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Cofinimmo Annual Report 2020

Apr 9, 2021

3933_10-k_2021-04-09_19675dcb-cb6e-4fc9-9d59-5f15def6eb8d.pdf

Annual Report

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2020 UNIVERSAL REGISTRATION DOCUMENT including the annual financial report and the ESG report

2020 UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report

Table of contents

Risk Factors 2
Preliminary remarks 7
Message to the shareholders 10
Management report 20
Key figures as at 31.12.2020 20
Transactions and achievements in 2020 22
Mission 24
Strategy 25
Healthcare real estate 30
Property of distribution networks 46
Public-private partnerships 50
Offices 52
Composition of the consolidated portfolio 60
Management of financial resources 69
Summary of the consolidated accounts
Appropriation of statutory profits
75
82
Events after 31.12.2020 84
2021 outlook 88
Statutory auditor's report on the forecasts 92
ESG report 94
Message to the stakeholders 95
Major trends and their impacts on the ESG strategy 96
Value chain 100
Dialogue with stakeholders 102
Environment 106
Social 112
Governance 124
Property report 138
Consolidated real estate portfolio 138
Market commentary 148
Independent real estate valuer's report 152
Cofinimmo on the stock market 156
Data according to the EPRA principle 162
Corporate governance statement 174
Decision-making bodies 180
Rules and procedures 188
Information required under article 34 of the royal decree of 14.11.2007 191
Remuneration policy 193
Remuneration report 197
Other parties involved 208
Annual accounts 211
Consolidated accounts
Notes to the consolidated accounts
212
218
Statutory auditor's report on the consolidated financial statements 282
Financial statutory statements 286
Statutory auditor's report on the financial statutory statements 294
Appendices to the ESG report 298
EPRA performance indicators 299
Dashboard 319
Link between topics of Cofinimmo and SDGs 325
GRI content index 326
Auditor's report 330
Cross-reference table 332
Cross-reference table for the universal registration document 332
Cross-reference table for the annual financial report 340
Standing document 342
Glossary 355

Cofinimmo historic

1983

Foundation (capital: 6 million EUR)

1994

Listing on the Brussels stock exchange, now called Euronext

1996

Adoption of Belgian SICAFI status

2005

  • First healthcare real estate investment in Belgium
  • Awarding of the first Public-Private Partnership: the Courthouse of Antwerp

2007

Partnership with AB InBev Group for a portfolio of 1,068 pubs and restaurants located in Belgium and the Netherlands (Pubstone)

2008

  • Start of activities in France in the healthcare real estate segment
  • Adoption of SIIC status (French REIT regime)

2011

  • Partnership with MAAF for a portfolio of 283 insurance agencies in France (Cofinimur I)
  • First emission of convertible bonds

2012

  • Start of activities in the Netherlands in the healthcare real estate segment
  • Adoption of FBI status (Dutch REIT regime)

2014

  • Start of activities in Germany in the healthcare real estate segment
  • Adoption of RREC status in Belgium

2015

  • Capital increase with preference rights in the amount of 285 million EUR
  • Continued investments in healthcare real estate in the Netherlands and Germany

2016

  • Continued investments in healthcare real estate in the Netherlands and Germany
  • Opening of the first Flex Corners® and Lounges®
  • Issue of 'green and social bonds'

2018

  • Capital increase with irrevocable allocation rights in the amount of 155 million EUR
  • Acceleration of investments made in healthcare real estate (300 million EUR)
  • Start of the rebalancing of the office portfolio

2019

  • New acceleration of investments made in healthcare real estate (almost 500 million EUR)
  • Start of activities in Spain in the healthcare real estate segment

  • Launch of project 30³, aimed at reducing by 2030 the portfolio's energy intensity by 30% compared to the 2017 level

  • Start of activities in Finland in the healthcare real estate segment
  • Capital increases in the amount of nearly 143 million EUR
  • Issue of a 500 million EUR benchmark sustainable bond
  • 733 million EUR invested, of which 579 million EUR in healthcare real estate in Europe
  • 59% of the consolidated portfolio invested in healthcare real estate

About Cofinimmo

Cofinimmo active in 7 countries

– At the end of 2020 and the beginning of 2021, Cofinimmo announced the start of its activities in Finland with a first construction project of a medical centre, followed by Ireland with the acquisition of 6 nursing and care homes and 1 rehabilitation clinic.

These two countries offer Cofinimmo interesting perspectives to expand its portfolio and deploy its real estate expertise.

Taking advantage of its many years of experience in developing and improving real estate assets, Cofinimmo has the ambition to contribute to catering the high demand of the Finnish and Irish populations in terms of high-quality healthcare facilities specialising in the care of elderly people

4.9 billion

FAIR VALUE OF THE PORTFOLIO ON 31.12.2020

Cofinimmo has been acquiring, developing and managing rental properties for over 35 years.

The company has a portfolio spread across Belgium, France, the Netherlands, Germany, Spain, Finland, and Ireland with a value of approximately 4.9 billion EUR. With attention to social developments, Cofinimmo has the mission of making high-quality care, living and working environments available to its partners-tenants, from which users benefit directly.

'Caring, Living and Working - Together in Real Estate' is the expression of this mission. Thanks to its expertise, Cofinimmo has built up a healthcare real estate portfolio of approximately 2.9 billion EUR in Europe.

As an independent company applying the highest standards of corporate governance and sustainability, Cofinimmo offers its tenants services and manages its portfolio through a team of approximately 140 employees in Brussels, Paris, Breda, and Frankfurt.

Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT system in Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised by the Financial Services and Markets Authority (FSMA), the Belgian regulator.

On 10.03.2021, Cofinimmo's total market capitalisation stood at approximately 3.6 billion EUR. The company applies an investment policy aimed at offering a socially responsible, long-term, low-risk investment that generates a regular, predictable, and growing flow of dividends.

Risk Factors

–Following the entry into force, on 21.07.2019, of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14.06.2017, known as the 'Prospectus' Regulation, and in particular the provisions of the said Regulation concerning the presentation of risk factors, this chapter only lists the specific and most important risk factors faced by the Cofinimmo group, according to the probability of their materialisation and the estimated extent of their negative impact on the group. They are grouped in categories (numbered F.1 through F.5) and sub-categories (numbered F.1.1.1 through F.5.2) and, within each category, by order of importance. The numbering of the risk factors makes it easier to refer from one factor to another and to highlight their possible interdependency. In order to guide the reader in interpreting the quantified impact of the various risk factors, it is recalled that in 2020 the group made a net profit - group share of 119.2 million EUR, that the net assets accounted for 2,574.8 million EUR at 31.12.2020, that the debt-to-assets ratio amounted to 46.1% and that the contractual rents reached 285.7 million EUR at the same date

Structure of risk factors

F.1 RISKS ASSOCIATED WITH COFINIMMO'S ACTIVITIES AND WITH ITS SECTORS OF ACTIVITY

F.1.1 Economic context

  • F.1.1.1 Coronavirus COVID-19
  • F.1.1.2 Leasing market in the segments in which the group operates
  • F.1.1.3 Investment market in the segments in which the group operates
  • F.1.1.4 Interest rate volatility

F.1.2 Property portfolio

  • F.1.2.1 Negative change in the fair value of property
  • F.1.2.2 Investments subject to conditions

F.1.3 Customers

  • F.1.3.1 Concentration risk
  • F.1.3.2 Vacancy rate

F.2 RISKS RELATING TO COFINIMMO'S FINANCIAL SITUATION

  • F.2.1 Liquidity risk
  • F.2.2 Contractual obligations and legal parameters
  • F.2.3 Change in the group's public financial rating
  • F.2.4 Risks arising in the event of a change of control

F.3 LEGAL AND REGULATORY RISKS

  • F.3.1 RREC, FIIS and SIIC regimes
  • F.3.2 Changes in social security schemes
  • F.3.3 FBI regime

F.4 RISKS RELATING TO INTERNAL CONTROL

F.5 ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

  • F.5.1 Sustainability of buildings
  • F.5.2 ESG and sustainability transparency

F.1. RISKS ASSOCIATED WITH COFINIMMO'S ACTIVITIES AND WITH ITS SECTORS OF ACTIVITY

F.1.1.1 Coronavirus COVID-19

Following the outbreak of the COVID-19 coronavirus pandemic in the countries where the group is active, Cofinimmo has implemented several measures to ensure the continuity of its activities, while making the health and well-being of all its stakeholders its priority.

The operational teams remain in close contact with the group's tenants to ensure the continuity of services and help them get through this difficult period. Cofinimmo reviews the situation of its counterparties on a case-by-case basis in order to find a balanced solution where appropriate. In this context, Cofinimmo booked 2.0 million EUR writedowns on trade receivables in 2020.

In addition to the information included in this document, it is stated that:

  • •in the office segment, the surface areas leased directly to merchants (retailers, restaurants, ...) stand for less than 0.2% of the group's contractual rents;
  • •in the healthcare real estate segment, the sport & wellness centres account for less than 3% of the group's contractual rents. These centres, located in Belgium and Germany, have been closed to the public since March 2020 and have only partially reopened since the end of May/beginning of June 2020. The operators' loss of income was significant during this period, the situation went gradually back to normal and only for a short period of time, in accordance with the evolution of the measures taken to address the healthcare crisis. The current wave of contamination resurgence calls for caution: the Belgian centres are mainly closed again since 26.10.2020, while the German centres have been almost completely closed since 02.11.2020. During the 2020 financial year, the fair value of sport and wellness centres has been reduced by almost 5 million EUR (i.e. more than 4%). A further 5% decrease in the fair value would represent a (non-cash) expense of 5 million EUR which will have an adverse effect of around 0.04% on the debt-to-assets ratio, and of around 0.19 EUR per share on net assets.
  • •In the property of distribution networks segment, the Pubstone portfolios of pubs and restaurants in Belgium and the Netherlands account for 10% of the group's contractual rents. During the 2020 financial year, the fair value of this portfolio remained stable (the effect of increased registration fees in the Netherlands, which are taken into account on 31.12.2020, excluded), thanks in particular to the high residual lease length. Although Cofinimmo's counterparty is the AB InBev group, the world's leading brewer with a BBB+ rating, it is not excluded that a decrease in the fair value will be recognised in the 2021 financial year, based on the evolution of market parameters due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as an extension of the mandatory shut-down of the hospitality sector). A 5% decrease in the fair value would represent a (non-cash) expense of 22 million EUR which will have an adverse effect of around 0.19% on the debt-to-assets ratio, and of around 0.80 EUR per share on net assets.
  • •In the property of distribution networks segment, the Cofinimur I portfolio of MAAF agencies in France accounts for almost 3% of the group's contractual rents. The fair value of this portfolio has been reduced by almost 12 million EUR (i.e. approximately 10%). Although Cofinimmo's counterparty is the Covea group, a French insurer with an AA- rating, it is not excluded that a decrease in the fair value will be recognised in the 2021 financial year, based on the evolution of market parameters due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as an extension of the measures aimed at restricting the flow of people in shopping streets). A 5% decrease in the fair value would represent a (non-cash) expense of 6 million EUR which will have an adverse effect of around 0.05% on the debtto-assets ratio, and of around 0.21 EUR per share on net assets.

F.1.1.2 Leasing market in the segments in which the group operates

The leasing market in the two main segments in which the group operates (healthcare real estate in Europe, office property in Belgium and primarily in Brussels) could experience a fall in demand, over-supply, or the weakening of the financial position of its tenants.

Potential effects:

    1. Decrease in net income because of an increase in the vacancy rate and associated costs. At 31.12.2020, a 1% increase in the vacancy rate would have had an impact of around -2.7 million EUR (i.e. -2.2%) on the net result - group share. For offices, the impact would have been -0.8 million EUR (i.e. -0.7%).
    1. Weakening of tenants solvency and an increase in doubtful accounts reducing the collection of rent. At 31.12.2020, trade receivables amount to 26 million EUR (see note 28 of the consolidated accounts). During the 2020 financial year, impairment on trade receivables accounted for a net burden of 2.0 million EUR, which is significantly higher than the previous financial years, due to the COVID-19 pandemic. An impairment increase of 1 million EUR would have represented a decrease in the net result – group share of 0.5%.
    1. Decrease in the fair value of investment properties (see F.1.2.1. below).

F.1.1.3 Investment market in the segments in which the group operates

The investment market in the two main segments in which the group operates (healthcare real estate in Europe, office property in Belgium and primarily in Brussels) could see a fall in demand from real estate investors. This would have the effect of reducing the market price observed by independent real estate valuers for properties comparable to those held by the group, which would be reflected in the fair value of the investment properties held by the group.

Potential effects:

  1. Decrease in the fair value of investment properties (see F.1.1.2 below).

F.1.1.4 Interest rate volatility

Short-term and/or long-term benchmark interest rates may be subject to significant fluctuations in international financial markets. As at 31.12.2020, half of the 2.3 billion EUR financial debt was concluded at a fixed rate and half at a floating rate. The floating-rate debt is subject to hedging. Considering these hedges and the fixed-rate debt, the interest rate risk is 94% hedged. The residual interest rate risk relates to 6% of the financial debt.

Potential effects:

    1. Increase in financial expenses in the event of an increase in interest rates, on the portion of the debt that was contracted at a floating rate and is not hedged, and therefore a decrease in net assets per share. In 2021, assuming that the debt structure and level remain identical to those at 31.12.2020, and disregarding the hedging instruments put in place, an increase in interest rates of 50 basis points would result in an 18 basis points increase in the financing cost, a decrease in the net result - group share of 4.5 million EUR and a decrease in net assets per share of 0.17 EUR. Taking into account the hedging instruments put in place, an increase in interest rates of 50 basis points would result in a 5 basis points increase in the financing costs, a decrease in the net result - group share of 1.2 million EUR (i.e. 0.6%) and a decrease in net assets per share of 0.04 EUR.
    1. Decrease in the fair value of financial instruments in the event of a fall in interest rates, and hence a decrease in the net result - group share and in net assets per share. In 2021, a negative change in the fair value of financial instruments of 1 million EUR would represent a decrease in the net result - group share of 1 million EUR (or 0.5%) and a decrease in net assets per share of 0.04 EUR.

F.1.2 Property portfolio

F.1.2.1 Negative change in the fair value of property

The market value of the group's investment property, as reflected by the fair value recognised in the balance sheet, is subject to changes and depends on various factors, some of which are outside the group's scope of action (such as a decrease in demand and in the occupancy rate in the real estate segments in which the group operates, a change in interest rates in the financial markets, or an increase in transfer duty in the geographical areas in which the group operates). Other factors also play a role in the valuation of investment properties, such as their technical condition, their commercial positioning, the investment budgets necessary for their proper functioning and their proper marketing. A significant negative change in the fair value of investment properties from

one period to another would represent a significant loss in the group's income statement, with an adverse effect on its net assets and debt-to-assets ratio.

Potential effects:

    1. At 31.12.2020, a 1% change in value would have had an impact of around: 48.7 million EUR on the net result (compared to 42.5 million EUR at 31.12.2019), 1.80 EUR on the net asset value per share (compared to 1.65 EUR at 31.12.2019) and 0.43% on the debt-to-assets ratio (compared to 0.39% at 31.12.2019).
    1. If the cumulative changes in the fair value of the properties (representing a cumulative unrealised gain of 109 million EUR as at 31.12.2020) were to be reduced to a cumulative unrealised loss in value of 643 million EUR (which would mean a writedown of 752 million EUR), the group would then be partially or totally unable to pay dividends. The amount of 643 million EUR results from the application of article 7:212 of the Belgian Code of Companies and Associations (see page 291 of this document) and is understood to be after the effect of the distribution in 2021 of the proposed dividends for the financial year 2020.

F.1.2.2 Investments subject to conditions

Some investments announced by the Cofinimmo group are subject to conditions, particularly in the case of (re)construction, renovation, extension and acquisition projects that have not yet been formally completed. The committed investment programme represents 447 million EUR in healthcare real estate (detailed on page 35).

Potential effects:

  1. Insofar as the return generated by these investments is already reflected in the stock market price of Cofinimmo shares, this price is exposed to a risk in the event of a significant delay or non-completion of these investments.

F.1.3 Customers

F.1.3.1 Concentration risk

Concentration risk is assessed at the level of buildings, locations and (groups of) tenants or operators. As at 31.12.2020, the Cofinimmo group had a diversified customer base (more than 430 tenants or operators), including about 50 in healthcare real estate. In 2020, the group's five main (groups of) tenants or operators generated 49.7% of gross rental revenues. The two main (groups of) tenants or operators accounted respectively for 14.2% (Korian Group) and 10.4% (AB InBev) of these revenues. Furthermore, the public sector generated 9.2% of gross rental revenues.

Potential effects:

    1. Significant reduction in rental income and hence in the net result - group share and net assets per share, in the event of the departure of major tenants or operators.
    1. Collateral effect on the fair value of investment properties (see F.1.2.1 above).
    1. Non-compliance with the diversification obligations provided for by the RREC legislation, which provides that "no transaction carried out by a public RREC can have the effect that more than 20% of its consolidated assets are placed in real estate assets (…) that form a single set of assets, or increase this proportion further, if it is already higher than 20%, irrespective of the cause of the initial exceedance of this percentage". The set of assets is defined as "one or more buildings or assets (...) the

investment risk of which is considered to be a single risk for the public RREC" (article 30 of the RREC law). The fair value of investment properties operated by entities of the Korian and AB InBev groups represents respectively 12.5% and 8.3% of the consolidated assets.

F.1.3.2 Vacancy rate

Vacancy may arise in the event of non-renewal of expiring rental contracts, early termination, or unforeseen events such as tenant/ operator bankruptcies (see chapter 'Composition of consolidated portfolio'). Given the high occupancy rate observed as at 31.12.2020 in the group's sectors of activity (healthcare real estate: 99.9%; offices: 92.8%; property of distribution networks: 98.5%; group: 97.4%), the risk of future rental vacancies is naturally greater than the opportunity to increase the occupancy rate in each of these segments.

Potential effects:

  1. As at 31.12.2020, a 1% increase in the vacancy rate at group level would have had an impact of about 2.7 million EUR on the net result – group share, excluding amounts normally borne by tenants/operators and marketing costs borne by the group.

F.2 RISKS RELATED TO COFINIMMO'S FINANCIAL SITUATION

F.2.1 Liquidity risk

Cofinimmo's investment strategy is largely based on its ability to raise funds, whether borrowed capital or shareholder's equity. This ability depends particularly on circumstances that Cofinimmo does not control (such as the state of international capital markets, banks' ability to grant credit, market participants' perception of the group's solvency, the perception of market participants on real estate in general and on the real estate segments in which the group is active in particular). The group could therefore encounter difficulties in obtaining the financing necessary for its growth or for the exercise of its activity. The chapter 'Management of financial resources' of this document details the group's financing strategy and the manner in which it is implemented, and presents in particular the structure of the financial debt and a timetable of financial commitments.

Potential effects:

    1. Inability to finance acquisitions or development projects.
    1. Financing at a higher cost than expected, with an impact on the net result - group share, and hence on net assets per share.
    1. Inability to meet the group's financial commitments (operating activity, interest or dividends, repayment of maturing debts, etc.).

F.2.2 Contractual obligations and legal parameters

Cofinimmo group is contractually or statutorily obliged to comply with certain obligations and certain parameters or ratios, particularly within the framework of the credit agreements it has contracted. Non-compliance with these commitments, or with these parameters or ratios, entails risks for the group. The main legal obligations and the main parameters or ratios are specified in the regulations on regulated real estate companies (Belgian Law of 12.05.2014 and royal decree of 12.07.2014). The most relevant elements for risk factors are the debt-to-assets ratio (limited to 65% by regulations and 60% by credit agreements) and the assessment of concentration (see F.1.3.1 above).

Potential effects:

    1. Penalties imposed by the regulator in the event of non-compliance with legal obligations or the resulting parameters or ratios.
    1. Loss of confidence from the group's credit providers, or even the arising of early repayment obligations for some or all loans. Almost all of the debt instruments (representing 2.3 billion EUR as at 31.12.2020 are indeed subject to acceleration or cross-default clauses.

F.2.3 Change in the group's public financial rating

Cofinimmo group has a public financial rating determined by an independent rating agency. This rating may be adjusted at any time. Standard & Poor's gave Cofinimmo a BBB rating between May 2012 and May 2013. The rating was then reduced to BBB- between May 2013 and May 2015. Since 2015, Cofinimmo benefits from a BBB rating for the long term (stable perspective) and A-2 for the short term (confirmed in April 2020).

Potential effects:

    1. A rating downgrade would have a direct effect on the group's financing cost, and therefore on the net result - group share and hence on net assets per share.
    1. A rating downgrade could also have an indirect effect on the appetite of credit providers to deal with Cofinimmo or an indirect effect on its financing cost or on its ability to finance its growth and activities.

F.2.4 Risks arising in the event of a change of control

Most of the loan agreements (syndicated loan, bilateral loans, bonds, etc.) concluded by Cofinimmo group include a so-called 'change of control' clause. This ensures that in the event of a change of control of Cofinimmo SA/NV (or more precisely in the event of the acquisition of control of Cofinimmo SA/NV, of which only one shareholder currently exceeds the 5% transparency notification threshold), lenders have the option to cancel the loans granted and require early repayment.

Potential effects:

  1. Early repayment of loans, to be financed by significant asset disposals, shareholder's equity contributions in cash, or new financing.

F.3 LEGAL AND REGULATORY RISKS

F.3.1 RREC, FIIS and SIIC regimes

Cofinimmo and/or some of its subsidiaries have a particular status in Belgium and in France. This concerns the status of regulated real estate company ('RREC', qualified as public in the case of Cofinimmo SA/NV, and institutional in the case of certain subsidiaries), of specialised real estate investment funds ('FIIS'), and of listed real estate investment company (SIIC) which is reflected in particular in tax transparency for their activities in Belgium and in France. These statuses are granted subject to the fulfilment of a series of conditions determined by the Belgian Law of 12.05.2014 ('RREC Law') and the royal decree of 12.07.2014 ('RREC royal decree'), together comprising the 'RREC legislation', the royal decree of 09.11.2016 on specialised real estate investment funds and the French legislation. There is therefore a risk of non-compliance of the group's activities with regulatory requirements. In addition, the RREC legislation may be subject to change by the legislator (see chapter 'Standing Document' on page 342).

In addition, when a Belgian company under common law is absorbed by a SIR, or obtains the status of SIRI or FIIS, it is liable for an exit tax on its unrealised capital gains and tax-exempt reserves, at a rate lower than the common law tax rate. The exit tax is calculated in accordance with the provisions of Belgian circular Ci.RH.423/567.729 of 23.12.2004, the interpretation or practical application of which may be modified at any time. The real value of a property, as referred to in this circular, is calculated after deduction of registration fees or VAT. This real value differs from (and may therefore be lower than) the fair value of the property as mentioned in the IFRS balance sheet of Cofinimmo.

Potential effects:

    1. In the event of non-compliance, the sanctions may go as far as the loss of the status in question, entailing the loss of the benefit of tax transparency, causing a significant reduction in the net result - group share, and therefore in net assets per share, as well as an obligation to repay a large number of loans early.
    1. Decrease in net income group share, and therefore in net assets per share, in the event of an unfavourable change in the legislations.
    1. Increase in the revenue base on which the exit tax is calculated, decrease in net result – group share, and hence in net assets per share.

F.3.2 Changes to social security schemes

In healthcare real estate (accounting for 57% of contractual rents and 59% of investments properties), the income of tenants/operators is often derived, at least partially, directly or indirectly, from subsidies provided by the local social security scheme. These schemes, which depend on national, regional or local authorities, are subject to reform from time to time.

Potential effects:

    1. Reduction in the healthcare real estate tenants'/operators' solvency in the geographical area concerned by a reform that would be unfavourable to them, with an adverse impact on their ability to honour their commitments to Cofinimmo (see F.1.1.2 above).
    1. Decrease in the fair value of part of the investment properties and hence in net assets per share (see F.1.2.1 above).

F.3.3 FBI regime

In the Netherlands, Cofinimmo benefits, through its subsidiary Superstone, from the 'fiscale beleggingsinstelling' ('FBI') status, which is reflected in particular by tax transparency for its activities in the Netherlands. This status is granted subject to meeting a series of conditions determined by Dutch legislation. Early 2020, the Dutch tax authorities informed Cofinimmo SA/NV that as a shareholder of Superstone, which benefits from FBI status, the company would have to undergo a shareholder test (the conditions for being considered an FBI depend in particular on the activities and the shareholder structure).

The precise content of the shareholder test is not yet clear, as it will depend in particular on the outcome of and the consequences to be drawn from numerous cases pending appeal between the Dutch tax administration and foreign investment funds regarding the restitution of the dividend tax, in the context of which a ruling by the European Court of Justice and subsequently the Dutch 'Hoge Raad' were rendered.

In addition, the Dutch State is currently examining whether a targeted adjustment of the FBI regime is possible and achievable in the long term by means of an evaluation with, possibly, a change in policy and/or legislation from 2021.

Potential effects:

    1. In the event of non-compliance, loss of the FBI status, entailing the loss of the benefit of tax transparency, causing a reduction in the net result - group share, and therefore in net assets per share. In the event of loss of FBI status and transition to a standard tax regime, the impact on the net result - group share for the 2021 financial year could be estimated at 2 million EUR (i.e. 1.1%).
    1. Decrease in net income group share, and therefore in net assets per share, in the event of an unfavourable change in the FBI legislation.

F.4 RISKS RELATING TO INTERNAL CONTROL

An inadequate internal control system may prevent the parties concerned (internal auditor, compliance officer, risk officer, executive committee, audit committee, board of directors) from performing their duties, which could jeopardise the effectiveness of internal control (see chapter 'Corporate governance statement', section 'Internal control and risk management').

Potential effects:

    1. The company would not be managed in an orderly and conservative manner, endangering the optimal allocation of resources.
    1. Shortcomings in terms of risk management, cybersecurity included, could lead to poor protection of the company's assets.
    1. Lack of integrity and reliability of financial and management data.
    1. Shortcomings in terms of compliance with legislation (in particular regarding Article 17 of the RREC Law), as well as internal management procedures and directives.

F.5 ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

F.5.1 Sustainability of buildings

The attractiveness of the Cofinimmo group's assets portfolio depends in particular on their sustainability (location, energy intensity, proximity to transport modes, etc.) and their resilience to climate change (see section 'ESG Strategy' on page 29 of this document). Shortcomings in this area are likely to discourage potential tenants/operators or potential buyers.

Potential effects:

    1. Vacancy rate (see further F.1.3.2 above).
    1. Negative change in the fair value of properties (see further F.1.2.1 above).

F.5.2 ESG transparency

ESG is an increasingly important theme, both in terms of the general public opinion and for private or institutional investors. This covers many aspects, for example in terms of the impact of the company's activities on the environment, the community and governance ('ESG' aspects, acronym for 'Environment, Social, Governance'), which are assessed according to reference frameworks that are not yet fully defined or standardised, or that are not yet recognised by all stakeholders. There may therefore be a risk of perceived lack of transparency in some of these aspects.

Potential effects:

  1. Deterioration of the group's reputation with the various stakeholders.

Belliard 40 office building – Brussels CBD (BE)

  1. Less easy access to the capital market (debt and equity).

Preliminary remarks

– This universal registration document including the annual financial report and the ESG report contains regulated information as defined by the royal decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market

This universal registration document was filed on 09.04.2021 with the Financial Services and Markets Authority (FSMA), as competent authority under Regulation (EU) 2017/11291 , without prior approval in accordance with Article 9 of that Regulation. In accordance with the same article, this universal registration document also serves as annual financial report. The universal registration document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it, as well as its amendments, if any, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129 are approved by the FSMA.

Languages

This universal registration document including the annual financial report and the ESG report has been filed in French with the FSMA. The Dutch and English versions are translations made under Cofinimmo's responsibility. Only the French version constitutes legal evidence.

Availability of the universal registration document including the annual financial report and the ESG report

A free copy of this universal registration document including the annual financial report and the ESG report can be obtained upon request by contacting:

Cofinimmo SA/NV 58 Boulevard de la Woluwedal, 1200 Brussels, Belgium Tel.: 02 373 00 00 Fax: 02 373 00 10 Email: [email protected]

This document is also available on the website www.cofinimmo.com.

