50% share held by Aedifica | |||||||
| Netherlands | 17,984 | 235 | - | €3,286,573 | €3,286,573 | ||
| Korian Netherlands | 17,984 | 235 | - | €3,286,573 | |||
| HGH Lelystad | 4,301 | 45 | - | €634,177 | 2022 | Lelystad | |
| Hengelo | 1,288 | 21 | - | €226,664 | 2017 | Hengelo | |
| Villa Horst en Berg | 2,634 | 36 | - | €519,750 | 2022 | Soest | |
| Villa den Haen | 2,150 | 36 | - | €533,894 | 2022 | Woudenberg | |
| Villa Florian | 2,700 | 29 | - | €474,600 | 2022 | Blaricum | |
| Het Gouden Hart Almere | 4,911 | 68 | - | €897,488 | 2023 | Almere |
Corporate governance statement
| Total surface (m²) | Residents | Children | Contractual rents | Estimated rental value (ERV) | Year of build / renovation | Location | |
|---|---|---|---|---|---|---|---|
| Investment properties in development 1 | 49,916 | 902 | - | €582,911 | - | ||
| Germany | 22,832 | 378 | - | €166,950 | - | ||
| Specht Gruppe | 17,237 | 284 | - | €138,240 | |||
| Seniorenquartier Gera 2 | 6,673 | 123 | - | €19,440 | PROJECT | Gera | |
| Seniorenquartier Gummersbach | 10,564 | 161 | - | €118,800 | PROJECT | Gummersbach | |
| Specht & Tegeler | 5,595 | 94 | - | €28,710 | |||
| Fredenbeck | 5,595 | 94 | - | €28,710 | PROJECT | Fredenbeck | |
| Ireland | 11,635 | 224 | - | €291,700 | - | ||
| Virtue | 6,063 | 119 | - | €253,000 | |||
| Dublin Stepaside | 6,063 | 119 | - | €253,000 | PROJECT | Kilgobbin | |
| Coolmine Caring Services Group | 5,572 | 105 | - | €38,700 | |||
| Sligo Finisklin Road | 5,572 | 105 | - | €38,700 | PROJECT | Sligo | |
| Spain | 15,449 | 300 | - | €124,261 | - | ||
| Neurocare Promociones | 15,449 | 300 | - | €124,261 | |||
| Tomares Miró | 8,449 | 160 | - | €69,136 | PROJECT | Tomares | |
| Zamora Av. De Valladolid | 7,000 | 140 | - | €55,125 | PROJECT | Zamora | |
| Total investment properties | 2,193,002 | 35,071 | 11,807 | €325,213,490 | €323,842,129 |
Although still under construction, these sites already generate limited rental income. This explains why they are included in this table and why the estimated rental value is not mentioned.
This project was completed on 29 February 2024.
Corporate governance statement
Aedifica assigned to each of the eleven valuation experts the task of determining the fair value (from which the investment value is derived2) 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'.
Each of the eleven valuation experts has confirmed that:
Based on the eleven assessments, the consolidated fair value of the portfolio amounted to €5,804,357,0323 as of 31 December 2023 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €5,775,342,032 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties4 held by Aedifica group amounted to €5,587,721,399 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €325,213,490 which corresponds to an initial rental yield of 5.82% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.9%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €325,545,450, i.e. an initial yield of 5.83% compared to the fair value of the marketable investment properties.
The above-mentioned 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 at 31 December 2023 (0.86632 €/£ and 11.14082 €/SEK) into account.
the consolidated fair value of the assets located in the United Kingdom amounted to £920,269,383; including £905,996,066 for marketable investment properties. Contractual rents amounted to £57,653,494 which corresponds to an initial yield of 6.4% to the fair value of the marketable investment properties.
Corporate governance statement
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.
| Valuation expert | Fair value of valued assets of portfolio as |
Investment value (before deduction |
||
|---|---|---|---|---|
| at 31 December 2023 | of transfer costs2 ) |
|||
| BE | Cushman & Wakefield Belgium NV/SA |
Emeric Inghels MRICS | €631,415,000 | €647,456,000 |
| BE | Stadim BV/SRL | Céline Janssens MRICS | €613,145,632 | €628,597,089 |
| & Dennis Weyts | ||||
| DE | Savills Advisory Services | Draženko Grahovac MRICS | €609,060,000 | €655,626,050 |
| Germany GmbH & Co. KG | & Thomas Berger MRICS | |||
| DE | C&W (U.K.) LLP German Branch |
Peter Fleischmann MRICS | €586,040,000 | €620,610,000 |
| NL | Cushman & Wakefield | Fabian Pouwelse MRICS | €576,000,0003 | €635,210,0003 |
| Netherlands BV | ||||
| NL | CBRE Valuation & | Roderick Smorenburg | €112,525,0003 | €125,806,4633 |
| Advisory Services BV | & Annette Postma | |||
| UK | Knight Frank LLP | Kieren Cole MRICS | £920,269,383 | £981,389,370 |
| & Andrew Sage MRICS | (€1,062,276,1514 ) |
(€1,132,827,5644 ) |
||
| FI | REnium Advisors Oy | Ville Suominen MRICS | €1,097,400,000 | €1,119,446,402 |
| SE | Cushman & Wakefield | Mårten Lizén | SEK 1,007,300,000 | SEK 1,050,100,000 |
| Sweden AB | (€90,415,2485 ) |
(€94,256,9765 ) |
||
| IE | CBRE Unlimited Company | Maureen Bayley | €413,805,000 | €454,981,278 |
| ES | Jones Lang LaSalle | Lourdes Pérez Carrasco MRICS | €12,275,000 | €12,550,000 |
| España SA | & Felix Painchaud MRICS | |||
| Adjustments for the value of assets held by partners of the | - €29,015,000 | - €32,080,000 | ||
| partnership AK JV NL | ||||
| Total | €5,775,342,031 | €6,095,287,822 | ||
| of which: | ||||
| Marketable investment properties | €5,529,563,748 | €5,838,203,807 | ||
| Development projects | €168,949,888 | €176,950,126 | ||
| Assets classified as held for sale | €58,157,651 | €60,141,021 | ||
| Land reserve | €18,670,744 | €19,992,868 |
Corporate governance statement
EY Bedrijfsrevisoren EY Réviseurs d'Entreprises Kouterveldstraat 7B 001 B-1831 Diegem Tel: +32 (0)2 774 91 11 ey.com
In the context of the statutory audit of the Consolidated Financial Statements) of Aedifica SA (the "Company") and its subsidiaries (together the "Group"), we report to you as statutory auditor. This report includes our opinion on the consolidated balance sheet as at 31 December 2023, 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 ended 31 December 2023 and the disclosures including material accounting policy information (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 11 May 2021, 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 2023. We performed the audit of the Consolidated Financial Statements of the Group during 12 consecutive years.
