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Aroundtown S.A.

Quarterly Report May 29, 2024

6213_10-q_2024-05-29_ee79364a-d90e-4b03-a7b4-291575adb462.pdf

Quarterly Report

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Interim Consolidated Report

For the three-month period ended March 31,

2024

Berlin

Content

THE BUSINESS & OPERATIONS

Key Financials 6
Aroundtown 8
Key Achievements 10
Aroundtown's Quality Portfolio 11
Capital Markets 23

MANAGEMENT DISCUSSION AND ANALYSIS

Notes on Business Performance 26
Alternative Performance Measures 42
Responsibility Statement & Disclaimer 49

BOARD OF DIRECTORS' REPORT INTERIM CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Interim consolidated statement of profit or loss 52
Interim consolidated statement of other comprehensive income 53
Interim consolidated statement of financial position 54
Interim consolidated statement of changes in equity 56
Interim consolidated statement of cash flows 58
Notes to the interim consolidated financial statements 60

Directors' Report

AROUNDTOWN SA | Board of Directors' Report

Financial Position Highlights

Key Financials

in € millions unless otherwise indicated Mar 2024 Dec 2023
Total Assets 33,542.1 33,559.3
Total Equity 15,201.1 15,149.7
Investment property 24,787.9 24,632.4
Investment property of assets held for sale 353.6 408.3
Cash and liquid assets (including those under held for sale) 2,923.6 3,026.1
Total financial debt 14,160.2 14,242.1
Unencumbered assets ratio (by rent) 74% 74%
Equity Ratio 45% 45%
Loan-to-Value 43% 43%
1–3/2024 Change 1–3/2023
386.0 (4%) 402.6
293.1 (1%) 297.2
247.4 1% 246.0
76.1 (10%) 84.6
0.070 (9%) 0.077
89.8 (21%) 113.2
3.9x (0.9x) 4.8x
102.3 NA (21.6)
0.04 NA (0.04)

1) including AT's share in companies which AT has significant influence, excluding the contributions from assets held for sale

Net asset value

In € millions unless otherwise indicated EPRA NRV EPRA NTA EPRA NDV
Mar 2024 9,999.4 8,135.1 7,450.6
Mar 2024 per share (in €) 9.1 7.4 6.8
Per share development 0% 0% (1%)
Dec 2023 9,920.8 8,058.7 7,592.1
Dec 2023 per share (in €) 9.1 7.4 6.9

7

Aroundtown

The Group

The Board of Directors of Aroundtown SA and its investees (the "Company", "Aroundtown", "AT", or the "Group"), hereby submits the interim report as of March 31, 2024. The figures presented are based on the interim consolidated financial statements as of March 31, 2024, unless stated otherwise. Aroundtown SA is a real estate company with a focus on income generating quality properties with value-add potential in central locations in top tier European cities primarily in Germany, the Netherlands and London. Aroundtown invests in commercial and residential real estate which benefits from strong fundamentals and growth prospects. Aroundtown invests in residential real estate through its subsidiary Grand City Properties S.A. ("GCP"), a publicly traded real estate company that focuses on the German as well as London residential real estate market. As of March 31, 2024, the Group's holding in GCP is 63% excluding shares GCP holds in treasury (62% including these shares). GCP is consolidated in AT's financials since July 1, 2021.

The Group's unique business model and experienced management team led the Group to grow continuously since 2004, navigating successfully through all economic cycles.

Quality assets with a focus on large EU cities primarily in Germany, Netherlands, and in London

Capital recycling by selling non-core/mature assets

Attractive acquisitions below market value and below replacement costs

Income generating portfolio with value-add potential

Asset repositioning, increasing cash flow, quality, WALTs and value

Extracting new building/conversion rights on existing and new land & buildings

Healthy capital structure with a strong & conservative financial profile

Frankfurt HBF & CBD

Approx. 200,000 SQM

lettable space in Frankfurt prime centers, main central train station and banking district

Successful & Accretive Perpetual Exchange and Tender Offer in April/May 2024

  • • ca. €35m p.a. coupon reduction after 2024 compared to reset rates
  • • FFO neutral for 2024
  • • Supporting credit metrics under S&P's methodology
  • • High avg. acceptance rate of ca. 80%
  • • Five new notes in the amount of €2.5bn, making the Group the largest listed European real estate issuer YTD
  • • Total perpetual notes balance reduction of ca. €230m and repurchased at a discount of over 30%

Balance Sheet Strength & Flexibility Maintained

  • • Disposals: €110m Q1 2024 closed
  • • ca. €200m signed disposals during 2024 YTD
  • • Bank debt: ca. €240m signed 2024 YTD
  • • Cash and liquid assets: €2.9bn, 21% of debt
  • • Liquidity covers debt maturities until mid-2026

Aroundtown's Quality Portfolio

Well-Diversified Group Portfolio with Focus on Strong Value Drivers

and excluding properties held for sale

Asset Type

Strongly diversified portfolio with a focus in offices, residential and hotels.

Tenant

High tenant diversification with no material tenant or industry dependency.

Commercial portfolio with over 3,000 tenants and residential portfolio with very granular tenant base.

Location

The portfolio is focused on the strongest economies in Europe: 81% of the Group's portfolio is in Germany and the Netherlands, both AAA rated countries.

Focus on top tier cities of Germany and the Netherlands and on London.

Well-distributed across multiple regions with a large footprint in top tier cities such as Berlin, Munich, and Frankfurt.

Industry

Each location has different key industries and fundamentals driving the demand.

Therefore, the Group's tenants are diversified into distinct sectors, eliminating the dependency on a single industry.

Group Portfolio Overview

Germany & The Netherlands: 81% of the portfolio

High Geographical Diversification

Berlin is the single largest location. AT is a leading landlord in Berlin across multiple asset types.

13

*including development rights & invest and excluding properties held for sale

BEST-IN-CLASS BERLIN PORTFOLIO

Central locations within top tier cities:

A Berlin example

of the portfolio is located in top tier neighborhoods including Charlottenburg, Wilmersdorf, Mitte, Kreuzberg, Friedrichshain, Lichtenberg, Schöneberg, Neukölln, Steglitz and Potsdam

15%

of the portfolio is well located primarily in Reinickendorf, Spandau, Treptow, Köpenick and Marzahn-Hellersdorf

AROUNDTOWN SA | Board of Directors' Report

*Map representing approx. 95% of the portfolio

OFFICE: High Quality Offices in Top Tier Cities

AT is the largest office landlord in Berlin, Frankfurt and Munich among publicly listed peers

TOP 4 OFFICE CITIES:

Berlin, Munich, Frankfurt and Amsterdam make up 61% of the office portfolio.

Utrecht

Munich

Rotterdam Berlin

Frankfurt

Cologne

17

HOTELS: Focus on Central Locations, Quality and Operators with Brand Recognition

Over 150 hotels across top locations with fixed long-term leases with third party hotel operators

AT's hotel portfolio, valued at €4.6 billion as of March 2024, is well diversified and covers a total of 1.6m sqm. The hotels are branded under a range of globally leading branding partners which offer key advantages such as worldwide reservation systems, global recognition, strong loyalty programs, quality perception and benefits from economies of scale. The hotel assets are let to hotel operators which are selected according to their capabilities, track record and experience. AT's management participates in the branding decision of the hotel, applying its expertise in selecting the optimal brand.

Hotels leased to third party operators and franchised with various strong brands and a large scale of categories which provides high flexibility for the branding of its assets

High Geographical Diversification

DIVERSE EUROPEAN METROPOLITAN FOOTPRINT

Fixed long term leases with third party hotel operators

Aroundtown's hotel assets are well-diversified and well-located across major European metropolitans, with a focus on Germany. The locations of AT's hotel assets benefit from a strong tourism industry since they are some of Europe's most visited cities as well as top business locations such as Berlin, Frankfurt, Munich, Cologne, Paris, Rome and Brussels.

Berlin

Rome

Hamburg/ Lüneburger Heide (Center Parcs) Eindhoven/Brabant (Netherlands, Center Parcs) Berlin

Brussels

Bad Saarow (Brandenburg/Berlin)

Cologne

Davos Berlin

Grand City Properties

Residential portfolio

The residential portfolio is primarily held through a 63% stake in Grand City Properties ("GCP") excluding the shares GCP holds in treasury (62% including these shares) as of March 31, 2024. GCP is a leading market player in the German residential market and a specialist in value-add opportunities in densely populated areas, predominantly in Germany, as well as in London. GCP is a publicly listed real estate company, traded on the Frankfurt Stock Exchange. Since July 1, 2021, GCP is consolidated in AT's financial accounts, providing the Group with a well-balanced portfolio breakdown. GCP holds 63k units in its portfolio with the properties spread across densely populated areas in Germany, with a focus on Berlin, North Rhine-Westphalia and the metropolitan regions of Dresden, Leipzig and Halle, as well as London. GCP includes a relatively small share of commercial properties which AT reclassifies into their relevant asset class. GCP puts a strong emphasis on growing relevant skills in-house to improve responsiveness and generate innovation across processes and departments. Through its 24/7 Service Center and by supporting local community initiatives, GCP established industry-leading service standards and lasting relationships with its tenants. For more information, please visit GCP's website.

Further Portfolio Diversification through Logistics/Other and Retail

Retail: Largest focus is on resilient essential goods tenants and grocery-anchored properties catering to strong and stable demand from local residential neighborhoods

Asset type overview

March 2024 Investment
properties
(in €M)
Area
(in k sqm)
EPRA
vacancy
Annualized
net rent
(in €M)
In-place rent
per sqm
(in €)
Value
per sqm
(in €)
Rental
yield
WALT
(in years)
Office 8,942 3,201 13.0% 450 13.0 2,794 5.0% 4.2
Residential 7,806 3,660 3.7% 377 8.8 2,133 4.8% NA
Hotel 4,642 1,577 3.2% 241 13.0 2,943 5.2% 14.3
Logistics/Other 406 435 8.7% 25 5.1 933 6.2% 5.0
Retail 1,082 516 12.3% 59 10.7 2,096 5.5% 4.5
Development rights & Invest 1,910
Total 24,788 9,389 8.0% 1,152 10.8 2,437 5.0% 7.4
Total (GCP at relative consolidation) 21,598 7,910 8.6% 1,001 11.2 2,497 5.1% 7.5

Regional overview

Investment
properties
Area EPRA Annualized
net rent
In-place rent
per sqm
Value
per sqm
Rental
March 2024 (in €M) (in k sqm) vacancy (in €M) (in €) (in €) yield
Berlin 5,214 1,428 7.5% 210 12.8 3,650 4.0%
NRW 3,302 1,915 8.5% 186 8.4 1,724 5.6%
London 1,910 241 4.5% 96 36.2 7,947 5.0%
Dresden/Leipzig/Halle 1,633 1,071 4.4% 87 7.0 1,524 5.3%
Munich 1,574 524 10.0% 59 9.7 3,006 3.7%
Frankfurt 1,477 486 16.3% 71 14.5 3,043 4.8%
Wiesbaden/Mainz/Mannheim 651 264 7.9% 35 11.6 2,461 5.4%
Amsterdam 569 159 9.7% 28 15.5 3,584 4.9%
Hamburg/LH 451 180 4.6% 27 12.6 2,502 6.0%
Hannover 251 156 17.2% 14 9.2 1,605 5.6%
Stuttgart/BB 238 117 16.6% 13 11.0 2,044 5.3%
Rotterdam 212 84 3.0% 16 14.4 2,520 7.3%
Utrecht 186 70 12.4% 11 14.0 2,639 6.0%
Other 5,210 2,694 7.0% 299 9.8 1,935 5.7%
Development rights & Invest 1,910
Total 24,788 9,389 8.0% 1,152 10.8 2,437 5.0%

Capital Markets

KEY INDEX INCLUSIONS

Aroundtown's share is a constituent of several major indices such as MDAX, MDAX ESG+, FTSE EPRA/NAREIT Index Series, MSCI World Small Cap, DJSI Europe as well as GPR 100 & 250, GPR Global Top 100 ESG and DIMAX.

INVESTOR RELATIONS ACTIVITIES

The Group is proactively approaching a large investor audience in order to present its business strategy, provide insight into its progress and create awareness of its overall activities to enhance its perception in the market. AT participates in a vast amount of various national and international conferences, roadshows, one-on-one presentations and in virtual video conferences in order to present a platform for open dialogue. Explaining its unique business strategy in detail and presenting the daily operations allow investors to gain a full overview about the Group's successful business approach. The most recent information is provided on its website and open channels for communication are always provided. Currently, AT is covered by 19 different research analysts on an ongoing basis, with reports updated and published regularly.