Statements

ROYAL DECREE OF 14.11.2007

Responsible persons

The persons responsible for the information contained in the registration document are the following persons: Mr Jacques van Rijckevorsel, independent director, chairman of the board of directors, Mr Jean-Pierre Hanin, managing director, Mr Jean Kotarakos, executive director, Mrs Françoise Roels, executive director, Mrs Inès Archer-Toper, independent director, Mr Olivier Chapelle, independent director, Mr Xavier de Walque, independent director, Mr Maurice Gauchot, independent director, Mr Benoit Graulich, independent director, Mrs Diana Monissen, independent director, Mrs Cécile Scalais, independent director, Mrs Kathleen Van den Eynde, independent director.

Mr Jacques van Rijckevorsel, chairman of the board of directors, and Mr Jean-Pierre Hanin, CEO, declare for and on behalf of the board of directors that, to the best of their knowledge:

  • the financial statements, prepared in compliance with the applicable accounting standards, give a true picture of the portfolio, the financial situation and the results of Cofinimmo SA/NV and the subsidiaries included in the consolidation;
  • the management report contains a truthful account of the development of the business, the results and the situation of Cofinimmo SA/NV and the companies included in the consolidation, as well as a description of the main risks and uncertainties they are facing.

  • Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14.06.2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

ANNEX I TO THE DELEGATED REGULATION (EU) 2019/980 OF 14.03.2019 SUPPLEMENTING REGULATION (EU) 2017/1129 OF 14.06.2017

Responsible persons, information from third parties, expert reports and approval by the competent authority

Mr Jacques van Rijckevorsel, chairman of the board of directors, and Mr Jean-Pierre Hanin, CEO, certify for and on behalf of the board of directors, that the information contained in this universal registration document including the annual financial report and the report is, to the best of their knowledge, in accordance with the facts and contains no omission likely to alter its scope.

Cofinimmo SA/NV declares that the information published in this universal registration document including the annual financial report and the ESG report and originating from third parties, such as the report of the independent real estate valuers and the statutory auditor's reports, has been included with the consent of the person having endorsed its content, form and context. This information has been faithfully reproduced and, to the best of Cofinimmo SA/NV's knowledge and as far as Cofinimmo SA/NV is able to ascertain from the data published by the same third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

This universal registration document including the annual financial report and the ESG report is a document filed with the Financial Services and Markets Authority (FSMA), as the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with article 9 of the said Regulation. The universal registration document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if, it as well as its amendments, if any, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129 are approved by the FSMA.

Administration, management and general management bodies

Cofinimmo SA/NV declares that, regarding the directors and/or members of the executive committee:

  • no family ties exist between them;
  • no information relating to (i) any convictions for fraud within the last five years, (ii) any bankruptcies, receiverships, liquidations or placing of companies under judicial administration, and (iii)

Nursing and care home Serrenhof – Saint-Trond/Sint-Truiden (BE)

any official public accusations and/or sanctions by statutory or regulatory authorities (including designated professional bodies), must be disclosed;

  • none of them has already been deprived by a court of the right to hold office as a member of the administrative, management or supervisory bodies of an issuer or to participate in the management or conduct of the issuer's business for at least the previous five years;
  • no conflict of interest exists between their duties towards Cofinimmo SA/NV and their private interests.

Forecasts

Cofinimmo SA/NV certifies that the profit forecast or estimate was determined and prepared on a basis comparable to the historical financial information and in accordance with the issuer's accounting policies.

Operation of administrative and management bodies

Cofinimmo SA/NV declares that no service contract has been concluded with the directors and the members of the executive committee providing for the granting of benefits at the end of such a contract, subject to the comment stated in section 'Contractual terms of the members of the executive committee' of the chapter 'Corporate governance statement'.

Main shareholders

Cofinimmo SA/NV declares that:

  • no director or member of the executive committee directly or indirectly holds a percentage of the share capital or voting rights of Cofinimmo SA/NV which must be notified under the legislation on the disclosure of major shareholdings;
  • the main shareholders of Cofinimmo SA/NV do not hold different voting rights.

Judicial and arbitration proceedings

Cofinimmo SA/NV declares that, over the past 12 months, no administrative, legal or arbitration proceedings have been initiated which could have or have had significant effects on the financial situation or profitability of Cofinimmo SA/NV.

Significant change in the financial situation

Cofinimmo SA/NV declares that there has been no significant change in the group's financial situation since the end of the last financial year.

Available documents

Cofinimmo SA/NV declares that during the period of validity of the universal registration document including the annual financial report and the ESG report, the latest version of the articles of association of Cofinimmo SA/NV as well as all reports, letters and other documents, valuations and declarations established by an expert at the request of Cofinimmo SA/NV, part of which are included or referred to in the universal registration document including the annual financial report and the ESG report, may be consulted on the website www.cofinimmo.com.

Information incorporated by reference

The annual financial reports of the past five years (notably those of financial years 2018 and 2019 which are included as reference material in this universal registration document) which include the annual statutory accounts, the consolidated annual accounts and the statutory auditor's reports, as well as the half-yearly financial reports, can be consulted on the website (www.cofinimmo.com). For the period covered by the historical information from 2018, 2019 and 2020, the statutory auditor is SC s.f.d. SCRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren, represented by Rik Neckebroeck.

Information Document Section
Historical financial Annual financial report 2020 Fully (including the key figures on page 20, the summary of the consolidated
information for the last accounts on p. 75 to 79 and the annual accounts on p. 211 to 297)
three financial years Annual financial report 2019 Fully (including the key figures on page 20, the summary of the consolidated
accounts on p. 70 to 74 and the annual accounts on p. 145 to 233)
Annual financial report 2018 Fully (including the key figures on page 22, the summary of the consolidated
accounts on p. 74 to 81 and the annual accounts on p. 153 to 253)
Statutory auditor's Annual financial report 2020 Statutory auditor's report on:
statement • The projections on p. 92 and 93;
• The consolidated accounts on p. 282 to 285; and
• The financial statutory statements on p. 294 to 297
Annual financial report 2019 Statutory auditor's report on:
• The projections on p. 84 and 85;
• The consolidated accounts on p. 214 to 219; and
• The financial statutory statements on p. 228 to 233
Annual financial report 2018 Statutory auditor's report on:
• The projections on p. 88 and 89;
• The consolidated accounts on p. 234 to 239; and
• The financial statutory statements on p. 248 to 253
Information on the main Annual financial report 2020 • Healthcare real estate: p. 30 to 45
investments • Property of distribution networks: p. 46 to 49
• Public-Private Partnerships: p. 50 to 51
• Offices: p. 52 to 59
Annual financial report 2019 • Healthcare real estate: p. 30 to 43
• Property of distribution networks: p. 44 to 47
• Public-Private Partnerships: p. 48 to 49
• Offices: p. 50 to 57
Annual financial report 2018 • Healthcare real estate: p. 32 to 45
• Property of distribution networks: p. 46 to 49
• Public-Private Partnerships: p. 50 to 51
• Offices: p. 52 to 61
Breakdown of total Annual financial report 2020 • Annual accounts in Note 5 (segment information) p. 228 to 229
revenue by type of Annual financial report 2019 • Annual accounts in Note 5 (segment information) p. 162 to 163
activity and by market
for the last three financial
years
Annual financial report 2018 • Annual accounts in Note 5 (sector information) p. 172 to 173
Description of the Annual financial report 2020 • Section 'Management of financial resources' p. 69 to 74; and
financial position and • Notes to the consolidated accounts p. 218 to 281
of the results of the
operations
Annual financial report 2019 • Section 'Management of financial resources' p. 66 to 69; and
• Notes to the consolidated accounts p. 152 to 213
Annual financial report 2018 • Section 'Management of financial resources' p. 70 to 73; and
• Notes to the consolidated accounts p. 160 to 233
Information on the Annual financial report 2020 • Section 'Corporate governance statement' p. 178;
personnel • Annual accounts in Note 43 p. 279
Annual financial report 2019 • Section 'Corporate governance statement' p. 122;
• Annual accounts in Note 43 p. 212
Annual financial report 2018 • Section 'Corporate governance statement' p. 128;
• Annual accounts in Note 43 p. 231
Important agreements Annual financial report 2020 • Section 'Corporate governance statement' p. 192
concerning a change of Annual financial report 2019 • Section 'Corporate governance statement' p. 136
control in the event of a
takeover bid
Annual financial report 2018 • Section 'Corporate governance statement' p. 143

Message to the shareholders

— For more than 35 years, Cofinimmo has been developing, managing and investing in rental real estate. Attentive to societal changes, Cofinimmo's permanent objective is to offer high-quality care, living and working spaces ('Caring, Living and Working - Together in Real Estate'). Capitalising on its expertise, Cofinimmo consolidates its leadership in European healthcare real estate

JACQUES VAN RIJCKEVORSEL, CHAIRMAN OF THE BOARD OF DIRECTORS JEAN-PIERRE HANIN, CHIEF EXECUTIVE OFFICER

DEAR SHAREHOLDERS,

The pandemic the world has been experiencing for a year now has highlighted the importance of the healthcare sector for each and every one of us. Through its investments, Cofinimmo is actively participating in the operation, maintenance, extension and renewal of the property portfolio dedicated to healthcare in seven countries.

In 2020, Cofinimmo made several investments in various healthcare real estate sub-segments in Belgium, France, Germany, the Netherlands, Spain and Finland. In addition, three construction, extension or renovation projects were delivered in the Netherlands and Germany. Thanks to these operations, healthcare real estate assets (2.9 billion EUR, up 21% compared to 31.12.2019) account for 59% of the group's portfolio, which reaches 4.9 billion EUR (up 15%). At the same time, the group concluded agreements for new development projects relating to innovative pre-let sites, particularly in Germany for an amount of approximately 250 million EUR. Finally, Cofinimmo partnered with Aldea Group in Belgium and the French Red Cross via equity investments for an aggregated amount of 66 million EUR. This resulted in a further acceleration (after those recorded in 2018 and 2019) of the group's growth in healthcare real estate, while it invested 579 million EUR in one year in that segment. This volume represents almost six times the average amount invested in the financial years prior to 2018. Investments in 2021 are already significant, notably thanks to the group's entry into Ireland.

In the office segment, Cofinimmo is also executing its strategy which consists in rebalancing its office portfolio between the various sub-segments to the benefit of high-quality buildings located in the Central Business District of Brussels (CBD). The occupancy of the Quartz office building, the addition to the group's scope of the totally renovated Trône/Troon 100 and of a landmark building on the 'Tour & Taxis' site have significantly reinforced Cofinimmo's position in the CBD, which now represents more than half of the office portfolio. On 03.02.2021, the group also announced the launch of a subsidiary to which it contributes its office portfolio, giving the option to open the capital of the subsidiary specialising in offices (of which the control would be maintained) to future investors, who would therefore benefit from Cofinimmo's expertise.

With 733 million EUR invested during the financial year, Cofinimmo significantly exceeded the budget of 375 million EUR of investments planned for 2020 and its assets now represent more than 5 billion EUR. Ongoing development projects represent an envelope of almost 450 million EUR to be achieved by 2023.

As part of the ESG policy adopted by the group for more than 10 years now, and which remains a priority, Cofinimmo made several donations to support a series of initiatives aiming at fighting against the coronavirus pandemic and its effects in the healthcare sector, and more particularly in nursing and care homes as well as hospitals. The group's extensive ESG efforts have recently been rewarded with a new 'EPRA Gold Award Sustainability Best Practices Recommendations' for the seventh consecutive year and the renewal of the ISO 14001 environmental certification. The delivery of several projects contributed to reducing the energy intensity of the portfolio, which is in line with the objective of a 30% reduction by 2030. In terms of financing, Cofinimmo has distinguished itself by issuing a first benchmark sustainable bond (500 million EUR with a 10-year maturity, six times oversubscribed), showing that sustainable investment and sustainable financing are a priority both for the group and for investors.

Several operations enabled a further improvement of the balance sheet structure and an increase of the average residual maturity of borrowed capitals. In addition to the issuance of the above-mentioned bond, Cofinimmo carried out capital increases totalling almost 143 million EUR (through contributions in kind and optional dividend) in the capital market. As at 10.03.2021, Cofinimmo had 716 million EUR of headroom of its credit lines after deduction of the backup of the commercial paper programme.

The group's momentum in terms of investments and financing (average cost of debt decreased at 1.3%), coupled with effective management of the existing portfolio (occupancy rate of 97.4%, gross rental revenues up 1.4% on a like-for-like basis, operating margin at 82.5%), enabled the company to realise a net result from core activities - group share of 181 million EUR as at 31.12.2020, in line with the outlook, as fine-tuned last November (compared to the 166 million EUR that were realised as at 31.12.2019), mainly due to scope variations arising from the acquisitions made and the decrease in operating costs related to the office buildings sold. This result includes the support (announced as early as April 2020) of initiatives aiming at fighting against the coronavirus pandemic and its effects in the healthcare sector, and more particularly in

nursing and care homes as well as hospitals. The net result from core activities per share - group share amounts to 6.85 EUR (in line with the outlook, compared to 6.81 EUR as at 31.12.2019), taking into account the issue of shares in 2019 and June 2020.

The net result - group share amounted to 119 million EUR (i.e. 4.50 EUR per share) as at 31.12.2020, compared to 205 million EUR (i.e. 8.37 EUR per share) as at 31.12.2019. This variation is mainly due to the increase in the net result from core activities - group share and to value adjustments (investment properties, hedging instruments, goodwill, i.e. non-cash changes) between 31.12.2019 and 31.12.2020.

With a debt-to-assets ratio of 46.1% as at 31.12.2020, Cofinimmo's consolidated balance sheet (whose BBB/A-2 rating was confirmed in April 2020) shows a strong solvency (information on risks and uncertainties related to the coronavirus COVID-19 are stated in the chapter 'Risk factors').

These results allow to confirm that the board of directors will propose, during the ordinary general meeting of 12.05.2021, the allocation of a gross dividend of 5.80 EUR per share for the 2020 financial year, payable in May 2021.

Given the effects of the capital increase of 08.03.2021 and barring the occurrence of any unexpected events, the budgeted net result from core activities - group share is 6.90 EUR per share for the 2021 financial year, and the gross dividend payable in 2022 is 6.00 EUR per share, based on a gross investment pipeline currently estimated at 333 million EUR for 2021.

"The pandemic that the world has been experiencing for a year now has highlighted the societal importance of the healthcare sector. Through its numerous development projects, Cofinimmo is actively participating in the extension and renewal of the property portfolio dedicated to healthcare in Europe. In terms of financing, Cofinimmo has distinguished itself by issuing a first benchmark sustainable bond, showing that sustainable investment and sustainable financing are a priority for the group. In this context, Cofinimmo's results proved to be solid and the investment activity very sustained, including in two new geographical areas (Finland and Ireland), despite the health situation."

Cofinimmo owes its excellent performance to the enthusiasm, competence and commitment of all its employees, who spare no effort in ensuring the group's development. The board of directors wishes to express its warmest congratulations to the Cofinimmo teams, and to encourage them in this time of health crisis that affects us all.

Caring, Living and Working —TOGETHER IN REAL ESTATE

Caring

Be a leading European healthcare REIT with a top quality portfolio, also participating in innovative real estate concepts addressing healthcare challenges

Living

Opportunistic approach with long-term income

Working

Creating value through capital recycling and rebalancing portfolio towards Brussels Central District (CBD)

CARING 59% OF THE CONSOLIDATED PORTFOLIO

LIVING 11% OF THE CONSOLIDATED PORTFOLIO

WORKING 30% OF THE CONSOLIDATED PORTFOLIO

140 PEOPLE

Entry into Ireland from 2021

COFINIMMO MANAGES ITS ASSETS THROUGH A TEAM OF ABOUT 140 PEOPLE IN BRUSSELS, PARIS, BREDA, AND FRANKFURT.

BREDA BRUSSELS PARIS FRANKFURT

BE A LEADING EUROPEAN HEALTHCARE REIT WITH A TOP QUALITY PORTFOLIO, ALSO PARTICIPATING IN INNOVATIVE REAL ESTATE CONCEPTS ADDRESSING HEALTHCARE CHALLENGES

59% OF THE CONSOLIDATED PORTFOLIO

2.9 billion EUR

FAIR VALUE OF THE PORTFOLIO

1,250,000 m² SURFACE AREA

>20,500 NUMBER OF BEDS

99.9% OCCUPANCY RATE

5.5% GROSS RENTAL YIELD

16 years WEIGHTED AVERAGE RESIDUAL LEASE LENGTH

220 NUMBER OF ASSETS

159 kWh/m² ENERGY INTENSITY OF THE SEGMENT

2005 FIRST INVESTMENT IN HEALTHCARE REAL ESTATE

11% OF THE CONSOLIDATED PORTFOLIO

0.5 billion EUR FAIR VALUE OF THE PORTFOLIO

375,000 m² SURFACE AREA

98.5% OCCUPANCY RATE

6.3% GROSS RENTAL YIELD

13 years WEIGHTED AVERAGE RESIDUAL LEASE LENGTH

1,176 NUMBER OF ASSETS, OF WHICH:

910 PUBS AND RESTAURANTS AND

266 INSURANCE AGENCIES

7

ASSETS IN OPERATION IN THE PPP PORTFOLIO

151kWh/m²

ENERGY INTENSITY OF THE SEGMENT

2005

AWARDING OF THE FIRST PUBLIC-PRIVATE PARTNERSHIP (PPP): THE COURTHOUSE OF ANTWERP

2007 PARTNERSHIP WITH AB INBEV GROUP FOR A PORTFOLIO OF PUBS AND RESTAURANTS

2011

PARTNERSHIP WITH MAAF FOR A PORTFOLIO OF INSURANCE AGENCIES

working

30% OF THE CONSOLIDATED PORTFOLIO

1.4 billion EUR FAIR VALUE OF THE PORTFOLIO

550,000 m² SURFACE AREA

92.8% OCCUPANCY RATE

6.6% GROSS RENTAL YIELD

77 NUMBER OF ASSETS

6 NUMBER OF ASSETS WITH BREEAM CERTIFICATION

184 kWh/m² ENERGY INTENSITY OF THE SEGMENT

2016 OPENING OF THE FIRST FLEX CORNERS® AND LOUNGES

Management report KEY FIGURES AS AT 31.12.2020

OPERATIONAL FINANCIAL

20

4.9 billion EUR FAIR VALUE OF THE PORTFOLIO

+15% IN 2020

256 million EUR PROPERTY RESULT

+9.1% IN 2020

>2,150,000 m² TOTAL SURFACE AREA

1,473 ASSETS 5.9% GROSS RENTAL YIELD AT 100% OCCUPANCY

97.4% OCCUPANCY RATE

12 years WEIGHTED AVERAGE RESIDUAL LEASE LENGTH

3.3 billion EUR MAKET CAPITALISATION

127.04 EUR AVERAGE SHARE PRICE IN 2020

-2.8% GROSS RETURN1 OF THE SHARE IN 2020

  1. Increase in the share price + dividend yield.

6.85 EUR/share EPRA RESULT

102.22 EUR/share EPRA NET ASSET VALUE

46.1% DEBT-TO-ASSETS RATIO

1.3% AVERAGE COST OF DEBT

BBB/long term & A-2/short term STANDARD & POOR'S RATING2

  1. On 19.11.2020, Standard & Poor's published an update of their debt-to-assets ratio outlook as the acquisitions made in 2020 proved to be higher than expected.

ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)

CONSOLIDATED KEY FIGURES

(x 1,000,000 EUR) 31.12.2020 31.12.2019 31.12.2018
Portfolio of investment properties (in fair value) 4,869 4,247 3,728
(x 1,000 EUR) 31.12.2020 31.12.2019 31.12.2018
Property result 255,956 234,615 211,729
Operating result before result on the portfolio 211,112 193,829 173,923
Net result from core activities - group share 181,457 166,498 145,004
Result on financial instruments - group share -21,906 -24,184 -3,353
Result on the portfolio - group share -40,330 62,301 3,962
Net result - group share 119,222 204,615 145,613
Operating margin 82.5% 82.6% 82.1%
31.12.2020 31.12.2019 31.12.2018
Operating costs/average value of the portfolio
under management1
0.98% 0.97% 1.01%
Weighted residual lease length2
(in years)
12 12 11
Occupancy rate3 97.4% 97.0% 95.8%
Gross rental yield at 100% occupancy4 5.9% 6.2% 6.5%
Net rental yield at 100% occupancy5 5.6% 5.8% 5.9%
Debt-to-assets ratio6 46.1% 41.0% 43.0%
Average cost of debt7 1.3% 1.4% 1.9%
Average debt maturity (in years) 5 4 4
    1. Average value of the portfolio to which are added the receivables transferred for the buildings whose maintenance costs payable by the owner are still met by the Group through total cover insurance premiums.
    1. Until the first break option for the lessee.
    1. Calculated based on real rents (excluding assets held for sale) and, for vacant space, the rental value estimated by the independent valuer.
    1. Passing rents increased by the estimated value of vacant space, divided by the investment value of the portfolio including notarial & registration charges and excluding development projects.
    1. Passing rents increased by the estimated value of vacant space, less direct costs, divided by the investment value of the portfolio including notarial & registration charges and excluding development projects and assets held for sale.
    1. Legal ratio calculated in accordance with the legislation on RRECs such as financial and other debt divided by total assets.
    1. Including bank margins.

TRANSACTIONS AND ACHIEVEMENTS IN 2020

Q1

January

  • Spain: Acquisition of a plot of land for the construction of a new nursing and care home in Catalonia (15 million EUR).
  • Financing: Conclusion of a new bilateral credit line of 50 million EUR for 5 years. Maturity of a bilateral credit line of 50 million EUR concluded in 2015.

February

  • Financing: Repayment of 140 million EUR of bonds issued in 2012. New bilateral credit line of 20 million EUR for 4 years provided by a Spanish bank. Issuance of commercial paper for a total amount of 24 million EUR for 8 years. Repayment of commercial papers for 6 million EUR issued in 2015.
  • The Netherlands: Delivery of the extension of an orthopaedic clinic in Rijswijk.

March

  • Belgium: Acquisition of 100% of the shares of the company owning the building Trône/Troon 100 containing offices and a medical centre for approximately 40 million EUR.
  • Financing: New bilateral credit line of 50 million EUR for 5 years.

Trône/Troon 100 office building – Brussels CBD (BE)

Nursing and care home Rivierenbuurt (undergoing renovation) – La Haye/Den Haag (NL)

Q2

April

  • Belgium: Signing of a private agreement relating to the sale of the office building Chaussée de Louvain / Leuvensesteenweg 325 (Brussels periphery) for approximately 4 million EUR. The conditions were lifted in October 2020.
  • Germany: Delivery of the construction works of a psychiatric clinic in Kaarst.
  • Financing: Early refinancing of a credit line of 55 million EUR maturing in October 2020 to postpone its maturity to 2028 and 2029 (2 x 27.5 million EUR). Increase of the maximum amount of the commercial paper programme from 800 million EUR to 950 million EUR, reserved solely for long-term issues. Early refinancing of a credit line of 40 million EUR maturing in August 2020.

May

  • The Netherlands: Acquisition of a nursing and care home in The Hague for approximately 14 million EUR.
  • Financing: Extension of the syndicated loan of 400 million EUR for one additional year to postpone its maturity to 01.07.2025. Increase of the syndicated loan amount by 28 million EUR to bring it to 428 million EUR. Signing of a second green & social loan.

June

  • Belgium: Acquisition of 6 healthcare sites through contributions in kind for approximately 105 million EUR. Issue of 825,408 new shares. Provisional acceptance of the office building Quartz. Assignment of property rights for the office buildings Serenitas and Moulin à Papier/Papiermolen.
  • France: Repurchase of Orpea's stake in the joint venture Cofinea I SAS for almost 8 million EUR.
  • The Netherlands: Delivery of a medical office building in Bergeijk.
  • Germany: Signature of an agreement to acquire, under certain conditions, a nursing and care home in Bickenbach for approximately 16 million EUR. All conditions were lifted in August 2020.
  • Financing: New bilateral credit line of 38 million EUR for 7 years replacing a credit line of 25 million EUR maturing in 2025. Issue of commercial papers totalling 5 million EUR for 8 years.

Nursing and care home – Bickenbach (DE)

Q3

July

  • Belgium: Occupancy of the Quartz building (Brussels CBD)
  • The Netherlands: Acquisition of a healthcare complex in Bergen op Zoom for 46 million EUR.
  • Spain: Acquisition of a plot of land for the construction of a new nursing and care home in Catalonia (14 million EUR). Acquisition of a plot of land for the construction of a new nursing and care home in Valencia (8 million EUR). Acquisition of a new nursing and care home in Andalusia for 7 million EUR.

August

  • Belgium: Signature of a private agreement relating to the divestment of the Colonel Bourg/Kolonel Bourg 122 office building (Brussels Decentralised) for more than 4 million EUR.
  • Spain: Acquisition of a nursing and care home in Andalusia for 8 million EUR.

September

• Spain: Acquisition of a nursing and care home to be redesigned in Andalusia for approximately 10 million EUR.

Q4

October

  • Belgium: Signature of an agreement relating to the future acquisition of the companies owning the property rights or the rights in rem regarding 4 nursing and care homes in Brussels and Flanders for 95 million EUR. The conditions have been met in November 2020. Signature of an agreement relating to the future acquisition of the company owning the rights in rem in the office building 'Bruxelles Environnement/Leefmilieu Brussel' in the Brussels CBD for approximately 100 million EUR. The conditions have been met in November 2020.
  • Financing: Early refinancing of the last credit line of 2021 (30 million EUR) maturing in March 2021 in order to extend its maturity to 2029.

November

  • Belgium: Acquisition of 100% of the shares of the company owning a nursing and care home in Liège/Luik for 29 million EUR.
  • Germany: Acquisition of 3 healthcare sites in the Lands of Baden-Württemberg and Lower Saxony for 60 million EUR. Agreement to acquire, under certain conditions, the companies which will develop 8 ecofriendly healthcare campuses in the Land of North Rhine-Westphalia for 250 million EUR.
  • Finland: Acquisition of a medical centre under construction in Vaasa.
  • Financing: Extension of a loan of 50 million EUR for an additional year to bring its maturity to 2026. Extension of a loan of 25 million EUR for an additional year to bring its maturity to 2031. Issue of a 500 million EUR benchmark sustainable bond.

December

  • Belgium: 26.6% stake in the capital of Aldea Group.
  • France: 39% stake in the capital of SCI Foncière CRF, created by the French Red Cross for 46 million EUR.
  • Spain: Acquisition of a nursing and care home in Valencia for ap proximately 9 million EUR.
  • Financing: New bilateral credit line of 80 million EUR for 7 years and 5 months.

Medical centre – Vaasa (FI)

MISSION

24

— With attention to social developments, Cofinimmo has the mission of making high-quality care, living and working environments available to its partners-tenants, from which users benefit directly

'Caring, Living and Working - Together in Real Estate' is the expression of this mission.

More specifically, Cofinimmo's mission is to:

  • Promote exchanges creating well-being and inspiration in high-quality care, living and working spaces, by providing services that anticipate the needs and aspirations of their occupants;
  • Animate an inspiring work and living environment, serving an exciting business project;
  • Enable its shareholders to make long-term, low-risk and socially responsible investments that generate a recurring, predictable and growing stream of income, fueling dividends and encouraging a return to the community.

Beyond the stakeholders identified above, the community itself greatly benefits from Cofinimmo's services on a multitude of levels, whether in healthcare, the working world or simply in places where people exchange and share. Furthermore, Cofinimmo participates in the enhancement and renovation of public and parapublic property thanks to large-scale projects undertaken in the framework of public-private partnerships.

Sonia Palma – Senior governance & legal officer – Cofinimmo &

STRATEGY

— Cofinimmo aims to accelerate its investments in healthcare real estate to consolidate its leadership in Europe

The share of healthcare real estate in the overall portfolio, which already amounts to more than 59%, is expected to grow significantly.