We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated balance sheet on 31 December 2023, 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 ,including material accounting policy information, which show a consolidated balance sheet total of EUR 6.176.811 thousand and of which the consolidated income statement shows a profit for the year of EUR 22.552 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 2023, 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.
We conducted our audit in accordance with International Standards on Auditing ("ISA's") applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board ("IAASB") that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.
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
A member firm of Ernst & Young Global Limited
ANNUAL REPORT 2023 - ADDITIONAL INFORMATION 212 AEDIFICA
Corporate governance statement

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 are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
Valuation 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 measured 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 in the fair value hierarchy as defined within the IFRS 13 standard "Fair Value Measurement". Some assumptions used for valuation purposes are based on data that can be observed only to a limited extent (discount rate, future occupancy rate, …)
Audit report dated 29 March 2024 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2023 (continued)
and therefore require judgement from management. The audit risk appears in the valuation of these investment properties and is therefore considered a Key Audit Matter.
The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts). More precisely, we have:
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.
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. In accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 in 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 classify 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 complexities involved in determining the fair value of these derivatives and on the other hand in the correct application of hedge accounting for the IRS contracts that were classified by the Group as cash flow hedges and are therefore a key audit matter.
projected on the future accounting years in order to identify any potential over-hedging which could potentially jeopardize the application of hedge accounting.
• Finally, we have assessed the appropriateness of the information on the financial instruments disclosed in note 33 of the Consolidated Financial Statements.
In January 2020, Aedifica acquired its Finnish subsidiary Hoivatilat resulting in a goodwill in Aedifica NV's Consolidated Financial Statements amounting to EUR 161,7 million. Aedifica recognized a goodwill impairment of EUR 26,1 million in 2023.
In conformity with IAS 36 "Impairment of Assets", the Group carries out impairment tests at least annually or more frequently if indicators of impairment are present. Management's assessment of potential impairments on this recorded goodwill is based on a comparison of the carrying value of the cash-generating units ("CGUs") to which goodwill has been allocated with the fair value less costs to sell of the CGUs. The assessment is an estimation process that requires estimates and judgments by management of the assumptions used, including the determination of Hoivatilat's future cash flows as well as the determination of the discount rate and indexation rate used, which are complex and subjective. Changes in these assumptions could lead to material changes in the estimated fair value less cost to sell, which has a potential impact on potential impairments to be recorded at the level of goodwill and are therefore considered as a Key Audit Matter.

Audit report dated 29 March 2024 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2023 (continued)
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 objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
Corporate governance statement

In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISA's, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
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.
Corporate governance statement

Audit report dated 29 March 2024 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2023 (continued)
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.
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
In the context of our mandate and in accordance with the additional standard to the ISA's applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters.
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:
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.
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.
Corporate governance statement

Audit report dated 29 March 2024 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2023 (continued) Audit report dated 29 March 2024 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2023 (continued)
In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation"). 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. Report on other legal and regulatory requirements
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/stori). Responsibilities of the Board of Directors The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation. Responsibilities of the auditor In the context of our mandate and in accordance with the additional standard
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of Aedifica SA per 31 December 2023 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/stori) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation. to the ISA's applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters. Aspects relating to Board of Directors' report and other
Consolidated Financial Statements and has been prepared in accordance with
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the
• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
• Summary of the consolidated financial statements of 31 December 2023
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
Brussels, 29 March 2024
EY Bedrijfsrevisoren BV Statutory auditor Represented by 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:
Joeri Klaykens * Partner *Acting on behalf of a BV/SRL • EPRA p.180-191 contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
Independence matters
notes to the Consolidated Financial Statements.
24JK0142
p.70-75
information included in the annual report
article 3:32 of the Code of companies and associations.
7
Corporate governance statement
EY Bedrijfsrevisoren EY Réviseurs d'Entreprises Kouterveldstraat 7B 001 B-1831 Diegem
As a statutory auditor of the company, we have, upon request by the Board of Directors, prepared the present report on the forecasts of the EPRA earnings (as defined in August 2011 and amended in October 2019 in the report "Best Practices Recommendations" of the European Public Real Estate Association) per share for the 12 months periods ending 31 December 2024 (the "Forecast") of Aedifica nv/sa, included in Chapter 2 "Outlook for 2024" of the Caption "Financial review" of Aedifica's 2023 Annual Financial Report as approved by the Board of Directors of the company on 20 February 2024.
The assumptions included in Chapter 2 "Outlook for 2024" of the Caption "Financial review" of Aedifica's Annual Financial Report result in the following forecasts of the EPRA earnings for the accounting year ending 2024:
EPRA Earnings, per share, in EUR: 4.70 EUR
It is the Company's board of directors' responsibility to prepare the consolidated financial forecasts and the main assumptions upon which the Forecast is based.
It is our responsibility to provide an opinion on the consolidated financial forecasts, prepared appropriately on the basis of the above assumptions. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying this Forecast.
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 Forecast with the accounting policies normally adopted by Aedifica nv/sa.
We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated.