TRADING DATA
Placement Frankfurt Stock Exchange
Market segment Prime Standard
Trading ticker AT1
Initial placement
of capital
13.07.2015
Key index
memberships
MDAX
MDAX ESG+
FTSE EPRA / NAREIT:
– Global
– Developed Europe
– Eurozone
– Germany
– Green Indexes
DJSI Europe
MSCI World Small Cap
GPR 100 & 250
GPR Global Top 100 ESG
DIMAX
AS OF MARCH 31, 2024
Number of shares 1,537,025,609
Number of shares,
base for share KPI
calculations1)
1) excluding suspended
voting rights
1,093,509,121
AS AT MAY 28, 2024:
Shareholder Structure Freefloat: 46%
Shares held in treasury i): 29%
Avisco Group/Vergepoint ii): 15%
Stumpf Capital GmbH iii): 10%
i) 12% are held held through TLG Immobilien AG,
voting rights suspended
ii) controlled by Yakir Gabay
iii) controlled by Georg Stumpf
Market cap €3.4 bn / €2.4 bn (excl. treasury shares)

Share price performance and total return since initial placement of capital (13.07.2015)

24

Düsseldorf

Notes on Business Performance

26

Amsterdam

SELECTED CONSOLIDATED INCOME STATEMENTS DATA

Three months ended March 31,
2024 2023
in € millions
Revenue 386.0 402.6
Net rental income 293.1 297.2
Property revaluations and capital gains / (losses) 2.4 (133.4)
Share of profit from investment in equity accounted investees 4.6 5.2
Property operating expenses (138.2) (172.4)
Administrative and other expenses (16.0) (15.6)
Operating profit 238.8 86.4
Adjusted EBITDA 1) 247.4 246.0
Finance expenses (60.6) (49.1)
Current tax expenses (32.5) (30.5)
FFO I 2) 76.1 84.6
FFO I per share (in €) 2) 0.070 0.077
FFO II 2) 89.8 113.2
Other financial results (21.1) (42.0)
Deferred tax (expenses) / income (22.3) 13.6
Profit / (loss) for the period 102.3 (21.6)

1) including AT's share in the adjusted EBITDA of companies in which AT has significant influence, excluding the contributions from commercial assets held for sale. For more details regarding the methodology, please see pages 42-47

2) including AT's share in the FFO I of companies in which AT has significant influence, excluding FFO I relating to minorities and contributions from commercial assets held for sale. For more details regarding the methodology, please see pages 42-47

OPERATING PROFIT Three months ended March 31,
2024 2023
Note in € millions
Recurring long-term net rental income 291.4 292.9
Net rental income related to properties marked for disposal 1.7 4.3
Net rental income 293.1 297.2
Operating and other income 92.9 105.4
Revenue (a) 386.0 402.6
Property revaluations and capital gains / (losses) (b) 2.4 (133.4)
Share of profit from investment in equity accounted investees (c) 4.6 5.2
Property operating expenses (d) (138.2) (172.4)
Administrative and other expenses (e) (16.0) (15.6)
Operating profit 238.8 86.4

(a) Revenue

In the first three months of 2024 ("Q1 2024"), AT recorded net rental income of €293 million, lower by 1% compared to €297 million in the first three months of 2023 ("Q1 2023"). The net rental income, declined mainly due to €1.3 billion disposals that took place since the start of 2023, partially offset by 2.8% like-for-like rental growth recorded in this period. The commercial portfolio recorded like-for-like rental growth of 2.4% and the residential portfolio recorded a like-for-like rental growth of 3.4%.

AT further breaks down its net rental income into recurring net rental income and net rental income generated by properties marked for disposal. As AT intends to sell these held-for-sale properties, AT sees their contribution as non-recurring and therefore presents their contributions in a separate line item. Net rental income from held-forsale properties was €1.7 million in Q1 2024, lower compared to €4.3 million in Q1 2023 due to the smaller disposal volume and the smaller held for sale balance. As a result, AT recorded recurring net rental income of €291 million in Q1 2024, lower compared to €293 million in Q1 2023. Recurring net rental income also includes immaterial rental

income from properties classified as development rights & invest which is excluded in the run rate.

In Q1 2024, AT recorded operating and other income in the amount of €93 million, lower by 12% as compared to €105 million in Q1 2023. Operating income is mainly linked to ancillary expenses that are reimbursed by tenants such as utility costs (heating, energy, water, insurance, etc.) and charges for services provided to tenants (cleaning, security, etc.). The decline was mainly due to the net disposals closed between the two periods and the lower cost of utilities which is also reflected in a lower recoverable property operating expenses. Other income also includes income from vendor loans and loansto-own investments in the amount of €13 million.

AT generated revenue totaling €386 million in Q1 2024, 4% lower compared to €403 million in Q1 2023, mainly due to the decrease in operating and other income explained above.

Property revaluations and capital gains / (losses) amounted to a gain of €2 million in Q1 2024, compared to a loss of €133 million in Q1 2023. The income in Q1 2024 is attributed to capital gains recorded during the period. AT did not revalue its portfolio in Q1 2024 and thus no revaluation results were recorded in the period.

Capital gains or losses represent the sale price of properties disposed compared to their book values. In Q1 2024, AT completed approx. €110 million of disposals at a premium of 2% above book values and reflecting a capital gain of €2 million. AT disposed across multiple asset types with the majority being in non-core locations.

As of March 2024, the portfolio had an average value of €2,437 per sqm and net rental yield of 5.0% compared to €2,421 per sqm and 5.0% net rental yield as of December 2023.

(c) Share of profit from investment in equity-accounted investees

(b) Property revaluations and capital gains / (losses)

The share of profit from investment in equity-accounted investees amounted to €5 million in Q1 2024, stable compared to €5 million in Q1 2023. This line item represents AT's share of profits from investments which are not consolidated in AT's financial statements, but over which AT has a significant influence. As of March 2024, the largest equityaccounted investee was the investment in Globalworth Real Estate Investments Limited ("Globalworth" or "GWI") which is a leading publicly listed office landlord in Central and Eastern European markets, mainly focused on Warsaw and Bucharest.

The recurring contribution of equity investees to the adjusted EBITDA and FFO I were €13 million and €10 million in Q1 2024 compared to €15 million and €12 million in Q1 2023, respectively.

(d) Property operating expenses

AT recorded property operating expenses of €138 million in Q1 2024, lower by 20% compared to €172 million in Q1 2023. The decline in expenses was mainly driven by no extraordinary expenses for uncollected hotel rents being recorded in Q1 2024 in comparison to €15 million in Q1 2023, the smaller portfolio size as a result of disposals and the lower cost of utilities which mirrored the decline in operating income. AT did not record any extraordinary expenses for uncollected hotel rents in 2024 as the hotel industry recovered back to pre-pandemic levels. Property operating expenses decreased by 12% excluding the impact of the extraordinary

expenses in Q1 2023. The largest component of property operating expenses are ancillary expenses and purchased services which are mainly recoverable from tenants and include utility costs (heating, energy, water, insurance, etc.), charges for services provided to tenants (cleaning, security, etc.) and other services contracted in relation to operations of properties. Additionally, property operating expenses also include maintenance and refurbishment expenses, personnel expenses, depreciation and amortization, and other operating costs that include marketing, letting and legal fees, transportation, travel, communications, insurance, IT and other.

(e) Administrative and other expenses

In Q1 2024, AT recorded administrative and other expenses in the amount of €16 million, stable compared to €16 million in Q1 2023. Administrative expenses are mostly composed of administrative personnel expenses, fees for legal, professional, consultancy, accounting and auditing services, and sales, marketing, and IT and other administrative expenses.

PROFIT / (LOSS) FOR THE PERIOD & EARNINGS / (LOSS) PER SHARE

Three months ended March 31,
2024 2023
Note in € millions
Operating profit 238.8 86.4
Finance expenses (a) (60.6) (49.1)
Other financial results (b) (21.1) (42.0)
Current tax expenses (c) (32.5) (30.5)
Deferred tax (expenses) / income (c) (22.3) 13.6
Profit / (loss) for the period (d) 102.3 (21.6)
Profit / (loss) attributable to:
Owners of the Company 43.0 (43.5)
Perpetual notes investors 45.4 32.8
Non-controlling interests 13.9 (10.9)
Basic earnings / (loss) per share (in €) (d) 0.04 (0.04)
Diluted earnings / (loss) per share (in €) (d) 0.04 (0.04)
Weighted average basic shares (in millions) 1,093.3 1,092.9
Weighted average diluted shares (in millions) 1,094.6 1,094.4
Profit / (loss) for the period 102.3 (21.6)
Other comprehensive income (d) 24.9 7.0
Total comprehensive income / (loss) for the period (d) 127.2 (14.6)

Mainz

31

(a) Finance expenses

In Q1 2024, AT recorded net finance expenses of €61 million, increasing by 23% compared to €49 million in Q1 2023. The increase was mostly due to the higher interest rate environment which caused new debt to be raised at a higher cost than the current cost of debt, the expiry of certain hedging instruments which caused some debt to become variable at current rates, and higher rates within the capped portion of the debt. These factors were partially offset by the smaller debt balance mainly as a result of bond buybacks at discount in between both periods and higher interest income received from liquidity balances. Since the beginning of 2023 and until the end of Q1 2024, AT has repaid €1.5 billion of debt from bond buybacks at discount and scheduled redemptions while raising approx. €900 million in bank debt, thereby extending the debt maturity profile and resulting in a net debt reduction. As of the end of March 2024, AT had an average cost of debt of 2.2% and average weighted debt maturity of 4.2 years. AT's hedging ratio stands at 83% as of March 2024 and there are no material hedging expiries going forward. Finance expenses also include €5 million of finance expenses on lease liabilities in Q1 2024, which increased slightly compared to Q1 2023.

(b) Other financial results

AT recorded other financial results amounting to an expense of €21 million in Q1 2024, compared to an expense of €42 million in Q1 2023. The other financial results line item records the change in the net fair value of financial assets and liabilities, hedging instruments, and derivative instruments which are mainly non-recurring and/ or non-cash and thus the result varies from one period to another. Other financial results also include one-off finance related costs incurred to optimize the debt profile like those associated with debt repayments and expenses related to new financing, currency hedging and others.

(c) Taxation

AT recorded current taxes of €33 million in Q1 2024, higher compared to €31 million in Q1 2023, mainly due to tax provisions made in relation to updated tax regulation which increased the taxes in some jurisdictions. Current taxes are composed of income taxes and property taxes. AT recorded deferred tax expenses of €22 million in Q1 2024, mainly due to the tax impact relating to regular depreciation of properties for tax purposes, compared to an income of €14 million in Q1 2023 as a result of devaluations recorded in Q1 2023.

(d) Profit / (loss) for the period & Earnings / (loss) per share

AT recorded a net profit of €102 million in Q1 2024, compared to a net loss of €22 million in Q1 2023. The operational performance and lower non-recurring and/or non-operational expenses offset the disposal impact and higher finance expenses. Correspondingly, a net profit of €43 million was attributed to shareholders in Q1 2024 compared to a net loss of €44 million in Q1 2023 and a net profit of €14 million was attributed to non-controlling interests, mostly minorities in GCP, in Q1 2024, compared to a net loss of €11 million in Q1 2023. The profit attributable to perpetual notes investors totaled €45 million in Q1 2024, higher compared to €33 million in Q1 2023 due to the reset of five perpetual notes since the beginning of 2023. After the reporting period, AT and GCP successfully executed perpetual note exchange transactions with tender options, targeting these five perpetual notes along with three more notes that have their first call dates in the next twelve months. The exchange transactions reduce the long-term coupon payments and support the credit metrics by S&P. Further details can be found under the Equity section below.

AT recorded a basic and diluted earnings per share of €0.04 in Q1 2024, compared to a basic and diluted loss per share of €0.04 in Q1 2023.

AT recorded a total comprehensive income of €127 million in Q1 2024, compared to a loss of €15 million in Q1 2023. The income in Q1 2024 was due to the net profit, as well as other comprehensive income of €25 million, mainly driven by foreign currency impacts related to hedging activities and changes in forward and other derivative contracts.

ADJUSTED EBITDA

Three months ended March 31,
2024 2023
in € millions
Operating profit 238.8 86.4
Total depreciation and amortization 3.1 4.0
EBITDA 241.9 90.4
Property revaluations and capital gains / (losses) (2.4) 133.4
Share of profit from investment in equity accounted
investees
(4.6) (5.2)
Other adjustments 1) 0.7 1.4
Contribution of assets held for sale (1.2) (3.8)
Add back: Extraordinary expenses for uncollected hotel rents - 15.0
Adjusted EBITDA before JV contribution 234.4 231.2
Contribution of joint ventures' adjusted EBITDA 2) 13.0 14.8
Adjusted EBITDA 247.4 246.0

1) including expenses related to employees' share incentive plans

2) the adjustment is to reflect AT's share in the adjusted EBITDA of companies in which AT has significant influence and that are not consolidated

Adjusted EBITDA is a key performance measure used to evaluate the operational results of the Group, derived by deducting from the EBITDA non-operational and/or non-recurring items such as revaluation and capital gains, extraordinary expenses, and other adjustments. Additionally, in order to mirror the recurring operational results of the Group, the results from investments in equity-accounted investees is subtracted as this also include the Group's share in non-operational and nonrecurring results generated by these investees. Instead, to reflect their operational earnings, the Group includes in its adjusted EBITDA its share in the adjusted EBITDA generated by investments where the Group has a significant influence in accordance with its effective holding rate over the period.

AT recorded an adjusted EBITDA before JV contribution of €234 million in Q1 2024, up by 1% compared to €231 million in Q1 2023, mainly driven by the like-forlike net rental income growth and lower amount of property operating expenses, offsetting the impact of disposals. Including joint venture positions' adjusted EBITDA contribution, AT recorded an adjusted EBITDA of €247 million in Q1 2024, also up by 1% compared to €246 million in Q1 2023.