Real estate strategy

HEALTHCARE REAL ESTATE

Cofinimmo's strategy consists in consolidating its leadership in the European healthcare real estate segment.

The growth of the group goes hand-in-hand with the restructuring, already initiated, in the healthcare real estate segment itself. Once restricted to nursing and care homes, it now offers other types of assets accessible to an investor possessing expertise and substantial experience in healthcare real estate such as Cofinimmo. As an example, Cofinimmo entered the healthcare real estate segment in 2005 through the acquisition of nursing and care homes and then expanded its scope with the acquisition of several medical office buildings, specialised clinics, rehabilitation clinics, psychiatric clinics, etc.

On the other hand, the restructuring also takes place on a geographical level through the expansion of the group's activities beyond the countries currently covered, namely Belgium, France, the Netherlands, Germany, Spain and Finland (and, since 2021, Ireland).

Given the above, it is clear that the share of healthcare real estate in Cofinimmo's overall portfolio, which already reaches more than 59%, is bound to grow significantly.

As part of its healthcare real estate strategy, Cofinimmo participates in several innovative projects aiming at making residents' stay more attractive but also at encouraging interaction with people living in the surrounding area as well as visits from relatives. As an example, Cofinimmo signed an agreement to acquire, under certain conditions, the companies that will develop 8 eco-friendly healthcare campuses in the Land of North Rhine-Westphalia (Germany). These projects are based on a concept that offers a diversified range of services (assisted living, intensive care, day-care, nursing and care homes, etc.). A first project, in the city of Erfstadt, will have about 160 assisted-living units, 24 outpatient care units for sheltered living groups and 21 day-care units. It will be equipped with numerous care and service facilities (café, restaurant, wellness, fitness, etc.).

PROPERTY OF DISTRIBUTION NETWORKS AND PPPs

Property of distribution networks, as well as public-private partnerships (PPPs), share with healthcare real estate the characteristic of generating high, predictable and indexed cash flows through generally long-term contracts.

OFFICES

Since its establishment in 1983, Cofinimmo has been a major player in the Brussels office market, which consists of different sub-segments.

It is in this market that the company has built its expertise in real estate over the past 35 years. Specifically, Cofinimmo's staff is wellversed in the A to Z management of major projects. Whether it is the design, construction, renovation, reconversion or development of sites, the goal always is the renting or sales of these assets. Besides the office segment, this know-how now also applies to healthcare real estate, property of distribution networks and PPPs, which benefit from the synergies thus created.

After having divested large single-tenant office spaces, Cofinimmo continues the rebalancing of its offices portfolio by reducing its presence in the decentralised area of Brussels to the benefit of high-quality buildings located in the Central Business District (CBD). The vacancy rate in this segment, which is lower than the average in the Brussels market, makes it possible to obtain higher net yields.

'COFINIMMO'S STRATEGY IN THE OFFICE SEGMENT CONSISTS IN REBALANCING THE OFFICE PORTFOLIO BY REDUCING THE PART OF THE PORTFOLIO INVESTED IN THE DECENTRALISED AREA AND THE PERIPHERY OF BRUSSELS TO THE BENEFIT OF HIGH-QUALITY BUILDINGS LOCATED IN THE CENTRAL BUSINESS DISTRICT.'

Belliard 40 office building – Brussels CBD (BE)

Benefits of the strategy for stakeholders

Cofinimmo's strategy results from the mission described above as well as from the expectations of the main stakeholders (shareholders, tenants, staff and community).

CAPITAL MARKETS: EQUITY (x 1,000,000 EUR) CAPITAL MARKETS: DEBT (x 1,000,000 EUR) 0 50 100 150 200 250 300 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 107 75 29 19 5 72 98 69 31 32 44 44 33 285 33 155 296 75 63 22 11 92 99 38 Contribution in kind Sale of treasury shares Stock dividends Rights Issues

866 million EUR

NEW CREDIT LINES CONCLUDED IN 2020

46.1% DEBT-TO-ASSETS RATIO AS AT 31.12.2020

1.3%

AVERAGE COST OF DEBT IN 2020

Financial strategy

In order to implement the real estate strategy set out above, Cofinimmo has developed a financing strategy based on the following principles.

DIVERSIFICATION OF FINANCING RESOURCES

The group diversifies not only the type of assets and the countries in which it invests, but also its sources of financing. Cofinimmo also pays particular attention to the coherence between its financial strategy and its ESG objectives. This is why Cofinimmo uses bank loans, Green and Social Loans, straight (non-convertible) bonds, convertible bonds, Green and Social Bonds and both short-term and long-term commercial paper programmes as sources of financing. In addition, the company works closely with about fitfeen financial institutions.

REGULAR ACCESS TO CAPITAL MARKETS

Capital increases, optional dividends in shares, sales of treasury shares, contributions in kind, the issuing of preference shares as well as the issuing of straight (non-convertible) or sustainable bonds, convertible bonds and green & social or sustainable bonds are all means Cofinimmo uses to raise capital. The two graphs on this page show the financing sources used by Cofinimmo over the past years.

DEBT-TO-ASSETS RATIO CLOSE TO 45%

Even though the legal status of RREC allows a debt-to-assets ratio (defined as financial and other debts divided by total consolidated balance sheet assets) of at most 65% and the banking agreements allow a ratio of 60%, the group's policy is to maintain a debt-to-assets ratio of approximately 45%.

This level has been determined at European level through market standards for listed real estate companies and takes into account the long weighted average residual length of leases.

OPTIMISATION OF THE DURATION AND COST OF FINANCING

Cofinimmo actively manages its financing resources by usually refinancing maturing debts in advance. In this respect, the group strives to optimise the cost of its debt while ensuring diversification of its financing resources and monitoring the average maturity of its debt.

With a part of the debt incurred at floating rate, Cofinimmo is exposed to a risk of interest rates increase, which could lead to a deterioration in its financial result. This is why, Cofinimmo partially hedges its floating rate debt through the use of hedging instruments (IRS and caps). The objective is to secure the interest rates for 50% to 100% of the estimated financial debt.

Sustainability strategy

Cofinimmo, being a major real estate player in Europe, has been committed for more than ten years to a global ESG strategy.

In response to the risks generated by climate change, Cofinimmo decided to raise its environmental ambitions. Last year's strategic thinking led to the ambitious project of reducing the portfolio's energy intensity by 30% (compared to the 2017 level) by 2030, to reach 130 kWh/m² (project 30³).

This objective has been established following the science based targets methodology, which has made it possible to objectivise the effort to be made in order to contribute to the global objective of limiting global warming to a maximum of 1.5°C. It follows on from the many ESG initiatives conducted by Cofinimmo, and is in line with the Paris Agreement concluded at COP21.

This business project, initiated at the beginning of the year 2020, involves not only the office and healthcare real estate segments, but also all the activities directly managed within the company such as sales and acquisitions, development, works management and day-to-day property management. Only a 360-degree approach, considering the entire life cycle of buildings, will enable the group to achieve the objective set.

Cofinimmo's approach of the risks and opportunities linked to climate change is explicitly in line with the recommendations of the Task force on climate-related financial disclosures (TCFD). Its engagement is demonstrated by the inclusion of the oversight of risks and opportunities at all levels of the governance structure described in the chapter 'Corporate government statement' (see page 177). The main risks are included in the chapter 'Risk factors', section 'Environmental, social and governance risks' (see page 6). A detailed description of the impact of the risks and opportunities linked to climate change on the strategy is available below and in the public response to the Carbon Disclosure Project (www.cdp.net).

The ESG report included in this document describes how the group manages the risks linked to climate change. It more particularly states the procedures aimed at reducing the greenhouse gas (GHG) emission due to the energy intensity of the portfolio and to the mobility of those who occupy these buildings. Cofinimmo has adopted the performance indicators advocated by EPRA in order to be able to monitor the evolution of the performance.

Fully in line with the ESG strategy, Cofinimmo intends to pursue a sustainable financing policy, as described in the chapter ' 'Profitability for the investors and access to capital' (see pages 126-135).

Potential impact Mitigating factors and measures
1. Physical impact on buildings due to extreme
weather conditions.
Issue of green & social bonds and loans to refinance the acquisition and development of
high-performance buildings. (1, 2, 3)
2. Changes to environmental regulations. Favour buildings with a good location in terms of mobility and sustainable modes of transport.
(1, 2, 3)
3. Negative impact on the value of a building. Incorporation of flood risks and environmental aspects into the due diligence process at each
acquisition. (1, 2, 3)
4. Increase in costs to be incurred to maintain
a building in operating condition.
Active policy to optimise the energy performance of buildings, getting ahead of legislation
whenever possible. (2, 3, 4, 5)
Active policy to optimise the water consumption of buildings, prioritising on the use of non
drinking water whenever possible. (2, 3, 4, 5)
5. Negative impact on the group's ability to
operate a building.
Construction and renovation of properties with an excellent energy performance by
incorporating an analysis of the life cycle of buildings. (2, 3, 4, 5)
Purchasing 100% renewable electricity for buildings under management. (6)
6. Potential impact on the group's reputation. Transparent communication on non-financial indicators in accordance with EPRA and GRI. (6)

Bourget 50 office building – Brussels Decentralised (BE)

HEALTHCARE REAL ESTATE

With a portfolio spread over seven countries and consisting of 220 assets covering the entire care spectrum, from primary care to acute and skilled nursing facilities, as well as sport and wellness centres, Cofinimmo is currently one of the major investors in healthcare real estate in Europe, a leadership position the company intends to further reinforce in the coming years

Healthcare real estate strategy

Cofinimmo's strategy consists in consolidating its leadership in the European healthcare real estate segment by diversifying its offer for tenants. This diversification is not only geographical as it also covers the type of property available for leasing.

The company's primary objective is to expand its healthcare real estate portfolio at a robust pace, in order to generate profitable growth, by investing in functional buildings of excellent quality. These generate an elevated, predictable and indexed cash flow within the framework of usually very long-term contracts.

This growth will go hand in hand with diversification within the healthcare real estate segment. Originally restricted to nursing and care homes, this diversification offers other types of property accessible to an investor possessing the expertise and extensive experience in healthcare real estate such as Cofinimmo. As an example, Cofinimmo entered the healthcare real estate segment in 2005 through the acquisition of nursing and care homes. The group then expanded its scope with the acquisition of medical office buildings, specialised clinics, rehabilitation clinics, psychiatric clinics, etc.

Furthermore, the diversification will also take place on a geographical level through the expansion of the group's activities beyond the countries currently covered, namely Belgium, France, the Netherlands, Germany, Spain, and Finland (in November 2020, Cofinimmo announced the acquisition of a first medical centre under construction in Finland). In January 2021, Cofinimmo was entering the Irish healthcare real estate with the acquisition of six nursing and care homes and one rehabilitation clinic. The seven countries in which the company has invested in healthcare assets are at different stages of development.

On the operator side, over the past years, the Belgian and French markets for instance have seen the growth of large operator groups with an international presence. In the Netherlands and Germany, operators are usually smaller and manage one or more facilities. However, concentration has accelerated in Germany over the past couple of years. In Spain, the market is consolidating rapidly with new international operators entering the market by acquiring and developing local groups or local players entering a phase of significant growth. In Finland, private service providers produce a quarter of all social and health services. Its growth creates a high demand for state-of-the-art innovative medical centres. In Ireland, the proportion of people aged 65 and more is expected to grow at a substantially faster pace than in other European countries and the current supply of nursing homes and care facilities does not meet the increasing demand. Therefore, the increase and upgrade of the existing facilities are essential to meet modern comfort and safety standards.

On the investment side, healthcare assets have been increasingly popular in Belgium and France, and, more recently, in Germany, resulting in a compression of initial real estate yields. There is less competition in the Netherlands, especially for smaller assets, and many operators depend on charitable foundations. Although Spain has seen a lower volume of investment compared to other European countries, investors are increasingly interested in this promising country where the first signs of yield compression can be observed.

In the other markets approached by Cofinimmo, such as Germany, the Netherlands, Spain and Finland, the group's strategy consists in acquiring assets and developing others for operators. In more mature markets such as Belgium and France, its strategy consists in developing or redeveloping existing assets on the one hand, and, taking advantage of investor appetite for this type of assets to conduct asset arbitrage, on the other hand. At the same time, the company is actively seeking to diversify its portfolio.

Finally, all investments in healthcare real estate are made within the framework of a sustainable and socially responsible approach.

Given the above, it is clear that the share of healthcare real estate in the overall portfolio of Cofinimmo, which already reaches 59%, is bound to grow significantly.

ESG

When acquiring an asset, Cofinimmo has a significant influence which is reflected in particular in the due diligence procedures. Cofinimmo systematically considers factors such as soil pollution, the presence of asbestos, the location, and the risk of flooding. In the countries in which it operates and for this segment, legislation on energy performance targets is increasingly restrictive. Therefore, Cofinimmo systematically considers the energy performance and the life cycle of a building and implements a long-term strategy by examining its projects, usually 30 years into the future, which is a sign of real partnership with operators.

The management of (re)development projects in healthcare real estate, the decisions and actions taken by Cofinimmo have a significant impact on the sustainability of assets. Firstly, because Cofinimmo, by developing tailor-made, innovative and comfortable buildings, endeavours to best meet the changing accommodation and care needs of vulnerable or dependent people.

Secondly, because Cofinimmo ensures the proper integration of buildings in the urban fabric, by paying specific attention to aesthetics and to the diversity of districts. Finally, because Cofinimmo favours the use of modern techniques and sustainable materials to reduce the carbon footprint of the buildings constructed.

On the other hand, Cofinimmo has moderate influence in projects developed by operators. In that case, Cofinimmo acts more as an adviser in the area of sustainable construction, seeking innovative solutions that make it possible to gradually improve the property portfolio at a pace and in line with budgets that are acceptable to operators.

Cofinimmo has relatively little influence in terms of sustainability in the day-to-day management of healthcare assets. Here, the majority of these are managed largely autonomously by operators-tenants, who decide in particular on the type of upkeep and maintenance works to be carried out. Nevertheless, Cofinimmo endeavours to include the data relating to the energy and water consumption of buildings in the energy accounting system in order to raise awareness among operators. As medical office buildings are under Cofinimmo's operational control, it enables more in-depth consumption analysis and monitoring.

In this way, Cofinimmo intends to fully shoulder its corporate and environmental responsibilities.

Nursing and care home Eden Park – Alost/Aalst (BE)

Market characteristics1

The healthcare real estate market is characterised by strong growth potential, a favourable legal environment and long-term leases with operators.

STRONG GROWTH POTENTIAL

Demographic trends and changes in lifestyles: an ageing population and a growing need for specialised care facilities

Population ageing is a growing evolution in most European countries. The proportion of people aged 80 and over in Europe should reach 10% of the total population by 2050. Although the number of independent seniors within this category is increasing, population ageing will nevertheless be accompanied by a considerable increase in the number of dependent elderly. This situation will lead to a greater need for specialised healthcare facilities and, consequently, for more beds. It is estimated that in Belgium 45,000 additional beds will be necessary by 2030-2035. In Germany and France, the same trend can be observed with estimated growth of 300,000 and 50,000 additional beds respectively by 2030-2035. In addition to these, there are also obsolete buildings to be rebuilt, totalling more than 100,000 and 110,000 beds respectively.

In Spain, the number of people aged 65 and over increases annually by almost 2%, compared to 1.5% in Belgium and France. As a result, it can be expected that in the coming years the demand for care and accommodation for dependent elderly people will increase faster in Spain than in Belgium or France. Analyses show that, in order to be able to meet the demand increase, the accommodation capacity for dependent elderly people should increase by at least 70,000 beds by 2030 and by 150,000 or even 200,000 beds by 2050.

In Finland, 22% of the population are 65 or older and approximately 10% are 75 or older. The proportion of people aged 65 or more should reach 26% by 2030. This demographic situation will increase the need for high-quality healthcare services.

Budgetary constraints:

a search for less costly solutions for society

At the same time, healthcare spending whether in Belgium, France, the Netherlands, Germany, Spain or Finland, is accounting for an increasing share of GDP. This share ranks between 10% and 12% depending on the country. In a context of budget restrictions, the organisation of care is subject to further rationalisation and private players are increasingly taking over from the public sector in this segment. New and more modern structures, more suitable for the needs of the patient and less expensive, are created to respond to this trend and generate a demand increase for healthcare real estate financing.

Professional healthcare operators

There are three types of operators in the healthcare segment: public operators, non-profit sector operators and private operators. The breakdown in market share between these various players varies from one country to the other. Belgium and Spain have the most balanced situation in the nursing and care homes segment with each type of operator representing one third of the market. Conversely, the non-profit sector has almost a monopoly in the Netherlands. Meanwhile, Germany and France have intermediary situations. In Spain, the 15 largest private operators together account for about 20% of the total number of beds. In Finland, private service providers produce a quarter of all social and health services.

In the private sector, whether in Belgium or France, and more recently in Germany, there is a move towards consolidation between operators to create groups on a European level. The most striking example is the merger in 2014 of French operators Korian and Medica, followed by acquisitions in other countries, which resulted in a group owning over 76,000 beds spread over 780 sites in four countries. Or also, the acquisition of Armonée by the French group Colisée in February 2019, which led to a total of 270 sites in France, Belgium, Germany, Spain, and Italy

Consolidation provides operators with a better distribution of risks, easier access to financing, more regular contact with the public authorities and certain economies of scale. These clusters are regularly financed by the sale of real estate thus creating an appetite for healthcare real estate.

A FAVOURABLE LEGAL ENVIRONMENT

Healthcare financing is highly regulated given that the public sector is involved. This is particularly the case for the nursing and care home market. In Belgium and France for example, opening or expanding a nursing and care home requires prior authorisation to operate a given number of beds. This authorisation is issued by the public authorities. As they finance up to 50% of housing and care costs, the number of authorisations granted per geographical area is limited in function of the needs of each area.

As the main operators of healthcare real estate sites are front-line players in the fight against the pandemic, the majority of them have benefited from government aid. Various compensation schemes have thus been set up for the residential care sector in order to compensate for loss of income linked to residents (generally as a percentage of the actual tariff, a lump sum or the social rate) and social security. In some countries, an additional aid has also been provided to the sector players to compensate for exceptional costs related to the health crisis. Each country has thus developed its own compensation scheme.

Strategy implementation

ASSET ACQUISITIONS

In due diligence reviews, in addition to the usual aspects of technical quality, legality and environmental compliance, each healthcare property studied by the group is also subject to a rating related to its use as a healthcare asset. This rating is based on various factors:

catchment area: integration of the asset into its environment and its role in the healthcare delivery chain;

intrinsic qualities: size of rooms and other areas, terrace or garden, light, functionality for residents/patients and medical staff, etc.;

energy performance: technical equipment, insulation, etc.;

  • operator-tenant: experience level, care quality reputation, financial solidity, growth ambitions, etc.;
  • location: vehicle access, public transport, level of local taxes, etc.;
  • environment: presence of shops, pleasant view, living standard of the local inhabitants, similar care offerings nearby, future demographics, etc.

(RE)DEVELOPMENT PROJECTS

34

Cofinimmo is able to support the growth of healthcare operators thanks to its real estate expertise and its integrated approach. The services offered to them range from simple financing to larger-scale projects which include design, construction and delivery of new buildings. Cofinimmo has an experienced team which includes financial, technical and legal expertise, and is abreast of the latest developments in healthcare real estate. 0

BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY BUILDING AGE (as at 31.12.2020 - at fair value)

In addition to enabling Cofinimmo to carry out otherwise inaccessible projects and to retain operator-tenants, this (re)development activity ensures a certain level of asset quality is maintained and, moreover, creates value.

35

COMMITTED INVESTMENT PROGRAMME IN HEALTHCARE REAL ESTATE

Projects Type
(of works)
Number
of beds
Surface
area
(in m²)
Estimated
completion
date
Total
investments
Total invest
ments as at
31.12.2020
Total
investments
in 2021
Total
investments
after 2021
(after works) (x 1,000,000 EUR)
I. Ongoing development projects
Healthcare
Belgium
Genappe1 Construction of a nursing and care home 112 6,000 Q1 2023 19 0 8 11
France
Villers-sur-Mer1 Construction of a nursing and care home 84 4,800 Q4 2022 14 0 6 8
The Netherlands
Rotterdam – Fundis Demolition/Reconstruction of a nursing
and care home and renovation of
a rehabilitation centre
135 11,000 Q1 2022 25 17 8 0
The Hague Complete renovation of a nursing and care home 87 5,400 Q3 2021 14 8 5 0
Spain
Vigo (Galicia) Construction of a nursing and care home 140 6,000 Q2 2021 8 8 0 0
Oleiros (Galicia) Construction of a nursing and care home 140 5,700 Q4 2021 11 8 3 0
Cartagena (Murcia) Construction of a nursing and care home 180 7,000 Q1 2022 13 8 5 0
Castellón (Valencia) Construction of a nursing and care home 100 4,000 Q3 2022 8 5 2 1
Lerida (Catalonia) Construction of a nursing and care home 150 6,000 Q2 2022 14 9 5 1
Tarragona
(Catalonia)
Construction of a nursing and care home 170 6,800 Q4 2022 15 7 6 1
El Puerto de Santa
María (Andalusia)
Redesign of a nursing and care home 180 9,800 Q2 2022 10 5 4 1
Finland
Vaasa Construction of a medical centre 4,200 Q4 2021 20 12 8 0
Vantaa1 Construction of a nursing and care home 68 2,600 Q4 2021 12 0 12 0
II. Total investment properties 182 88 73 23
Louvain/Leuven
(BE)1
Construction of an extension adjacent to
an existing nursing and care home with
assisted-living units
90 6,500 Q1 2022 15 0 0 15
North Rhine
Westphalia (DE)
Development of 8 eco-friendly healthcare
campuses
1,100 100,000 Q4 2022 250 3 13 234
III. Total investment properties, finance lease receivables and associates 447 90 86 272

At first glance, investments to be made after 2020 will be mainly financed externally (through recourse to debt) and marginally internally (through cash flow).

  1. Events after 31.12.2020 (see pages 84-87).

WEIGHTED AVERAGE RESIDUAL LEASE LENGTH BY COUNTRY UNTIL THE FIRST BREAK (as at 31.12.2020 - in number of years)

BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY OPERATOR-TENANT (as at 31.12.2020 - in contractual rents)

ASSET ARBITRAGE

Since a few years ago, Cofinimmo initiated a selective asset arbitrage policy for its most mature markets such as Belgium and France. The policy consists in selling non-strategic assets and reinvesting the funds in other assets which better match the current criteria of the group. This enables the company to take advantage of the growing appetite of certain investors for this type of asset, while optimising the composition of its portfolio.

The main criteria used to make a sale decision include the size of the asset, its age, its location, its operation, and the residual lease length.

DIVERSIFICATION

Cofinimmo is actively seeking to diversify its portfolio. This diversification is taking place at three levels:

  • •by country: the group currently holds healthcare assets in Belgium, France, the Netherlands, Germany, and Spain;
  • •by operator-tenant: Cofinimmo has about 50 healthcare operators in its client-tenant database;
  • by asset type: the group's healthcare real estate portfolio includes nursing and care homes, service flats, rehabilitation clinics, psychiatric clinics, medical office buildings, care centres for the elderly and the disabled, acute care clinics, and sport and wellness centres.

This way the group avoids becoming overly dependent on any given financing or social security system.

FOLLOW-UP OF THE FINANCIAL PERFORMANCE OF ACQUIRED SITES

Cofinimmo periodically receives a financial data report from its operators for each site the company owns. This enables Cofinimmo to assess the financial sustainability of each operation and, specifically, the rent hedging by the operational cash flow ('EBITDAR') generated by the site. A comparison of the prices paid by residents/patients for housing and by the authorities for care services enables to rank each operation compared to comparable sites and provides an evaluation of the risk associated with acquiring new units.

ACHIEVEMENTS IN GERMANY

106 million EUR INVESTMENTS IN 2020

between 5% and 6% GROSS RENTAL YIELD

Delivery of the construction works of a psychiatric clinic

1 Kaarst
Delivery of the works 10.04.2020
Surface area Approximately 8,000 m²
Number of beds Approximately 70
Operator-tenant Oberberg
Duration and type of lease 20 years – Dach und Fach (see Glossary)
Investment budget Approximately 22 million EUR

Acquisition of a healthcare site

2 Bickenbach
Construction year 2011
Surface area Approximately 6,700 m²
Number of beds 145
Operator-tenant Alloheim
Duration and type of lease 23 years – Dach und Fach (see Glossary)
Acquisition price Approximately 16 million EUR

Acquisition of 3 healthcare sites

3 Bad Schönborn 4 Aurich 5 Wiesmoor
Construction/
renovation year
1997/2020 1994/2020 1997/2020
Surface area Nearly
18,500 m²
Approximately
5,000 m²
Approximately
5,000 m²
Number of beds 240 Approximately 100 Approximately 100
Operator-tenant Orpea Deutschland
Duration and type of lease 15 years – Dach und Fach (see Glossary)
Acquisition price Approximately 60 million EUR

6 Acquisition of a portfolio of 8 healthcare campuses to be constructed

Surface area Approximately 100,000 m²
Number of units 1,100
Operator-tenant Schönes Leben Gruppe
Duration and type of lease 25 years – Dach und Fach (see Glossary)
Acquisition price Approximately 250 million EUR

ACHIEVEMENTS IN THE NETHERLANDS

66 million EUR INVESTMENTS IN 2020

between 5% and 6% GROSS RENTAL YIELD

Delivery of the extension of an orthopaedic clinic

1 Rijswijk
Delivery of the works 13.02.2020
Surface area Approximately 4,000 m²
Operator-tenant Bergman Clinics
Duration and type of lease 15 years – triple net
Investment budget Approximately 11 million EUR

Acquisition of a nursing and care home (in renovation)

2 The Hague
Construction year 1986
Surface area after works Approximately 5,400 m²
Number of beds 87
Operator-tenant Stichting Haagse Wijk- en Woonzorg (HWWzorg)
Duration and type of lease 15 years – double net
Acquisition price Approximately 14 million EUR

Delivery of a medical office building

3 Bergeijk
Construction year / Delivery of the works 2001 / 30.06.2020
Surface area Approximately 3,000 m²
Average occupancy rate as at 31.12.2020 85%
Tenants Several healthcare providers
Duration and type of lease 15 years – double net
Investment budget >7 million EUR

Acquisition of a healthcare facility

4 Bergen op Zoom
Construction year
2010
Surface area >16,000 m²
Number of beds 220
Operator-tenant Foundation 'tanteLouise'
Duration and type of lease 14 years – double net
Acquisition price 46 million EUR

ACHIEVEMENTS IN FRANCE

73 million EUR INVESTMENTS IN 2020

Repurchase of a 49% stake in the capital of Cofinea I held by Orpea Group

1 Paris (19th district)
Surface area Approximately 4,300 m²
Number of beds Approximately 90
Operator-tenant Orpea
Duration and type of lease Almost 4 years - double net
Investment budget 26 million EUR

A 39% stake in the capital of SCI Foncière CRF created by the French Red Cross and which owns 6 aftercare and rehabilitation clinics (cliniques de soins de suite et de réadaptation - 'SSR')

Surface area Approximately 91,000 m²
Number of beds 858
Operator-tenant French Red Cross
Duration and type of lease 12 years – double net
Invested amount 46 million EUR

ACHIEVEMENTS IN BELGIUM

255 million EUR INVESTMENTS IN 2020

4.5% GROSS RENTAL YIELD

Acquisition of a portfolio of 6 healthcare sites

Surface area >38,000 m²
Number of beds 562
Operator-tenant Orelia Zorg SA/NV
Duration and type of lease 27 years – triple net
Acquisition price Approximately 105 million EUR
Name of the
asset
Location Type of asset Year built/
renovated
Number
of units
Surface
area
1 Ten Berge Belsele (East Flanders) Nursing and care home 2000 60 >3,000 m²
2 Dilhome Dilbeek (Flemish Brabant) Nursing and care home 2010 94 >5,100 m²
3 Puthof Borgloon (Limburg) Nursing and care home 2018 167 >11,300 m2
4 Keiheuvel Balen (Antwerp) Nursing and care home 2019 94 >6,700 m²
5 Serrenhof Saint-Trond/Sint-Truiden (Limburg) Nursing and care home 2020 101 >8,000 m²
6 Eden Park Alost/Aalst (East Flanders) Assisted-living units 2008 46 >4,200 m2

Acquisition of 5 nursing and care homes

Surface area Approximately 38,000 m²
Number of beds 586 beds + 30 assisted-living units
Operator-tenant Orpea; Vulpia
Duration and type of lease 27 years – triple net
Acquisition price 124 million EUR

Name of the asset Location Year built/
renovated
Surface area
(approx.)
Number
of units
7 Paul Delvaux Brussels 2014 6,300 m² 89 beds
8 Gray Couronne Brussels 2013/2014 7,000 m² 114 beds
9 Prince Royal Brussels 2015 6,200 m² 112 beds
10 Vordenstein Schoten 2014 7,400 m² 121 beds
11 La Chartreuse Liège/Luik 2010/2014-2015 11,000 m² 150 beds +
30 assisted-living units

Amendments relating to sport and wellness centres

During the 4th quarter of 2020, Cofinimmo and Aspria Group concluded amendments concerning the sport and wellness centres in Belgium and Germany. These agreements are fully in line with the assumptions taken into account by Cofinimmo in the context of its outlook relating to the net result from core activities - group share published on 19.11.2020.