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
A member firm of Ernst & Young Global Limited
Corporate governance statement

Opinion
We have examined the EPRA earnings per share of Aedifica nv/sa for the financial year 2024 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. Board of Director's is responsible for the forecast including the assumptions referenced above. In our opinion the forecast is properly prepared on the basis of the assumptions and is presented in accordance with the accounting policies applied by Aedifica nv/sa for the consolidated financial statements of 2023.
Since the Forecast 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.
Brussels, 29 March 2024
EY Réviseurs d'Entreprises SRL Statutory auditor represented by
Joeri Klaykens* Partner * Acting on behalf of a SRL
24JK0143
Statutory auditor's report of 29 March 2024 on the consolidated financial forecasts of Aedifica nv/sa
Corporate governance statement

EY Bedrijfsrevisoren EY Réviseurs d'Entreprises Kouterveldstraat 7B 001 B-1831 Diegem Tel: +32 (0)2 774 91 11 ey.com
We were engaged by Aedifica nv to perform a limited assurance engagement in accordance with the International Standard on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ("ISAE 3000 revised"), thereafter referred to as "the Engagement", to report on (i) the use of proceeds for the issuances of green finance instruments included in part 'Financial Review', chapter 1.3.4 'Sustainable Finance Framework', as well as selected KPIs included in part 'Portfolio', chapter 2.5 Improving building certification as listed in appendix 1 ("Subject Matter 1"), and (ii) the Absenteeism rate as included in part 'Organisation' chapter 2.3 'Health & wellbeing' ("Subject Matter 2"), as reported in the annual report of Aedifica (the "Report") for the period from 1 January 2023 to 31 December 2023. Together Subject Matters 1 and 2 are referred to in this report as 'the Subject Matters".
Other than as described in the preceding paragraph, which sets out the scope of our engagement, we did not perform assurance procedures on the remaining sustainability indicators included in the Report, and accordingly, we do not express a conclusion on this information.
In preparing the sustainability indicators as listed in Appendix 1 ('Subject Matter 1) in the Report, Aedifica applied, in all material respects, the criteria of use of proceeds to Eligible Assets disclosed in section 'Use of Proceeds' of Aedifica's Sustainable Finance Finance Framework (https://aedifica.eu/wpcontent/uploads/2021/08/20210826-Aedifica-Sustainable-Finance-Framework.pdf) (hereafter "the Environmental Criteria").
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
A member firm of Ernst & Young Global Limited
In preparing the Absenteeism rate ("Subject Matter 2"), Aedifica applied, in all material respects, the Guidelines for the Preparation of the Sustainability Report of the Global Reporting Initiative (GRI) Standard (hereafter "the Social Criteria").
Together, the Environmental criteria and the Social criteria, are referred to in this report as "the Criteria".
Aedifica is responsible for selecting the Criteria, and for presenting the Subject Matters in accordance with the Criteria, in all material respects. This responsibility includes establishing and maintaining internal controls, maintaining adequate records and making estimates that are relevant to the preparation of the Subject Matters, such that it is free from material misstatement, whether due to fraud or error.
Our responsibility is to express a limited assurance conclusion on the Subject Matters, based on the evidence we obtained. We conducted our limited assurance engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ("ISAE 3000 revised"), issued by the International Auditing and Assurance Standards Board.
A limited assurance engagement undertaken in accordance with ISAE 3000 revised involves assessing the suitability of the Company's use of the Criteria as the basis for the preparation of the Subject Matter, assessing the risks of material misstatement whether due to fraud or error, responding to the assessed risks as necessary in the circumstances, and evaluating the overall presentation of the Subject Matter.
A limited assurance engagement is more limited in scope than a reasonable assurance engagement in relation to the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.
A limited assurance engagement consists of making inquiries, primarily of persons responsible for preparing the Subject Matter and related information and applying analytical and other appropriate procedures. A higher level of assurance, i.e. reasonable assurance, would have required more extensive procedures.
Our limited assurance conclusion relates solely to the Subject Matters. Also, with respect to Subject Matter 1, it is not our responsibility to provide any form of assurance on:
We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants and have the required competencies and experience to conduct this assurance engagement.
Corporate governance statement

Our firm applies International Standard on Quality Management 1, which requires us to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Procedures performed in a limited assurance engagement vary in nature and timing from and are less extensive than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
A limited assurance engagement consists of making enquiries, primarily of persons responsible for preparing the Subject Matter and related information and applying analytical and other appropriate procedures.
Procedures performed, amongst others, included:
For both Subject Matters, we believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.
Based on our review, nothing has come to our attention that causes us to believe that that the Selected Information, included in the annual report of Aedifica for the period from 1 January 2023 to 31 December 2023, were not prepared, in all material respects, in accordance with the Criteria.
Brussels, 29 March 2024
EY Réviseurs d'Entreprises SRL Represented by
Joeri Klaykens* Partner * Acting on behalf of a SRL
24JK0136
Appendix 1 – List of KPI's
Part Portfolio, Chapter 2.5. Improving building certification
• EPC coverage
• EPC breakdown by category
Independent Auditor's assurance report Aedifica nv
Part Financial Review, Chapter 1.3.4 Sustainable Finance Framework
Corporate governance statement
The legal form of this Company is that of a public limited liability company with the name 'AEDIFICA'.
The Company is a public regulated real estate company ('Public RREC' or 'RREC'), 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').
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. The information on the Company's website is not incorporated by reference in, and does not form part of, this document as Universal Registration Document.
Aedifica was set up as a limited liability company incorporated under Belgian law (Naamloze Vennootschap / Société Anonyme) 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 8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.
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 and has 529900DTKNXL0AXQFN28 as Legal Entity Identifier (LEI).
The Company is incorporated for an indefinite duration.
The sole object of the Company is:
Corporate governance statement
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.
The Company may not:
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 Company's annual and half-year financial reports, 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 Company's annual and half-year financial reports and the annual accounts are published on the Company's website. Shareholders are entitled to obtain a free copy of the annual and half-year financial reports at the registered office.
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.
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.