AT's adjusted EBITDA accounts for other adjustments in the amount of €0.7 million in Q1 2024, compared to €1.4 million in Q1 2023 and related to non-cash expenses for employees' share incentive plans. Furthermore, AT conservatively does not include the contributions from properties marked for disposal as they are intended to be sold and therefore, their contributions are non-recurring. This adjustment amounted to €1.2 million in Q1 2024, lower compared to €3.8 million in Q1 2023.

FUNDS FROM OPERATIONS (FFO I, FFO II)

Three months ended March 31,
2024 2023
in € millions
Adjusted EBITDA before JV contribution 234.4 231.2
Finance expenses (60.6) (49.1)
Current tax expenses (32.5) (30.5)
Contribution to minorities 1) (30.4) (32.1)
Adjustments related to assets held for sale 2) 0.2 1.3
Perpetual notes attribution (45.4) (32.8)
FFO I before JV contribution 65.7 88.0
Contribution of joint ventures' FFO I 3) 10.4 11.6
Extraordinary expenses for uncollected hotel rents - (15.0)
FFO I 76.1 84.6
FFO I per share (in €) 0.070 0.077
Weighted average basic shares (in millions) 4) 1,093.3 1,092.9
FFO I 76.1 84.6
Result from the disposal of properties 5) 13.7 28.6
FFO II 89.8 113.2

1) including the minority share in TLG's and GCP's FFO

2) the net contribution which is excluded from the FFO amounts to €1.0 million in Q1 2024 and €2.5 million in Q1 2023

3) the adjustment is to reflect AT's share in the FFO I of companies in which AT has significant influence and that are not consolidated

4) weighted average number of shares excludes shares held in treasury; base for share KPI calculations

5) the excess amount of the sale price, net of transaction costs and total costs (cost price and capex of the disposed properties)

Funds from Operations I (FFO I) is an industry standard performance indicator, reflecting the recurring operational profitability. FFO I starts by deducting the finance expenses, current tax expenses and perpetual notes attribution from the adjusted EBITDA. The calculation further includes the relative share in the FFO I of joint venture positions and excludes the share in minorities' operational profits. Furthermore, AT included the extraordinary expenses for uncollected hotel rents and makes an adjustment related to assets held for sale.

In addition, AT provides the FFO II, which is an additional key performance indicator used in the real estate industry to evaluate the recurring operational profits including the disposal gains during the relevant period.

In Q1 2024, AT generated an FFO I amounting to €76 million, decreasing by 10% compared to €85 million in Q1 2023. The growth in adjusted EBITDA, supported by a higher holding rate in GCP, was offset by the higher finance expenses and perpetual notes attribution. The contribution from assets held for sale, which is excluded from the FFO, totaled €1.0 million in Q1 2024, lower compared to €2.5 million in Q1 2023. AT recorded an FFO I per share of €0.070 in Q1 2024, 9% lower compared to €0.077 in Q1 2023. After the reporting period, AT and GCP successfully executed perpetual note exchanges with tender options, targeting all perpetual notes with past first call dates and first call dates within the next twelve months. The transaction is expected to be FFO neutral for 2024 while reducing coupon payments after 2024. Further details can be found under the Equity section below.

In Q1 2024, AT recorded an FFO II of €90 million, lower by 21% compared to €113 million in Q1 2023. The decline was due to the lower volume of disposals executed in the period and the lower FFO I result. AT closed approx. €110 million in disposals at a 14% margin of over total costs in Q1 2024, compared to approx. €460 million and 7% margin in Q1 2023.

CASH FLOW

Three months ended March 31,
2024 2023
in € millions
Net cash from operating activities 200.5 189.4
Net cash from investing activities 7.0 194.3(*)
Net cash used in financing activities (273.6) (38.6)(*)
Net changes in cash and cash equivalents (66.1) 345.1
Cash and cash equivalents as at the beginning of the period 2,641.2 2,305.4
Other changes 1) 4.5 9.1
Cash and cash equivalents as at the end of the period 2,579.6 2,659.6

(*) reclassified

1) including change in balance of assets held for sale and movements in exchange rates on cash held

In Q1 2024, €201 million of net cash was provided from operating activities, increasing by 6% compared to €189 million. The strong operational performance marked by the like-for-like rental growth, increased collection rate of the hotel assets, and lower property operating expenses offset the impact from disposals.

€7 million of net cash was generated by investing activities in Q1 2024, compared to €194 million in Q1 2023. In Q1 2024, €113 million of cash was received from disposals and distribution from joint ventures while €115 million of cash was used for capex and a small amount of acquisitions.

In Q1 2024, €274 million of net cash was used in financing activities, higher compared to €39 million of net cash used in Q1 2023. The increase in the net outflow between the periods is mainly due to a lower amount of bank debt drawn in Q1 2024 compared to Q1 2023, as the Company has already reached a high balance of liquidity during the year 2023. This item further includes payments in connection to with hedge relations, derivatives, as well as higher interest payments and higher payment to perpetual notes investors.

All combined, €66 million of net cash was used during Q1 2024. Including other liquid assets, AT's liquidity position was €2.9 billion at the end of March 2024, representing 21% of the total debt position.

ASSETS

Mar 2024 Dec 2023
Note in € millions
Total Assets (a) 33,542.1 33,559.3
Non-current assets (a) 28,952.2 28,867.5
Investment property (b) 24,787.9 24,632.4
Goodwill and intangible assets (c) 1,165.8 1,165.7
Investment in equity-accounted investees (d) 1,025.0 1,086.5
Long term financial investments and other assets (e) 1,484.2 1,458.1

(a) Total assets

Total assets amounted to €33.5 billion and non-current assets amounted to €29.0 billion at the end of March 2024, stable compared to €33.6 billion and €28.9 billion at the end of December 2023.

(b) Investment property

Investment property represents the largest item under non-current assets and totaled €24.8 billion at the end of March 2024, slightly higher compared to €24.6 billion at the end of December 2023. The slight movement was mainly due to foreign currency effects, capex and a small amount of acquisitions, offsetting disposals. During Q1 2024, AT signed and reclassified approx. €70 million of disposals into held-for-sale.

In Q1 2024, AT closed approx. €110 million of disposals at an average premium of 2% over book values. In addition, ca. €80 million of new investment properties were added during the quarter. These were mainly previously held through a joint venture structure and during the period AT increased its stake and obtained control. The acquisitions are composed mainly of attractive residential and hotel properties in the UK, mainly in London, with operational upside potential.

(c) Goodwill and intangible assets

Goodwill and intangible assets totaled €1.2 billion at the end of March 2024, stable compared to €1.2 billion at year-end 2023. As of the end of March 2024, €604 million of goodwill is related to the TLG takeover and €540 million of goodwill is related to the consolidation of GCP. All EPRA NAV KPI's exclude the goodwill so any change in the goodwill balance has no impact on these KPI's.

(d) Investment in equity-accounted investees

Investment in equity-accounted investees amounted to €1.0 billion at the end of March 2024, lower compared to €1.1 billion at year-end 2023, mainly due to a small cash distribution and obtaining control and consolidation of some investment property. This line item represents the Group's long-term investment in joint ventures in which the Group has a significant influence, but which are not consolidated. The largest investment in this item as at March 31, 2024, which represents half of the total balance of this item, is AT's stake in Globalworth, a leading publicly listed office landlord in Central Eastern European markets, mainly in Warsaw and Bucharest. The holding rate in Globalworth is slightly above 30% as of March 2024, indirectly held through a joint venture. The remaining balance of equity-accounted investees mainly include several positions in real estate properties and investment in real estate related funds specialized among others in Proptech, digitalization and technology in the real estate sector, as well as yielding real estate loan funds, which work in a similar profile to the Group's loans-to-own investments and may provide future access to attractive deals, and additional investments in co-working and renewable energy projects.

(e) Long term financial investments and other assets

Long term financial investments and other assets are mainly comprised of vendor loans that are related to disposals, long-term financial investments and loans-toown assets.

Vendor loans support the facilitation of transactions and were given to several selected buyers of assets that were sold. The loans generally have a maturity of 1-3 years and are expected to be paid in installments from 2024-2026. The loans are secured against the property sold at an initial LTV in the range of 40%-70% at the time of disposal and in case of default gives AT the ability to get the asset back with a penalty to the defaulted buyer (through a process involving a receiver). The balance as of March 2024 is €0.65 billion with an average interest rate of the ca. 5%. The future liquidity coming from the repayments of the vendor loans will reduce the Group's leverage as they are conservatively not included in the LTV calculation.

Loans-to-own assets are asset-backed and yielding loans where, under certain conditions, the default of the loan will enable the Group to take over the underlying asset at a material discount. Loans-to-own assets were provided to a diverse number of property owners and sourced through the Group's wide deal sourcing network established over the years. As of March 2024, the loans-to-own balance amounted to €0.4 billion. This item comprises of around 15 loans, with maturities primarily by 2027, and were given at an average LTV of 65%, bearing interest rates of 3%-10% and secured by the underlying asset.

The loans-to-own assets are expected to be repaid or converted into properties and will reduce the Group's leverage. Although the loans-to-own balance is a relatively small part of the Group's balance sheet, it is extending the Group's deal sourcing opportunities, which under certain circumstances may provide attractive options for alternative acquisition opportunities.

Financial investments amounted to ca. €0.35 billion which comprise over 20 investments mainly in real estate funds and potentially co-investments in their attractive deals and financial assets with the expectation for long-term yield.

The long term financial investments and other assets also include ca. €65 million of tenant deposits which are used as a security for rent payments, ca. €50 million of receivables due to revenue straight-lining effect arising from rent-free periods granted to tenants, long-term minority positions in real estate properties and other receivables.

Furthermore, non-current assets also include long-term derivative financial assets, deferred tax assets, and advance payments and deposits which mainly refer to advance payments for signed deals, deposits for deals in the due diligence phase and deposits for committed capex programs.

Mar 2024 Dec 2023
in € millions
Current assets 4,589.9 4,691.8
Cash and liquid assets 1) 2,923.6 3,026.1
Assets held for sale 2) 354.4 409.4
Trade and other receivables 1,081.8 1,008.3

1) including cash in assets held for sale, short term deposits and financial assets at fair value through profit or loss

2) excluding cash in assets held for sale

Current assets amounted to €4.6 billion at the end of March 2024, slightly lower compared to €4.7 billion at the end of December 2023.

The cash and liquid assets balance totaled €2.9 billion at the end of March 2024, slightly lower as compared to €3.0 billion at the end of December 2023. AT's strong liquidity position represents 21% of total debt.

The assets held for sale balance amounted to €354 million at the end of Q1 2024, lower compared to €409 million at year-end 2023, mainly due to net disposals closed from the held for sale balance. The assets in held for sale are marked to be sold within the next 12 months and year-to-date, out of this balance, two thirds are signed but not yet closed. Once closed, these disposals will further strengthen the liquidity position in the upcoming periods.

The trade and other receivables balance amounted to €1.1 billion at the end of March 2024. Operating costs and operational rent receivables, pre-paid expenses, and tax assets make up the largest portion and totaled approx. €830 million as of March 2024, higher compared to approx. €775 million as of December 2023, mainly as a result of timing impacts. Operating cost receivables relate to ancillary services and other charges billed to tenants. These services include utility and service costs which include heating, water, insurance, cleaning, waste, etc. These operating cost receivables are mainly settled once per year against the advance payments received from tenants and are therefore correlated to pre-payments for ancillary services received from tenants presented under short-term liabilities. Current assets also include financial assets with a maturity of less than 1 year, made up of loans-to-own assets, vendor loans and other receivables which totaled approx. €250 million at the end of March 2024, slightly higher than €230 million at year-end 2023, and explained above as part of the noncurrent assets.

Mar 2024 Dec 2023
in € millions
Short- and long-term loans and borrowings 2,192.7 2,204.1
Short- and long-term straight bonds 11,967.5 12,038.0
Deferred tax liabilities (including those under held for sale) 2,139.8 2,125.1
Short and long-term derivative financial instruments
and other long-term liabilities
1,043.0 1,076.1
Other current liabilities 1) 998.0 966.3
Total Liabilities 18,341.0 18,409.6

1) excluding current liability items that are included in the lines above

Total liabilities amounted to €18.3 billion at the end of March 2024, slightly lower compared to €18.4 billion at the end of December 2023 due to debt repayments, net of new debt drawn. Total debt from bank loans and bonds amounted to €14.2 billion as of the end of March 2024, stable compared to the year-end 2023 balance. During the period, AT repaid ca. €50 million of net debt, mainly consisting of bond Series 27. After the reporting period, the Group further repaid the ca. €150 million Series W GCP bond. Since the beginning of 2024, AT has signed approx. €240 million in new bank debt. The majority of these loans have been drawn after Q1 2024. The current liquidity and expected proceeds from signed disposals that are not closed and vendor loans cover debt maturities until mid-2026. AT has additional liquidity sources from undrawn credit lines which mature mostly in 2025 and unencumbered assets totaling €18 billion which provide further room to raise additional secured financing.