A 26.6% stake in the capital of Aldea Group SA/NV

Number of units >700 beds and 300 assisted-living units
Operator-tenant Curavi; Orpea; Vivalto
Invested amount 20 million EUR

ACHIEVEMENTS IN SPAIN

67 million EUR INVESTMENTS IN 2020

between 5% and 7% GROSS RENTAL YIELD

Acquisition of a nursing and care home

1 Castellón de la Plana (Valencia)
Construction year 2020
Surface area >6,000 m²
Number of beds 150
Operator-tenant Orpea
Duration and type of lease 17 years – double net
Acquisition price Approximately 9 million EUR

Acquisition of a nursing and care home

2 Utrera (Andalusia)
Construction year 2004
Surface area Approximately 7,000 m²
Number of beds Approximately 160
Operator-tenant Grupo Reifs
Duration and type of lease 30 years – triple net
Acquisition price 8 million EUR

Acquisition of a nursing and care home to be redesigned

3 El Puerto de Santa Maria (Andalusia)
Construction year 1982
Surface area Approximately 9,800 m²
Number of beds Approximately 180
Operator-tenant Avita
Duration and type of lease 20 years – triple net
Investment budget Approximately 10 million EUR

Acquisition of a nursing and care home

4 Alcalá de Guadaíra (Andalusia)
Construction year 2005
Surface area Approximately 7,900 m²
Number of beds Approximately 190
Operator-tenant Grupo Reifs
Duration and type of lease 30 years – triple net
Acquisition price 7 million EUR

Acquisition of plots of land for the construction of nursing and care homes

5 Lérida (Catalonia) 6 Castellón (Valencia)
Surface area Approximately 6,000 m² Approximately 4,000 m²
Number of beds Approximately 150 Approximately 100
Duration and type of lease 20 years – double net 20 years – double net
Investment budget Approximately 14 million EUR Approximately 8 million EUR

Acquisition of a plot of land for the construction of a nursing and care home

7 Tarragona (Catalonia)
Surface area Approximately 6,800 m²
Number of beds Approximately 170
Duration and type of lease 20 years - double net
Investment budget Approximately 15 million EUR

Acquisition of land reserves

In 2020, Cofinimmo also acquired land reserves in Tomares (Andalusia) and Tenerife (Canary Islands).

ACHIEVEMENTS IN FINLAND

Acquisition of a medical centre under construction

1 Vaasa
Surface area 4,200 m²
Operator-tenant Mehiläinen
Duration and type of lease 20 years – double net
Investment budget 20 million EUR

PROPERTY OF DISTRIBUTION NETWORKS

Cofinimmo's property of distribution networks portfolio consists of, on the one hand, a portfolio of pubs and restaurants leased to the AB InBev brewery group (Pubstone) and, on the other hand, of a portfolio of insurance agencies leased to the MAAF insurance company (Cofinimur I).

These portfolios were acquired in 2007 and 2011 through sale & leaseback transactions and generate revenues in the long term

Property of distribution networks strategy

Property of distribution networks and healthcare real estate share the characteristic of generating high, predictable and indexed cash flows, within the framework of usually long-term contracts.

The other characteristics of the property of distribution networks portfolios are their acquisition at an attractive price as part of sale & leaseback transactions, their usefulness as a retail network for the tenant, the granularity of risk they carry and the potential to optimise their composition over time.

ESG

In the acquisition phase of this segment, a long-term partnership with the tenant is essential. A distribution network consists of a large number of small-scale individual assets. Consequently, during this phase it is not necessary to thoroughly gather the technical characteristics of the buildings. A sample of buildings is analysed and visited. Cofinimmo's influence on their sustainability in this phase is therefore rather limited.

Throughout the term of the lease, however, asset arbitrage is particularly important to ensure sustainability. In this case, Cofinimmo's influence depends on the contractual clauses. Cofinimmo endeavours to transform empty areas into useful spaces, for example through the reconversion of open spaces into residential apartments, or by temporarily making unused floors above shops available as dwellings.

Cofinimmo also contributes to the development of certain areas and to the revalorisation of urban cohesion. Finally, it favours the use of modern techniques and sustainable materials to reduce the carbon footprint of buildings during works on the outer envelope of assets. In particular, an advanced policy is implemented concerning roofing insulation during watertightness works. The day-to-day management of assets, in turn, is not under the operational control of Cofinimmo.

Through these various actions, Cofinimmo intends to fully shoulder its social and environmental responsibilities.

Market characteristics

The assets which make up Cofinimmo's property of distribution networks portfolio do not represent traditional commercial assets since they are let in bulk to a single tenant. This type of portfolio, acquired within the framework of sale & leaseback transactions, therefore constitutes a niche market.

SALE & LEASEBACK TRANSACTIONS

The sale price per square metre requested by the seller is usually reasonable as it concerns buildings which are leased back to the seller, the latter being therefore responsible for paying rent after the sale.

OPTIMISATION OF THE POINTS-OF-SALE NETWORK FOR THE TENANT'S BUSINESS

The buildings are necessary for the tenant's activity due to their location and are leased for the long term. For most of these buildings, the probability of renewing the contract at the end of the lease is therefore high.

CAPITAL RISK GRANULARITY

Should the tenant leave, a significant portion of the properties can be sold as retail outlets or for housing to local investors, professionals or not, as the amounts to be invested are often attainable for this type of investor.

SUPPORT OF TENANTS FOR THE MANAGEMENT, DEVELOPMENT AND RENOVATION OF THE ASSETS

Cofinimmo maintains an ongoing dialogue with the occupant-tenant to increase the geographical scope of the sales network of the latter. Buildings with leases that will not be renewed at their term or which require renovation works in the medium term can thus be identified in advance. In addition, Cofinimmo can acquire new buildings the tenant would like to include in his network.

Pubstone: pubs and restaurants

Cofinimmo acquired an entire portfolio of pubs and restaurants at the end of 2007 under the terms of a property partnership. It was previously owned by Immobrew SA/NV, a subsidiary of AB InBev, since renamed Pubstone SA/NV. Cofinimmo leases the premises back to AB InBev for an initial term of 27 years. AB InBev sub-leases the premises to operators and retains an indirect stake of 10% in the Pubstone organisation. Cofinimmo bears no risk with respect to the commercial operation of the pubs and restaurants, but handles the structural maintenance of roofs, walls, façades and outside woodwork. At the end of the lease, AB InBev can either renew the lease under the same conditions or return the spaces free of occupation.

In Belgium, the internal Pubstone team consists of five people, excluding support services, who work in portfolio management (property and project management). There is only one team member in the Netherlands.

ACHIEVEMENTS IN 2020

Sale of 28 pubs and restaurants

In 2020, Cofinimmo sold, through its subsidiaries Pubstone and Pubstone Properties 28 pubs and restaurants (24 located in Belgium and 4 located in the Netherlands) that were vacated by AB InBev for a total amount of approximately 8 million EUR. This amount is higher than the fair value of the assets as determined by the independent real estate valuers on 31.12.2020.

Amendments relating to the Pubstone portfolio

During the 2nd quarter of 2020, Cofinimmo and AB InBev concluded amendments relating to the Pubstone portfolio. These agreements are fully in line with the assumptions used by Cofinimmo in the context of its outlook concerning the net result of the core activities – group share published on 28.04.2020.

Technical interventions and renovation projects

In 2020, the property and project management operations teams supervised 343 technical interventions on the pubs and restaurants portfolio (286 in Belgium and 57 in the Netherlands). They managed 231 renovation projects (123 in Belgium and 70 in the Netherlands), for a total of 3.9 million EUR. This consisted primarily of façade and roofing renovations.

Pub 't Speelmanshuis – Bruges/Brugge (BE)

9%

OF THE CONSOLIDATED PORTFOLIO

434 million EUR FAIR VALUE OF THE PORTFOLIO

99.7% OCCUPANCY RATE

15 years RESIDUAL LEASE LENGTH

318,000 m2 SURFACE AREA

910

NUMBER OF ASSETS

Main renovation projects in 2020

Location Type of works
Belgium
De Gouden Meermin
Markt 31 -
Bruges/Brugge
Façades renovation and painting
Du Gaz
Scheepsdalelaan 48 -
Bruges/Brugge
Façades and roof renovation
Hotel Malon
Martelarenplein 15 -
Louvain/Leuven
Façades and roof renovation
L'Arosoir
Bld. du Souverain/
Vorstlaan 256 -
Brussels
Replacement of outdoor joinery and roof
renovation
The Netherlands
Markt 22-23-24
Maastricht
Façades and roof renovation
Grote Markt 23
Nijmegen
Roof renovation
Raadhuisplein 16
Arcen
Roof renovation (in tiles and felt)

Cofinimur I: insurance agencies

In December 2011, Cofinimmo acquired, for its Cofinimur I subsidiary, a portfolio of commercial agencies from the MAAF Group located in France. Cofinimur I issued Mandatory Convertible Bonds (MCB) to finance part of the acquisition of the agencies (see page 48 of the 2011 annual financial report). The agencies, which are operated by MAAF employees, are leased to the insurer for an initial average period of 10 years. Cofinimmo is responsible for the asset and real estate management activities for the entire portfolio.

In Paris, the internal team of Cofinimur I consists of three people responsible for managing the portfolio.

ACHIEVEMENTS IN 2020

Sale of two insurance agencies

In 2020, Cofinimmo sold two insurance agencies through its Cofinimur I subsidiary for a total gross amount of approximately 0.6 million EUR. This amount is in line with the fair value of the asset as determined by the independent real estate valuer on 31.12.2020.

Signature of new lease contracts and increase of the average residual lease length

On 09.07.2020, the Cofinimur I portfolio was subject to a memorandum of understanding relating to contracts expiring in 2020. The signing of the agreements resulting from this memorandum took place on 02.09.2020 and resulted in an increase of the average residual lease length from 2 to 4 years.

Renovation and construction projects

In 2020, the MAAF Group renovated three insurance agencies, fulfilling its contractual obligations.

2%

Villejuif (FR)

OF THE CONSOLIDATED PORTFOLIO

114 million EUR FAIR VALUE OF THE PORTFOLIO

94.4% OCCUPANCY RATE

4 years RESIDUAL LEASE LENGTH

57,000 m2 SURFACE AREA

266

NUMBER OF ASSETS

PUBLIC-PRIVATE PARTNERSHIPS

Cofinimmo invests in special-use buildings in Belgium through public-private partnerships (PPPs). By doing so, the company contributes to the renovation and improvement of public and parapublic real estate assets. To date, the PPP portfolio consists of seven assets in operation

Public-private partnerships strategy

Public-private partnerships and healthcare real estate share the characteristic of generating high, predictable and indexed cash flows, within the framework of usually very long-term contracts.

ESG

In the acquisition of unique assets intended for public use, a long-term partnership with the tenant is also essential. Indeed, the authorities serve as a model in the area of sustainability. They are required to include high technical standards in terms of energy performance, resulting in stringent specifications. This situation as such gives Cofinimmo little influence on the sustainability of assets during this phase.

During the design and construction of the asset, Cofinimmo's influence depends on the contractual clauses. Consequently, Cofinimmo acts more as an adviser in the area of sustainable construction. In the context of a competitive dialogue, the group constantly seeks innovative solutions to help improve the specifications. So doing, Cofinimmo contributes to the financing of a public need.

The day-to-day management of assets is not under its operational control. However, in some cases, Cofinimmo ensures the management of assets in accordance with a performance contract defined by the public authorities. The structures and procedures in place for the office segment help comply with the strict provisions and requirements of the contract.

All this influence enables Cofinimmo to fully embrace its corporate and environmental responsibilities.

Market characteristics

Cofinimmo strives to meet the specific needs of public authorities and provides its real estate and financial expertise for long-term partnerships which are usually subject to public contracts.

Cofinimmo is in charge of studying the economic and technical life cycle of the project. The analysis identifies the best compromise between initial investment and future expenses, for both maintenance costs as well as replacement and repair costs.

However, Cofinimmo does not bear the construction risk for this type of property investment, since this is the responsibility of an appointed general contractor, with whom is agreed to pay a flat fee upon delivery of the building. Nevertheless, the group supervises the quality and execution of the construction works.

Courthouse – Antwerp (BE)

Assets in operation in the PPP portfolio as at 31.12.2020

Cofinimmo is also responsible for up-keep and maintenance throughout the tenancy, which is usually under a lease for an extended period or long-lease. At lease end, the public authority has the option to purchase the property or to transfer ownership free of charge. Cofinimmo does not have perpetual ownership of the properties and, as a result, these are booked under the section 'finance lease receivables' on the balance sheet for 85.8 million EUR at 31.12.2020.

Property Surface area
Courthouse – Antwerp 72,132 m²
Prison – Leuze-en-Hainaut 28,316 m²
Fire station – Antwerp 23,323 m²
Police station – Termonde 9,645 m²
Student housing Nelson Mandela –
Brussels (Ixelles/Elsene)
8,088 m²
Police station – HELKA zone 3,800 m²
Student housing Depage –
Brussels (Ixelles/Elsene)
3,196 m²

NEO II

The NEO II public procurement has been assigned to the consortium composed of CFE and Cofinimmo in July 2018. The purpose of this public procurement, which has been launched by the city of Brussels and the Brussels-Capital Region in 2013, was a Design-Build-Finance-Maintain (DBFM) contract for a convention centre and a high-class hotel, on the Heysel plateau (north of Brussels, next to the Atomium).

On 16.10.2020, the public authorities involved in the NEO II project, namely the city of Brussels, the Brussels-Capital Region and the scrl NEO, put an end to the development of the convention centre and hotel project on the Heysel, in view of the uncertainties linked to the current health crisis.

Cofinimmo has been a major player in the Brussels office market for over 35 years. The group benefits from the experience it has accumulated in the segment to proactively and dynamically manage its portfolio of 77 office buildings: rental management, upgrades to meet the requirements of the 'new ways of working', renovation and reconversion programmes and asset arbitrages are carried out with a forwardlooking approach

Offices strategy

Since it was established in 1983, Cofinimmo has been a major player in the Brussels office market, which consists of the various sub-segments described below.

It is in this market that the company has built its real estate expertise for over 35 years. In fact, Cofinimmo's staff is experienced in the management from A to Z of large-scale projects, including the design, construction, renovation, conversion and development of sites, in view of renting or even selling. It masters all aspects of the building life cycle. This know-how has expanded from offices to healthcare real estate, property of distribution networks and PPPs, which benefit from the synergies thus created.

In parallel to the development of the healthcare real estate segment, Cofinimmo is focusing on the rebalancing of its office portfolio between the various sub-segments, to the benefit of high-quality buildings located in the CBD of Brussels, where vacancy in this segment is lower than the Brussels market average.

In order to have an optimal operational platform, the size of the office portfolio should ideally remain above one billion EUR.

ESG

In the day-to-day management of its office portfolio, Cofinimmo pursues one of its primary objectives, which is to adopt a sustainable and environmental approach. Cofinimmo's ESG strategy was first influenced by the European and national or even regional regulatory frameworks. In a desire to anticipate, Cofinimmo went further and demonstrated its agility by integrating new requirements making it easier to adapt to these regulations.

Particularly in the case of an acquisition, Cofinimmo's influence can be decisive since it assesses the need to redevelop a project in order to keep the building up to standard in the long term. When selecting the files, it considers the location and above all the accessibility of the site by sustainable transport.

Of course, Cofinimmo adopts a life cycle approach for the technical management of buildings. When an office building reaches the end of its life, the construction is recycled. In the central locations of Brussels, where there is a strong demand for office spaces, the building is thoroughly renovated. For the more decentralised locations, a study is made on the possible reconversion of the building. In this way, Cofinimmo strives to

meet as well as possible the evolving needs of office users in terms of flexibility, mobility and diversity of living spaces at work.

Furthermore, Cofinimmo pays specific attention to transforming the urban landscape in a responsible manner by focusing on aesthetics and the diversity of districts. Cofinimmo also favours the use of modern techniques and sustainable materials to reduce the carbon footprint of the buildings developed, while also endeavouring to limit and reuse waste from project sites.

The day-to-day management of office buildings is also a real source of leverage in the sustainability strategy. Property management has been an in-house activity since 1999, and its influence is significant. Making tenants aware of their energy consumption and the signature of agreements with green energy suppliers aim at reducing the carbon footprint of buildings. Energy data management software processes the consumption figures (water, gas, electricity and waste) for all the communal spaces of office buildings under operational control, as well as the private consumption voluntarily provided by the different tenants. Using this tool helps identify possible sources of savings and measure the impact of the investments made. Through the installation of meters than can be read remotely, the whole portfolio of offices under operational control is connected to the energy accounting software in real time.

Through these areas of focus, Cofinimmo wishes to fully shoulder its social and environmental responsibility.

OCCUPANCY RATE BY GEOGRAPHICAL AREA (as at 31.12.2020 - in %)

BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY TENANT BUSINESS SECTOR (as at 31.12.2020 - in contractual rents - in %)

Quartz office building –

Market characteristics1

THE BRUSSELS OFFICE MARKET SUB-SEGMENTS

The Brussels office market consists of several sub-segments.

The first five are often grouped under the heading 'Central Business District' (CBD).

• Brussels city centre:

the historical heart of the city

Occupants: Belgian public authorities and medium-size and large private Belgian companies.

• Leopold district:

European district of the city

Occupants: European institutions and delegations and the non-profits organisations working with them, medium-size and large private companies, law firms, lobbyists.

  • • Brussels North:
  • business area

Occupants: Belgian national and regional public authorities, semi-public and large private companies.

• Louise district:

high-end district, mixed use (residential and offices) Occupants: law firms, embassies and medium-size private companies.

• Midi district:

district surrounding the Brussels-South railway station. Occupants: SNCB/NMBS, railway-related companies, Belgian public authorities.

  • • Brussels Decentralised:
    • the remainder of the 19 municipalities of the Brussels-Capital Region, primarily residential Occupants: medium-size and large private companies.
  • • Brussels Periphery & Satellites:
  • the area adjoining the Brussels-Capital Region, the Ring and the national airport Occupants: private companies of all sizes.

THE BRUSSELS OFFICE RENTAL MARKET

Demand

In 2020, rental demand in the Brussels office market barely exceeded 300,000 m², which is the worst score in the last 20 years. The context of uncertainty associated with the COVID-19 health crisis and its duration has led many tenants to reconsider or postpone their relocation and expansion plans. The largest transactions signed in 2020 were located in the Leopold district. By way of exemple, we can mention the occupancy of 30,000 m² by the European Commission in The One office building, 14,000 m² by ING in the Belliard 5 building or 14,000 m² By EEAS in the Belmont building.

Brussels CBD (BE) 1. Market information deriving from the CBRE, Cushman & Wakefield, Jones Lang LaSalle and BNP market research. The figures and percentages indicated are an average between these four market players.

Bourget 44 office building – Brussels Decentralised (BE)

Supply

During the 2020 financial year, 220,000 m² were delivered, of which 50,000 m² were still available at delivery. The main projects delivered were: Manhattan center (41,000 m²), T&T Gare Maritime (45,000 m²) or also Mobius 1 (26,000 m²). All three are located in the North district. Currently, 440,000 m² of office spaces are under construction for delivery by the end of 2022, of which 160,000 m² are still available for rent.

The most important development projects are: the Mobius 2 building, Victoria Tower and the Quatuor building in the North district, the Copernicus and Belliard 5 buildings in the Leopold district and the Multi tower, HQ BNP Paribas and Tweed buildings in the Pentagon. Cofinimmo will start in 2021 the redevelopment of the Montoyer 10, an office building of 6,000 m² located in the Leopold district and acquired in 2019 the Loi/Wet 85 building which should be redeveloped.

Vacancy

At the end of 2020, the Brussels office market had an average rental vacancy of 7.4%. This level is comparable to the vacancy rate in 2019 and to the historical average of the Brussels market. Moreover, the vacancy rate is also particularly low in the Grade A buildings, despite recent deliveries.

The Brussels office market is still characterised by a diversified dynamic. Currently, the vacancy rate remains under 5% in all central districts and stands at approximately 2.7% in the Leopold district, 4.9% in the North district, and 3.8% in the Pentagon. However, the average vacancy rate in the decentralised and peripheral districts remains high at 10.5% and 18.6% respectively.

THE BRUSSELS OFFICE INVESTMENT MARKET

In 2020, 3.5 billion EUR was invested in the office segment in Brussels, a record level although inflated by the Finance Tower transaction, which represent 1.2 billion EUR. The other most significant transactions impacted Silver Tower, the Platinium and Euroclear HQ buildings, the Generali portfolio, and the TOTAL building.

Most of these significant transactions were made by foreign investors.

Prime yields for offices in Brussels have continued to decline. At the end of 2020, they stood at 4% in the CBD and at 3.25% for long-leased assets.

Virginie Van Haute – Corporate legal officer – Cofinimmo & Diana Islamaj – Corporate legal officer – Cofinimmo

Strategy implementation

PROXIMITY TO CLIENTS

Cofinimmo endeavours to build close and sustainable relationships with the tenants to ensure client satisfaction and loyalty. Building management is handled entirely in-house, that is, by its employees. The size of its office portfolio, which is in excess of one billion EUR, enables the group to have a complete human and technical management platform and to bear its costs.

The technical teams consist of industrial and civil engineers, architects and interior designers who supervise upgrade, maintenance and renovation works. The Service Desk is accessible 24/7 and is responsible for organising the response to requests for service and repairs.

The sales teams are in constant contact with the clients to meet their flexibility requirements. The administrative and accounting teams invoice rents and provide a breakdown of charges and taxes. The legal department prepares leases and monitors potential disputes.

PROACTIVE RENTAL MANAGEMENT

The rental vacancy risk faced by Cofinimmo each year involves an average of 10% to 15% of its office portfolio. A commercial strategy based on a close relationship with the clients contributes to a continued high occupancy level and positive operating margin growth.

The commercial strategy is completed by the implementation of innovative solutions intended to best meet the needs of tenants in terms of workspace flexibility, mobility, and diversity. The development of the Flex Corners® and Lounges® concepts are examples of this.

Flex Corner® by Cofinimmo

This concept enables clients looking for smaller office spaces to lease a private space in an office building equipped with shared infrastructure (kitchenette, lounge, meeting rooms). Leases are offered on a monthly basis and include rent, taxes, and charges for both the private space and the shared areas. The contracts are established for a period of time corresponding to the client's needs with a minimum of one year. A 'Custom your lease' option is also available, making it possible for tenants to establish their own lease period based on contractual terms suited to their needs.

This concept was initiated in 2016 and is now available in 8 of the buildings in the portfolio which had vacant space. At the end of 2020, the occupancy rate of the Flex Corners® stood at approximately 74%.

The Lounge® by Cofinimmo

The group has two Lounges® by Cofinimmo: the first, inaugurated in 2016, in the Park Lane in Diegem and the second, completed in 2017, in The Gradient building in Brussels (Woluwé-Saint-Pierre/ Sint-Pieters-Woluwe).

Cofinimmo provides tenants and their visitors with modern, inspiring and comfortable shared spaces that include catering, meeting, networking and relaxation areas. The spaces are managed on-site by the community manager. The concept meets the growing need for a range of different types of work spaces.

Occupancy rate

Cofinimmo's office portfolio occupancy rate was 92.8% at 31.12.2020 compared to 92.5% for the overall Brussels office market1 . In the course of 2020, renegotiations and new leases have been signed for a total of almost 73,263 m² of office spaces compared to more than 99,375 m2 recorded as at 31.12.2019. The most important transactions are listed in the table below.

Geographical area Building Type of transaction m2
Brussels Decentralised Georgin 2 Renegotiation 17,400
Brussels Decentralised Herrmann-Debroux 44-46 Renegotiation 5,900
Brussels Decentralised Bourget 44 Renegotiation 4,500
Other regions Mechelen station - Malines/Mechelen Renegotiation 3,500
Antwerp AMCA - Avenue Building Renegotiation 2,800
Antwerp AMCA - Avenue Building Renegotiation & Lease 2,400
Brussels Decentralised Bourget 42 Lease 2,000
Brussels Decentralised The Gradient Lease 1,500
Brussels CBD Arts/Kunst 46 Renegotiation & Lease 1,200
Other regions Mechelen station -
Malines/Mechelen
Renegotiation 1,000
Brussels CBD Trône/Troon 100 Lease 800
Brussels CBD Arts/Kunst 46 Lease 800
  1. Source: Cushman & Wakefield.

Guimard 10-12 office building – Brussels CBD (BE)

REDEVELOPMENT PROJECTS

Park Lane office park – Brussels Periphery (BE)

Cofinimmo's internal technical teams, consisting of industrial and civil engineers, architects and interior designers, are responsible for redevelopment projects including renovations, reconstruction, and reconversion. The projects are part of a long-term programme to optimise the composition of the portfolio, create value and, more broadly, to responsibly transform the urban landscape.

SELECTIVE ARBITRAGE OF ASSETS

Cofinimmo has implemented a selective arbitrage policy for its office buildings while maintaining its portfolio above 1 billion EUR which is compatible with the need for a complete management platform.

In parallel with the development of the healthcare real estate segment, Cofinimmo is focusing on the rebalancing of its office portfolio between the various sub-segments, to the benefit of high-quality buildings located in the CBD of Brussels. The rental vacancy in this segment, lower than the average of the Brussels market, makes it possible to achieve higher net yields.

The goal is to take advantage of investors' appetite for certain types of assets and to optimise the composition of the portfolio in terms of age, size, location and the rental situation of buildings. The funds collected are then reinvested in high-quality buildings located in the CBD of Brussels.

Acquisition of 100% of the shares of the company owning a building containing offices and a medical centre

Trône/Troon 100
Delivery of the works Q4 2020
Surface area >7,200 m²
Acquisition price 40 million EUR
Energy performance Level B+

Sale

Chaussée de Louvain/Leuvensesteenweg 325
Surface area Almost 6,300 m²
Sale price Approximately 4 million EUR

Assignment of property rights for an office park

Serenitas
Surface area >19,800 m²
Sale price 22 million EUR

Assignment of property rights for an office building

Moulin à Papier/Papiermolen
Surface area Approximately 3,500 m²
Sale price 5 million EUR

Occupancy of an office building

Quartz
Occupancy Q3 2020
Surface area Almost 9,200 m²
Works budget 23 million EUR
Environmental certificate BREEAM Excellent

Acquisition of 100% of the shares of the company owning the rights in rem in an office building

Port/Haven 86C ('Bruxelles Environnement/Leefmilieu Brussel')
Surface area Almost 17,000 m²
Acquisition price Approximately 100 million EUR
Environmental certificate BREEAM Excellent

COMPOSITION OF THE CONSOLIDATED PORTFOLIO

— At 31.12.2020, the consolidated property portfolio of the Cofinimmo group consisted of 1,473 buildings, for a total surface area of 2,169,787 m². Its fair value amounts to 4,869 million EUR.