The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV, represented by Joeri Klaykens, Partner, with registered office located at De Kleetlaan 2, 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 11 May 2021, and receives an indexed audit fee of €55,000 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).
Corporate governance statement
To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by eleven independent valuation experts, namely:
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.
The valuations are established on the basis of several widely used methodologies:
Aedifica has established financial service conventions with the following bank:
• ABN AMRO, located Gustav Mahlerlaan 10 (P.O. Box 283) in 1000 Amsterdam (main paying agent & share depository)
In 2023, the remuneration for financial services amounted to €50 k (€163 k for the 2022 financial year).
The Articles of Association are available at the Commercial Court of Brussels and on the Company's website.
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 available on the Company's website. All press releases, annual and half-year reports, as well as all financial information published by the Group are available on the Company's website. The Auditor's Report and the valuation experts' report are published in the financial reports available on the Company's website.
During the period of validity of the registration document, the following documents are available in print at the Company's head office, or electronically at www.aedifica.eu:
Corporate governance statement
The following information is incorporated into this 2023 Annual Report by way of reference, and is available at Aedifica's head office and on the Company's website. The table below always refers to the online English versions of the documents, as available on the Company's website.
2022 Annual Report
Our portfolio (p38-49) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating segments (p154-156) 2021 Annual Financial Report
Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating segments (p178-181)
2022 Annual Report Financial review – 1.1.1 Investments, completions and disposals in 2022 (p78-82) Financial review – 1.1.2 Important events after 31 December 2022 (p83) Portfolio – 1. Our portfolio as at 31 December 2022 (p38-43) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p187) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p188) 2021 Annual Financial Report Financial report – 1.1 Investments, Completions and Disposals in 2021 (p40-45) Financial report – 1.2 Important Events after 31 December 2021 (p46-48) Property report – 1. Our Portfolio as of 31 December 2021 (p60-62) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p211-212) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p213) Statement of the statutory auditor
Additional information – 3. External information – 3.2 Independent auditor's report to the general meeting of Aedifica SA for the year ended 3 December 2022 (p235-242)
Additional information – 1. External information – 1.2 Independent auditor's report to the general meeting of Aedifica SA for the year ended 31 December 2021 (p236-243)
Financial review – 1.1 Investments (p78-83) Financial review – 1.2 Management of financial resources (p84-85) Financial review – 1.3 Summary of the consolidated financial statements (p86-89) Our portfolio (p38-49) Additional information – 1. Reporting according to EPRA BPR standards (p208-221) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p195-197) Additional information – 3. External verification – 3.1 Valuation experts' report (p233-234) Additional information – 4. Standing documents – 4.1.16 Significant change of the financial or trading situation (p249) Additional information – 4. Standing documents – 4.1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica's operations (p249) 2021 Annual Financial Report Financial report – 1. Our Investments (p40-48) Financial report – 3. Management of Financial Resources (p 50-51) Financial report – 4. Summary of the consolidated financial statements (p52-57) Property report (p60-89) EPRA (p152-163) Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p220-223) Additional information – 1. External verification – 1.1 Valuation Experts' Report (p234-235) Additional information – 2. Standing documents – 1.16 Significant change of the financial or trading situation (p248) Additional information – 2. Standing documents – 1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica's operations (p248) Historical financial information 2022 Annual Report Financial statements (p140-205) 2021 Annual Financial Report Financial statements (p164-231) Dividend policy 2022 Annual Report Financial review – 2. Outlook for 2023 (p91) Financial review – 3. Stock market performance – 3.2 Dividend (p94) 2021 Annual Financial Report Financial Report – 5. Outlook for 2022 (p58-59) Aedifica on the Stock market – 2. Dividend (p139) Related party transactions 2022 Annual Report Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related party transactions (p159) 2021 Annual Financial Report Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related party transactions (p184) Employees 2022 Annual Report Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee benefits expense (p160) 2021 Annual Financial Report Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee benefits expense (p185)
Corporate governance statement
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.
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 on the Company's website.
4.1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica's operations
See the chapter 'Risk factors' in this Annual Report.
In addition to paragraph 4.1.3 above, Aedifica's history has been marked by its IPO on 23 October 2006 (see the chapter 'Stock market performance' in this Annual Report) and by numerous acquisitions of real estate assets that have taken place 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), resulting in a real estate portfolio of more than €5.8 billion.
Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital.
There are no statutory limits to transfers of Aedifica shares.
| Date | Description | Amount of | Number of |
|---|---|---|---|
| capital (€) | shares 1 | ||
| 7 November 2005 | Initial capital paid up by Degroof Bank & 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 & 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 & 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 & 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 & 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 |
Corporate governance statement
| Date | Description | Amount of | Number of |
|---|---|---|---|
| capital (€) | shares 1 | ||
| 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 | 11,239,125.00 | 273,831 |
| Ecu SA' & 'Eurotel SA' | |||
| Partial demerger of 'Carlinvest SA' | 2,200,000.00 | 51,350 | |
| 127,782,942.92 | 5,033,338 | ||
| 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 | 582,985.31 | 22,093 |
| Poortvelden) | 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 |
| Date | Description | Amount of | Number of |
|---|---|---|---|
| capital (€) | shares 1 | ||
| 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 en 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 | ||
| 15 June 2021 | Capital increase through contribution in cash | 73,885,794.65 | 2,800,000 |
| 946,967,103.36 | 35,886,572 | ||
| 29 June 2021 | Contribution in kind (Domaine de la Rose Blanche) | 4,868,335.01 | 184,492 |
| 951,835,438.37 | 36,071,064 | ||
| 8 September 2021 | Contribution in kind (Portfolio of specialist residential | 6,256,358.83 | 237,093 |
| care centres in Sweden) | |||
| 958,091,797.20 | 36,308,157 | ||
| 18 May 2022 | Contribution in kind (Résidence Véronique) | 1,957,234.71 | 74,172 |
| 960,049,031.91 | 36,382,329 | ||
| 29 June 2022 | Capital increase through contribution in cash | 77,184,267.63 | 2,925,000 |
| 1,037,233,299.54 | 39,307,329 | ||
| 6 July 2022 | Contribution in kind (Militza Gent & Militza Brugge) | 14,458,236.18 | 547,914 |
| 1,051,691,535.72 | 39,855,243 | ||
| 31 May 2023 | Optional dividend | 10,013,477.88 | 379,474 2 |
| 1,061,705,013.60 | 40,234,717 | ||
| 4 July 2023 | Capital increase through contribution in cash | 193,037,246.42 | 7,315,402 3 |
| 1,254,742,260.02 | 47,550,119 |
Shares without par value.