Deferred tax liabilities totaled €2.1 billion at the end of March 2024, flat compared to €2.1 billion at the end of 2023. Deferred tax liabilities are non-cash items that are predominantly tied to revaluation gains, calculated conservatively by assuming theoretical future property disposals in the form of asset deals and as such the full corporate tax rate is applied in the relevant jurisdictions. Deferred tax liabilities represented 12% of total liabilities as of the end of March 2024.

The fair value of short- and long-term derivative financial instruments and other long-term liabilities were lower at the end of March 2024 compared to year-end 2023. Other long-term liabilities also include tenancy deposits, lease liabilities mainly in relation to right-of-use assets, and non-current payables to third parties. The derivative financial instruments include a contingent liability created as part of the takeover of TLG.

Other current liabilities amounted to €1.0 billion at the end of March 2024, slightly higher compared to €1.0 billion at the end of December 2023, mainly as a result of higher trade and other payables which increased as a result of timing impacts. The largest item in other current liabilities is trade and other payables, which mainly comprise of pre-payments for ancillary services received from tenants that are correlated with the operating costs receivables under current assets. Other current liabilities also include tax payables, provisions for other liabilities and accrued expenses and other liabilities in properties held for sale which are not included above. Current assets cover current liabilities by 2 times.

LOAN-TO-VALUE (LTV) Mar 2024 Dec 2023
in € millions
Investment property 1) 24,734.2 24,580.1
Investment property of assets held for sale 353.6 408.3
Investment in equity-accounted investees 2) 792.9 857.1
Total value (a) 25,880.7 25,845.5
Total financial debt 14,160.2 14,242.1
Less: Cash and liquid assets 3) (2,923.6) (3,026.1)
Net financial debt (b) 11,236.6 11,216.0
LTV (b/a) 43% 43%
UNENCUMBERED ASSETS Mar 2024 Dec 2023
in € millions
Rent generated by unencumbered assets 4) 859.2 855.8
Rent generated by the total Group 4) 1,161.1 1,158.7
Unencumbered assets ratio 74% 74%
Three months ended March 31,
INTEREST COVER RATIO (ICR) 2024 2023
in € millions
Finance expenses 60.6 49.1
Adjusted EBITDA 5) 235.6 235.0
ICR 6) 3.9x 4.8x

1) including advance payments and deposits and owner-occupied property and excluding right-of-use assets

2) including property related JV's

3) including balances under held for sale

4) annualized net rent including the contribution from joint venture positions and excluding the net rent from assets held for sale

5) including the contributions from assets held for sale, excluding extraordinary expenses for uncollected hotel rents

6) including the extraordinary expenses for uncollected hotel rents, the ICR would have amounted to 3.9x in Q1 2024 and 4.5x in Q1 2023

AT's disciplined debt management approach, strong credit profile and high financial strength are reflected in the solid debt metrics. As of the end of March 2024, AT had an LTV of 43%, flat compared to 43% as of the end of December 2023. Aroundtown's leverage and financial metrics retain a very significant headroom to bond covenants.

The Group's high operational profitability and financial discipline resulted in an ICR of 3.9x in Q1 2024, lower compared to 4.8x in Q1 2023 as the finance expenses grew proportionally larger than adjusted EBITDA. An unencumbered investment property ratio of 74% (by rent) with a total value of €18 billion (excluding held for sale assets) as of the end of March 2024 highlights the Group's financial flexibility and provides additional liquidity potential, along with undrawn revolving credit facilities.

CONSERVATIVE LEVERAGE(LTV)

Mar 2024 Dec
2023
in € millions
Total equity 15,201.1 15,149.7
of which equity attributable to the owners of the Company 7,702.6 7,643.3
of which equity attributable to perpetual notes investors 4,740.6 4,756.9
of which non-controlling interests 2,757.9 2,749.5
Equity ratio 45% 45%

Total equity amounted to €15.2 billion at the end of March 2024, stable compared to €15.1 billion at the end of December 2023, with a slight improvement driven by net profit. Correspondingly, equity attributable to the owners of the Company and to non-controlling interests amounted to €7.7 billion and €2.8 billion as of March 2024, stable compared to €7.6 billion and €2.7 billion at year-end 2023. Given the macro-economic uncertainty, volatility and strategic focus on liquidity, the Board of Directors of both Aroundtown and GCP decided in March of 2024 not to recommend a dividend payment for 2023 to be distributed in 2024.

The perpetual notes balance amounted to €4.7 billion at the end of March 2024, stable compared to €4.8 billion at year-end 2023. Following IFRS accounting treatment, perpetual notes are classified as equity as they do not have a repayment date, are subordinated to debt, do not have default rights nor covenants and coupon payments are deferrable at the Company's discretion. The perpetual notes are 100% equity under IFRS regardless of whether they are called or not and therefore have no impact on the bond covenants. Given the new financing rates remain above the reset rate, the Board of Directors of Aroundtown decided not to call the perpetual notes with a first call date in January 2024. The reset coupon was adjusted to 4.54%.

After the reporting period, AT and GCP successfully executed perpetual note exchanges and tender offers targeting all notes with past first call dates and first call dates within the next 12 months. As a result, AT and GCP issued 5 new perpetual notes reflecting at total amount of €2.5 billion and reduced the total perpetual notes balance by approx. €230 million via repurchasing tendered perpetuals at a discount of over

30%. These measures support credit metrics under S&P methodology and support the FFO I after 2024 by reducing coupon payments by approx. €35 million on an annual basis compared to reset rates. More details can be found under the significant subsequent events section of the Interim Consolidated Financial Statements. Perpetual notes remain an important part of the Company's capital structure as they provide a security cushion during volatile times by allowing issuers to manage the timing of any refinancing and conserve cash despite the higher coupon payments.

Hamburg

EPRA NAV KPI'S

The European Public Real Estate Association (EPRA) provides three key Net Asset Value (NAV) metrics designed to provide stakeholders with the most relevant information on the fair value of the Group's assets and liabilities. With the evolving nature of their business models, real estate companies progressed into actively managed entities, engaging in non-property operating activities, actively recycling capital and accessing capital markets for balance sheet financing. In line with these developments, EPRA has provided the market with the following three NAV KPI's: EPRA Net Reinstatement Value (EPRA NRV), EPRA Net Tangible Assets (EPRA NTA) and EPRA Net Disposal Value (EPRA NDV).

Mar 2024 Dec 2023
in € millions in € millions
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the owners of the Company 7,702.6 7,702.6 7,702.6 7,643.3 7,643.3 7,643.3
Deferred tax liabilities 1) 1,848.8 1,573.6 - 1,841.2 1,564.8 -
Fair value measurement of derivative financial instruments 2) 22.7 22.7 - 14.2 14.2 -
Goodwill in relation to TLG 3) (604.0) (604.0) (604.0) (604.0) (604.0) (604.0)
Goodwill in relation to GCP 4) (539.8) (539.8) (539.8) (539.8) (539.8) (539.8)
Intangibles as per the IFRS balance sheet 5) - (20.0) - - (19.8) -
Net fair value of debt - - 891.8 - - 1,092.6
Real estate transfer tax 6) 1,569.1 - - 1,565.9 - -
NAV 9,999.4 8,135.1 7,450.6 9,920.8 8,058.7 7,592.1
Number of shares (in millions) 7) 1,094.9 1,094.4
NAV per share (in €) 9.1 7.4 6.8 9.1 7.4 6.9

1) excluding significant minority share in deferred tax liabilities (DTL), as well as deferred tax assets on certain financial instruments in line with EPRA recommendations. EPRA NRV additionally includes DTL of assets held for sale

2) excluding significant minority share in derivatives

3) deducting the goodwill resulting from the business combination with TLG

4) deducting the goodwill resulting from the consolidation of GCP

5) excluding significant minority share in intangibles

6) including the gross purchasers' costs of assets held for sale and relative share in GCP's relevant RETT

7) excluding shares in treasury, base for share KPI calculations

EPRA NAV KPI's were largely stable with a slight increase driven by the net profit during the quarter.

The EPRA NRV totaled €10.0 billion or €9.1 per share as of March 2024, up 1% and flat respectively, compared to €9.9 billion and €9.1 per share at year-end 2023. The EPRA NTA amounted to €8.1 billion or €7.4 per share as of March 2024, up 1% and flat respectively, compared to €8.1 billion and €7.4 per share at year-end 2023. The EPRA NDV amounted to €7.5 billion or €6.8 per share as of March 2024, 2% and 1% lower respectively, compared to €7.6 billion and €6.9 per share at year-end 2023, due to net debt repayments and the higher net fair value of remaining debt as a result of lower market volatility in Q1 2024.

Alternative Performance Measures

Aroundtown follows the real estate reporting criteria and provides Alternative Performance Measures. These measures provide more clarity on the business and enables benchmarking and comparability to market levels. In the following section, Aroundtown presents a detailed reconciliation for the calculations of its Alternative Performance Measures.

ADJUSTED EBITDA

The adjusted EBITDA is a performance measure used to evaluate the operational results of the Group by deducting from the EBITDA, which includes the Total depreciation and amortization on top of the Operating profit, non-operational items such as the Property revaluations and capital gains / (losses) and Share of profit from investment in equity accounted investees, as well as Contributions of assets held for sale. Aroundtown adds to its adjusted EBITDA a non-recurring and/or non-cash item called Other adjustments which is mainly the expenses for employees' share incentive plans. In order to reflect only the recurring operational profits, Aroundtown deducts the Share of profit from investment in equity accounted investees as this item also includes non-operational profits generated by Aroundtown's equity accounted investees. Instead, Aroundtown includes in its adjusted EBITDA its share in the adjusted EBITDA generated by investments where Aroundtown has significant influence in accordance with its economic holding rate over the period. This line item is labelled as Contribution of joint ventures' adjusted EBITDA. Prior to the third quarter of 2021, this line item was mostly attributed to Aroundtown's share in GCP's adjusted EBITDA, however, starting from July 1, 2021, GCP is consolidated in Aroundtown's financial accounts.

Aroundtown created extraordinary expenses for uncollected hotel rents. Adjusted EBITDA excludes (adds back) these expenses which are called Extraordinary expenses for uncollected hotel rents.

Adjusted EBITDA Calculation

Operating profit 1)

(+) Total depreciation and amortization

(=) EBITDA

(-) Property revaluations and capital gains / (losses) 2)

(-) Share of profit from investment in equity accounted investees 3)

(+) Other adjustments 4)

(-) Contribution of assets held for sale 5)

(+) Add back: Extraordinary expenses for uncollected hotel rents 6) (=) Adjusted EBITDA before JV contribution 7)

(+) Contribution of joint ventures' adjusted EBITDA 8)

(=) Adjusted EBITDA

  • 1) Named as "Operating profit" in FY 2017, 2018, 2019, 2020, 2021 and 2022. Named as "Operating (loss) / profit" in FY 2023
  • 2) Named as "Fair value adjustments, capital gains and other income" in FY 2017, and "Property revaluations and capital gains" in FY 2018, 2019, 2020, 2021 and 2022. Named as "Property revaluations and capital (losses) / gains" in FY 2023
  • 3) Named as "Share in profit from investment in equity-accounted investees" in FY 2017, 2018, 2019 and 2020, and "Share of profit from investment in equityaccounted investees" in FY 2021 and 2022. Named as "Share of (loss) / profit from investment in equity accounted investees" in FY 2023
  • 4) Including expenses related to employees' share incentives plans. Named as "Other adjustments" in FY 2023 as no one-off expenses related to TLG merger were recorded in FY 2023. Named as "Other adjustments incl. one-off expenses related to TLG merger" after the takeover of TLG in FY 2020, 2021 and 2022. Prior to the takeover of TLG, it was named as "Other adjustments" in FY 2017 and only related to share incentive plans. In FY 2018 and 2019, it was shown together with contribution of assets held for sale under an item called "Other adjustments"
  • 5) Named as "Adjusted EBITDA relating to properties marked for disposal" in FY 2017. In FY 2018 and 2019, it was shown together with expenses related to employees' share incentive plans under an item called "Other adjustments". Named as "Contribution from assets held for sale" in FY 2020
  • 6) Named as "Extraordinary expenses for uncollected hotel rents" in FY 2023. Named as "Extraordinary expenses for uncollected rent" in FY 2020, 2021 and 2022. The adjustment started in 2020 after the Covid pandemic in order to reflect the recurring adjusted EBITDA excluding these extraordinary expenses.
  • 7) Named as "Adjusted EBITDA commercial, recurring long-term" in FY 2017 and "Adjusted EBITDA commercial portfolio, recurring long-term" in FY 2018, 2019 and 2020
  • 8) The adjustment is to reflect AT's share in the adjusted EBITDA of companies in which AT has significant influence and that are not consolidated. GCP contributed to this line item until June 30, 2021. Starting from July 1, 2021, GCP is consolidated. Named as "Adjustment for GCP adjusted EBITDA contribution" in FY 2017, "Adjustment for GCP and other joint venture positions adjusted EBITDA contribution" in FY 2018 and 2019, "Adjustment for GCP's and other investments' adjusted EBITDA contribution" in FY 2020

FUNDS FROM OPERATIONS I (FFO I)

Funds from Operations I (FFO I) is an industry standard performance indicator for evaluating operational recurring profits of a real estate firm. Aroundtown calculates FFO I by deducting from the Adjusted EBITDA before JV contribution, the Finance expenses, Current tax expenses, Contribution to minorities and adds back Adjustments related to assets held for sale. Adjustments related to assets held for sale refers to finance expenses and current tax expenses related to assets held for sale. Contribution to minorities additionally include the minority share in GCP's FFO I (starting from July 1, 2021) and the minority share in TLG's FFO I excluding the contribution from assets held for sale. Aroundtown additionally deducts the Perpetual notes attribution to reach at FFO I before JV contribution. Prior to 2021, this figure did not deduct the perpetual notes attribution.