Healthcare real estate already accounts for more than 59% of the group's portfolio, spread over six countries, namely: Belgium, France, the Netherlands, Germany, Spain and Finland. One third of the consolidated portfolio is invested in office buildings. This portfolio is only spread over Belgium, mainly in Brussels, the capital of Europe.

The group also owns two distribution networks leased to major players (AB InBev in Belgium and the Netherlands, and MAAF in France)

Healthcare campus Nebo – The Hague (NL)

60

The portfolio consists of:

  • in Belgium: healthcare and office assets, a network of pubs and restaurants and Public-Private Partnerships;
  • in France: healthcare assets and a network of insurance agencies;
  • in the Netherlands: healthcare assets and a network of pubs and restaurants;
  • in Germany: healthcare assets;
  • in Spain: healthcare assets;
  • In Finland: healthcare assets;
  • In Ireland (as from January 2021): healthcare assets.

Changes in the consolidated portfolio

CHANGE FROM 1996 TO 2020

Cofinimmo was approved as a public fixed capital investment company (Sicafi/Vastgoedbevak - now SIR/ GVV) in 1996. The investment value of its consolidated portfolio amounted to just 600 million EUR at 31.12.1995. At 31.12.2020, it exceeds 5.1 billion EUR.

Between 31.12.1995 and 31.12.2020, the group:

  • invested a total of 6,300 million EUR (acquisitions, constructions and renovations);
  • sold for a total amount of 2,302 million EUR.

On average, Cofinimmo achieved a net profit of 9.08% in investment value on sales compared to the latest annual valuations preceding the sales prior to deduction of payments to intermediaries and other miscellaneous expenses. These figures do not include capital gains and losses realised on the sale of shares of companies owning buildings, these amounts being recorded as capital gains or losses on the sale of securities.

The graph on the next page shows the breakdown by real estate segment of investments totalling 6,300 million EUR between 1996 and 2020.

CHANGE IN THE INVESTMENT VALUE OF THE CONSOLIDATED PORTFOLIO BETWEEN 1996 AND 2020 (x 1,000,000 EUR)

Investment value of the portfolio
as at 31.12.1995
609
Acquisitions 5,312
Constructions and renovations 988
Net disposal value -2,499
Realised gains and losses compared to the last
annual estimated value
197
Writeback of lease payments sold 218
Change in the investment value 257
Investment value of the portfolio
as at 31.12.2020
5,082

Cockx 8-10 office building – Brussels Decentralised (BE)

BREAKDOWN OF INVESTMENTS BY REAL ESTATE SEGMENT IN 2020 (in investment value - x 1,000,000 EUR)

BREAKDOWN OF INVESTMENTS BY REAL ESTATE SEGMENT BETWEEN 1996 AND 2020 (in investment value - x 1,000,000 EUR)

CHANGE IN 2020

The investment value of the consolidated portfolio increased from 4,428 million EUR at 31.12.2019 to 5,082 million EUR at 31.12.2020. At fair value, the figures were 4,247 million EUR at 31.12.2019 and 4,869 million EUR at 31.12.2020.

In 2020, the group:

  • •invested a total of 666 million EUR1 (acquisitions, constructions and renovations);
  • •divested for a total amount of 40 million EUR.

The 2020 sales consisted mainly in 28 pubs and restaurants of the Pubstone distribution network, 2 insurance agencies of the Cofinimur I distribution network and 5 office buildings.

The graph on this page shows the breakdown by real estate segment of investments totalling 666 million EUR realised in 2020.

The change in fair value of the consolidated portfolio was 622 million EUR in 2020 (654 million EUR in investment value), i.e. an increase of 15%. The table on the following page shows the change in fair value of the portfolio in 2020 by real estate segment and by geographical area.

CHANGE IN THE INVESTMENT VALUE OF THE CONSOLIDATED PORTFOLIO IN 2020 (x 1,000,000 EUR)

Investment value of the portfolio
as at 31.12.2019
4,428
Acquisitions1 620
Constructions and renovations 47
Net disposal value -45
Realised gains and losses compared to the last
annual estimated value
5
Writeback of lease payments sold 9
Change in the investment value 19
Investment value of the portfolio
as at 31.12.2020
5,082
  1. As well as 66 million EUR in participations in associates.

CHANGE IN FAIR VALUE OF THE CONSOLIDATED PORTFOLIO BY REAL ESTATE SEGMENT AND BY GEOGRAPHICAL AREA IN 2020

Real estate segment and geographical
area
Change in
fair value1
Share of the
consolidated portfolio
Healthcare real estate -0.2% 59.2%
Belgium 0.4% 29.9%
France -3.0% 8.1%
The Netherlands -0.9% 7.1%
Germany 0.4% 12.3%
Spain 1.1% 1.6%
Finland 1.2% 0.2%
Offices 0.7% 29.6%
Brussels CBD 2.8% 15.6%
Brussels Decentralised -0.4% 7.4%
Brussels Periphery -5.1% 2.2%
Antwerp -3.3% 1.4%
Other regions -0.9% 3.0%
Property of distribution networks -2.0% 11.3%
Pubstone – Belgium 0.8% 6.1%
Pubstone – The Netherlands -1.3% 2.9%
Cofinimur I -9.4% 2.3%
TOTAL POTFOLIO -0.1% 100%
  1. Without the initial effect of the changes in the scope.

Orthopaedic clinic Bergman –

Rental situation of the consolidated portfolio

The commercial management of the group's portfolio is handled entirely in-house: closeness to clients enables the Group to build a long-term relationship of trust, an essential element for ensuring a high occupancy rate, long lease maturities and quality tenants.

OCCUPANCY RATE

The occupancy rate of Cofinimmo's consolidated portfolio (excluding assets held for sale), calculated on the basis of contractual rents for space leased and the rental values estimated by independent real estate valuers for unoccupied space was 97.4% at 31.12.2020. It is as follows for each real estate segment:

Real estate segment
and country
Occupancy
rate
Comment
Healthcare real estate 99.9%
Belgium 100% The assets acquired are fully leased to healthcare operators with whom Cofinimmo signs leases with
an initial duration of 27 years.
Assets in development are all pre-let.
France 99.5% The assets acquired are fully leased to healthcare operators, usually through leases with an initial
duration of 12 years.
As at 31.12.2020, the average residual lease length is 3 years. One asset is empty, one asset has been
sold at market value and for the rest, the leases have been extended. Developed assets are all pre
let.
The Netherlands 99.6% Cofinimmo owns 16 medical office buildings which are directly leased to healthcare professionals
who receive their patients in the facilities. As at 31.12.2020, the occupancy rate of these buildings was
98.8%.
All other assets are fully leased to healthcare operators with whom Cofinimmo usually signs leases
with an initial duration going from 10 to 15 years.
Developed assets are all pre-let.
Germany 100% The assets acquired are fully leased to healthcare operators with whom Cofinimmo usually signs
leases with an initial duration of 15 to 30 years.
Spain 100% The assets acquired are fully leased to healthcare operators with whom Cofinimmo usually signs
leases with an initial duration of 15 to 30 years.
Finland n/a
92.8% The majority of leases signed by Cofinimmo in this segment are 3/6/9 years.
Offices The rental vacancy risk the group faces each year represents an average of 10% to 15% of its office
portfolio.
By comparison, the average vacancy rate in the Brussels office market was 7.2% as at 31.12.2020
(source: Cushman & Wakefield).
Property of distribution
networks
98.5%
Pubstone - Belgium 99.7% As of the seventh year of the lease (2014), AB InBev has the option of terminating pub and restaurant
leases each year accounting for up to 1.75% of the annual rental income of the total Pubstone
portfolio. The brewing group has vacated 126 assets since 2014: as at 31.12.2020, 13 assets have been
leased again, 109 assets have been sold and 4 assets are empty.
Pubstone - The Netherlands 99.7% As of the seventh year of the lease and at every five-year anniversary of the sub-lease agreed by AB
InBev and the pubs and restaurants operator, AB InBev has the option of giving up the establishment,
on condition that the total of the terminated leases during a given year do not exceed 1.75% of the
annual rental income of the total Pubstone portfolio. The brewing group has vacated 31 assets since
2014: as at 31.12.2020, 30 assets have been sold and 1 asset is empty.
94.4% At the time the insurance agencies leased to MAAF were acquired (2011), ten agencies were either
empty or rented through a lease with a residual length of less than one year. As at 31.12.2020, nine of
the ten assets had been sold and one has been leased.
Cofinimur I - France The other assets acquired are leased for an initial duration of 3, 6, 9 or 12 years. In addition, 42
agencies have vacated by MAAF since the portfolio was acquired: as at 31.12.2020, 11 assets have
been sold, 21 assets are empty and 10 of them have been re-leased.
TOTAL 97.4%

TIMETABLE OF LEASE MATURITIES

If every tenant were to exercise their first break option, the weighted average residual length of all leases in effect on 31.12.2020 would be 12 years. The graph below shows the lease maturity for each real estate segment as at 31.12.2020.

Average residual lease term would increases to 12.6 years if no break options are exercised, i.e. if all tenants would continue to occupy their rented space until the contractual end of the leases.

Furthermore, as at 31.12.2020, more than 60% of the leases signed by the group had a residual term greater than 9 years (see table below).

BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BASED ON LEASE MATURITIES (as at 31.12.2020 – in contractual rents)

Lease maturities Share of the
portfolio
Leases > 9 years 60.9%
Healthcare real estate 44.7%
Property of distribution networks - Pubstone 10.4%
Offices – public sector 4.0%
Offices – private sector 1.8%
Leases 6-9 years 5.6%
Healthcare real estate 2.2%
Property of distribution networks - Cofinimur I 0.3%
Offices 3.2%
Leases <6 years 33.4%
Healthcare real estate 9.9%
Property of distribution networks - Cofinimur I 2.4%
Offices 21.1%
TOTAL 100%

WEIGHTED AVERAGE RESIDUAL LEASE LENGTH PER REAL ESTATE SEGMENT UNTIL THE FIRST BREAK OPTION (as at 31.12.2020 – in number of years)

12 years

WEIGHTED AVERAGE RESIDUAL LEASE LENGTH

97.4% OCCUPANCY RATE

TENANTS

The group's consolidated portfolio consists of more than 430 tenants coming from a variety of sectors, a diversification that contributes to the group's moderate risk profile. The listed French group Korian, expert in care and support services for the elderly, is the group's leading tenant. It is followed by AB InBev which leases the Pubstone pubs and restaurants portfolio.

CHANGE IN RENTAL INCOME

Gross rental income increased from 237.5 million EUR in 2019 to 257.7 million EUR in 2020, or an increase of 8.5%. On a like-forlike basis, gross rental income increased by 1.4%. The table on the following page shows the change in gross rental income for the various real estate segments and countries in 2020, on a like-for-like basis.

The positive effect of new leases (+1.9%) and indexation (+1.1%) largely compensates the negative effect of departures (-1.1%) and renegotiations (-0.3%).

RENTAL INCOME

Cofinimmo is able to secure its long-term revenue thanks to its portfolio diversification strategy and its active commercial management. Over 77% of the rental income is contractually guaranteed until 2024. This percentage increases to 83% if no termination options are exercised and if all of the tenants remain in their rented spaces until the contractual end of their lease.

0

10

20

CHANGE IN GROSS RENTAL INCOME ON A LIKE-FOR-LIKE BASIS, BY REAL ESTATE SEGMENT IN 2020

Real estate segment Change in gross rental income
on a like-for-like basis
Share of the
consolidated portfolio
at fair value
Healthcare real estate 1.1% 59.2%
Offices 2.2% 29.6%
Property of distribution network 1.2% 11.3%
TOTAL 1.4% 100%

Cockx 8-10 office building – Brussels Decentralised (BE)

Pub Cheval marin – Brussels (BE)

Rental yield

68

Rental yield is defined as the rental income for rented spaces and the estimated rental value of unoccupied space, divided by the investment value of the buildings (excluding assets held for sale) as established by the independent real estate valuers. This rental yield is defined as the capitalisation rate of rental income applied to the real estate portfolio.

The difference between gross rental yields and net rental yields reflects direct costs: technical costs (maintenance, repairs, etc.), commercial costs (agent commissions, marketing expenses, etc.) and charges and taxes on unoccupied space. The majority of healthcare real estate leases in France and Belgium are triple net, while in Germany, the Netherlands and Spain, the majority is of the double net type (Dach und Fach - see Glossary). The triple net lease implies that the maintenance and insurance expenses, as well as the taxes, are at the tenant's expense, contrary to the double net lease. Therefore, gross and net rental yields are almost identical in this segment.

SEGMENT INFORMATION

Real estate segment
and country
Number
of buildings
Surface
area
(in m²)
Average
age
(in years)
Fair value
(x 1,000,000 EUR)
Share of
the consolidated
portfolio at
fair value
Contractual rents
(x 1,000 EUR)
Share of the
consolidated
portfolio in
contractual
rents
Healthcare real estate 220 1,243,896 12 2,882 59.2% 162,166 56.8%
Belgium 83 564,439 11 1,456 29.9% 77,080 27.0%
France 49 214,035 >15 393 8.1% 27,724 9.7%
The Netherlands 42 162,702 9 346 7.1% 20,633 7.2%
Germany 43 281,655 11 598 12.3% 35,296 12.4%
Spain 3 21,065 9 78 1.6% 1,434 0.5%
Finland - - n/a 12 0.2% - -
Offices 77 550,566 13 1,439 29.6% 85,988 30.1%
Property of distribution
network
1,176 375,325 >15 548 11.3% 37,475 13.1%
Pubstone – Belgium 696 275,870 >15 295 6.1% 19,567 6.8%
Pubstone – The Netherlands 214 42,133 >15 139 2.9% 10,139 3.5%
Cofinimur I 266 57,322 >15 114 2.3% 7,769 2.7%
TOTAL 1,473 2,169,787 13 4,869 100% 285,704 100%

MANAGEMENT OF FINANCIAL RESOURCES

— Cofinimmo's financial strategy is characterised by the diversification of its financing sources, regular access to the capital markets, a debt-toassets ratio close to 45% and the optimisation of the duration and cost of its financing. Cofinimmo also pays particular attention to the coherence between its financial strategy and its ESG objectives (see chapter Strategy of this document). After being the first European real estate company to issue green & social bonds in 2016, Cofinimmo has now become the first Belgian real estate to have issued a benchmark public sustainable bond of 500 million EUR in November 2020

The group's debt and committed credit lines are not subject to any early repayment clauses, or changes in margin, related to its financial rating. They are usually subject to conditions related to:

  • compliance with RREC legislation;
  • compliance with debt-to-assets ratio levels and hedging of financial charges through the cash flow;

fair value of the real estate portfolio.

At 31.12.2020 and throughout the 2020 financial year, the ratios were adhered to. In addition, no payment defaults on the loan contracts, nor violations of the terms and conditions of these same contracts are expected in the coming 12 months.

Financing transactions in 2020

In 2020, Cofinimmo reinforced its financial resources and its balance sheet structure. Two capital increases were carried out during the financial year. The financing operations over the financial year also enabled the group to improve the maturity timetable of its financial debts, to increase available financing, to maintain an average cost of debt at particularly low levels and to increase its maturity. The various operations carried out are stated below.

CAPITAL INCREASES

70

During the 2020 financial year, Cofinimmo proceeded to two capital increases (optional dividend and contributions in kind) totalling approximately 143 million EUR.

Optional dividend

The ordinary general meeting of 13.05.2020 had decided to distribute a gross dividend of 5.60 EUR per share (or a net dividend of 3.92 EUR per share) for the 2019 financial year.

The board of directors decided to offer shareholders the choice between receiving the dividend payment for the year 2019 in new shares or in cash, or to opt for a combination of both means of payment. The subscription price of one new share was set at 113.68 EUR. The new shares are entitled to Cofinimmo's results as from 01.01.2020 (first dividend payable in 2021).

Shareholders were invited to communicate their choice between the different payment modalities between 20.05.2020 and 05.06.2020. A total of 43.5% of the 2019 dividend coupons were contributed to the capital against new shares. This resulted in the issue of 387,226 new shares for a total amount of 44.0 million EUR. The subscription price of 113.68 EUR per new share was 7.4% below the volume-weighted average stock market price of the share during the subscription period (122.74 EUR).

The remaining dividend pay-out was settled in cash for a net total amount of 57.2 million EUR (amount from which the withholding taxes on dividends relating to reinvested and non-reinvested coupons has been deducted). The payment in cash and/or the delivery of securities was made on 09.06.2020. The effective day of listing of the new shares was 11.06.2020.

As a result, Cofinimmo's share capital was represented by 26,236,509 shares.

Contributions in kind followed by a private placement

On 10.06.2020, Cofinimmo signed an agreement regarding the acquisition of six healthcare sites in Belgium through contributions in kind of the shares of six companies. The conventional value of the assets for the calculation of the share price amounted to approximately 105 million EUR, whereas the contributions in kind amounted to 98,520,698.88 EUR. Within this framework, 825,408 new shares were issued.

Part of the new shares were offered on the same day within the framework of a private placement with institutional investors. Trading in Cofinimmo shares on the regulated Euronext Brussels market was temporarily suspended due to the private placement.

The private placement was successfully concluded. In total, 526,000 shares were placed with institutional investors at a price of 121.00 EUR, which represents a discount of 3.8% compared to the closing price of the previous day. The trading in the Cofinimmo resumed on the next day.

Following this transaction, and as at 31.12.2020, Cofinimmo's capital was represented by 27,061,917 shares.

ISSUE OF A SUSTAINABLE BOND

On 25.11.2020, Cofinimmo issued its first public benchmark-sized sustainable bond for an aggregate nominal amount of 500 million EUR, paying a coupon of 0.875% per year and having a maturity date on 02.12.2030.

The market received Cofinimmo's issuance well as the demand exceeded six times the volume of the issue.

The proceeds from this issue will be used to (re)finance assets in accordance with Cofinimmo's sustainable financing framework of May 2020. The selected assets as well as the other sustainable financing actions defined by the group are detailed in the ESG report (see pages 128 to 133) .

The new issue is listed on the Luxembourg Stock Exchange. The settlement and admission to trading of the bonds took place on 02.12.2020.

EXTENSION OF THE COMMERCIAL PAPER PROGRAMME

In order to encourage long-term issues, Cofinimmo has decided to increase the maximum amount of the programme from 800 million EUR to 950 million EUR with a view to issuing more commercial paper with maturities longer than 1 year. The increase in the programme is reserved solely for long-term issues; the programme for short-term commercial paper remains limited to 800 million EUR.

Long-term commercial paper is issued based on reverse inquiries made by interested investors to the banks managing the commercial paper programme. Belfius Bank and ING Bank coordinate the issues of long-term commercial paper for Cofinimmo while Belfius Bank, BNP Paribas Fortis, BRED Banque Populaire, ING Bank, KBC Bank and Société Générale facilitate the issues of short-term commercial paper.

FINANCING OPERATIONS SINCE 01.01.2020

Overall financing developments

  • •06.01.2020: conclusion of a new bilateral credit line of 50 million EUR for 5 years;
  • •15.01.2020: maturity of a bilateral credit line of 50 million EUR concluded in 2015;
  • •07.02.2020: repayment of 140 million EUR of bonds issued in 2012;
  • •14.02.2020: new bilateral credit line of 20 million EUR for 4 years provided by a Spanish bank;
  • •21.02.2020: issue of commercial paper for a total amount of 24 million EUR for 8 years;
  • •25.02.2020: repayment of 6 million EUR commercial paper issued in 2015;
  • •23.03.2020: new bilateral credit line of 50 million EUR for 5 years;
  • •01.04.2020: early refinancing of a credit line of 55 million EUR maturing in October 2020 to postpone its maturity to 2028 and 2029 (2x27.5 million EUR);
  • •15.04.2020: extension of the long-term commercial paper programme (for details see above);
  • •23.04.2020: early refinancing of a credit line of 40 million EUR maturing in August 2020. This was initially a traditional credit line, refinanced in the form of a green & social loan for 3 years. In accordance with its sustainability strategy and its performance table, the green & social loan will be used by Cofinimmo to refinance projects with both environmental and social objectives;
  • •04.05.2020: signing of the extension of the syndicated loan of 400 million EUR for 1 additional year to postpone its maturity to 01.07.2025;
  • •11.05.2020: increase of the syndicated loan amount by 28 million EUR to bring it to 428 million EUR;
  • •09.06.2020: new bilateral credit line of 38 million EUR for 7 years, replacing a credit line of 25 million EUR maturing in 2025;
  • •12.06.2020: issue of commercial paper totalling 5 million EUR for 8 years;
  • •01.07.2020: new credit line of 500 million EUR concluded for two years. This credit line was cancelled on 02.12.2020 when the sustainable bond was issued;
  • •02.10.2020: early refinancing of the last credit line for 2021 of 30 million EUR maturing in March 2021 to extend its maturity to 2029;
  • •12.11.2020: extension of a loan of 50 million EUR for 1 additional year to bring its maturity to 2026;
  • •25.11.2020: issue of a 10-year public benchmark-sized sustainable bond for a total amount of 500 million EUR (for details see above);
  • •26.11.2020: extension of a loan of 25 million EUR for 1 additional year to bring its maturity to 2031;
  • •18.12.2020: conclusion of a new bilateral credit line of 80 million EUR for 7 years and 5 months;
  • •02.02.2021: new bilateral credit line of 40 million EUR for 7 years;
  • •11.02.2021: extension of a credit line of 20 million EUR for 1 additional year to bring its maturity to 2025;
  • •12.02.2021: new bilateral credit line of 50 million EUR for 5 years;
  • •15.02.2021: new bilateral credit line of 50 million EUR for 5 years;
  • •15.02.2021: extension of a credit line of 50 million EUR for 1 additional year to bring its maturity to 2026.

Interest rate hedging

In the course of 2020, Cofinimmo continued to increase its hedging over a period of ten years. IRS for the years 2025 (100 million EUR), 2026-2027-2028 (350 million EUR), and 2029 (250 million EUR) were subscribed in order to increase hedging for these years. The main long-term hedging transactions were carried out during the first quarter. In January 2021, Cofinimmo continued its hedging for the years 2026 to 2029 with the subscription of an IRS for 50 million EUR.

In 2020, Cofinimmo also increased its hedging for the coming years with the subscription of caps for 2020 (150 million EUR), 2021 (250 million EUR), and 2022 (350 million EUR) and 2023-2024 (100 million EUR). In January 2021, Cofinimmo subscribed one new cap for 200 million EUR in order to increase its hedging for the years 2021-2022-2023-2024-2025.

Debt structure

CONSOLIDATED FINANCIAL DEBTS

At 31.12.2020, the current and non-current consolidated financial debt, issued by Cofinimmo SA/NV, was 2,283 million EUR.

This included bank facilities and bonds issued on the financial markets. An overview of the bonds is listed in the table below:

Straight (S)
Convertible (C)
Current (C)
Non current (NC)
Sustainable
financing
Nominal amount
(x 1,000,000 EUR)
Issue price
(%)
Conversion
price
Coupon
(%)
Issue
date
Maturity
date
S NC - 190.0 100.000 - 1.9290 25.03.2015 25.03.2022
S NC - 70.0 99.609 - 1.7000 26.10.2016 26.10.2026
S NC Green & social 55.0 99.941 - 2.0000 09.12.2016 09.12.2024
S NC Sustainable 500.0 99.222 - 0.8750 02.12.2020 02.12.2030
C - - 219.3 100.000 133.4121 0.1875 15.09.2016 15.09.2021

As of 31.12.2020, non-current financial debt was 1,247 million EUR, of which:

Bond market

  • •260 million EUR representing two straight bonds;
  • •55 million EUR of straight green and social bonds part of the Euronext ESG Bonds community, which brings together European issuers of green & social bonds that meet various objective criteria. Cofinimmo is currently one of the few issuers listed in Brussels participating in this committed European community. The other Belgian issuers being a Belgian banking group, the Belgian State, the Walloon Region and a Belgian wastewater treatment company;
  • •500 million EUR for a benchmark-sized sustainable bond, part of the Luxembourg Green Exchange community along with many international issuers as well as a Belgian real estate developer and the Walloon Region;
  • •-4 million EUR mainly for the issue below par of the 500 million EUR bond and for the accrued interest not yet due on bond issues;
  • •69 million EUR of long-term commercial paper;
  • •2 million EUR corresponding to the discounted value of the minimum coupon of the Mandatory Convertible Bonds issued by Cofinimur I in December 2011.

Bank facilities

  • •355 million EUR of committed bilateral and syndicated loans, with an initial term of five to ten years, contracted with approximately fifteen financial institutions;
  • •9 million EUR in rental guarantees received.

As of 31.12.2020, Cofinimmo's current financial debts amounted to 1,037 million EUR, of which:

Financial markets

  • •221 million EUR of a bond convertible into Cofinimmo shares. These convertible bonds are valued at their market value on the balance sheet;
  • •800 million EUR of commercial paper with a term of less than one year, of which 306 million EUR with a term of more than three months. The short-term commercial paper issued is fully backed up by availabilities on committed long-term credit lines. Therefore, Cofinimmo benefits from the attractive cost of such a short-term

financing programme, while ensuring its refinancing in the event that the issue of new commercial paper becomes more costly or impracticable;

•10 million EUR of commercial paper initially concluded on a longterm basis and whose residual term is less than one year.

Bank facilities

•5 million EUR of other loans.

AVAILABILITIES

On 31.12.2020, availabilities on committed credit lines reached 1,332 million EUR. After deduction of the commercial paper programme, Cofinimmo had at that date 532 million EUR of available lines to finance its activity (taking into account the capital increase of 180 million EUR, the credit lines concluded since 01.01.2021 and the investments already done, this amount is of 716 million EUR on 10.03.2021).

CONSOLIDATED DEBT-TO-ASSETS RATIO

On 31.12.2020, Cofinimmo met the debt-to-assets ratio test. Its regulatory debt-to-assets ratio (calculated in accordance with the regulations on RRECs as: financial and other debts / total assets) reached 46.1% (compared to 41.0% as at 31.12.2019). As a reminder, the maximum debt-to-assets ratio for RRECs is 65%.

When the loan agreements granted to Cofinimmo refer to a debt covenant, they refer to the regulatory debt-to-assets ratio and cap it at 60%.

WEIGHTED AVERAGE MATURITY OF FINANCIAL DEBTS

The weighted average maturity of the financial debts has improved from 4 to 5 years, between 31.12.2019 and 30.12.2020. This calculation excludes short-term commercial paper maturities, which are fully hedged by tranches available on long-term credit lines.

Committed long-term loans (bank credit lines, bonds, commercial paper with a term of more than one year and term loans), for which the total outstanding amount was 2,800 million EUR as at 31.12.2020, will mature on a staggered basis until 2031. Since 01.01.2021, new credit lines have been concluded for 140 million EUR. The yearly timetable is illustrated on page 74.

Average costs of debt and interest rate hedging

The average cost of debt, including bank margins, was 1.3% for the 2020 financial year, compared to 1.4% for the 2019 financial year.

Cofinimmo opts for the partial hedging of its floating rate debt through the use of interest rate swaps (IRS) and caps. Cofinimmo conducts a policy aimed at securing the interest rates for a proportion of 50% to 100% of the expected debt over a minimum horizon of three years. In this context, the group uses a global approach (macro hedging). It therefore does not individually hedge each of the floating-rate credit lines.

Taking into account the hedging operations carried out on 07.01.2021, the distribution of expected fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt was as shown in the graph on page 74.

To date, the anticipated interest rate risk is hedged at more than 70% until the end of 2025. Cofinimmo's result nevertheless remains sensitive to fluctuations in interest rates.

Financial rating

Since 2001, Cofinimmo has been granted a long-term and shortterm financial rating from the Standard & Poor's rating agency. On 20.04.2020, Standard & Poor's confirmed the company's BBB rating for the long term (stable outlook) and A-2 for the short term. The group's liquidity has been rated 'adequate'.

On 19.11.2020, Standard & Poor's issued a bulletin to update the debt-to-assets ratio outlook since the acquisitions made in 2020 exceeded their expectations.