These shares have been listed since 31 May 2023 and are entitled to the full dividend for the 2023 financial year. They have the same rights and benefits as the other listed shares.
These shares have been listed since 4 July 2023 and are entitled to a dividend as from 4 July 2023. They have the same rights and benefits as the other listed shares.
Corporate governance statement
4.3.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association)
The capital amounts to €1,254,742,260.03 (one billion two hundred and fifty-four million seven hundred and forty-two thousand two hundred and sixty euros and three cents). It is represented by 47,550,119 (forty-seven million five hundred and fifty thousand hundred nineteen) shares without nominal value, which each represent one/forty-seven million five hundred and fifty thousand hundred nineteenth (47,550,119th) of the capital.
The Company may under the conditions set out in the law, acquire, accept as pledge or alienate its own shares and certificates relating thereto.
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.
Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.
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:
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:
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.
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:
Corporate governance statement
special report and the financial conditions of the transaction are explained in its annual financial report.
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.
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:
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 has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation).
This authorisation is granted for a renewable period of two years, calculated from the publication of the minutes of the Extraordinary General Meeting of 28 July 2022, 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 realised 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.
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.
The Company may reduce its capital subject to compliance with the relevant legal provisions.
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.
Corporate governance statement
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.
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.
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.
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.
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.
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.
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 present complete the bureau.
Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law.
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. 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.
The minutes of the general meeting are signed by the members of the bureau and shareholders who request it. Copies of the minutes of the general meeting intended for third parties are signed by one or more Directors.
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.
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.
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.
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.
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.
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 paid-up capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding.
Corporate governance statement
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 on the Company's website) and the 'Corporate Governance Statement', included in this Annual Report.
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 reelection.
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.
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.
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.
The Board of Directors may issue internal rules.
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.
Corporate governance statement
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.
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.
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.
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.
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.
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.
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:
Corporate governance statement
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).
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.
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).
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.
As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:
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%.
A RREC may not provide financing, except to its subsidiaries.
A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% 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, is distributed in the form of dividends.
Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax on 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%. The additional crisis contribution is eliminated as from the 2021 tax year. 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) |
| As from 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 and amended by Article 20 of the Act of 27 December 2021, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 80% 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 80% of the Company's portfolio is exclusively or primarily invested in care and housing units suited for healthcare.
Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime and no major changes happen in the Group's portfolio, Aedifica estimates that its shareholders will continue to benefit from the reduced withholding tax rate of 15% on dividends paid or attributed until 31 December 2025.
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.
Corporate governance statement

| 5. EPRA sBPR content |
Sustainability – | social indicators | Page |
|---|---|---|---|
| Diversity-Emp | Employee gender diversity | AR23 p56 | |
| Diversity-Pay | Gender pay ratio | AR23 p56 | |
| Emp-Training | Employee training and development | AR23 p57 | |
| table | Emp-Dev | Employee performance analysis | AR23 p57 |
| Emp-Turnover | Employee turnover | AR23 p56 | |
| Emp-New hires | Employee new hires | AR23 p56 | |
| H&S-Emp | Employee health and safety | AR23 p58 | |
| H&S-Asset | Asset health and safety assessments | not applicable | |
| Aedifica reports according to the European Public Real Estate Association (EPRA) | H&S-Comp | Asset health and safety compliance | not applicable |
| Sustainability Best Practices Recommendations for Sustainability Reporting | Comty-Eng | Community engagement, impact assessments and | AR23 p51 |
| (sBPR guidelines) to allow for comparison with other players in the real estate | development programmes | ||
| sector. The following table lists the indicators that are reported on and where | Gov-Board | Composition of the highest governance body | AR23 p84 & following |
| they can be found in this report. The social indicators in the table below are | Corporate Governance Charter p7 | ||
| Gov-Selec | Process for nominating and selecting the highest | AR23 p84 & following | |
| included in the present 2023 Annual Report (AR). The environmental | governance body | Corporate Governance Charter p8 | |
| indicators are included in the table below for the sake of completeness only | Gov-Col | Process for managing conflicts of interest | AR23 p104 & following |
| and will be disclosed in the Environmental Data Report (EDR) to be | Corporate Governance Charter p18 | ||
| published in June 2024. | & following | ||
| Since 2020, Aedifica has been granted an EPRA sBPR Gold Award for its | Sustainability – | environmental indicators | |
| sustainability reporting year after year. | Elec-Abs | Total electricity consumption | EDR (June 2024) |
| Elec-LfL | Like-for-like total electricity consumption | EDR (June 2024) | |
| DH&C-Abs | Total district heating & cooling consumption | EDR (June 2024) | |
| DH&C-LfL | Like-for-like total district heating & cooling consumption | EDR (June 2024) | |
| Fuels-Abs | Total fuel consumption | EDR (June 2024) | |
| Fuels-LfL | Like-for-like total fuel consumption | EDR (June 2024) | |
| Energy-Int | Building energy intensity | EDR (June 2024) | |
| GHG-Dir-Abs | Total direct greenhouse gas (GHG) emissions | EDR (June 2024) | |
| GHG-Indir-Abs | Total indirect greenhouse gas (GHG) emissions | EDR (June 2024) | |
| GHG-Dir-LfL | Like-for-like total direct greenhouse gas (GHG) | EDR (June 2024) | |
| emissions | |||
| GHG-Indir-LfL | Like-for-like total indirect greenhouse gas (GHG) | EDR (June 2024) | |
| emissions | |||
| GHG-Int | Greenhouse gas (GHG) intensity from building energy | EDR (June 2024) | |
| consumption | |||
| Water-Abs | Total water consumption | EDR (June 2024) | |
| Water-LfL | Like-for-like total water consumption | EDR (June 2024) | |
| Water-Int | Building water intensity | EDR (June 2024) | |
| Waste-Abs | Total weight of waste by disposal route | EDR (June 2024) | |
| Waste-LfL | Like-for-like total weight of waste by disposal route | EDR (June 2024) | |
| Cert-Tot | Type and number of sustainably certified assets | EDR (June 2024) | |
| 236 ANNUAL REPORT 2023 – ADDITIONAL INFORMATION 57 ANNUAL REPORT 2023 - ADDITIONAL INFORMATION |
AEDIFICA AEDIFICA |
Corporate governance statement
Aedifica reports according to the Global Reporting Initiative (GRI) standards.