Due to the deduction of the Share of profit from investment in equity accounted investees in the adjusted EBITDA calculation which includes the operational profits from those investments, Aroundtown adds back its relative share in the FFO I of joint venture positions in accordance with the holding rate over the period to reflect the recurring operational profits generated by those investments. This item is labelled as Contribution of joint ventures' FFO I. Prior to the third quarter of 2021, this item was mostly attributed to Aroundtown's share in GCP's FFO I, however, starting from July 1, 2021, GCP is consolidated in Aroundtown's financial accounts. Aroundtown created Extraordinary expenses for uncollected hotel rents. Therefore, Aroundtown's FFO I included these expenses.

FFO I per share is calculated by dividing the FFO I by the Weighted average basic shares which excludes the shares held in treasury.

In FY 2020 and FY 2021, Aroundtown additionally showed FFO I before extraordinary Covid adjustment and FFO I per share before extraordinary Covid adjustment (named as FFO I before Covid and FFO I per share before Covid in FY 2020), which excluded the Extraordinary expenses for uncollected rent. Starting from FY 2022, this line item is not shown in the table to maintain the focus on the main FFO I KPI.

Funds From Operations (FFO I) Calculation

Adjusted EBITDA before JV contribution

(-) Finance expenses

(-) Current tax expenses

(-) Contribution to minorities 1)

(+) Adjustments related to assets held for sale 2)

(-) Perpetual notes attribution 3)

(=) FFO I before JV contribution 4)

(+) Contribution of joint ventures' FFO I 5)

(-) Extraordinary expenses for uncollected hotel rents 6)

(=) FFO I 7)

  • 1) Including minority share in GCP's FFO I (since the consolidation in Q3 2021) and TLG's FFO (since the takeover in Q1 2020). Named as "Contribution from minorities" in FY 2017
  • 2) Named as "FFO relating to properties marked for disposal" in FY 2017, "Other adjustments" in FY 2018 and 2019
  • 3) Named as "Adjustment for accrued perpetual notes attribution" in FY 2017, 2018 and 2019
  • 4) Named as "FFO I commercial portfolio, recurring long-term" in FY 2017, 2018, 2019 and 2020. In order to align FFO I better with the market standards, Aroundtown started deducting perpetual notes attribution from its main FFO I KPI in 2020 and from this line item in 2021
  • 5) The adjustment is to reflect AT's share in the FFO I of companies in which AT has significant influence and that are not consolidated. GCP contributed to this line item until June 30, 2021. Starting from July 1, 2021 GCP is consolidated. Named as "Adjustment for GCP FFO I contribution" in FY 2017, "Adjustment for GCP's and other joint ventures' FFO I contribution" in FY 2018 and 2019, "Adjustment for GCP's and other investments' FFO I contribution" in FY 2020
  • 6) Named as "Extraordinary expenses for uncollected rent" in FY 2020, 2021 and 2022.
  • 7) In order to align this KPI better with market standards, in 2020, Aroundtown started deducting the perpetual notes attribution from this KPI. Named as "FFO I after perpetual notes attribution" in FY 2017, 2018 and 2019

FFO I Per Share Calculation

(c) FFO I

(b) Weighted average basic shares 1)

(=) (c/b) FFO I per share 2)

  • 1) Weighted average number of shares excludes shares held in treasury, base for share KPI calculations. Prior to their conversion, it included the conversion impact of mandatory convertible notes
  • 2) In order to align this KPI better with market standards, in 2020, Aroundtown started deducting the perpetual notes attribution from FFO I. Named as "FFO I per share after perpetual notes attribution" in FY 2017, 2018 and 2019

FUNDS FROM OPERATIONS II (FFO II)

Funds from Operations II (FFO II) is an additional measurement used in the real estate industry to evaluate operational recurring profits including the impact from disposal activities. To derive the FFO II, the Results from disposal of properties are added to the FFO I. The results from disposals reflect the profit driven from the excess amount of the sale price, net of transactions costs, to cost price plus capex of the disposed properties.

Funds From Operations II (FFO II) Calculation

FFO I

(+) Result from the disposal of properties 1)

(=) FFO II 2)

  • 1) The excess amount of the sale price, net of transaction costs and total costs (cost price and capex of the disposed properties)
  • 2) Prior to 2020, since the main FFO I KPI did not deduct perpetual notes attribution, FFO II included these attributions. In order to align FFO I better with market standards, in 2020, Aroundtown started deducting the perpetual notes attribution

RENTAL YIELD AND RENT MULTIPLE

The rental yield and rent multiple are industry standard indicators to measure the rent generation of a property portfolio relative to its value and are generally used as key valuation indicators.

The Rental yield is derived by dividing the End of period annualized net rental income, by the Investment property. The End of period annualized net rental income is the annualized monthly in-place rent of the related Investment property as at the end of the period. The Rent multiple is the inverse of Rental yield and is derived by dividing the Investment property by the End of period annualized net rental income. As the assets that classified as Development rights & invest do not generate material rental income, these are excluded from the calculation.

AT additionally reports rental yield and/or rent multiple on a more granular basis, such as in its portfolio breakdown or in relation to specific transactions, to provide enhanced transparency and comparability on its property portfolio in specific locations and/or in relation to transaction activity.

Rental Yield and Rent Multiple Calculation

(a) End of period annualized net rental income 1)

(b) Investment property 1)

(=) (a/b) Rental yield

(=) (b/a) Rent multiple

1) Excluding properties classified as Development rights & Invest

LOAN-TO-VALUE (LTV)

The Loan-to-Value (LTV) is a measurement aimed at reflecting the leverage of a company. The purpose of this metric is to assess the degree to which the total value of the real estate properties can cover financial debt and the headroom against a potential market downturn. With regards to Aroundtown's internal LTV guidance due to its conservative financial policy, the LTV shows as well the extent to which Aroundtown can comfortably raise further debt to finance additional growth. Total value is calculated by adding together the Investment property which includes Advance payments and deposits and starting from FY 2023 Owner-occupied property but excludes the right-of-use assets, Investment property of assets held for sale and Investment in equity-accounted investees which starting from Dec 2022 include only property related JV's. Net financial debt is calculated by deducting the Cash and liquid assets from the Total financial debt which is a sum of Short- and long-term loans and borrowings and Short- and long-term straight bonds. Cash and liquid assets are the sum of Cash and cash equivalents, Shortterm deposits and Financial assets at fair value through profit or loss, as well as cash balances of assets held for sale. Aroundtown calculates the LTV ratio through dividing the Net financial debt by the Total value.

LTV Calculation

(+) Investment property (incl. advance payments and deposits and owner-occupied property and excl. right-of-use assets) 1)

(+) Investment property of assets held for sale 2)

- (+) Investment in equity-accounted investees 3)

(=) (a) Total value

(+) Total financial debt 4)

(-) Cash and liquid assets 5)

(=) (b) Net financial debt

(=) (b/a) LTV
  • 1) It included inventories trading property before the item was disposed and starting in Dec 2023 includes Owner-occupied property
  • 2) Named as "Assets held for sale" in FY 2019 and FY 2018 and "Investment properties classified as held for sale" in FY 2017
  • 3) Including property related JV's starting from Dec 2022
  • 4) Total of bank loans, straight bonds, schuldscheins and exluding lease liabilities. It included convertible bonds prior to their repayment
  • 5) Including balances under held for sale

EQUITY RATIO

Equity Ratio is the ratio of Total Equity divided by Total Assets, each as indicated in the consolidated financial statements. Aroundtown believes that Equity Ratio is useful for investors primarily to indicate the long-term solvency position of Aroundtown.

Equity Ratio Calculation
(a) Total Equity
(b) Total Assets
(=) (a/b) Equity Ratio

UNENCUMBERED ASSETS RATIO

The Unencumbered assets ratio is an additional indicator to assess Aroundtown's financial flexibility. As Aroundtown is able to raise secured debt over the unencumbered asset, a high ratio of unencumbered assets provides Aroundtown with additional potential liquidity. Additionally, unencumbered assets provide debt holders of unsecured debt with a headroom. Aroundtown derives the Unencumbered assets ratio from the division of Rent generated by unencumbered assets by Rent generated by the total Group. Rent generated by unencumbered assets is the net rent on an annualized basis generated by assets which are unencumbered, including the contribution from joint venture positions but excluding the net rent from assets held for sale. In parallel, Rent generated by the total Group is the net rent on an annualized basis generated by the total Group including the contribution from joint venture positions but excluding the net rent from assets held for sale.

Unencumbered Assets Ratio Calculation

(a) Rent generated by unencumbered assets 1)

(b) Rent generated by the total Group 1)

(=) (a/b) Unencumbered Assets Ratio

1) Annualized net rent including the contribution from joint venture positions and excluding the net rent from assets held for sale

INTEREST COVER RATIO (ICR) AND DEBT SERVICE COVER RATIO (DSCR)

The Interest Cover Ratio (ICR) is widely used in the real estate industry to assess the strength of a firm's credit profile. The multiple indicates the degree to which Aroundtown's operational results are able to cover its debt servicing costs. ICR is calculated by dividing the Adjusted EBITDA including the contributions from assets held for sale by the Finance expenses. ICR previously included the contribution from joint venture positions in both the finance expenses and adjusted EBITDA but it was reclassified during 2021 to exclude these contributions in order to reflect the interest cover ratio of the Group's standalone operations excluding its joint venture investments, as well as to simplify this KPI. Aroundtown additionally provides the ICR, including extraordinary expenses for uncollected hotel rents and which was previously reported as ICR, Covid adjusted and which is calculated by dividing the Adjusted EBITDA including extraordinary expenses for uncollected hotel rents and the contributions from assets held for sale by the Finance expenses.

Aroundtown discontinued presenting DSCR as it is not part of its bond covenants. The DSCR is calculated by dividing the Adjusted EBITDA including the contributions from assets held for sale by the sum of Finance expenses and Amortizations of loans from financial institutions and others. When it was reported in FY 2018 and FY 2019, DSCR included the contribution from joint venture positions but following the reclassification of ICR, these contributions are excluded.

ICR Calculation

(a) Finance expenses 1)

(b) Adjusted EBITDA 2)

(=) (b/a) ICR

  • 1) Previously included contributions from joint venture positions and named as "Group finance expenses" in FY 2018, 2019 and 2020
  • 2) Including the contributions from assets held for sale and previously included contributions from joint venture positions

ICR, Including Extraordinary Expenses for Uncollected Hotel Rents Calculation

(a) Finance expenses

(c) Adjusted EBITDA 2) 4)

(=) (c/a) ICR, including extraordinary expenses for uncollected hotel rents 3)

DSCR Calculation

(a) Finance expenses 1)

(d) Amortization of loans from financial institutions and others 5)

(=) (e=a+d) Total finance expenses and amortizations of loans 6) (b) Adjusted EBITDA 2)

(=) (b/e) DSCR

  • 1) Previously included contributions from joint venture positions and named as "Group finance expenses" in FY 2018, 2019 and 2020
  • 2) Including the contributions from assets held for sale and previously included contributions from joint venture positions
  • 3) Named as ICR, Covid adjusted in FY 2022
  • 4) Including extraordinary expenses for uncollected hotel rents.
  • 5) Previously included contributions from joint venture positions and named as "Group amortization of loans from financial institutions" in FY 2018 and 2019. Named as "Amortizations of loans from financial institutions" in FY 2017
  • 6) Named as "Total Group finance expenses and amortizations of loans" in FY 2018 and 2019

NET DEBT-TO-EBITDA AND NET DEBT-TO-EBITDA INCLUDING PERPETUAL NOTES

The Net debt-to-EBITDA is used in the real estate industry to measure the leverage position of a company. This KPI highlights the ratio of financial liabilities to the Company's recurring operational profits and thereby indicates how much of the recurring operational profits are available to debt holders. Aroundtown calculates its Net debt-to-EBITDA ratio by dividing the Net financial debt as at the balance sheet date by the adjusted EBITDA (annualized). The Net financial debt is defined above under Loan- to-Value ratio. The adjusted EBITDA (annualized) includes contributions from assets held for sale and joint venture positions and excludes extraordinary expenses for uncollected hotel rents. The adjusted EBITDA (annualized) is calculated by adjusting the adjusted EBITDA to reflect a theoretical full year figure. This is done by multiplying the adjusted EBITDA of the period by 4 if it is the three-month period result, by 2 if it is the six-month period result and by 4/3 if it is the nine-month period result. For the full year, there is no adjustment made.

Aroundtown additionally provides the Net debt-to-EBITDA including perpetual notes ratio by adding its Equity attributable to perpetual notes investors as at the balance sheet date to the Net financial debt. Although AT's perpetual notes are 100% equity instruments under IFRS, credit rating agencies, including S&P, can apply an adjustment to such instruments and consider AT's perpetuals as 50% equity and 50% debt. Additionally, some equity investors may find an adjustment that adds the full balance of perpetual notes to the net debt as relevant. For enhanced transparency, AT additionally provides this KPI including the full balance sheet amount of Equity attributable to perpetual notes investors.