Disposal of treasury shares

Article 8:6 of the royal decree of 29.04.2019, which implements the new Belgian Code of Companies and Associations as of 01.01.2020, stipulates that any disposal of treasury shares must be disclosed.

In application of this article, Cofinimmo declares that following the exercise of stock options by its employees within the framework of Cofinimmo's Stock Option Plan (SOP), it has since 01.01.2020 disposed of Cofinimmo's shares OTC in order to deliver these shares to the relevant employees.

OVERVIEW OF TRANSACTIONS MADE BETWEEN 01.01.2020 AND 31.12.2020 IN THE CONTEXT OF THE STOCK OPTION PLAN

Transaction date SOP plan Number of
shares
Exercise price
(EUR)
13.06.2020 2006 1,000 129.27
11.06.2020 2006 100 129.27
11.06.2020 2007 475 143.66
11.06.2020 2008 100 122.92
11.06.2020 2010 250 93.45
11.06.2020 2016 475 108.44
05.06.2020 2006 1,350 129.27
06.03.2020 2015 200 95.03
02.03.2020 2015 200 95.03
02.03.2020 2016 200 108.44

In accordance with this article, Cofinimmo announced the disposal, on 25.06.2020, of 1,257 treasury shares on Euronext Brussels at an average price of 123.66 EUR per share. This purely technical disposal transaction was carried out by Gestone III SA/NV, a direct subsidiary of Cofinimmo. The shares sold are the result of the conversion into ordinary shares of the 1,257 preference I shares acquired by Gestone III SA/NV on 12.07.2019 in the absence of conversion requests1 . At this time, Gestone III SA/NV does not plan to proceed with any further disposals of Cofinimmo shares.

DETAILED OVERVIEW OF THE TRANSACTION

Transaction
date and
time
Number
of shares
Average
price
(EUR)
Minimum
price
(EUR)
Maximum
price
(EUR)
Total
price
(EUR)
25.06.2020
09:49 and
09:54
1,257 123.66 123.40 123.80 155,441

  1. See also press releases dated 28.05.2019 and 12.07.2019.

SUMMARY OF THE CONSOLIDATED ACCOUNTS

CONSOLIDATED INCOME STATEMENT – ANALYTICAL FORM

(x 1,000 EUR) 31.12.2020 31.12.2019
Rental income, net of rental-related expenses 249,491 233,224
Writebacks of lease payments sold and discounted (non-cash item) 9,444 8,784
Taxes and charges on rented properties not recovered -2,483 -2,655
Taxes on refurbishment not recovered -739 -3,737
Redecoration costs, net of tenant compensation for damages 243 -1,001
Property result 255,956 234,615
Technical costs -6,051 -5,939
Commercial costs -2,344 -1,808
Taxes and charges on unlet properties -2,765 -3,579
Property result after direct property costs 244,796 223,289
Corporate management costs -33,684 -29,460
Operating result (before result on the portfolio) 211,112 193,829
Financial income 8,186 9,021
Net interest charges -24,541 -24,128
Other financial charges -744 -634
Share in the net result from core activities of associates and joint ventures 215 -939
Taxes -7,907 -5,572
Net result from core activities 186,320 171,577
Minority interests related to the net result from core activities -4,863 -5,079
Net result from core activities - group share 181,457 166,498
Change in the fair value of hedging instruments -22,756 -23,765
Restructuring costs of financial instruments 0 0
Share in the result on financial instruments of associates and joint ventures 0 0
Result on financial instruments -22,756 -23,765
Minority interests related to the result on financial instruments 850 -419
Result on financial instruments - group share -21,906 -24,184
Gains or losses on disposals of investment properties and other non-financial assets 4,583 12,394
Changes in the fair value of investment properties -13,696 79,069
Share in the result on the portfolio of associates and joint ventures -2,688 143
Other result on the portfolio -36,130 -29,129
Result on the portfolio -47,931 62,477
Minority interests related to the result on the portfolio 7,601 -176
Result on the portfolio - group share -40,330 62,301
Net result 115,633 210,289
Minority interests 3,588 -5,674
Net result - group share 119,222 204,615

NUMBER OF SHARES

76

31.12.2020 31.12.2019
Number of ordinary shares issued (including treasury shares ) 27,061,917 25,849,283
Number of ordinary shares outstanding 27,016,833 25,798,592
Number of ordinary shares used to calculate the result per share 27,016,833 25,798,592
Number of preference shares issued 0 0
Number of preference shares outstanding 0 0
Number of preference shares used to calculate the result per share 0 0
Total number of shares issued (including treasury shares ) 27,061,917 25,849,283
Total number of shares outstanding 27,016,833 25,798,592
Total number of shares used to calculate the result per share 26,478,781 24,456,099

DATA PER SHARE – GROUP SHARE

(in EUR) 31.12.2020 31.12.2019
Net result from core activities – group share 6.85 6.81
Result on financial instruments – group share -0.83 -0.99
Result on portfolio – group share -1.52 2.55
Net result – group share 4.50 8.37

Nursing and care home Keiheuvel –

Comments on the consolidated income statement – analytical form

Rents (gross rental income) amount to 258 million EUR, compared to 238 million EUR as at 31.12.2019, up 8.5%, thanks to the acquisitions made between these two dates. On a like-for-like basis*, gross rental income increased by 1.4% between 31.12.2019 and 31.12.2020. Rental income (after gratuities, concessions and termination indemnities (see details on the calculation of alternative performance indicators) amounts to 252 million EUR, compared to 233 million EUR as at 31.12.2019, up 8.1% compared to 2019. Net writedowns on trade receivables were booked for 2 million EUR (compared to net writebacks of 0.6 million EUR in 2019). After taking these into account, rental income, net of rental charges amounts to 249 million EUR, compared to 233 million EUR, up 7.0%, in line with the outlook, as fine-tuned in November 2020.

The disposal of the Souverain/Vorst 23/25 at the end of 2019 resulted in a decrease in unrecovered taxes on buildings under renovation of 3 million EUR, in line with the outlook.

Redecoration costs, net of tenant compensation for damages are down by approximately 1 million EUR, and are in line with the outlook. By nature, these costs are exposed on a non-regular basis over the financial year or from one financial year to the next. The credit amount recorded in 2020 comes from the recovery of compensations for damages.

The change in corporate management costs between the 2019 financial year and the 2020 financial year is also in line with the outlook. As a reminder, the corporate management costs include the support (500,000 EUR) announced as soon as last April of initiatives aiming at fighting against the coronavirus pandemic and its effects in the healthcare sector, and more particularly in nursing and care homes as well as hospitals. The operating margin is established at 82.5%.

Financial income decreased by one million EUR, at 8 million EUR; last year's figure included non-recurring items for less than 3 million EUR, whereas the 2020 financial income includes non-recurring items for one million EUR booked in the 1st half-year, and linked to the contributions in kind of 10.06.2020.

The net interest charges are stable compared with last year, despite the increase of the average debt, and thanks to the average cost of debt which decreased to 1.3%, compared to 1.4% as at 31.12.2019. The net interest charges are in line with the outlook.

The group's momentum in terms of investments and financing, coupled with effective management of the existing portfolio, enabled the company to realise a net result from core activities – group share of 181 million EUR as at 31.12.2020, in line with the outlook (compared to the 166 million EUR that were made as at 31.12.2019), mainly due to scope variations of acquisitions made and the decrease in operating costs related to the office buildings sold. The net result from core activities per share – group share amounts to 6.85 EUR (in line with the outlook, compared to 6.81 EUR as at 31.12.2019) and takes into account the issues of shares in 2019 and in June 2020 (optional dividend and contributions in kind). The average number of shares entitled to the result of the period evolved from 24,456,099 to 26,478,781 between these two dates.

As for the result of financial instruments, the item 'Change in the fair value of financial instruments' amounts to -23 million EUR as at 31.12.2020, compared to -24 million EUR as at 31.12.2019. This variation is explained by the change in the forward interest rate curve between these two periods.

As for the result on the portfolio, the gains or losses on disposals of investment properties and other non-financial assets is established at 5 million EUR as at 31.12.2020, compared to 12 million EUR as at 31.12.2019. The item 'Changes in the fair value of investment properties' is negative as at 31.12.2020 (-14 million EUR compared to +79 million EUR as at 31.12.2019): the value appreciation of the healthcare real estate portfolio in Belgium as well as that of office buildings located in the Central Business District of Brussels (CBD) did not fully compensate the value depreciation of some buildings, particularly in the Cofinimur I portfolio. These changes are also affected (at the level of 10 million EUR, booked in Q4 2020) by the increase in transfer taxes in the Netherlands (going mostly from 6% to 8% as from 01.01.2021). Without the initial effect from the changes in the scope, the changes in the fair value of investment properties is stable (-0.1%) for the 2020 financial year. The item 'Other result on the portfolio' amounts to -36 million EUR as at 31.12.2020 and comprises in particular the effect of changes in the scope of consolidation, that of deferred taxes1 and an impairment on goodwill recorded in the 1st half-year (usually recorded, where applicable, at the end of the financial year rather than within the financial year).

The net result - group share amounted to 119 million EUR (i.e. 4.50 EUR per share) as at 31.12.2020, compared to 205 million EUR (i.e. 8.37 EUR per share) as at 31.12.2019. This fluctuation is mainly due to the increase of the net result – group share and the changes in the value (investment properties, hedging instruments, goodwill, i.e. non-cash variations) between 31.12.2019 and 31.12.2020.

  1. Deferred taxes on the unrealised capital gains relating to the buildings owned by certain subsidiaries.

CONSOLIDATED BALANCE SHEET

(x 1,000 EUR) 31.12.2020 31.12.2019
ASSETS
Non-current assets 5,093,589 4,397,253
Goodwill 46,827 56,947
Intangible assets 2,172 935
Investment properties 4,865,581 4,218,523
Other tangible assets 1,434 1,278
Non-current financial assets 2,883 2,121
Finance lease receivables 104,889 105,651
Trade receivables and other non-current assets 386 1,016
Deferred taxes 1,390 1,162
Participations in associates and joint ventures 68,026 9,621
Current assets 160,026 160,986
Assets held for sale 3,320 28,764
Current financial assets 0 2
Finance lease receivables 2,367 2,258
Trade receivables 26,023 23,443
Tax receivables and other current assets 46,605 37,639
Cash and cash equivalents 48,642 31,569
Accrued charges and deferred income 33,069 37,311
TOTAL ASSETS 5,253,614 4,558,239
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 2,649,362 2,533,960
Shareholders' equity attributable to shareholders of the parent company 2,574,775 2,451,335
Capital 1,450,210 1,385,227
Share premium account 804,557 727,330
Reserves 200,786 134,163
Net result of the financial year 119,222 204,615
Minority interests 74,587 82,625
Liabilities 2,604,252 2,024,279
Non-current liabilities 1,417,964 1,025,918
Provisions 25,359 24,176
Non-current financial debts 1,246,850 873,546
Other non-current financial liabilities 100,690 84,227
Deferred taxes 45,064 43,969
Current liabilities 1,186,289 998,361
Current financial debts 1,036,612 870,993
Other current financial liabilities 206 96
Trade debts and other current debts 126,637 112,435
Accrued charges and deferred income 22,834 14,837
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 5,253,614 4,558,239

Comments on the consolidated balance sheet

The investment value of the property portfolio1 , as determined by the independent real estate valuers, amounts to 5,082 million EUR as at 31.12.2020, compared to 4,428 million EUR as at 31.12.2019. The fair value, included in the consolidated balance sheet in application of the IAS 40 standard, is obtained by deducting the transaction costs from the investment value. As at 31.12.2020, the fair value reached 4,869 million EUR, compared to 4,247 million EUR as at 31.12.2019, up 15%.

The level of trade receivables as at 31.12.2020 is comparable to that as at 31.12.2019. As a reminder, despite the outbreak of the COVID-19 coronavirus, the proportion of due rents related to the 2nd quarter and actually collected (taking into account the writedowns booked) was similar to the proportion of due rents collected in the 2nd quarter of the previous financial year. Besides, the proportion of due rents related to the 2nd half-year of 2020 and the 1st quarter of 2021 and actually collected as at 25.02.2021 is similar to the proportion collected as at 25.02.2020.

The item 'Participations in associates and joint ventures' refers to Cofinimmo's 51% stake in the joint ventures BPG CONGRES SA/NV and BPG HOTEL SA/NV, as well as the 26.6% stake in the associate Aldea Group NV and the 39% stake in the associate SCI Foncière CRF acquired in December 2020. As at 31.12.2019, it also included Cofinimmo's 51% stake in Cofinea I SAS (nursing and care homes in France). The item 'Minority interests' includes the Mandatory Convertible Bonds issued by the Cofinimur I SA subsidiary (MAAF/ GMF distribution network in France), and the minority interests of three subsidiaries.

Net asset value per share

(in EUR) 31.12.2020 31.12.2019
Net Asset Value per share
Revalued net assets per share in fair value2
after dividend distribution
for the 2019 financial year
95.30 89.42
Revalued net assets per share in investment value3
after dividend distribution
for the 2019 financial year
101.18 94.30
Diluted Net Asset Value per share
Revalued net assets per share in fair value2
after dividend distribution
for the 2019 financial year
95.22 89.32
Revalued net assets per share in investment value3
after dividend distribution
for the 2019 financial year
101.10 94.11

Comments on the net asset value per share

The Mandatory Convertible Bonds (MCB) issued in 2011 and the convertible bonds issued in 2016 were not taken into account in calculating the net assets per share as at 31.12.2019 and 31.12.2020, because they would have had an accretive impact.

Conversely, 22,875 treasury shares of the stock option plan have been taken into account in the calculation of the above-mentioned indicator in 2020 (compared to 27,345 in 2019) as they have a dilutive impact.

Nursing and care home

  1. Including buildings held for own use, development projects and assets held for sale. 2. Fair value: after deduction of transaction costs (mainly transfer taxes) from the

investment value of investment properties. 3. Investment value: before deduction of transaction costs.

SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS1

CONSOLIDATED COMPREHENSIVE RESULT BY QUARTER (INCOME STATEMENT)

(x 1.000 EUR) Q1 2020 Q2 2020 Q3 2020 Q4 2020 2020
Rental income 60.965 61.795 63.611 65.150 251.521
Writeback of lease payments sold and discounted 2.361 2.361 2.361 2.361 9.444
Rental-related expenses 7 -1.940 -33 -64 -2.030
Net rental income 63.332 62.217 65.939 67.447 258.935
Recovery of property charges 235 17 12 309 573
Recovery income of charges and taxes normally
payable by the tenant on let properties
24.725 3.672 1.944 3.326 33.667
Costs payable by the tenant and borne by the landlord
on rental damage and redecoration at end of lease
161 -140 -43 -308 -330
Charges and taxes normally payable by the tenant
on let properties
-27.270 -4.108 -1.941 -3.569 -36.888
Property result 61.182 61.659 65.911 67.204 255.956
Technical costs -808 -603 -717 -3.923 -6.051
Commercial costs -580 -685 -602 -477 -2.344
Taxes and charges on unlet properties -2.074 -383 -88 -220 -2.765
Property management costs -6.703 -5.547 -5.195 -6.133 -23.579
Property charges -10.164 -7.219 -6.603 -10.753 -34.740
Property operating result 51.018 54.440 59.308 56.451 221.217
Corporate management costs -2.873 -2.377 -2.227 -2.629 -10.105
Operating result before result on the portfolio 48.145 52.063 57.081 53.823 211.112
Gains or losses on disposal of investment properties 742 2.608 112 1.121 4.583
Gains or losses on disposal of other non-financial assets 0 0 0 0 0
Changes in fair value of investment properties 13.699 -6.002 -7.506 -13.887 -13.696
Other result on the portfolio -3.229 -20.942 -2.614 -7.030 -33.815
Operating result 59.357 27.727 47.072 34.027 168.184
Financial income 1.789 2.819 1.622 1.956 8.186
Net interest charges -5.829 -5.837 -6.350 -6.526 -24.541
Other financial charges -190 -174 -186 -194 -744
Changes in the fair value of financial assets and
liabilities
-10.879 -8.233 -2.338 -1.306 -22.756
Financial result -15.109 -11.425 -7.251 -6.070 -39.855
Share in the result of associates and joint ventures 177 93 21 -2.764 -2.473
Pre-tax result 44.425 16.395 39.842 25.193 125.856
Corporate tax -2.227 -238 -1.090 -4.352 -7.907
Exit tax -160 -756 210 -1.609 -2.315
Taxes -2.387 -995 -880 -5.961 -10.223
Net result 42.037 15.402 38.963 19.232 115.633
Minority interests 136 2.223 203 1.026 3.588
Net Result - group Share 42.174 17.624 39.165 20.258 119.222
  1. The group did not publish any quarterly results information between 31.12.2020 and the date of the statement of the present document. The half-year and annual data are submitted to a control by the auditor Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren.

COFINIMMO 2020 UNIVERSAL REGISTRATION DOCUMENT

OTHER ELEMENTS OF THE COMPREHENSIVE RESULT Q1 2020 Q2 2020 Q3 2020 Q4 2020 2020
Changes in the effective part of the fair value of
authorised cash flow hedge instruments
0 0 0 0 0
Impact of the restructuring of the hedging instruments
which relationship has been terminated
0 0 0 0 0
Share in the other elements of the comprehensive result
of associates/joint ventures
0 0 0 0 0
Convertible bonds 6,306 -2,699 -882 4,996 7,721
Other elements of the comprehensive result 6,306 -2,699 -882 4,996 7,721
Minority interests 0 0 0 0 0
Other elements of the comprehensive result - group share 6,306 -2,699 -882 4,996 7,721
COMPREHENSIVE RESULT
Comprehensive result 48,343 12,702 38,081 24,229 123,354
Minority interests 136 2,223 203 1,026 3,588
Comprehensive result - group share 48,480 14,925 38,283 25,255 126,943

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)

(x 1,000 EUR) Q1 2020 Q2 2020 Q3 2020 Q4 2020
ASSETS
Non-current assets 4,471,760 4,613,096 4,711,067 5,093,589
Goodwill 56,947 46,827 46,827 46,827
Intangible assets 1,236 1,156 1,126 2,172
Investment properties 4,294,046 4,453,904 4,552,007 4,865,581
Other tangible assets 1,723 1,976 2,003 1,434
Non-current financial assets 413 79 89 2,883
Finance lease receivables 105,570 105,264 105,215 104,889
Trade receivables and other non-current assets 1,014 1,277 1,280 386
Deferred taxes 1,013 1,121 1,008 1,390
Participations in associates and joint ventures 9,798 1,492 1,514 68,026
Current assets 156,231 132,794 141,898 160,026
Assets held for sale 28,764 6,396 6,673 3,320
Current financial assets 3 4 1 0
Finance lease receivables 2,287 2,327 2,348 2,367
Trade receivables 24,802 25,343 27,226 26,023
Tax receivables and other current assets 20,394 22,479 37,543 46,605
Cash and cash equivalents 36,307 36,827 32,810 48,642
Accrued charges and deferred income 43,673 39,419 35,297 33,069
TOTAL ASSETS 4,627,991 4,745,890 4,852,965 5,253,614

SHAREHOLDERS' EQUITY AND LIABILITIES

Shareholders' equity 2,582,314 2,587,706 2,625,637 2,649,362
Shareholders' equity attributable to shareholders
of the parent company
2,499,770 2,511,326 2,548,878 2,574,775
Capital 1,385,227 1,450,210 1,450,210 1,450,210
Share premium account 727,330 804,557 804,557 804,557
Reserves 345,040 196,761 195,148 200,786
Net result of the financial year 42,174 59,798 98,963 119,222
Minority interests 82,544 76,380 76,758 74,587
Liabilities 2,045,677 2,158,184 2,227,329 2,604,252
Non-current liabilities 1,168,464 1,206,377 1,044,067 1,417,964
Provisions 24,304 23,622 23,611 25,359
Non-current financial debts 1,013,356 1,042,272 877,167 1,246,850
Other non-current financial liabilities 86,597 95,275 97,323 100,690
Deferred taxes 44,208 45,207 45,966 45,064
Current liabilities 877,213 951,807 1,183,262 1,186,289
Current financial debts 736,188 811,027 1,036,501 1,036,612
Other current financial liabilities 3,700 2,658 1,443 206
Trade debts and other current debts 122,097 121,784 126,277 126,637
Accrued charges and deferred income 15,229 16,339 19,042 22,834
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 4,627,991 4,745,890 4,852,965 5,253,614

APPROPRIATION OF STATUTORY PROFITS

On the ordinary general meeting of shareholders on 12.05.2021, the board of directors of the Cofinimmo group will propose to approve the annual accounts as at 31.12.2020, to allocate the profits shown in the table and to distribute a dividend of 5.80 EUR gross, or 4.06 EUR net per ordinary share.

82

The dates and payment methods of the dividends are provided in the 'Shareholder's calendar' (see page 161).

The withholding tax is 30% (see also section 'Portfolio mix and outlook regarding the withholding tax' of chapter '2021 Outlook' of this document).

As at 31.12.2020, the Cofinimmo group held 45,084 treasury shares. For the 2020 financial year, the board of directors is proposing a dividend of 5.80 EUR per share for the 15,875 treasury shares owned by the Gestone III SA/NV subsidiary and to cancel the right to a dividend for the remaining 29,209 treasury shares.

The distribution is based on the number of shares outstanding at the closing date of the 2020 accounts (10.03.2021). Any sale of shares held by the group, or any new shares issued can modify the distribution.

Considering the capital increase of 08.03.2021 and after the distribution of 166 million EUR proposed for the 2020 financial year, the total amount of reserves and the statutory result of Cofinimmo SA/NV will be 76 million EUR, whereas the amount remaining for distribution according to the rule defined in article 7:212 of the Belgian Code of companies and associations (formerly article 617 of the Belgian company code) will reach 643 million EUR (see chapter 'Financial Statutory Statements' in this document).

For 2020, the consolidated net result from core activities - group share amounts to 181 million EUR and the consolidated net result group share to 119 million EUR. The pay-out ratio amounts to 84.7% compared to 82.2% in 2019.

5.80 EUR

GROSS DIVIDEND PER SHARE PROPOSED FOR THE 2020 FINANCIAL YEAR

84.7%

PAY-OUT RATIO PROPOSED FOR THE 2020 FINANCIAL YEAR

Brand Whitlock 87-93 office building – Brussels Decentralised (BE)

APPROPRIATIONS AND DEDUCTIONS

(x 1,000 EUR) 2020 2019
A. Net result 122,774 197,542
B. Transfer from/to reserves 34,427 -52,506
Transfer to the reserve of the positive balance of changes in the fair value of
investment properties
-5,283 -67,246
Financial year -5,283 -67,246
Previous year 0 0
Transfer to the reserve of the negative balance of changes in the fair value of
investment properties
9,738 0
Financial year 9,738 0
Previous year 0 0
Transfer to the reserve of the estimated transaction costs and rights resulting from
the hypothetical disposal of investment properties
0 6,453
Transfer to the reserve of the negative balance of changes in the fair value of
authorised hedging instruments qualifying for hedge accounting
0 0
Financial year 0 0
Previous year 0 0
Transfer to the reserve of the balance of the changes in fair value of authorised cash
flow hedging instruments not qualifying for hedge accounting
20,448 24,394
Financial year 20,448 24,394
Previous year 0 0
Transfer from/to other reserves -10 -4
Transfer from the result carried forward of previous years 9,534 -16,103
C. Distribution -80,571 -7,517
Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 -80,571 -7,517
D. Distribution for financial year other than return on capital -85,258 -137,519
Dividends -84,848 -137,054
Profit-sharing scheme -410 -465
E. Result to be carried forward 19,198 78,327

EVENTS AFTER 31.12.2020

— No major event which could have a significant impact on the results as at 31.12.2020 occurred after the balance sheet date

Construction of an extension to a healthcare complex in Louvain/Leuven (BE)

84

On 14.01.2021, Cofinimmo signed an agreement relating to the acquisition of 100% of the shares of the limited liability company Home Vogelzang OG. This company owns the rights in rem to a plot of land located in Leuven, Flemish Brabant, for the next 30 years. An extension will be added to an existing complex located on the plot of land.

The extension will be adjacent to an existing nursing and care home and assisted-living units and will be carried out in the form of a turnkey project. For this building, the aim is an energy consumption 30% lower than the benchmark. The four-storey building will offer approximately 90 beds over a surface area of almost 6,500 m². Provisional acceptance of the works is expected by the end of March 2022.

The conventional value of the complex for the calculation of the share price amounts to approximately 15 million EUR. The project will be leased back through a long leasehold to VZW Home Vogelzang, which already operates the existing nursing and care home and assisted-living units, and which holds the permit to operate this extension. The leasehold has a term of 27 years, counting from the provisional acceptance of the works. The annual fee, which is in line with the market, will be due from the delivery of the works and will be indexed annually according to the Belgian consumer price index. At the expiration of the rights in rem, the building will automatically accrue to VZW Home Vogelzang. This transaction will therefore be recorded in Cofinimmo's accounts as a finance lease.

Acquisition of a nursing and care home in Vantaa (FI)

On 21.01.2021, Cofinimmo has continued its expansion in the Finnish healthcare real estate sector with the acquisition of a nursing and care home under construction in Vantaa, a city of 230,000 inhabitants located in the Helsinki metropolitan area, the capital of Finland. Vantaa is the fourth largest city in Finland. The total investment budget for the plot of land and the works amounts to approximately 12 million EUR.

As a reminder, Finland offers interesting perspectives for Cofinimmo which has the ambition to contribute to the response to the healthcare need of the Finnish population. The country has approximately 5.5 million inhabitants, of whom 22% are 65 or older and approximately 10% are 75 or older. The proportion of inhabitants aged 65 and above is expected to reach over 26% by 2030. This demographic situation will increase the need for high-quality healthcare services. Currently, care facilities in Finland are offering approximately 65,000 beds. These are managed by operators from the public sector, charity associations and the private sector, with the latter taking up about 50% of the beds. The nursing and care home segment therefore offers an interesting long-term growth potential, which will be driven by the ageing of the population, for the real estate portfolio as well as because of the privatisation of healthcare real estate.

The nursing and care home in Vantaa will offer 68 beds spread over a surface area of 2,600 m². Construction works started in Q3 2020 and the delivery of the complex is planned for Q4 2021. The building will have a B-level energy performance.

The asset is already pre-let to Esperi Care Oy, a major care provider in Finland. The double net lease will have a 15-year fixed term and the gross rental yield will be in line with current market conditions.

Expansion of the healthcare real estate portfolio to Ireland

On 18.01.2021, Cofinimmo entered the Irish healthcare real estate sector with the acquisition, through a subsidiary, of six nursing and care homes and one rehabilitation clinic in the counties of Cavan, Dublin, Kildare, Meath and Louth. It consists of a total investment of approximately 93 million EUR.

Ireland has approximately 5 million inhabitants. With approximately 30,000 beds, the Irish nursing home sector is less well equipped than most other European countries. According to Eurostat, the proportion of people aged 65 or more is expected to grow at a substantially higher pace than in other European countries by 2040. As a result, demand for high-quality elderly care facilities is strong in Ireland.

The current supply of new nursing homes and care facilities throughout the country does not meet the increasing demand. The bed capacity should grow by roughly one third of the current capacity to keep up with demand in the short term. Additionally, a material part of the current stock will have to be renovated to meet modern comfort and safety norms.

For each of the seven sites, which are already let to DomusVi, a triple net lease has been concluded for a fixed term of 15 years. The rents will be indexed annually according to the Irish consumer price index and the gross rental yield will be in line with current market conditions.

All the sites are operational and have a good energy performance (label B or C). Together, they offer a total surface area of approximately 39,500 m² and 491 beds.