The environmental indicators are included in the table below for the sake of completeness only and will be disclosed in the Environmental Data Report (EDR) to be published in June 2024.
| GRI 102: General disclosures | Page | Comment | |
|---|---|---|---|
| 1. Organisational profile | |||
| 102-1 | Name of the organisation | Aedifica | |
| 102-2 | Activities, brands, products and services | 20-21 | |
| 102-3 | Location of headquarters | Rue Belliard 40 (box 11), B 1040 Brussels |
|
| 102-4 | Location of operations | 15 | |
| 102-5 | Ownership and legal form | Public Limited Liability Company – Public Regulated Real Estate Company under Belgian Law |
|
| 102-6 | Markets served | 35-37 | |
| 102-7 | Scale of the organisation | 15, 54 | |
| 102-8 | Information on employees and other workers | 54-58 | |
| 102-9 | Supply chain | 46-48 | |
| 102-10 | Significant changes to the organisation and its supply chain |
15-18, 35-37 | |
| 102-11 | Precautionary principle or approach | 111-120 | |
| 102-12 | External activities | 24-25, 48-52 | |
| 102-13 | Membership of associations | 52 | |
| 2. Strategy | |||
| 102-14 | Statement from senior decision-maker | 13-14 | |
| 102-15 | Key impacts, risks and opportunities | 22, 112-120 | |
| 3. Ethics and integrity | |||
| 102-16 | Values, principles, standards and norms of behavior |
60 | |
| 102-17 | Mechanisms for advice and concerns about ethics |
60 | |
| Page | Comment | |||
|---|---|---|---|---|
| 4. Governance | ||||
| 102-18 | Governance structure | 84 | ||
| 102-21 | Consulting stakeholders on economic, environmental and social topics |
22, 46-47, 91 | ||
| 102-22 | Composition of the highest governance body | 89-90, 92 | EPRA: Gov-Board | |
| and its committees | ||||
| 102-23 102-24 |
Chair of the highest governance body Nominating and selecting the highest |
89 84 & following |
EPRA: Gov-Select; Corporate | |
| governance body | Governance Charter p8 | |||
| 102-25 | Conflicts of interest | 104-105 | EPRA: Gov-Col | |
| 102-26 | Role of highest governance body in setting | 84 | ||
| purpose, values and strategy | ||||
| 102-28 | Evaluating the highest governance body's performance |
95 | ||
| 102-29 | Identifying and managing economic, environmental and social impacts |
84-85, 91 | ||
| 102-32 | Highest governance body's role in sustainability reporting |
84-85, 91 | ||
| 102-33 | Communicating critical concerns | 60 | ||
| 102-35 | Remuneration policies | 96 & following | ||
| 102-36 | Process for determining remuneration | 96 & following | ||
| 5. Stakeholder engagement | ||||
| 102-40 | List of stakeholder groups | 46-47 | ||
| 102-41 | Collective bargaining agreements | Belgian staff: Joint Committee 200: 65 out of 127 staff members (51%) benefit from this agreement |
||
| 102-42 | Identifying and selecting stakeholders | 46 | ||
| 102-43 | Approach to stakeholder engagement | 48 & following | ||
| 102-44 | Key topics and concerns raised | 22, 48 & | ||
| following | ||||
| 6. Reporting practice | ||||
| 102-45 | Entities included in the consolidated financial statements |
163-166 | ||
| 102-46 | Defining report content and topic boundaries | EDR (June 2024) | ||
| 102-47 | List of material topics | 22 | ||
| 102-48 | Restatements of information | EDR (June 2024) | ||
| 102-49 | Changes in reporting | 22-24, 112 | ||
| 102-50 | Reporting period | 01/01/2023 – 31/12/2023 | ||
| 102-51 | Date of most recent report | 4 April 2024 | ||
| 102-52 | Reporting cycle | Annually | ||
| 102-53 | Contact point for questions regarding the report |
[email protected] | ||
| 102-54 | Claims of reporting in accordance with the | This report has been prepared in | ||
| GRI standards | accordance with the GRI standards: | |||
| core option. | ||||
| 102-55 | GRI Content Index | 237-238 | ||
| 102-56 | External Assurance | 212-222 |
Corporate governance statement
| 6.2 | Topic-specific standards | |
|---|---|---|
| GRI 201: Economic performance | Page | Comment | |
|---|---|---|---|
| 201-1 | Direct economic value generated and distributed | 16, 62-82 | |
| 201-2 | Financial implications and other risks and | 38, 117 | |
| opportunities due to climate change | |||
| GRI 203: Indirect economic impacts | |||
| 203-1 | Infrastructure investments and services supported | 15, 48-49, 51, 63- 64 |
|
| GRI 205: Anti-corruption | |||
| 205-3 | Confirmed incidents of corruption and actions taken |
There were no confirmed incidents of corruption in 2023. |
|
| GRI 207: Tax | |||
| 207-1 | Approach to tax | 119, 235 | |
| GRI 302: Energy | |||
| 302-1 | Energy consumption within the organisation | EDR (June 2024) | EPRA: Elec-Abs, Elec-LfL, DH&C-Abs, DH&C-LfL, Fuels Abs, Fuels-LfL |
| 302-2 | Energy consumption outside of the organisation | EDR (June 2024) | |
| 302-3 | Energy intensity | EDR (June 2024) | |
| 302-4 | Reduction of energy consumption | EDR (June 2024) | |
| 302-5 | Reductions in energy requirements of products | EDR (June 2024) | |
| and services | |||
| 303-5 | GRI 303: Water and effluents Water consumption |
EDR (June 2024) | EPRA: Water-Abs, Water-LfL |
| GRI 305: Emissions | |||
| 305-1 | Direct (scope 1) GHG emissions | EDR (June 2024) | EPRA: GHG-Dir-Abs, GHG |
| Dir-LfL | |||