Net Debt-to-EBITDA Calculation

(a) Net financial debt 1)

(b) Adjusted EBITDA (annualized) 2)

(=) (a/b) Net debt-to-EBITDA

Net Debt-to-EBITDA Including Perpetual Notes Calculation

(a) Net financial debt 1)

(b) Equity attributable to perpetual notes investors

(c) Adjusted EBITDA (annualized) 2)

(=) [(a+b)/c] Net debt-to-EBITDA including perpetual notes

1) See LTV calculation for the breakdown

2) Including the contributions from assets held for sale and joint venture positions, excluding extraordinary expenses for uncollected hotel rents. See the explanation above for the annualization adjustment

EPRA NAV KPI'S EPRA NET REINSTATEMENT VALUE (EPRA NRV)

The EPRA NRV is defined by the European Public Real Estate Association (EPRA) as a measure to highlight the value of a company's net assets on a long-term basis, assuming entities never sell assets. This KPI aims to represent the value required to rebuild the company. Aroundtown's EPRA NRV calculation begins by adding to the Equity attributable to the owners of the Company the Deferred tax liabilities which includes balances in assets held for sale and excludes significant minority share in deferred tax liabilities, as well as excluding deferred tax assets on certain financial instruments in line with EPRA recommendations. Aroundtown also adds/deducts Fair value measurement of derivative financial instruments which includes the derivative financial instruments related to interest hedging and excludes significant minority share in derivative financial instruments. These items are added back in line with EPRA's standards as they are not expected to materialize on an ongoing and long-term basis. Aroundtown then deducts the Goodwill in relation to TLG, Goodwill in relation to GCP and adds Real estate transfer tax which is the gross purchasers' costs in line with EPRA's standards which includes Aroundtown's share in TLG's and GCP's relevant real estate transfer taxes (RETT). Following the consolidation of GCP, the goodwill recognized in relation to GCP became relevant for EPRA NRV calculations. EPRA NRV per share is calculated by dividing the EPRA NRV by the Number of shares which excludes the treasury shares.

The EPRA NAV was discontinued by EPRA starting from FY 2020. Following EPRA guidelines, Aroundtown provided the bridge between the former EPRA NAV and the new EPRA NRV in its FY 2020 report and discontinued reporting EPRA NAV thereafter. The main difference between the former EPRA NAV and the EPRA NRV is the addition of real estate transfer taxes in the EPRA NRV.

EPRA NRV and EPRA NRV Per Share Calculation

Equity attributable to the owners of the Company

(+) Deferred tax liabilities 1)

  • (+/-) Fair value measurement of derivative financial instruments 2)
  • (-) Goodwill in relation to TLG 3)
  • (-) Goodwill in relation to GCP 4)
  • (+) Real estate transfer tax 5)

(=) (a) EPRA NRV

(b) Number of shares (in millions) 6)

(=) (a/b) EPRA NRV per share

  • 1) Excluding significant minority share in deferred tax liabilities (DTL), as well as deferred tax assets on certain financial instruments in line with EPRA recommendations, including DTL of assets held for sale
  • 2) Excluding significant minority share in derivatives
  • 3) Deducting the goodwill resulting from the business combination with TLG
  • 4) Deducting the goodwill resulting from the consolidation of GCP
  • 5) Including the gross purchasers' costs of assets held for sale and relative share in TLG's and GCP's relevant RETT
  • 6) Excluding shares in treasury, base for share KPI calculations. Prior to their conversion, it included the conversion impact of mandatory convertible notes

EPRA NET TANGIBLE ASSETS (EPRA NTA) AND EPRA NTA with RETT

The EPRA NTA is defined by the European Public Real Estate Association (EPRA) as a measure to highlight the value of a company's net tangible assets assuming entities buy and sell assets, thereby crystallizing certain levels of unavoidable deferred taxes. Aroundtown's EPRA NTA calculation begins by adding to the Equity attributable to the owners of the Company the Deferred tax liabilities which excludes the deferred tax liabilities of properties held for sale, retail portfolio, development rights & invest portfolio, GCP's portfolio cities classified as "Others" and significant minority share in deferred tax liabilities, as well as excluding deferred tax assets on certain financial instruments in line with EPRA recommendations. Aroundtown also adds/deducts Fair value measurement of derivative financial instruments which includes the derivative financial instruments related to interest hedging and excludes significant minority share in derivative financial instruments. Furthermore, Aroundtown deducts the Goodwill in relation to TLG, Goodwill in relation to GCP and Intangibles as per the IFRS balance sheet which excludes significant minority share in intangibles. The EPRA NTA was reclassified in Dec 2022 to exclude RETT in order to align better with market standards. The EPRA NTA per share is calculated by dividing the EPRA NTA by the Number of shares which excludes the treasury shares. The EPRA NTA with RETT adds gross purchasers' cost of properties which enable RETT optimization at disposal based on track record, including the relative share in GCP's relevant RETT. The EPRA NTA with RETT per share is calculated by dividing the EPRA NTA with RETT by Number of shares.

EPRA NTA (& per share) and EPRA NTA with RETT (& per share) Calculation

Equity attributable to the owners of the Company

(+) Deferred tax liabilities 1)

(+/-) Fair value measurement of derivative financial instruments 2)

(-) Goodwill in relation to TLG 3)

(-) Goodwill in relation to GCP 4)

(-) Intangibles as per the IFRS balance sheet 5)

(=) (a) EPRA NTA 6)

(+) (b) Real estate transfer tax 7)

(=) (c=a+b) EPRA NTA with RETT 8)

(a) EPRA NTA 6)

(d) Number of shares (in millions) 9)

(=) (a/d) EPRA NTA per share 6)

(c) EPRA NTA with RETT 8)

(d) Number of shares (in millions) 9)

(=) (c/d) EPRA NTA with RETT per share 8)

  • 1) Excluding significant minority share in deferred tax liabilities (DTL), as well as deferred tax assets on certain financial instruments in line with EPRA recommendations
  • 2) Excluding significant minority share in derivatives
  • 3) Deducting the goodwill resulting from the business combination with TLG
  • 4) Deducting the goodwill resulting from the consolidation of GCP. Prior to the consolidation of GCP as of July 1, 2021, there was an adjustment related to surplus on investment in GCP, named as "Goodwill as per the IFRS balance sheet (related to GCP surplus)"
  • 5) Excluding significant minority share in intangibles
  • 6) Changed in Dec 2022 to exclude RETT
  • 7) Including only the gross purchasers' costs of properties where RETT optimization at disposal can be achieved. Additionally including relative share in GCP's relevant RETT
  • 8) Previously defined as "EPRA NTA" or "EPRA NTA per share" in FY 2020 and FY 2021
  • 9) Excluding shares in treasury, base for share KPI calculations. Prior to their conversion, it included the conversion impact of mandatory convertible notes

EPRA NET DISPOSAL VALUE (EPRA NDV)

The EPRA NDV is defined by the European Public Real Estate Association (EPRA) as a measure that represents the shareholders' value under a disposal scenario, where deferred taxes, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. Aroundtown calculates its EPRA NDV by deducting from the Equity attributable to the owners of the Company, the Goodwill in relation to TLG and Goodwill in relation to GCP and deducting/adding the Net fair value of debt which is the difference between the market value of debt and the book value of debt, adjusted for taxes. The EPRA NDV per share is calculated by dividing the EPRA NDV by the Number of shares which excludes the treasury shares.

The EPRA NNNAV was discontinued by EPRA starting from FY 2020. Following EPRA guidelines, Aroundtown provided the bridge between the former EPRA NNNAV and the new EPRA NDV in its FY 2020 report and discontinued reporting EPRA NNNAV thereafter. The main difference between the former EPRA NNNAV and the EPRA NDV is the exclusion of deferred tax liabilities in the EPRA NDV and goodwill related to GCP surplus prior to the consolidation of GCP as of July 1, 2021.

EPRA NDV and EPRA NDV Per Share Calculation

Equity attributable to the owners of the Company (-) Goodwill in relation to TLG 1)

(-) Goodwill in relation to GCP 2)

(+/-) Net fair value of debt

(=) (a) EPRA NDV

(b) Number of shares 3)

(=) (a/b) EPRA NDV per share

  • 1) Deducting the goodwill resulting from the business combination with TLG
  • 2) Deducting the goodwill resulting from the consolidation of GCP. Prior to the consolidation of GCP as of July 1, 2021, there was an adjustment related to surplus on investment in GCP, named as "Goodwill as per the IFRS balance sheet (related to GCP surplus)"
  • 3) Excluding shares in treasury, base for share KPI calculations. Prior to their conversion, it included the conversion impact of mandatory convertible notes

EPRA LOAN-TO-VALUE (EPRA LTV)

The EPRA LTV is a metric that aims to assess the leverage of shareholder equity within a real estate company. The main difference between EPRA LTV and the Company's calculated LTV is the wider categorization of liabilities and assets with the largest impact coming from the inclusion of perpetual notes as debt, inclusion of financial assets in the net assets and proportionate consolidation adjustments. EPRA LTV is calculated by dividing the EPRA Net debt by EPRA Total property value. EPRA Net debt is derived by deducting Cash and liquid assets from EPRA Gross debt. Cash and liquid assets are defined under LTV section above. EPRA Gross debt is the sum of Total financial debt described under LTV section above, an adjustment related to Foreign currency derivatives, Equity attributable to perpetual notes investors and Net payables. EPRA Total property value is the sum of Investment property which includes Advance payments and deposits but excludes the right-of-use assets, Investment property of assets held for sale, Owner-occupied property, Intangibles as per the IFRS balance sheet, Net receivables and Financial assets. Net payables or Net receivables is the sum of Trade and other receivables and Long term financial liabilities and other assets (both of which excluding loans-to-own assets and vendor loans), net of Trade and other payables, Long term financial liabilities and other payables (excluding lease liabilities), Tax payable and Provisions for other liabilities and accrued expenses, including balances in held for sale. If Net receivables are larger than Net payables in absolute values, the netted sum is shown in EPRA Total property value, otherwise in EPRA Net debt. Financial assets are the sum of loans-to-own assets and vendor loans. The calculation above reaches at EPRA LTV – Consolidated (as reported). Following EPRA guideline, Aroundtown adds its Share of joint ventures and deducts Material non-controlling interests relating to GCP and TLG for all respective items where relevant which results in EPRA LTV – Proportionate consolidation also named as EPRA LTV.

EPRA LTV Calculation

(+) Total financial debt 1)

(+/-) Foreign currency derivatives

(+) Equity attributable to perpetual notes investors

(=) (a) EPRA Net debt
(-) Cash and liquid assets 1)
(=) EPRA Gross debt
(+) Net payables 3)

(+) Investment property 2)

(+) Investment property of assets held for sale

  • (+) Owner-occupied property
  • (+) Intangibles as per the IFRS balance sheet

(+) Net receivables 3)

(+) Financial assets

(=) (b) EPRA Total property value

(=) (a/b) EPRA LTV 4)

1) The components are described under the LTV section

  • 2) Starting in Dec 2023, Investment property under the LTV section was changed to include Owner-occupied property which is added separately below in EPRA LTV
  • 3) If Net receivables are larger than Net payables in absolute values, the netted sum is shown in EPRA Total property value, otherwise in EPRA Net debt
  • 4) Following EPRA guidelines, Aroundtown adds its share of joint ventures and deducts material non-controlling interests relating to GCP and TLG for all items where relevant

Responsibility statement

To the best of our knowledge, the interim consolidated financial statements of Aroundtown SA, prepared in accordance with the applicable reporting principles for financials statements, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the management report of the Group includes a fair review of the development of the business, and describes the main opportunities, risks, and uncertainties associates with the Group.

Disclaimer

The financial data and results of the Group are affected by financial and operating results of its subsidiaries. Significance of the information presented in this report is examined from the perspective of the Company including its portfolio with the joint ventures. In several cases, additional information and details are provided in order to present a comprehensive representation of the subject described, which in the Group's view is essential to this report.