Name of
the facility
Type of asset Location
(county)
Year built/
renovated
Surface
area
(approx.)
Number
of units
1 Castlemanor Nursing and
care home
Cavan 2007 8,500 m2 71
2 St Peters Nursing and
care home
Louth 2002 2,500 m2 69
3 Gormanston
Wood
Nursing and
care home
Meath
(Greater
Dublin)
2000 10,500 m2 89
4 St Doolaghs Rehabilitation
clinic for
post-surgery
residents
Dublin 2001 7,000 m2 72
5 Anovocare Nursing and
care home
Dublin 2016 5,000 m2 89
6 Suncroft
Lodge
Nursing and
care home
Kildare
(Greater
Dublin)
2000 4,000 m2 60
7 Foxrock Nursing and
care home
Dublin 1999 2,000 m2 41
TOTAL 39,500 m2 491

Acquisition of 5 healthcare sites in France

On 01.02.2021, Cofinimmo acquired four nursing and care homes (EHPAD), one of which is currently under construction, and one assisted-living facility, all situated in Normandy, in the department of Orne or Calvados.

Four out of the five sites are currently operational. Renovation works have been recently conducted in three sites, these concerned either the insulation of the roof, the replacement of boilers or the renewal of the controlled mechanical ventilation system (CMV). Once the nursing and care home in Villers-sur-Mer has been delivered, which is planned for end 2022, the sites will together offer a total surface area of approximately 17,300 m² and 344 units.

The total investment for the five sites will eventually amount to approximately 44 million EUR. The acquisition price for the operational sites amounts to approximately 30 million EUR, whereas the investment budget for the building under construction amounts to approximately 14 million EUR (plot of land included).

For each of the five sites, a double net lease has been signed for a fixed term of 12 years with DomusVi. The rents will be indexed annually and the gross rental yield is in line with current market conditions.

Name of the
facility
Type of asset Location
(departement)
Year built /
renovated
Surface area
(approx.)
Number of
units
Properties in operation
1 Nouvel Azur Assisted-living units Saint-Pierre-du-Regard
(Orne)
2013 4,100 m² 68
2 Grand Jardin Nursing and care home Sap-en-Auge
(Orne)
1992/2017 2,100 m² 50
3 Les Ondines Nursing and care home Grandcamp-Maisy
(Calvados)
2004/2018-2019 2,800 m² 64
4 Vallée d'Auge Nursing and care home Dozulé
(Calvados)
2003/2019 3,500 m² 78
Ongoing development projects
5 Nursing and care home Villers-sur-Mer
(Calvados)
2022 4,800 m² 84
TOTAL 17,300 m² 344

Assisted-living units Nouvel Azur – Saint-Pierre-du-Regard (FR)

Launch of the contribution of the office portfolio into a subsidiary

On 03.02.2021, Cofinimmo announced the launch of a contribution of its office portfolio into a subsidiary to allow future investors, in due time, to participate in the capital of the subsidiary (of which the control would be retained) and to benefit from Cofinimmo's very experienced management and investment platform, while allowing the group to recycle a part of the capital that has been invested in this portfolio.

This contribution into a subsidiary fits into the value creation strategy for the office portfolio. Thanks to its 35 years of experience in office real estate, Cofinimmo relies on a management model that offers an integrated services platform. Currently, Cofinimmo's office portfolio is currently mainly composed of 77 buildings with a total surface area of about 550,700 m² and an approximate value of 1.4 billion EUR, representing around 30% of the company's total portfolio. It is mainly located in the Brussels Central Business District (CBD), as a result of the recentering to that area initiated mid-2018. Simultaneously, the internal teams follow the dynamics of market demand with regards to flexibility and innovation, and they collaborate to achieve the best possible results in terms of energy efficiency and ESG (Environment, Social, Governance) requirements.

The specialised office buildings subsidiary will have the status of an institutional regulated real estate company (IRREC/SIRI/IGVV). The board of directors approved the launch of the process leading to the contribution of the office portfolio into a subsidiary, which derives naturally from the strategy established mid-2018. The contribution is currently scheduled to be completed during the last quarter of 2021 at the earliest. This operation will have no effect on the consolidated accounts nor on the dividend.

Acquisition of a plot of land for the construction of a nursing and care home in Genappe (BE)

On 12.02.2021, Cofinimmo acquired 100% of the shares of a company owning a plot of land in Genappe (Walloon Brabant). This plot of land will see the construction of a new nursing and care home. The investment budget (including the plot of land and the works) amounts to approximately 19 million EUR.

The future nursing and care home will be part of a residential care campus where assisted-living units are also planned. Located near the centre of the city of Genappe, in Walloon Brabant, it will replace an outdated nursing and care home in Chastre. Various bus stops within a 100-meter radius will ensure the accessibility to the site. The construction of this new nursing and care home meets the growing demand in the region for additional and modern residential care capacity. The new nursing and care home will offer approximately 112 beds, spread over a surface area of more than 6,000 m². The building meets all the current energy standards and sustainability requirements. Modern and sustainable materials as well as the latest techniques (LED-lighting, reuse of rainwater, ventilation, etc.) will be used. The building's carbon footprint will be significantly lower than that of the outdated nursing and care home.

After delivery of the works, expected early 2023, Senior Living Group will operate the new nursing and care home. In this context, a triple net lease has been concluded for a fix term of 28 years. The rent will be indexed according to the Belgian health index. The gross rental yield amounts to more than 4.5%.

Capital increase of March 2021

On 03.03.2021, Cofinimmo SA/NV launched a capital increase in cash via accelerated bookbuilding (the ABB) with international institutional investors, within the authorised capital, with cancellation of the preferential subscription right of existing shareholders and without granting an irreducible allocation right to existing shareholders (the 'capital increase').

The company completed successfully the ABB. 1,487,603 new shares, which corresponds to approximately 5.5% of the outstanding capital prior to the capital increase, were placed with institutional investors at an issue price of 121.00 EUR per share. The issue price represents a discount of 4.3% compared with the last trading price on 03.03.2021 of 126.40 EUR per share. The gross amount of the capital increase amounts to approximately 180 million EUR.

The net proceeds will finance Cofinimmo's growth in European healthcare real estate, by refinancing investments completed over the past few months and by supporting further investments in the form of acquisitions and developments.

The issue, delivery and admission to trading on the Euronext Brussels regulated market of the new shares took place on 08.03.2021.

Since then, the company's capital amounts to 1,529,928,939.83 EUR and is represented by:

  • 28,549,520 shares without par value. All these shares confer a voting right at the general meeting of shareholders and represent the new denominator of the participation rates;
  • 1,502,196 bonds convertible in shares, issued on 15.09.2016.

In case of conversion of the convertible bonds a maximum of 1,643,933 shares conferring the same number of voting rights would be created.

2021 OUTLOOK

Rehabilitation clinic Kaiser Karl – estate. Bonn (DE)

Assumptions - internal factors

ASSET VALUATION

The fair value of the real estate portfolio included in the projected consolidated balance sheet as at 31.12.2021 corresponds to the fair value of the overall portfolio as at 31.12.2020, increased by the expenses for major renovations and the investments planned for 2021.

MAINTENANCE, REPAIRS AND MAJOR RENOVATIONS

The projections, produced per building, include maintenance and repair costs which are entered as operating expenses. They also include major renovation costs which are capitalised and covered by self-financing or debt. These expenses are included in the investments and divestments below.

INVESTMENTS AND DIVESTMENTS

In the context of the preparation of its 2021 budget, Cofinimmo determined its investment assumptions, which would amount to approximately 333 million EUR gross for the 2021 financial year. Their breakdown is as follows:

  • •investments in healthcare real estate in Belgium, France, the Netherlands, Germany, Spain, Finland, and Ireland in the amount of 312 million EUR, resulting from the construction of new units or the extension of existing units to which the Cofinimmo group is committed (95 million EUR), as well as new investments (for 123 million EUR and under due diligence for 94 million EUR);
  • •investments in office buildings for 17 million EUR, resulting from major renovations;
  • •investments in property of distribution networks in Belgium and the Netherlands for 4 million EUR, resulting from major renovation works on pubs and restaurants in the Pubstone portfolio.

Furthermore, divestments are planned for a total amount of approximately 113 million EUR, mainly in office buildings, but also in healthcare real estate and property of distribution networks.

The future projects are detailed on page 35 for healthcare real

RENTS

The rent projections take into account assumptions about tenant departures for each lease contract, analysed case-by-case. The ongoing contracts are indexed.

The projections also include the refurbishment costs, a period without tenants, rental charges and taxes on vacant surface areas which are applicable in the event of tenant departure as well as agent commissions to re-rent the premises. The rent projections are based on the current market, with no anticipated recovery or deterioration.

The property result also includes writebacks of lease payments sold and discounted for the gradual reconstitution of the full value of the buildings whose rents were sold.

A positive or negative change of 1% in the occupancy rate of the office portfolio would lead to a cumulative increase or decrease in the net result from core activities per share and per year of 0.03 EUR.

EXPENSES

The technical charges are estimated for each building, according to the identified needs, the age of the building and the type of contract they are subject to.

The corporate management costs are estimated by expenses type and take into account the group's growth.

The forecasted tax charge includes, on the one hand, the estimation of the recurring tax charges per company, and on the other hand, an anticipation of the identified tax risks.

Assumptions - external factors

INFLATION

The ongoing contracts are indexed. The inflation rate used for rent increases is between 0.9% and 1.4% (external data) depending on the country, for leases indexed in 2021.

The sensitivity of the projections to variations in the inflation rate is low for the period considered. A positive or negative change of 50 basis points in the expected inflation rate would lead to an increase or decrease in the net result from core activities of 0.04 EUR per share.

INTEREST RATES

The calculation of financial expenses is based on the future interest rate curve (external data) and the ongoing financing contracts as at 31.12.2020, increased by 120 million EUR. Given the foreseen hedging instruments, the average interest rate (margins included) should remain comparable to the 2020 rate.

Changes in the fair value of instruments used to hedge the financial debt are not modelled as they have no impact on the net result from core activities - group share, and cannot be customised. They are therefore included as nihil in the forecasts below.

CAVEAT

The projected consolidated balance sheet and income statements are projections which depend, in particular, on the evolution of the real estate and financial markets. They do not provide a guarantee and have not been certified by an auditor.

However, the Statutory Auditor, Deloitte Réviseurs d'Entreprises/ Bedrijfsrevisoren SC s.f.d. SCRL, represented by Mr Rik Neckebroeck, has confirmed that in his opinion, the forecast has been properly established on the basis of the assumptions made by the board of directors and that the accounting basis used is consistent with the accounting methods used by the group to prepare the financial statements.

If applicable, Cofinimmo will comply with article 24 of the royal decree of 13.07.2014, which requires the creation of a financial plan with an implementation schedule describing the measures intended to ensure that the consolidated debt-to-assets ratio does not exceed 65% of consolidated assets, as soon as this rate exceeds the 50% threshold. This plan must be sent to the FSMA (see also page 261).

Fire station – Antwerp (BE)

Consolidated outlook

Based on the information currently available and the assumptions detailed above, and barring major unforeseen events, Cofinimmo expects to achieve rental income net of rental charges of 274 million EUR leading to a net result from core activities - group share of 195 million EUR, i.e. 6.90 EUR per share for the 2021 financial year, an increase compared to that of the 2020 financial year (6.85 EUR per share), taking into account the pro rata temporis dilutive effects of the capital increases in 2020 (approximately 0.14 EUR per share), and of 08.03.2021 (approximately 0.30 EUR per share).

Based on the same data and assumptions, the debt-to-assets ratio would be around 45% at 31.12.2021.

A projection of the future market value of the group's buildings is uncertain. It would, therefore, be hazardous to venture a projection for the unrealised result on the portfolio. As it will depend on market rent trends, changes in their capitalisation rates and the expected cost of building renovations. As a reminder, the net result from core activities - group share does not include the result on financial instruments - group share, nor the result on portfolio - group share.

Changes in the group's shareholders' equity will mainly depend on the net result from core activities, on the result of financial instruments, on the result on the portfolio as well as on the allocation of dividends.

Dividend per share

The board of directors therefore intends to offer shareholders a gross dividend of 6.00 EUR per share for the 2021 financial year (i.e. a consolidated pay-out ratio of 87%, an increase compared to the proposed gross dividend of 5.80 EUR per share for the 2020 financial year.

This dividend represents a gross yield of 4.7% compared to the average market price of the share for the 2020 financial year and to a gross yield of 6.3% compared to the net asset value of the share at 31.12.2020 (at fair value).

The dividend must comply with article 13 of the royal decree of 13.07.2014 in the sense that the amount of the dividend distributed must be higher than the required minimum of 80% of Cofinimmo SA/NV's (non-consolidated) projected net profit for 2020. This article includes a waiver of the obligation to pay a dividend under certain circumstances. The group will, nevertheless, exercise its option to distribute under these circumstances, within the limits provided by article 7:212 of the Belgian CCA (previously article 617 of the company code).

Portfolio mix and outlook regarding the withholding tax

Based on the information currently available and the assumptions detailed above, and barring major unforeseen events, Cofinimmo expects that the share of healthcare real estate in the portfolio's fair value would reach 61% by the end of the 2021 financial year (compared to 59% at the end of 2020). However, this percentage is not the relevant criterion in terms of withholding tax.

Article 171, 3° quater of the 1992 Belgian Income Tax Code provides for a 15% withholding tax (instead of 30%) for "dividends that are distributed by (...) regulated real estate companies (...) provided that at least 60% of the real estate (...) is directly or indirectly (...) invested in assets that are located in a member state of the European Economic Area and used as or intended for care units or dwellings adapted to healthcare".

Furthermore, this article stipulates that "if the assets are not exclusively used as or intended for care units or dwellings adapted to healthcare, or only during part of the taxable period, only the share of the period and the surface area of the actual care units or dwellings adapted to healthcare will be eligible for the determination of the percentage" mentioned above. Lastly, the following is stipulated: "the King defines the detailed practical terms for proving the above-mentioned terms".

Since there is no royal decree to define these terms, Cofinimmo clarified the application of this article with the Administration.

The 60% threshold, which is relevant in terms of withholding tax, is currently not achieved; the estimated percentage as at 31.12.2020 is approximately 55%. The 60% threshold is to be assessed by calculating the average, over the financial year, of the percentages updated at the end of each quarter, with a view to distributing the dividend relating to that financial year which will take place during the following financial year.

6.90 EUR/share

FORECAST OF THE 2021 NET RESULT FROM CORE ACTIVITIES – GROUP SHARE

6.00 EUR/share

FORECAST OF THE 2021 GROSS DIVIDEND, PAYABLE IN 2022

STATUTORY AUDITOR'S REPORT ON THE FORECASTS

— 25 March 2021

For the attention of the board of directors of Cofinimmo SA/NV Boulevard de la Woluwe 58 - 1200 Brussels

Dear Sirs

92

Cofinimmo NV/SA

We report on the Net result from core activities - Group share of Cofinimmo SA/NV ("the Company") and its subsidiaries (together "the Group") for the 12 months period ending 31 December 2021 (the "Forecast"). The Forecast, and the material assumptions upon which it is based are set out on pages 88 to 91 of the 2020 annual report of the Group ("the 2020 Annual Report") issued by the Company dated 10 March 2021. We do not report on the other elements of the projected consolidated income statement, on the projected consolidated balance sheet nor on the projected dividend.

This report is voluntarily required upon request by the Board of Directors of the Company for the purpose to confirm the Profit Forecast has been compiled and prepared in accordance with the requirements under Section 11 of Annex 1 of the Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Commission Regulation (EC) No 809/2004 (the "Commission Delegated Regulation") and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the "Directors") to prepare the Profit Forecast in accordance with Annex 1 section 11 of the Commission Delegated Regulation.

It is our responsibility to form an opinion as to the proper compilation of the Forecast and to report that opinion to you.

Save for any responsibility arising under art. 26 of the Law of 11 July 2018 to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with Annex 1 item 1.3 of the Commission Delated Regulation, consenting to its inclusion in the registration document.

Basis of Preparation of the Profit Forecast

The Forecast has been prepared on the basis stated on pages 88 to 91 of the 2020 Annual Report and is based on a forecast for the 12 months to 31 December 2021. The Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Group.

Basis of opinion

We conducted our work in accordance with the International Standard on Assurance Engagement 3400 "The Examination of Prospective Financial Information" ("ISAE 3400") issued by the International Auditing and Assurance Standards Board ("IAASB"). Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Group. Whilst the assumptions upon which the Profit Forecast are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecast have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic.

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

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

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside Belgium, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion, the Profit Forecast has been properly compiled on the basis stated which is comparable with the historical financial information and is consistent with the accounting policies of the Group.

Declaration

For the purposes of art. 26 of the Law of 11 July 2018 we are responsible for this report as part of the registration document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the registration document in compliance with Annex 1 item 1.2 of the Commission Delegated Regulation.

Yours faithfully

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL Represented by Rik Neckebroeck

ESG report

Quartz office building – Brussels CBD (BE)

TABLE OF CONTENTS

Message to the stakeholders 95
Major trends and their impacts on the ESG strategy 96
Value chain 100
Dialogue with stakeholders 102
Environment 106
Energy intensity and GHG emissions 107
Mobility 110
Social 112
Human capital 113
Respect for differences and cultural diversity 113
Employee training 115
Employee safety and well-being 116
Community 118
Aesthetics, respect for public spaces and diversity of districts 118
Safety and well-being of occupants and subcontractors 120
Governance 124
Business ethics 125
Profitability for investors and access to capital 126
Innovation 136

MESSAGE TO THE STAKEHOLDERS

– Cofinimmo is one of the three companies listed on Euronext Brussels which have shown the strongest sustainable growth over the last decade. It has confirmed its ESG commitment through the implementation of its corporate project 30³, in order to contribute to the global objective of limiting global warming

JACQUES VAN RIJCKEVORSEL, CHAIRMAN OF THE BOARD OF DIRECTORS JEAN-PIERRE HANIN, CHIEF EXECUTIVE OFFICER

DEAR STAKEHOLDERS,

Cofinimmo, being a major real estate player in Europe, has been committed for more than ten years to a global ESG strategy and actively subscribes to the Paris Agreement concluded at COP21. The company believes it is possible to aim for a carbon neutral society by 2050 while guaranteeing the interests of all its stakeholders. Its project 30³, the objective of which is to reduce by 2030 the portfolio's energy intensity by 30% compared to the 2017 level, is part of this approach. Its level has already been reduced from 190 kWh/m² in 2017 to 163 kWh/m² in 2020.

In 2020, the group confirmed its ESG commitment by launching its corporate project and becoming a member of the Belgian Alliance for Climate Action (BACA), an open platform for Belgian organisations wanting to reduce their GHG emissions and increase their climate ambitions using the science based targets initiative. Thanks to this methodology, Cofinimmo was able to objectivise the effort to be made in order to contribute to the global objective of limiting global warming.

Cofinimmo has implemented an environmental management system, certified ISO 14001:2015 since 2008 and systematically renewed every four years since (and again very recently in July 2020), which the company uses throughout the life cycle of its portfolio. This certification guarantees that the company manages the environmental aspects of its activities, including its compliance with the environmental regulations in force, in a structured manner.

In order to meet the demand of its stakeholders, the group has also adopted a proactive approach when it comes to ESG benchmarks and questionnaires, which are sources of primary and objective data for many of its stakeholders. Throughout the year 2020, Cofinimmo has therefore obtained certifications and ratings from numerous agencies and institutions (CDP, GRESB, ISS ESG, EPRA, etc.). Obtaining these ratings is not an end in itself but confirms the solidity of Cofinimmo's ESG commitments and encourages the group to continue along this path.

Cofinimmo also pays particular attention to the coherence between its financial strategy and its ESG objectives. In May 2020, it reviewed its sustainable financing framework in order to incorporate the latest trends in the specific financing of sustainable assets which contribute to its sustainability strategy. In this context, in November 2020 the company issued a first benchmark-sized public sustainable bond for an aggregate nominal amount of 500 million EUR. The proceeds are entirely allocated to (re)finance sustainable assets.

In January 2021, Cofinimmo was one of the three nominees for the Sustainable Growth Award 2020, a prize based exclusively on measurable figures, awarded by Euronext Brussels and Guberna. Cofinimmo received a bronze award, which is proof that it is one of the companies listed on Euronext Brussels that have shown the strongest sustainable growth over the last decade.

Since the beginning of the COVID-19 coronavirus pandemic in March 2020, Cofinimmo has implemented several measures in the countries where the group is active to ensure the continuity of its activities, while making the health and well-being of all its stakeholders its priority.

The pandemic has highlighted the social pillar of its ESG strategy and a programme of targeted savings has been defined to finance various charities. Cofinimmo supported different initiatives aiming at fighting the pandemic and its effects in the healthcare sector in Belgium (operation #clapandact, Dr. Daniël De Coninck Fund), in France (programmes supported by Fondation de France), in the Netherlands (project supported by the Oranje Fonds foundation), and in Germany (Johanniter-Unfall-Hilfe supported by Aktion Deutschland Hilft).

This health crisis has shown us that, united, we can overcome the greatest challenges.

MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY

— Cofinimmo prepares for the world of tomorrow and integrates major societal trends into its strategy. The 17 United Nations Sustainable Development Goals (SDG) are part of the major trends which Cofinimmo takes into account

The COVID-19 coronavirus has shown us that, united, we can overcome the greatest challenges. A number of organisations, such as the World Economic Forum, are calling on businesses to build more sustainable economies and societies that are more resilient to pandemics, climate change and the many other challenges we face globally.

Cofinimmo positions itself as a driver for change in dealing with the challenges facing the built environment such as climate change, population ageing, growing urbanisation, changing technologies, and working practices.

The health crisis has highlighted some of the new opportunities that have arisen from the new trends in sustainability. Since 2010, Cofinimmo has been building more efficient buildings and managing them in a more cost-effective way in order to meet tighter regulations on energy performance.

Convinced that science-based climate action is the most effective way to achieve its objectives, Cofinimmo has confirmed its commitment to ESG in 2020 by validating the objective of the project 30³ through the science based targets initiative and by becoming a member of the Belgian Alliance for Climate Action (BACA). But Cofinimmo's commitment to ESG goes far beyond this. A good example is the materiality analysis, prepared for the first time in 2014 in accordance with the Global Reporting Initiative (GRI) guidelines, which is reviewed and refined on an annual basis since.

In 2020, Cofinimmo interviewed several investors in order to understand their needs. These interviews confirm, on the one hand, that investors are requesting more and more transparency in terms of the overall carbon footprint of the products they finance and, on the other hand, that they are convinced that governance is a powerful drive in the fight against climate change. The support of both the board of directors and the executive committee is therefore essential to transform the company's ESG ambitions into concrete projects. As a result of this dialogue with investors, Cofinimmo has reinforced its proactivity in terms of ESG benchmarks and questionnaires, which are primary and objective data sources for investors. For greater transparency, as stipulated in the TCFD's recommendations, Cofinimmo has also renewed its participation in the Carbon Disclosure Project. The answers are publicly available and describe in detail the risks and opportunities associated with climate change that have been identified.

The materiality analysis, shown on the infographics opposite, consists of 3 circles, each representing one pillar. The topics appearing in the 3 circles each represent a sustainability challenge for the company. Their position on the matrix reflects their importance, which is determined not only by the way the topic they represent is perceived by stakeholders but also by the impact this same factor could have in the long term, as estimated internally by Cofinimmo.

The area delineated by the inner circle contains the nine priority areas for action of the 21 areas identified internally. The most significant ESG risks are described in the risk factors (see page 6). The other topics in the materiality analysis are not considered to be a priority and lie outside of the circle. This does not reflect disinterest but can be explained by the fact that most of these topics are subject to fairly strict legislation that requires companies to deal with them, irrespective of the perception of their importance within the company. For example, Cofinimmo endeavours to reduce water consumption as much as possible by means of the introduction of remote meters, in the same way as it handles energy intensity and greenhouse gas emissions (GHG).

All the details of the actions carried out in 2020 and future objectives are listed in a dashboard (see pages 319-323). The link between the topics of Cofinimmo and the SDGs is listed in a cross-reference table (see pages 325).

17 UN goals to transform

Climate change represents a long-term risk. Over the next 30 years, it is expected to have a considerable impact on real estate and therefore affect most European real estate players (Source: Emerging Trends in Real Estate®, Climate Change, Europe 2020, PWC & Urban Land Institute). Meeting the GHG emission reduction targets set by the Paris Agreement at COP 21 is therefore a major challenge for real estate. Climate change currently has and will have in the future an impact on the level of capital to be invested, operating costs and the speed of obsolescence of real estate assets.

Cofinimmo's rationale for adopting science-based climate action and joining BACA is based on three fundamental messages:

  • businesses need to take more ambitious climate action now;
  • only by working hand in hand with all stakeholders can we lead the transition to a net zero emission economy;
  • science-based climate action is the most effective way to achieve the targets set.

Through its project 30³, aiming at reducing energy intensity of its portfolio by 30% by 2030, Cofinimmo intends to take up this challenge and thus sustain the value of its assets complying with the Paris Agreement. This project is the keystone to achieve the objective validated by the science based targets initiative.

Ageing population

The acceleration in the ageing of the population has an impact on current social models. This includes the increase in the retirement age, the organisation of healthcare, etc.

The growing healthcare real estate segment has to meet the expectations of an ever-increasing section of the population. This means healthcare buildings which are more flexible in accordance with the degree of autonomy of individuals, combined with suitable housing.

But what are the population projections for the EU-27? During the period going from 2019 to 2080, the share of population of working age is expected to decline steadily until 2060 before stabilising somewhat, while elderly people will likely account for an increasing share of the total population. Those aged 65 years or over will account for 30.8% of the EU-27's population by 2080, compared with 20.3% in 2019. As a result of the population shift between age groups, the elderly dependency ratio in the EU-27 is projected to almost double, going from 31.4% in 2019 to 55.7% by 2080. The total age-related dependency ratio is projected to rise from 54.9% in 2019 to 80.8% by 2080 (source: Eurostat, July 2020 data).

This trend is addressed by the core strategy of Cofinimmo, which, through its healthcare real estate segment, aims to meet the needs of society, specifically: offering housing to the elderly, whether ill, disabled or in rehabilitation phase; creating mixed neighbourhoods where each function co-exists in harmony; promoting the accessibility of buildings to people with reduced mobility and developing safe buildings where it is pleasant to live.

Growing urbanisation

According to the World Bank, in 2019, about 56% of the world's population lived in cities (Source: https://data.worldbank.org/indicator/). This figure has been rising steadily since the 1950s. In Europe, this figure is even higher. In France, for example, it reaches the level of 81%.

This urbanisation represents a major challenge in terms of integrating populations of different origins, providing food and shelter for all, but also in terms of mobility, pollution management, connectivity, etc.

This phenomenon has an impact on the way real estate is thought about. One of the consequences being, for example, the progressive decrease in the average housing size.

With an increased focus on health and safety, the COVID-19 coronavirus increased the need for lower density and more spacious environments, which will accelerate the growth of suburbs.

Mobility

In the context of increasing urban population, pollution and the fight against GHG emissions, mobility is gradually being rethought.

Cities such as Paris, Brussels, Antwerp, and Gent are starting to exclude the most polluting vehicles. Public transport companies are moving to electric vehicles. Initiatives are being taken to promote micro-mobility such as sharing less polluting bicycles, electric mopeds or scooters. Mobility is intended to be multimodal, flexible and scalable according to actual travel needs. Aware of this challenge, Cofinimmo multiplies its mobility initiatives by testing shared vehicle solutions and by setting up infrastructures for cyclists in its buildings.

The trend is also affecting real estate. The number of authorised parking spaces is decreasing in order to push abandoned vehicles out of the cities. More and more charging stations for electric vehicles are being installed. The number of bicycle racks is increasing. From a circular point of view, parking areas are built in such a way that they can eventually be reassigned to another use. Larger drop-off areas are provided for taxi services or parcel delivery vans.

The sharing economy

The awareness of part of the society of the importance of limiting its carbon footprint, the search for a more efficient and reasoned use of physical and financial resources, lead an increasing number of people and companies to embrace the principles of the sharing economy. They become product users rather than product owners or, in the case of real estate, sole tenants. In addition, this approach provides users access to flexible solutions which are more in line with their rapidly changing needs and avoids certain investment costs.

Many sharing applications already directly or indirectly impact the office real estate segment: shared meeting rooms in buildings and business parks, co-working areas, etc. The generalised rapid shift to teleworking at the beginning of the health crisis will continue to apply in the future, at least partially. As a result, some companies will reduce their footprint in order to cut costs. However, office tenants will seek to expand space for new forms of collaboration and interaction, while respecting social distancing measures.