| 305-2 | Energy indirect (scope 2) GHG emissions | EDR (June 2024) | EPRA: GHG-Indir-Abs, GHG Indir-LfL |
| 305-3 | Other indirect (scope 3) GHG emissions | EDR (June 2024) | EPRA: GHG-Indir-Abs, GHG Indir-LfL |
| 305-4 | GHG emissions intensity | EDR (June 2024) | EPRA: HGH-Int |
| 305-5 | Reduction of GHG emissions | EDR (June 2024) | |
| GRI 306: Waste | |||
| 306 | Effluents and waste | EDR (June 2024) | |
| GRI 307: Environmental compliance | |||
| 307-1 | Non-compliance with environmental laws and regulations |
There were no cases of non compliance in 2023. |
|
| GRI 401: Employment | |||
| 401-1 | New employee hires and employee turnover | 56 | EPRA: Emp-New hires, Emp |
| Turnover | |||
| 401-2 | Benefits provided to full-time employees that are not provided to temporary or part-time employees |
Not relevant. | |
| GRI 402: Labor/management relations | |||
| 402-1 | Minimum notice periods regarding operational changes |
Aedifica applies Belgian law on legal notice periods. |
| GRI 403: Occupational health & safety | Page | Comment | ||||
|---|---|---|---|---|---|---|
| 403-1 | Occupational health and management system | 41, 58 | ||||
| 403-2 | Hazard identification, risk assessment and incident | 58 | EPRA: H&S-Emp | |||
| investigation | ||||||
| 403-6 | Promotion of worker health | 58-59 | ||||
| 403-9 | Work-related injuries | 58 | EPRA: H&S-Emp | |||
| 403- 10 |
Work-related ill health | 58 | ||||
| GRI 404: Training and education | ||||||
| 404-1 | Average hours of training per year per employee | 57 | EPRA: Emp-Training | |||
| 404-2 | Programmes for upgrading employee skills and transition assistance programmes |
57-58 | ||||
| 404-3 | Percentage of employees receiving regular | 57 | EPRA: Emp-Dev | |||
| performance & career development reviews | ||||||
| GRI 405: Diversity and equal opportunity | ||||||
| 405-1 | Diversity of governance bodies and employees | 56 | EPRA: Diversity-Emp | |||
| 405-2 | Ratio of basic salary and remuneration of women | 56 | EPRA: Diversity-Pay | |||
| to men | ||||||
| GRI 406: Non-discrimination | ||||||
| 406-1 | Incidents of discrimination and corrective actions taken |
There were no cases of discrimination in 2023. |
||||
| GRI 408: Child labor | ||||||
| 408-1 | Operations and suppliers at significant risk for incidents of child labor |
There were no operations or suppliers at siginicant risk for incidents of child labor. |
||||
| GRI 409: Forced or compulsory labor | ||||||
| 409-1 | Operations and suppliers at significant risk for forced or compulsory labor |
There were no operations or suppliers at significant risk for |
||||
| forced or compulsory labor. | ||||||
| GRI 413: Local communities | ||||||
| 413-1 | Operations with local community engagement, impact assessmets and development programmes |
50-51 | EPRA: Comty-Eng | |||
| GRI 418: Customer privacy | ||||||
| 418-1 | Substantiated complaints concerning breaches of | There were no such | ||||
| customer privacy and losses of customer data | complaints in 2023. | |||||
| GRI 419: Socioeconomic compliance | ||||||
| 419-1 | Non-compliance with laws and regulations in the social and economic area |
There were no cases of non compliance in 2023. |
| GRE: Construction and real estate | Page | Comment | |
|---|---|---|---|
| CRE 1 | Building energy intensity | EDR (June 2024) | EPRA: Energy-Int |
| CRE 2 | Building water intensity | EDR (June 2024) | EPRA: Water-Int |
| CRE 3 | Greenhouse gas emissions intensity from buildings | EDR (June 2024) | EPRA: GHG-Int |
Corporate governance statement
This 2023 Annual Report was drawn up in accordance with the ESEF (European Single Electronic Format) reporting requirements. Thus, this version in ESEF in English is the official version of the annual report and can also be found on the Company's website (www.aedifica.eu).
This 2023 Annual Report constitutes Aedifica NV/SA's 2023 Universal Registration Document within the meaning of article 9 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC Prospectus Regulation, as amended (the 'Prospectus Regulation') and has been drawn up taking into account Annex 2 io Annex 1 of the Commission Delegated Regulation (EU) No 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Regulation (EC) No 8092004, as amended (the 'Delegated Regulation 2019/980').
This 2023 Annual Report has, in application of article 9.2 of the Prospectus Regulation been approved by the FSMA, as competent authority under the Prospectus Regulation, as Universal Registration Document on 3 April 2024. The FSMA only approved this Universal Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of its securities. Investors should make their own assessment as to the suitability of investing in securities in Aedifica NV/SA.
This Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by amendments, if applicable, and a securities note and summary approved in accordance with the Prospectus Regulation.
The information on the website of Aedifica NV/SA is not incorporated by reference in, and does not form part of, this Universal Registration Document.
Investors should make their own assessment as to the suitability of investing in securities in Aedifica NV/SA.