By order of the Board of Directors, May 29, 2024

Frank Roseen Executive Director

Jelena Afxentiou Executive Director

AROUNDTOWN SA | Board of Directors' Report

02Interim Consolidated Financial Statements

Interim consolidated statement of profit or loss

Three months ended March 31,
2024 2023
Unaudited
Note in € millions
Revenue 7 386.0 402.6
Property revaluations and capital gains / (losses) 2.4 (133.4)
Share of profit from investment in equity-accounted investees 4.6 5.2
Property operating expenses (138.2) (172.4)
Administrative and other expenses (16.0) (15.6)
Operating profit 238.8 86.4
Finance expenses (60.6) (49.1)
Other financial results (21.1) (42.0)
Profit / (loss) before tax 157.1 (4.7)
Current tax expenses (32.5) (30.5)
Deferred tax (expenses) / income (22.3) 13.6
Profit / (loss) for the period 102.3 (21.6)
Profit / (loss) attributable to:
Owners of the Company 43.0 (43.5)
Perpetual notes investors 45.4 32.8
Non-controlling interests 13.9 (10.9)
Profit / (loss) for the period 102.3 (21.6)
Net earnings / (loss) per share attributable to the owners of the Company (in €)
Basic earnings / (loss) per share 0.04 (0.04)
Diluted earnings / (loss) per share 0.04 (0.04)

Interim consolidated statement of other comprehensive income

Three months ended March 31,
2024 2023
Unaudited
in € millions
Profit / (loss) for the period 102.3 (21.6)
Other comprehensive income / (loss):
Items that are or may be reclassified subsequently to profit or loss, net of tax:
Foreign operations – foreign currency translation difference, net of investment hedges of foreign operations 20.6 3.9
Cash flow hedges and cost of hedging 4.3 2.8
Items that will not be reclassified to profit or loss, net of tax:
Revaluation of property, plant and equipment - 0.3
Total comprehensive income / (loss) for the period 127.2 (14.6)
Total comprehensive income / (loss) attributable to:
Owners of the Company 61.7 (36.2)
Perpetual notes investors 45.4 32.8
Non-controlling interests 20.1 (11.2)
Total comprehensive income / (loss) for the period 127.2 (14.6)

53

Interim consolidated statement of financial position

As at March 31, 2024 As at December 31, 2023
Unaudited Audited
Note in € millions
ASSETS
Investment property 8.1 24,787.9 24,632.4
Goodwill and intangible assets 1,165.8 1,165.7
Property and equipment 215.6 213.5
Investment in equity-accounted investees 1,025.0 1,086.5
Advance payments and deposits 107.7 107.4
Derivative financial assets 100.0 138.1
Long term financial investments and other assets 1,484.2 1,458.1
Deferred tax assets 66.0 65.8
Non-current assets 28,952.2 28,867.5
Cash and cash equivalents 2,579.6 2,641.2
Short-term deposits 111.8 127.1
Financial assets at fair value through profit or loss 232.1 257.7
Trade and other receivables 1,081.8 1,008.3
Derivative financial assets 230.1 248.0
Assets held for sale 354.5 409.5
Current assets 4,589.9 4,691.8
Total assets 33,542.1 33,559.3

Interim consolidated statement of financial position (continued)

As at March 31, 2024 As at December 31, 2023
Unaudited Audited
in € millions
EQUITY
Share capital 15.4 15.4
Treasury shares (2,891.4) (2,893.3)
Retained earnings and other reserves 10,578.6 10,521.2
Equity attributable to the owners of the Company 7,702.6 7,643.3
Equity attributable to perpetual notes investors 4,740.6 4,756.9
Equity attributable to the owners of the Company and perpetual notes investors 12,443.2 12,400.2
Non-controlling interests 2,757.9 2,749.5
Total equity 15,201.1 15,149.7
LIABILITIES
Loans and borrowings 2,109.6 2,124.2
Straight bonds 10,962.8 11,698.0
Derivative financial liabilities 253.3 306.4
Long term financial liabilities and other payables 642.6 635.1
Deferred tax liabilities 2,125.4 2,106.5
Non-current liabilities 16,093.7 16,870.2
Current portion of long-term loans and loan redemptions 83.1 79.9
Straight bonds 1,004.7 340.0
Trade and other payables 721.6 671.5
Tax payable 82.0 72.5
Provisions for other liabilities and accrued expenses 188.3 215.3
Derivative financial liabilities 147.1 134.6
Liabilities associated with assets held for sale 20.5 25.6
Current liabilities 2,247.3 1,539.4
Total liabilities 18,341.0 18,409.6
Total equity and liabilities 33,542.1 33,559.3

The Board of Directors of Aroundtown SA has authorized these interim consolidated financial statements for issuance on May 29, 2024

Frank Roseen Executive Director

Jelena Afxentiou Executive Director

Interim consolidated statement of changes in equity

For the three-month period ended March 31, 2024 (Unaudited)

Attributable to the owners of the Company
Share
capital
Share
premium
and capital
reserves
Cash flow
hedge and
cost of hedge
reserves
Treasury
shares
Retained
earnings
Equity
attributable to
the owners of
the Company
Equity
attributable
to perpetual
notes
investors
Equity
attributable to
the owners of
the Company
and perpetual
notes investors
Non
controlling
interests
Total
equity
in € millions
Balance as at January 1, 2024 (audited) 15.4 5,073.7 20.2 (2,893.3) 5,427.3 7,643.3 4,756.9 12,400.2 2,749.5 15,149.7
Profit for the period - - - - 43.0 43.0 45.4 88.4 13.9 102.3
Other comprehensive income for the period, net of tax - 16.8 1.9 - - 18.7 - 18.7 6.2 24.9
Total comprehensive income for the period - 16.8 1.9 - 43.0 61.7 45.4 107.1 20.1 127.2
Transactions with owners of the Company
Contributions and distributions
Equity settled share-based payment and
other effects
- (3.9) - 1.9 - (2.0) - (2.0) - (2.0)
Total contributions and distributions - (3.9) - 1.9 - (2.0) - (2.0) - (2.0)
Changes in ownership interests
Transactions with and dividends distributed
to non-controlling interests (NCI)
- - - - (0.4) (0.4) - (0.4) (11.7) (12.1)
Total changes in ownership interests - - - - (0.4) (0.4) - (0.4) (11.7) (12.1)
Transactions with perpetual notes investors
Payment to perpetual notes investors - - - - - - (61.7) (61.7) - (61.7)
Total transactions with perpetual notes investors - - - - - - (61.7) (61.7) - (61.7)
Balance as at March 31, 2024 15.4 5,086.6 22.1 (2,891.4) 5,469.9 7,702.6 4,740.6 12,443.2 2,757.9 15,201.1

Interim consolidated statement of changes in equity (continued)

For the three-month period ended March 31, 2023 (Unaudited)

Attributable to the owners of the Company
Share
capital
Share
premium
and capital
reserves
Cash flow
hedge and
cost of hedge
reserves
Treasury
shares
Retained
earnings
Equity
attributable to
the owners of
the Company
Equity
attributable
to perpetual
notes
investors
Equity
attributable to
the owners of
the Company
and perpetual
notes investors
Non
controlling
interests
Total
equity
in € millions
Balance as at January 1, 2023 (audited) 15.4 5,186.0 59.6 (3,033.7) 7,358.0 9,585.3 4,747.7 14,333.0 3,490.4 17,823.4
(Loss) / profit for the period - - - - (43.5) (43.5) 32.8 (10.7) (10.9) (21.6)
Other comprehensive income / (loss) for the
period, net of tax
- 4.8 2.5 - - 7.3 - 7.3 (0.3) 7.0
Total comprehensive (loss) / income for the period - 4.8 2.5 - (43.5) (36.2) 32.8 (3.4) (11.2) (14.6)
Transactions with owners of the Company
Contributions and distributions
Settlement of mandatory convertible notes - (138.5) - 138.5 - - - - - -
Equity settled share-based payment - (0.2) - 1.3 - 1.1 - 1.1 - 1.1
Total contributions and distributions - (138.7) - 139.8 - 1.1 - 1.1 - 1.1
Changes in ownership interests
Initial consolidations and deconsolidations - - - - - - - - (0.5) (0.5)
Transactions with and dividends distributed
to non-controlling interests
- - - - 16.8 16.8 - 16.8 (33.9) (17.1)
Total changes in ownership interests - - - - 16.8 16.8 - 16.8 (34.4) (17.6)
Transactions with perpetual notes investors
Payment to perpetual notes investors - - - - - - (42.1) (42.1) - (42.1)
Total transactions with perpetual notes investors - - - - - - (42.1) (42.1) - (42.1)
Balance as at March 31, 2023 15.4 5,052.1 62.1 (2,893.9) 7,331.3 9,567.0 4,738.4 14,305.4 3,444.8 17,750.2

Interim consolidated statement of cash flows

Three months ended March 31,
2024 2023
Unaudited
in € millions
CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (loss) for the period 102.3 (21.6)
Adjustments to the profit / (loss):
Depreciation and amortization 3.1 4.0
Property revaluations and capital gains (2.4) 133.4
Share of profit from investment in equity-accounted investees (4.6) (5.2)
Finance expenses and other financial results 81.7 91.1
Current and deferred tax expenses 54.8 16.9
Share-based payment 0.7 1.4
Change in working capital (16.4) (12.1)
219.2 207.9
Dividend received 3.0 2.8
Tax paid (21.7) (21.3)
Net cash from operating activities 200.5 189.4
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property, equipment and intangible assets (5.3) (3.3)
Proceeds from disposals of investment property and proceeds from investees 113.0 288.3
Acquisitions of investment property and associates, investment in capex and advances paid (114.7) (102.2)
Proceeds from / (investments in) traded securities and other financial assets, net 14.0 (*) 11.5
Net cash from investing activities 7.0 194.3

(*) reclassified

Interim consolidated statement of cash flows (continued)

Three months ended March 31,
2024 2023
Unaudited
in € millions
- (5.9)
(61.7) (42.1)
(48.3) (99.2)
(15.7) 209.0
(4.0) (3.7)
(12.9) (16.2)
(39.0) (14.4)
(92.0) (*) (66.1)
(273.6) (38.6)
(66.1) 345.1
2,641.2 2,305.4
- 8.6
4.5 0.5
2,579.6 2,659.6

(*) reclassified

AROUNDTOWN SA

| Interim Consolidated Financial Statements

Notes to the interim consolidated financial statements

1. GENERAL

1.1 Incorporation and principal activities

Aroundtown SA (the "Company" or "Aroundtown"), a public limited liability company (Société Anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 37, Boulevard Joseph II, L-1840 Luxembourg (formerly: 40, rue du Curé, L-1368, Luxembourg). Aroundtown's shares are listed on the Prime Standard of the Frankfurt Stock Exchange and included in the MDAX index of the Deutsche Börse (symbol: AT1).

Aroundtown is a real estate company with a focus on income generating quality properties with value-add potential in central locations in top tier European cities, primarily in Germany, the Netherlands and London. Aroundtown invests in commercial and residential real estate which benefits from strong fundamentals and growth prospects. These interim consolidated financial statements for the three-month period ended March 31, 2024, consist of the financial statements of the Company and its investees (the "Group").

1.2 Group rating

Aroundtown's credit rating is 'BBB+' with a negative outlook given by Standard and Poor's (S&P). The rating of 'BBB+' also applies to the Company's unsecured debt. The Group`s subordinated perpetual notes' rating is 'BBB-' with a negative outlook.

The corporate credit rating of Grand City Properties S.A. (a subsidiary of the Company, "GCP") is 'BBB+' with a negative outlook given by S&P, and 'Baa1' with a negative outlook given by Moody's Investors Service (Moody's), which maintains its public rating on GCP on an unsolicited basis since 2021. The 'BBB+' and 'Baa1' ratings, both with a negative outlook, also apply to GCP's senior unsecured debt. GCP's subordinated perpetual notes are rated 'BBB-' with a negative outlook and 'Baa3' with a negative outlook, by S&P and Moody's, respectively.

Aroundtown's and GCP's S&P credit ratings were reaffirmed in December 2023.

1.3 Definitions

Throughout the notes to the interim consolidated financial statements following definitions apply:

The Company Aroundtown SA
The Group The Company and its investees
Subsidiaries Companies that are controlled by the Company (as defined in IFRS 10) and
whose financial statements are consolidated with those of the Company
Associates Companies over which the Company has significant influence (as defined
in IAS 28) and that are not subsidiaries. The Company's investment therein
is included in the consolidated financial statements of the Company using
equity method of accounting
Investees Subsidiaries, jointly controlled entities and associates
GCP Grand City Properties S.A. (a subsidiary of the Company; listed for trade in
the Prime Standard of the Frankfurt Stock Exchange)
TLG TLG Immobilien AG (a subsidiary of the Company)
Related parties As defined in IAS 24
The reporting period The three-month period ended on March 31, 2024

2. SIGNIFICANT CHANGES IN THE REPORTING PERIOD

The financial position and performance of the Group were affected by the following events and transactions during the reporting period:

    1. Disposals of investment property in a total value of approximately €110 million (see note 8).
    1. Decision not to exercise the option to redeem €394.5 million nominal value of perpetual notes (see note 9).
    1. For additional information about changes in the Group's financial position and performance, see the "Notes on business performance" section in the Board of Directors' Report.

3. BASIS OF PREPARATION

These interim consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting and are in compliance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

These interim consolidated financial statements do not include all the information required for a complete set of IFRS financial statements and should be read in conjunction with the Group's audited annual consolidated financial statements as at and December 31, 2023. However, selected explanatory notes are included to explain events and transactions that are significant for an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended December 31, 2023.

The accounting policies adopted in the preparation of these interim consolidated financial statements, including the judgments, estimates and special assumptions that affect the application of those accounting policies, are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2023, except for the changes in accounting policies and the adoption of new standard, amendments to standards and interpretations as described in note 4.

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period, and marked as "reclassified".

These interim consolidated financial statements have not been reviewed by an auditor, unless otherwise indicated.

Functional and presentation currency

The Group's interim consolidated financial statements are presented in euro, which is also the Group's functional currency, and reported in millions of euros rounded to one decimal point, unless stated otherwise.