Aedifica NV/SA declares that the information provided by the independent valuation experts (the coordinates of each of which can be found in section 4.1.12 of the 'Standing Documents') and by the accredited statutory auditor (the coordinates of which can be found in section 4.1.11 of the 'Standing Documents') have been accurately reproduced and included with their consent. As far as Aedifica NV/SA is aware and is able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The aforementioned independent valuation experts have each confirmed to the Company that they have no material interest in the Company, with the exception of those arising from their respective contractual relationship with the Company as an independent valuation expert of the Company within the meaning of Article 24 of the RREC Act.
The statutory auditor has confirmed to the Company that it has no material interest in the Company, with the exception of those arising from its mandate as statutory auditor of the Company.
The 'Market trends' section on page 35-37 of the Business Review included in this Universal Registration Document contains a reproduction of studies performed by (i) Jones Lang LaSalle IP, Inc. (regarding the healthcare market in Europe), (ii) Cushman & Wakefield Belgium SA (regarding the healthcare market in Belgium), (iii) C&W (U.K.) LLP German Branch (regarding the healthcare market in Germany) (iv) Cushman & Wakefield Netherlands BV (regarding the healthcare market in the Netherlands), (v) Knight Frank LLP (regarding the healthcare market in the United Kingdom), (vi) REnium Advisors Oy (regarding the healthcare market in Finland), (vii) Cushman & Wakefield Sweden AB (regarding the healthcare market in Sweden), (viii) CBRE Unlimited Company (regarding the healthcare market in Ireland) and (ix) Jones Lang LaSalle España SA (regarding the healthcare market in Spain).
The aforementioned companies have each agreed with the publication by Aedifica of their respective studies, and have each confirmed that they do not have material interests in Aedifica (except for those arising from their contractual relationship with Aedifica pursuant to their mandate as independent valuation expert).
Corporate governance statement
Aedifica NV/SA, represented by the members of its Board of Directors, the composition of which is described in the Corporate Governance chapter of this 2023 Annual Report, is responsible for the information provided in this Universal Registration Document, and declares that, after having taken all reasonable care to ensure that such is the case, the information contained in this Universal Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect the import of this Universal Registration Document.
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:
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.
The Board of Directors of Aedifica NV/SA declares that there exists no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Aedifica is aware), during the previous 12 months, 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/or the Group.
The Board of Directors declares that, to the best of its knowledge:
Corporate governance statement
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.
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 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.
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.
Indexed rents, including rental guarantees, but excluding cost of rent-free periods for occupied surface area.
The Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows:
'Total liabilities' in balance sheet
II. Current liabilities C. Other current financial liabilities Hedges
II. Current liabilities – F. 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
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.
Operating result before result on portfolio divided by net rental income.
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 has created indices that serve as benchmarks for the real estate sector. All this information is available on the website www.epra.com.
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. 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).
The estimated rental value (ERV) is the market rental value as determined by independent valuation experts.
Corporate governance statement
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 4.4.2 of the Standing Documents for more information on the current exit tax rates.
The fair value of the Belgian investment properties is calculated as following:
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 takes into account locally applicable legal costs.
Percentage of shares held by the public, as defined by Euronext.
Gross dividend per share divided by the stock market price as of closure.
For the total portfolio: (contractual rents) / investment value, acquisition value or fair value of the concerned buildings. Investment value is used as a denominator to determine the gross yield of a development project. Acquisition value is used for acquired assets and fair value for existing assets.
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 about Aedifica is any information:
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 including buildings intended for sale and development projects.
Value assessed by the expert, of which transfer taxes are not deducted.
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.
Closing stock market price multiplied by the total number of shares.
Corporate governance statement
Investment properties including buildings intended for sale and excluding development projects.
Total equity divided by the number of shares outstanding (after deduction of the treasury shares).
Rental income - Writeback of lease payments sold and discounted
For the total portfolio: (contractual rents) / (contractual rents + estimated rental value (ERV) on vacant areas of the property portfolio). Note that this occupancy rate includes investment properties where units are under renovation and therefore temporarily not lettable.
Property operating result divided by net rental income.
The Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on portfolio as follows:
Dividend divided by the corrected profit.
The ratio between the (initial) contractual rent of a purchased property and the acquisition value at a prime location.
Profit (attributable to owners of the parent)
The Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows:
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:
± 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 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)
• 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).
Corporate governance statement
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
The ratio is determined as follows: (contractual rents + estimated rental value on empty spaces) / Estimated rental value of the total portfolio.
The transfer of ownership of a property in Belgium 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:
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.
Note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of 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 location of the property.
Type of contract under which operating charges, maintenance costs and rents on empty spaces related to operations are borne by the operator.
Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext.
Corporate governance statement
APM: Alternative Performance Measure CAGR: Compound Annual Growth Rate 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 CPI: Consumer price index CRREM: Carbon Risk Real Estate Monitor CSR: Corporate Social Responsibility DCF: Discounted Cash Flow EBIT: Earnings Before Interests and Taxes ECB: European Central Bank EPC: Energy Performance Certificate EPRA: European Public Real Estate Association EPRA (s)BPR: EPRA (Sustainability) Best Practices Recommendations ESMA: European Securities and Markets Authority ERV: Estimated Rental Value FBI: Federale Beleggingsinstelling
FSMA: Financial Services and Markets Authority GHG: Greenhouse Gas GRESB: Global Real Estate Sustainability Benchmark IAS: International Accounting Standards ICR: Interest Cover Ratio IFRS: International Financial Reporting Standards IPO: Initial Public Offering IRREC: Institutional Regulated Real Estate Company IRS: Interest Rate Swap nEUI: net Energy Use Intensity NN: Double Net NNN: Triple Net NZEB: Nearly zero-energy building REIT: Real Estate Investment Trust RREC: Regulated Real Estate Company SARL: Société à Responsabilité Limitée SCS: Société en Commandite Simple SPO: Secondary Public Offering SPV: Special Purpose Vehicle WAULT: Weighted average unexpired lease term
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