As at March 31, 2024, the Group's main foreign exchange rates versus the euro were as follows:

EUR/GBP
("British Pound")
EUR/USD
("US Dollar")
March 31, 2024 0.855 1.081
March 31, 2023 0.879 1.088
December 31, 2023 0.869 1.105
Average rate 01-03/2024 0.856 1.086
Changes (%) during the period:
Three months ended March 31, 2024 (1.6%) 2.1%
Three months ended March 31, 2023 (0.9%) 2.0%
Year ended December 31, 2023 (2.0%) 3.6%

4. CHANGES IN ACCOUNTING POLICIES

The following amendments were adopted for the first time in these interim consolidated financial statements, with an effective date of January 1, 2024:

● Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback

In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right-of-use it retains.

The amendments are effective for annual reporting periods beginning on or after January 1, 2024, and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed.

The amendments do not have a material impact on the Group's interim consolidated financial statements.

● Amendments to IAS 1 Presentation of Financial Statements:

  • Classification of Liabilities as Current or Non-current (issued on January 23, 2020);
  • Classification of Liabilities as Current or Non-current Deferral of Effective Date (issued on July 15, 2020); and
  • Non-current Liabilities with Covenants (issued on October 31, 2022)

In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

  • What is meant by a right to defer settlement
  • That a right to defer must exist at the end of the reporting period
  • That classification is unaffected by the likelihood that an entity will exercise its deferral right
  • That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.

The amendments do not have a material impact on the Group's interim consolidated financial statements.

5. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

Fair value hierarchy

The following table presents the Group's financial assets and liabilities measured and presented at fair value as at March 31, 2024 and December 31, 2023 on a recurring basis under the relevant fair value hierarchy. Also presented are the Group's material financial liabilities measured at amortized cost.

As at March 31, 2024
Fair value measurement using
As at December 31, 2023
Fair value measurement using
Carrying
amount
Total fair
value
Quoted prices
in active
market
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Carrying
amount
Total fair
value
Quoted prices
in active
market
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
in € millions in € millions
FINANCIAL ASSETS
Financial assets at fair value through profit or loss (1) 396.2 396.2 213.4 141.1 41.7 418.7 418.7 240.6 135.2 42.9
Derivative financial assets 330.1 330.1 - 330.1 - 386.1 386.1 - 386.1 -
Total financial assets 726.3 726.3 213.4 471.2 41.7 804.8 804.8 240.6 521.3 42.9
FINANCIAL LIABILITIES
Loans and borrowings 2,192.7 2,199.9 - 2,199.9 - 2,204.1 2,221.3 - 2,221.3 -
Straight bonds (2) 11,967.5 10,602.8 10,433.2 169.6 - 12,038.0 10,373.8 10,157.2 216.6 -
Derivative financial liabilities 400.4 400.4 - 400.4 - 441.0 441.0 - 441.0 -
Total financial liabilities 14,560.6 13,203.1 10,433.2 2,769.9 - 14,683.1 13,036.1 10,157.2 2,878.9 -

(1) includes the investment in non-current financial assets at fair value through profit or loss

(2) the carrying amount and fair value exclude accrued interest

Level 1: the fair value of financial instruments traded in active markets (such as debt and equity securities) is based on quoted market prices at the end of the reporting period.

Level 2: the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant input required to fair value of financial instrument are observable, the instrument is included in level 2.

Level 3: if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The Group's policy is to recognized transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

There were no transfers between level 1, level 2 and level 3 during the reporting period.

When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of input such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments and is discussed further below.

Valuation techniques used to determine fair values

The following methods and assumptions were used to estimate the fair values:

  • The fair values of the quoted bonds are based on price quotations at the reporting date. The fair value of unquoted bonds is measured using the discounted cash flow method with observable inputs.
  • There is an active market for the Group's listed equity investments and quoted debt instruments.
  • For the fair value measurement of investments in unlisted funds, the net asset value is used as a valuation input and an adjustment is applied for lack of marketability and restrictions on redemptions as necessary. This adjustment is based on management judgment after considering the period of restrictions and the nature of the underlying investments.

• The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Interest rate and foreign exchange swap and forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation technique includes forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves.

6. OPERATING SEGMENTS

6.1 Reportable segments

Products and services from which reportable segments derive their data

Information reported to the Group's Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of segment performance is based on Aroundtown's commercial portfolio and GCP's portfolio, and contains the segments' revenue, net operating income and property revaluation and capital gains. The Group's reportable segments under IFRS 8 are therefore as follows:

Commercial portfolio

The portfolio includes mainly office and hotel properties. The Group's assets are welldiversified and well-located across top tier cities in Europe with a focus on Germany and the Netherlands.

GCP portfolio

GCP is a specialist in residential real estate, investing in value-add opportunities in densely populated areas predominantly in Germany and London. GCP's portfolio, excluding assets held for sale and properties under development, as at March 31, 2024, consists of 63 thousand units, located in densely populated areas with a focus on Berlin, North Rhine-Westphalia (Germany's most populous federal state), the metropolitan regions of Dresden, Leipzig and Halle and other densely populated areas as well as London.

6.2 Segment revenues and net operating income

The following is an analysis of the Group's revenue and results by reportable segment: The accounting policies of the reportable segments are the same as the Group's

Three months ended March 31, 2024
in € millions
Commercial
portfolio
GCP
portfolio
Total
reportable
segments
Adjust
ments
Total
Segment revenue 237.3 149.1 386.4 (0.4) 386.0
Net operating income 167.0 84.3 251.3 (0.4) 250.9
Property revaluations and capital gains 1.8 0.6 2.4 - 2.4
Share of profit from equity-accounted investees 4.6
Administrative and other expenses (16.0)
Depreciation and amortization (3.1)
Finance expenses (60.6)
Other financial results (21.1)
Profit before tax 157.1
Current tax expenses (32.5)
Deferred tax expenses (22.3)
Profit for the period 102.3
Three months ended March 31, 2023
in € millions
Commercial
portfolio
GCP
portfolio
Total
segments
Adjust-
ments
Total
Segment revenue 253.3 150.1 403.4 (0.8) 402.6
Net operating income 152.8 82.2 235.0 (0.8) 234.2
Property revaluations and capital gains (80.3) (53.1) (133.4) - (133.4)
Share of profit from equity-accounted investees 5.2
Administrative and other expenses (15.6)
Depreciation and amortization (4.0)
Finance expenses (49.1)
Other financial results (42.0)
Loss before tax (4.7)
Current tax expenses (30.5)
Deferred tax income 13.6
Loss for the period (21.6)

accounting policies described in the Group's consolidated financial statements as at and for the year ended December 31, 2023. Segment revenue, net operating income, revaluation and capital gains represent the results earned by each segment without allocation of the depreciation and amortization, administration expenses, share of profits from equity-accounted investees, finance expenses, and tax expenses. These are the measures reported to the Group's CODM for the purpose of resource allocation and assessment of segment performance. The geographical disaggregation is not considered by the Group's CODM on how the operating results are monitored.

7. REVENUE

Three months ended March 31,
2024 2023
in € millions
Net rental income 293.1 297.2
Operating and other income 92.9 105.4
386.0 402.6

Geographical distribution of revenue

Three months ended March 31,
2024 2023
in € millions
Germany 285.1 298.1
The Netherlands 42.0 45.0
United Kingdom 37.7 39.1
Belgium 6.7 6.4
Others 14.5 14.0
386.0 402.6

The Group is not exposed to significant revenue derived from an individual customer.

8. INVESTMENT PROPERTY

8.1 Reconciliation of investment property

2024 2023
(*) Level 3 (*) Level 3
Unaudited Audited
in € millions
Balance as at January 1 24,632.4 27,981.0
Plus: investment property classified as held for sale 408.3 909.1
Total investment property 25,040.7 28,890.1
Additions 83.4 211.5
Modernizations, pre-letting modifications and capital expenditures 81.7 334.6
Disposals (see note 8.2) (107.8) (1,273.1)
Effect of foreign currency exchange differences 43.5 52.4
Fair value adjustments - (3,174.8)
Total investment property 25,141.5 25,040.7
Less: investment property classified as held for sale (353.6) (408.3)
Balance as at March 31 / December 31 24,787.9 24,632.4

(*) classified in accordance with the fair vale hierarchy. Since one or more of the significant inputs is not based on observable market data, the fair value measurement is included in level 3

8.2 Disposals

During the reporting period, the Group disposed of investment property in the book value of €107.8 million. The sales were done above book value and resulted in a gain of €2.4 million presented as part of the property revaluations and capital gains / (losses) in the interim consolidated statement of profit or loss.

9. EQUITY

Perpetual notes

Decision not to exercise option to call

In December 2023, following a resolution made by the Board of Directors of the Company, the Company announced the decision not to exercise the option to voluntarily redeem €394.5 million outstanding nominal value of its 2.125% perpetual notes with first call date on January 17, 2024 (the "Notes").

As stipulated in the terms and conditions of the Notes, the next coupon rate started from January 2024 was set to be 5-year Mid-Swap rate plus margin of 2.0% p.a. (4.542% p.a.), with the next coupon rate reset date in January 2029. The Company has the option to redeem the Notes at every future coupon payment date, and the Notes have been and will continue being accounted for as equity in the consolidated statement of financial position.

10. COMMITMENTS

As at March 31, 2024, the Group had commitments for future capital expenditures on real estate properties and other financial obligations of approximately €0.4 billion. Furthermore, as at March 31, 2024 the Group had signed several deals to dispose of real estate in a volume of approximately €0.2 billion which were not yet completed and were subject to certain conditions precedent. The Company estimates the completion of these transactions to take place within the next twelve months.

11. CONTINGENT ASSETS AND LIBILITIES

The Group had no significant contingent assets and liabilities as at March 31, 2024.

12. SIGNIFICANT SUBSEQUENT EVENTS

1. Exchange and tender offers for the Group's various perpetual notes

In April 2024, following resolutions taken by the Board of Directors of both the Company and GCP, each, the Company and GCP, executed voluntary exchange and tender offers (the "Offers") to the holders of a total of eight outstanding perpetual notes (including those of the Company's subsidiaries) that were not called in 2023 and 2024, and for those with first call dates approaching in the next 12 months.

Under the Offers, holders of the relevant existing perpetual notes had the opportunity to exchange existing eligible holdings to one of either:

(i) new perpetual notes at a relevant exchange ratio and a cash amount for participating in the exchange, or

(ii) new perpetual notes at a relevant exchange ratio, a cash amount for participating in the exchange, and 15-20% redemption of their exchanged notes for cash.

The Offers resulted in a high average acceptance rate of circa 80% of the tendered nominal values (circa €2.8 billion aggregate nominal value of existing perpetual notes). As a result, the Group issued approximately €2.5 billion of new perpetual notes across 5 different series and simultaneously repurchased at a discount circa €230 million nominal value of perpetual notes via the Offers.

Set out are the results of the Offers:

Perpetual notes
series (ISIN)
Currency Amount
outstanding
prior to
transactions
(In millions)
Principal
amount
accepted in
the Offers
(In millions)
Principal
amount
accepted in
the Offers
(In € millions)
Thereof
principal
amount
repurchased
(In millions)
Resulting
nominal
value post
the Offers
(In millions)
XS1508392625 EUR 368.9 262.0 262 14 106.9
XS2055106210 EUR 600.0 390.7 391 25 209.3
XS1752984440 EUR 394.5 282.1 282 20 112.4
XS2027946610 EUR 500.0 399.3 399 43 100.7
XS1491364953 (1) EUR 200.0 151.6 152 13 48.4
XS1811181566 (1) EUR 350.0 297.5 298 21 52.5
XS1634523754 USD 641.5 553.9 526 60 87.6
XS2017788592 GBP 400.0 379.6 444 35 20.4
Total principal amount accepted in the Offers (in € millions): 2,754

New series of perpetual notes issued:

First call date Currency Nominal value
(In millions)
Nominal value
(In € millions)
Coupon rate until
first call date
(In %)
04/2029 EUR 618.4 618.4 5.000
01/2030 EUR 606.9 606.9 7.125
01/2030 (1) EUR 409.5 409.5 6.125
08/2029 USD 493.7 460.6 5.836 (2)
05/2029 GBP 344.8 403.3 6.950 (2)
Total principal amount newly issued (in € millions):
2,498.7

(1) within GCP group (2) effective euro coupon rate

    1. In April 2024, the Group redeemed €148.8 million nominal value of GCP straight bond series W upon its maturity.
    1. In May 2024, the Company resolved that it would not exercise the option to voluntarily redeem its outstanding GBP 20.4 million nominal value of perpetual notes (after the exchange and tender offer took place earlier in May 2024 described above) on their first call date on June 25, 2024, subject to resetting the coupon rate from the first call date to 4.377% over the 5-year GBP Mid-Swap. The next optional redemption dates will then be at or around every future coupon payment date, and the notes shall continue to be accounted for as 100% equity in the consolidated statement of financial position.
    1. The Group drew down €114 million of secured bank loans that were signed during the reporting period, and signed but not yet drew down over €120 million of additional new secured bank loans.
    1. On May 24, 2024, the Company announced the publication of the convening notice and related materials for the annual general meeting of shareholders of Aroundtown SA to be held on June 26, 2024.

13. AUTHORIZATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

These interim consolidated financial statements were authorized for issuance on May 29, 2024, by the Company's Board of Directors.

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