The sharing economy also affects residential real estate. Housing with more communal areas is being built, sometimes for a very targeted group of users, like Generation Y, but also for senior citizens in the form of assisted-living units.

Well aware of this issue, Cofinimmo is innovating by creating shared spaces such as those clients find in office buildings in the form of Lounge®, shared meeting rooms or Flex Corner®.

The circular economy

Natural resources are limited. As a result of NGOs lobbying, circular economy initiatives are being promoted and even subsidised by the European Commission and certain countries, regions, and cities in Europe, so as to limit waste and increase the rate at which materials are reused. Every year in the European Union, nearly 14 tonnes of materials are used per person, and each citizen of the EU-27 generates, on average, nearly 400 kg of waste (Source: Eurostat, October 2020 data).

Aware of its impact during (re)development works, Cofinimmo seeks to select sustainable materials that can easily be recycled or, preferably, reused. This practice is in line with its reflection on the life cycle of its buildings. When buildings are demolished, the waste is also very strictly sorted. This is also the case in office buildings in operation, where every effort is made to promote sorting, and when possible, even going beyond legal requirements.

Well-being

In the countries where Cofinimmo is present, there is a gradual decrease in the proportion of working people due to population ageing, on the one hand, and to lower birth rates, on the other hand. This phenomenon should accelerate between 2020 and 2030. This situation is gradually leading to a talent war in which the winning company will be the one in a position to provide its employees with work-life balance, a degree of physical and mental well-being and, above all, meaningful work.

In this context, Cofinimmo seeks to offer its clients safety and well-being in its buildings. Innovative infrastructure is therefore made available and offered through partners. In particular, they comprise concierge-type services much like those found in the hotel industry. This includes, for example, play and relaxation areas, a fitness centre, personal services such as dry-cleaning, ironing, shopping home delivery, car wash, etc.

New types of certification are supplementing existing environmental certifications (BREEAM, LEED, HQE, etc.). They assess buildings according to their ability to meet human needs: access to quality air and water, daylight, healthy food, contact with nature, etc.

As a result of the health crisis, health and well-being will become more important factors in all areas of real estate. The industry will have to meet higher standards in terms of cleanliness and safety for tenants and customers to feel safe – and for them to come back especially in office buildings, pubs/restaurants. The new focus on personal security will lead to new services and technologies, which will enable the development of cleaner buildings, improved HVAC infrastructure, sensors, contactless entry and contact tracking applications.

Every effort is made to ensure a healthy and pleasant environment, and thus ensure the mental and physical well-being of the occupants.

Digital transformation

In the medium term, the health and economic crisis will accelerate the inevitable digital transformation of the construction and real estate sectors. More than ever, the survival of construction and real estate companies will depend on their ability to adapt, which will include the adoption of new technologies. The Internet of Things, augmented reality, artificial intelligence and digitalisation are all promising avenues that demonstrate the extent of the impact of evolving technology in the real estate sector. Technology makes it possible to go beyond the automation of repetitive tasks and today provides support in more complex intellectual processes, in customer relations, in equipment maintenance, in the management of breakdowns and in energy management.

When renovating its buildings, Cofinimmo provides for the integration of these new technologies. The chosen technologies aim to manage energy more efficiently and in doing so, to reduce GHG emissions of the buildings.

Generalised telework is seen as the ultimate test of the digital transformation in the workplace. Teleworking policies implemented in companies which have invested in digital capabilities are actually very popular among employees.

Since the lockdown in March 2020, a generalised teleworking system was implemented at Cofinimmo without any problems, with an emphasis on employee cyber-security awareness and training.

Evolving technology in healthcare

Technology is enabling a gradual shift from curative to preventive medicine. The appearance of remote monitoring devices and portable sensors enables doctors to have a more dynamic picture of their patients' health and, whenever possible, to more quickly adapt their treatment based on their condition. These sensors can even automatically send a message to emergency services if there are serious anomalies in a patient's vital signs. All these possibilities have an impact on healthcare infrastructure, as hospital stays are now shorter.

Other types of healthcare real estate properties are being developed to meet the needs of an ageing population, which nevertheless remains very autonomous: rehabilitation centres, day centres, etc. This new generation of senior citizens wants to stay in their own home as long as possible. The changes in healthcare technology will make this possible. However, it will require flexible housing design that can evolve according to a person's stage in life.

VALUE CHAIN

— Financing, skills and sustainable materials which have a positive impact on the customer relation in the long term

Financing

100

Cofinimmo's mission is to enable its shareholders to make longterm, low-risk and socially responsible investments that generate a recurring, predictable and growing stream of income, fuelling dividends and encouraging a return to the community. It must also have access to financing sources that are sufficiently diversified and at the lowest possible cost to reduce the refinancing risk at debt maturity and to guarantee the company's sustainability.

In May 2020, Cofinimmo reviewed its sustainable financing framework in order to incorporate the latest trends in the specific financing of sustainable assets. Vigeo Eiris confirmed in its Second Party Opinion that this financing framework was in line with the 2018 green bond principles, social bond principles and green loan principles. Under this framework, Cofinimmo can issue a variety of sustainable financing instruments, including bonds, convertible bonds, private placements and (syndicated) banking loan facilities. The proceeds have been directly fully allocated to various green & social assets. The list of selected assets for each of the financing operation is available in chapter 'Profitability for investors and access to capital' (see pages 126-135).

Skills

To implement projects which have an environmental impact, whether it be the extension of a nursing and care home or the conversion of an office building, Cofinimmo has an ISO 14001:2015-certified environmental management system running throughout the life cycle of its portfolio (including its head office).

On 30.07.2020, Vinçotte renewed Cofinimmo's ISO 14001 certification for the fourth consecutive time. This certification was granted for the first time in 2008 and has been systematically renewed since. It guarantees that the Cofinimmo group has not only set up an environmental management system, but also that it manages in a structured manner the environmental aspects of its activities, including its compliance with the environmental regulations in force.

The levers applied at the different stages of the assets' life cycle vary by business segment (see table below).

Healthcare real estate Distribution networks, PPP Offices
Acquisition
Design
Construction
Marketing
Operational management
Development

Cofinimmo's influence: low medium high

Cofinimmo's influence is described in detail and by segment in the management report (see pages 32, 46, 50 and 52-53).

Materials management

Cofinimmo has implemented a life cycle analysis (LCA) procedure that is intended to be very qualitative. Reflection starts from the design (or redevelopment) phase of a building and helps make sustainable choices on the construction principles (demolition or refurbishment) upstream, the materials to be used and the programme to be carried out for the works (reuse of the internal elements). It also takes into account the building's future development potential. This method is backed by the BREEAM certification and the ISO 14001 standard. When combined with other tools, such as Building Information Modelling (BIM), LCA makes it possible to map, evaluate and budget all the components of a building prior to starting works on the site.

DIALOGUE WITH STAKEHOLDERS

102

— As a real estate company and through its listing on the stock market, Cofinimmo enables as many people as possible to invest indirectly in real estate. Aware of the impact of its activities, it maintains a regular dialogue with its stakeholders at every stage of a building's life cycle

Nadia Carobbio – Receptionist – Cofinimmo

From the design stage and the permit application, Cofinimmo organises consultation meetings with, among others, local residents, local government, and retailers. The aim is to strike a balance between the interests of each stakeholder, in particular by taking into account the importance of respecting protected natural areas, heritage conservation, traffic in the neighbourhood, retail activity, residents' well-being, etc. It also considers the needs of future occupants and a sufficient level of profitability to compensate its investment.

In the building operation phase, Cofinimmo regularly meets with its clients to assess their needs and their satisfaction levels.

It also greatly values the motivation and commitment of each of its employees, in particular by ensuring transparent and proactive communication, performance appraisal, individual and team coaching, training processes, work-life balance, accountability, etc.

In some cases, Cofinimmo interacts with its stakeholders in multiple ways: a banker can, for example, be a capital provider and, at the same time, a building tenant or even a local resident.

Each department of Cofinimmo is responsible for identifying and interacting with its own stakeholders. The company's policy in terms of good conduct, included in its corporate governance charter, provides guidelines to each employee. The communication department is there to guide and assist each department, where appropriate, in its dialogue with its stakeholders.

Cofinimmo strives to improve the exchanges with each stakeholder on the material subjects relating to its activities, and to take them into account in its decision-making process. It also firmly believes that the involvement of stakeholders is essential in order to innovate and ensure its long-term success.

But who are Cofinimmo's key stakeholders?

Shareholders and investors

INDIVIDUAL OR INSTITUTIONAL SHAREHOLDERS AND FINANCIAL INSTITUTIONS

As a stock market listed company, Cofinimmo has a duty to have a transparent dialogue with all its investors and to ensure they receive the same information.

The people primarily responsible for this dialogue are first and foremost the members of the executive committee and, more specifically, the CEO and the CFO, assisted by the external communication, finance, and ESG departments.

In 2020, Cofinimmo participated in about 20 roadshows, conferences, and other events bringing the company and investors together. During these roadshows/conferences, it was able to meet approximately 200 institutional investors and to answer their questions on the company's strategy.

Clients and occupants

HEALTHCARE PROPERTIES OPERATORS, RETAILERS, PUBLIC SERVICES, OFFICE TENANTS AND OTHER OCCUPANTS

Depending on the business segment, the first contact that a client has with Cofinimmo is with the sales team or the property managers. The aim of the sales staff is to be able to best meet the needs expressed by the client before a space is leased, while that of the property managers is to ensure the client's comfort and satisfaction throughout the period of occupancy of the building. If necessary, the project management team is available to carry out improvement works on tenants' premises or to initiate more structural projects in the case of healthcare real estate.

In the healthcare real estate segment, in Belgium, France and the Netherlands, the client also receives visits from Cofinimmo's property managers or their representatives. In Germany, Cofinimmo has signed outsourcing agreements for the technical property management of buildings because the buildings are geographically dispersed. Each building is visited at least once a year to establish a proactive dialogue with the operator. In Finland, Cofinimmo also concluded outsourcing agreements with a local real estate manager. The main reasons for this are the requested local knowledge and the absence of Cofinimmo offices in Finland. The number of visits therefore ranges from one per month to one every six months, depending on the asset and the type of contract. In Spain, services are currently defined.

In the office segment, the client meets with a Cofinimmo employee in person at least once a year. In reality, there may be quarterly or even more frequent contacts if telephone conversations and e-mails are included. The client can also contact the company via the service desk, which is available 24/7. In 2020, the service desk responded to 6,475 client requests. This number is considerably lower than the previous year (about 10,000) which can be explained by a lower occupancy rate of buildings due to teleworking, which was implemented to contain the COVID-19 outbreak.

Employees

Due to the size of the company, which currently counts approximately 140 people, employees have regular contacts with the human resources manager or one of the members of the executive committee. Information meetings, open to all employees, are regularly organised and enable discussion with members of the executive committee.

In 2020, the results of the employee engagement survey were analysed. In total, 73% of employees responded to the survey, which is above the sector average of 67%. The overall engagement score was 66%, which is slightly below the sector average of 70%. An action plan was put in place based on the topics raised by employees.

The half-year and early-year individual performance appraisals are an opportunity to discuss more formally the expectations, role, and objectives of each employee within the company.

The right to freedom of association and collective bargaining is provided through mandatory social elections. These elections are held every four years. However, in the absence of candidates, there has been no union representation to date.

Cofinimmo is committed to managing reorganisations responsibly. The minimum notice period for operational changes is six weeks. No reorganisation has taken place in recent years.

Céline Vermeylen – HR officer – Cofinimmo

Suppliers of goods and services

DEVELOPERS, CONTRACTORS, SERVICE PROVIDERS, FACILITY MANAGERS, REAL ESTATE AGENTS, SOLICITORS, CONSULTANTS

Cofinimmo works with more than 1,900 suppliers, the 20 largest of which account for approximately 65% of expenditure. These are primarily contractors responsible for the (re)development of buildings and companies that carry out regular maintenance on buildings (technical maintenance, energy supply, cleaning, etc.).

There are many interactions with all the suppliers of goods and services. From the design phase of a building being (re)developed, Cofinimmo organises meetings with the architects and, where appropriate, the contractors. Subsequently, in the construction phase, site meetings are held on a weekly basis. These make it possible to assess the works progress, to make decisions on certain issues based on unforeseen factors encountered, and to ensure the safety of all the people involved.

In the operation phase, Cofinimmo meets on a monthly basis with the companies responsible for the maintenance of the technical installations of the buildings it operates. These meetings are an opportunity to, among other things, discuss the best way to ensure the comfort of the occupants and the safety of the technicians, to carry out the maintenance of the installations, and to limit energy consumption.

Supervisory authorities

FINANCIAL SERVICES AND MARKETS AUTHORITY (FSMA), THE NATIONAL BANK, AUDITORS, MUNICIPAL, REGIONAL AND FEDERAL AUTHORITIES

As a Belgian listed company, Cofinimmo contributes to the economic life of the countries in which it is active, in particular through the payment of taxes and duties.

It maintains numerous relationships with the public authorities by which it is supervised to ensure the proper payment of taxes and the transparency of the financial information published. These contacts are maintained with the finance team, but also with the operational teams. Discussions with the authorities take place on an ad hoc basis: during applications for building, planning, or environmental permits, for the validation of published financial information, and for audits of the financial statements, etc.

Media, financial analysts

Through the 47 press releases and the half-yearly and annual financial reports which it published in 2020, Cofinimmo reached the entire financial world with an interest in its activities. All this information is available in three languages (French, Dutch, and English) on its website. The press releases relating to its operations in Germany, Spain, and Finland are also published respectively in German, Spanish, Finnish, and Swedish.

To follow the volatility and impact of social media, Cofinimmo is active on Twitter and LinkedIn. Together these represent 9,280 followers. In 2020, Cofinimmo published 48 posts on LinkedIn and 43 posts on Twitter.

Civil society, local communities

LOCAL RESIDENTS, CIVIL SOCIETY ASSOCIATIONS, ETC.

Cofinimmo pays close attention to its impact on civil society. In order to monitor its impact, Cofinimmo regularly takes part in conferences linked to its activities, gives interviews with journalists or agrees to help university students in the context of their academic work. The company is also a member of associations such as, for example, The Shift, in which both businesses and NGOs participate. These forums are an opportunity to reflect on the potential improvement of its sustainability policy. In 2020, Cofinimmo contributed to a seminar on the topic of a positive approach through commitment in order to facilitate sustainable investments.

The Shift is the national touch point for the world business council for sustainable development (WBCSD) and the UN global compact (UNGC). Over 480 organisations from different sectors are members of this network: businesses, NGOs, associations, universities, public bodies and other key players in society.

Stakeholders: expectations and responses

Stakeholders Expectations Responses
SHAREHOLDERS AND INVESTORS:
individual and institutional shareholders,
financial institutions
CUSTOMERS AND OCCUPANTS:
healthcare real estate operators, retailers,
• A regular, predictable, and growing dividend;
• The protection of the invested capital;
• A moderate risk profile;
• The provision of transparent financial
information;
• A long-term relationship;
• A socially responsible investment;
• The reimbursement of the debt and the
payment of interests.
• A building in line with the specific needs of
their activities;
• A clear investment policy in the three business
segments: healthcare real estate, distribution
networks and PPP, and offices;
• A search for income over the long term;
• Transparent financial information, audited by the
external auditor, governed by the regulations, and
supervised by the Financial Services and Markets
Authority: annual report, participation to investor
fairs, general meeting, etc.;
• Full application of the corporate governance code.
• A team of professionals active in various real estate
fields: sales representatives to fully understand
public services, office tenants and other
occupants
• The ability to innovate in order to meet
changing needs;
• Rents in line with their financial potential and
transparent information on their rights prior to
the signature of a lease;
• Control of rental-related expenses;
• A trustworthy, stable landlord;
• Sustainable buildings which guarantee
well-being and comfort.
customers' needs, project managers to ensure the
buildings' construction quality, property managers
to ensure efficient management of buildings in
operation, and control of rental expenses.
• A commercial offer with clear and transparent
clauses.
EMPLOYEES • Pleasant working conditions;
• Fair treatment;
• A guaranteed, stable, and attractive wage
grid;
• A skills development plan (training, career
prospects, etc.);
• Management with strong ethical values, a
sense of leadership and the ability to listen.
• A policy on good conduct;
• A performance appraisal system between an
employee and his/her manager addressing tasks,
their execution, working conditions, and aiming at
improving work quality through the conclusion of
agreements;
• Access to training;
• Regular employee surveys;
• Fair treatment.
SUPPLIERS OF GOODS AND SERVICES: • Collaboration opportunities; • Clear specifications and tender rules;
developers, contractors, service providers,
facility managers, real estate agents,
solicitors, consultants
• Compliance with purchase orders and
signed contracts: product and service prices,
payment deadlines, etc.;
• A healthy, well-balanced commercial
relationship;
• Respect for suppliers' staff.
• Acceptance of the products and services delivered
agreed upon by both parties;
• Payment of agreed amounts within the agreed
deadlines;
• Openness to dialogue in the event of a dispute;
• A policy on good conduct that includes supplier
relationships.
SUPERVISORY AUTHORITIES:
the Financial Services and Markets
Authority (FSMA), the National Bank,
auditors, municipal, regional, and federal
authorities
• Compliance with the laws and regulations
in effect, particularly those governing town
planning and environment;
• Open dialogue through professional
associations;
• Compliance with public space planning rules.
• Financial publications and press releases that
meet regulatory requirements;
• Timely transmission of information on the
transactions carried out to enable the supervisory
authority to review them without undue haste;
• Compliance with the legislation and procedures in
effect and the forms required by the authorities.
MEDIA, FINANCIAL ANALYSTS • Accurate, reliable information and timely
dissemination.
• Annual reports, press releases and other
publications;
• Participation in interviews, round tables, debates,
and roadshows;
• Press conferences;
• Non-financial ratings.
CIVIL SOCIETY, LOCAL COMMUNITIES:
local residents, civil society associations,
etc.
• A response to society's actual real estate
needs;
• A contribution to citizens' well-being;
• Improvement of urban quality of life and
harmony;
• Payment of taxes.
• Investment in segments that represent a demand
and respond to a present and future societal
challenge (healthcare real estate, PPP);
• Respect for the neighbourhood when refurbishing
buildings or during new developments;
• Citizens' initiatives supported by Cofinimmo's
employees.

ENVIRONMENT

Nursing and care home Rivierenbuurt (under renovation – The Hague (NL)

Energy intensity and GHG emissions

– In Europe, the real estate sector is responsible for 40% of greenhouse gas (GHG) emissions. In light of this fact, Cofinimmo wishes to limit the emissions resulting from the operation of the buildings in its portfolio and strives to ensure these offer optimal energy performance

The European Union's commitment to reduce its GHG emissions was reinforced in 2020 by the Green Pact for Europe. Building and renovating in an energy and resource-efficient way is one of the policies that will bring about major changes to transform the EU economy for a sustainable future.

Cofinimmo, being a major real estate player in Europe, has been committed for more than ten years to a global ESG strategy. The group believes that it is possible to aim for a carbon neutral society by 2050 while guaranteeing the interests of all its stakeholders.

Its project 30³ is part of this approach. The objective of this ambitious project is to reduce the energy intensity by 30% (compared to the 2017 level) by 2030 to achieve the level of 130 kWh/m². To achieve this objective, a 360-degree approach, taking into account the entire life cycle of buildings, will be applied.

This corporate project concerns both the office and healthcare real estate segments, as well as all activities managed directly within the company such as disposals and acquisitions, development, project management, and day-to-day management of the buildings.

REDUCE

Reducing energy intensity starts with a better understanding of the building portfolio. With this in mind, Cofinimmo is gradually, and more optimally, recording the consumption of the buildings' facilities. The action plan, implemented since 2013 in the office segment, was completed in 2018. For this purpose, these buildings are equipped with remotely readable meters.

8.8%

RENOVATION OF THE PORTFOLIO (EXCLUDING NEW CONSTRUCTIONS, EXTENSIONS AND ACQUISITIONS) FOR 2025.

130 kWh/m²

ENERGY INTENSITY TARGETED BY 2030.

75%

SURFACE AREAS COVERED BY A SUSTAINABLE COLLABORATION AGREEMENT BETWEEN COFINIMMO AND THE TENANT, IN ALL SEGMENTS BY 2021.

157 tonnes of CO2 per million EUR1

GHG EMISSIONS INTENSITY IN RELATION TO THE REAL ESTATE RESULT.

-16.4%

DECREASE IN GHG EMISSIONS.

-9.3%

DECREASE IN ELECTRICITY CONSUMPTION.

-4.9%

DECREASE IN FUEL CONSUMPTION.

163 kWh/m²

ENERGY INTENSITY.

  1. In the context of a carbon tax at 44.60 EUR/ton CO2 , (Source: 'ADEME'), this corresponds to a tax of 1.8 million EUR.

These connect the facilities to the energy accounting software. Some operators from the healthcare real estate portfolio have taken the same step and automatically record their consumption. In 2019, a study was launched to equip the remaining healthcare real estate portfolio with automatic consumption recording systems.

Cofinimmo believes that landlords and tenants have a shared interest in reducing the environmental impact of a rented space. Building occupants are responsible for managing their own consumption, which is why Cofinimmo raises its tenants' awareness through a sustainable collaboration agreement which makes it possible to share consumption data and to implement initiatives to reduce it. When appropriate, this agreement is formalised by a green clause, a green charter, a proxy, or a simple exchange of emails for existing leases. Since 2020, a green clause has been included in each new lease. All the consumption data from all the shared spaces managed by Cofinimmo, as well as the private consumption data voluntarily provided by the different tenants, are collected with the energy accounting software. As at 31.12.2020, 52 tenants have accepted a sustainable collaboration agreement covering 63% of the portfolio of which the energy consumption is known. All the energy intensity and GHG emissions data are available in chapter 'Key EPRA Performance Indicators' (see pages 299-318).

Cofinimmo has adopted the performance indicators advocated by the European Public Real Estate Association (EPRA). There are 28 of them, they correspond to 21 GRI standards drawn from the Global Reporting Initiative and give a truly clear picture of the performance of the various buildings from year to year.

PREVENT

What is the best way to actively participate in global efforts to reduce GHG emissions in the real estate sector? It is a matter of preventing energy consumption through the redevelopment

ENERGY INTENSITY

Buildings with a better energy performance are more attractive from a commercial point of view. They offer occupants greater comfort for a lower level of rental-related expenses. The consumption reports for Cofinimmo are available since 2010 and show a decrease in energy intensity of 25%, all segments combined.

or major renovation of the portfolio (3,6% of the total portfolio in 2020). Cofinimmo therefore strives to go as far as possible in terms of energy intensity, often beyond legal requirements but within the scope of the desired economic profitability. The approach of reducing consumption differs by segment. For the healthcare real estate segment, Cofinimmo's involvement is focused on raising tenants' awareness. For offices, Cofinimmo is often involved in the construction/renovation phase and in the day-to-day management of a majority of buildings. This situation enables to have an influence on consumption as soon as the building is occupied. In the distribution networks segment, Cofinimmo completed 92 interventions in 2020 as part of its sustainability approach.

In the portfolio under operational control, the levers for initiatives in terms of emissions reduction go beyond renovations. A fiveyear plan ensures that maintenance work aiming at reducing the portfolio's energy intensity is planned. Operational management in collaboration with technical maintenance companies aims to proactively improve the energy performance of buildings.

RENEWABLE SOURCE

Although reducing and preventing energy consumption are always a necessity, the overall goal worldwide is to increase the share of renewable energy. Cofinimmo signed a contract for the supply of electricity from renewable sources for surface areas under operational control in the healthcare real estate and office segments. This electricity from renewable sources is produced off-site and the GHG emissions linked to this contract are therefore reduced to 0. The photovoltaic panels installed in 19 buildings of the portfolio together produce 2,219 MWh per year. All the on-site produced energy is used internally. However, legal constraints make it difficult to expand production. As such, photovoltaic projects, implemented under a third-party investor scheme, release Cofinimmo of all responsibility as an energy supplier, while making it possible to exploit surface areas that cannot be used for other activities but also reduce the liquidity of the portfolio. This formula is therefore only applied by way of exception. In the healthcare real estate segment, operators also participate in third-party investor projects for the installation of photovoltaic panels and other equipment with a positive impact on the net energy requirement.

CARBON FOOTPRINT OF COFINIMMO'S HEAD OFFICE

The total carbon footprint of the head office has been analysed since 2009 and includes direct and indirect emissions associated with infrastructure and mobility, as well as indirect emissions associated with waste and equipment.

In 2020, the total footprint was 517 tonnes CO2 e (-25% compared to 2009 and -29% compared to 2019). Indeed, the health crisis has had a strong impact on emissions associated with mobility thanks to generalised teleworking. The reduction in the footprint per FTE is -37% compared to 2009 and amounts to 4.1 tonnes CO2 e/FTE.

A green mobility policy is being implemented in order to continue to reduce emissions associated with mobility after the resumption of business operations at the head office. More details can be found in the chapter 'EPRA performance indicators' (see page 309).

COFINIMMO'S HEAD OFFICE - FOOTPRINT PER SCOPE IN 2020 (% emissions in tonnes CO2 e)

COMMITTED TO ACT ON CLIMATE CHANGE

The Belgian Alliance for Climate Action is a joint initiative of The Shift and WWF. It is an open platform to Belgian organisations, regardless of their size or sector of activity, which want to reduce their GHG emissions, raise their climate ambitions and use science based targets (SBT) to achieve their climate objectives. In total, more than 70 organisations in Belgium have already joined the Alliance, committing themselves to aligning their activities with the objectives of the Paris Agreement, i.e. to limit the global temperature rise to well below 2°C and to maintain their efforts to limit it to 1.5°C. WWF, co-founder of the science based targets, will provide expertise to the members of the alliance in terms of target setting and will also liaise with other climate alliances around the world.

Cofinimmo has increased its ESG ambitions by launching its project 30³. The objective of this project has been established in accordance with the science based targets methodology, which enabled the group to objectivise the effort to be made in order to contribute to the global objective of limiting global warming. It follows on from the many ESG initiatives launched by Cofinimmo over the past ten years and is in line with the Paris Agreement concluded at COP21.

To limit the financial risk associated with climate change, Cofinimmo applies an approach with 7 levels:

  • acquisition policy with an average energy intensity of 85 kWh/m²;
  • renovation projects with a maximum energy intensity of 50 kWh/m²;
  • maintenance works to reduce the energy intensity of the existing portfolio by an average of 10%;
  • operational management in collaboration with suppliers to improve the energy performance of existing assets;
  • proactive dialogue with tenants;
  • sustainable financing framework based on a list of eligible green and social assets;
  • implementation of the ESG policy.

Convinced that science-based climate action is the most effective way to achieve its objectives, Cofinimmo confirmed its ESG commitment in 2020 by validating the objective of the project 30³ according to the science based targets initiative (SBTi). Cofinimmo had already been considering this step for several years, but had first to refine the GHG accounting and reporting methods.

A bottom-up approach based on the actual performance of each individual asset in the portfolio enables to objectify the effort to be made to contribute to the global objective which consists of limiting global warming to a maximum of 1.5°C. Worldwide, only 1,000 companies have an objective validated through SBTi.

The objective for 2030 will be highlighted by means of clear intermediate milestones while setting the objectives for 2050 or even earlier.

Nursing and care home Paul Delvaux – Brussels (BE)

Mobility

– Since the introduction of the Cobrace legislation ('Code Bruxellois de l'air, du climat et de la maîtrise de l'Énergie' - Brussels Code for air, climate, and energy management), which aims to reduce the number of parking spaces available around office buildings in order to discourage workers from commuting by car, mobility has become a major challenge for companies in general and for the real estate sector in particular

The increase in car traffic makes driving in the city more difficult and creates discomfort for local residents due to the increase in air and noise pollution. In recent years, many European countries have introduced low-emission zones in major cities such as Paris, Brussels, Antwerp, or Ghent, which started to exclude the most polluting vehicles.

Although reducing the use of cars to the benefit of alternative means of transportation (e.g., electric vehicles) has a positive impact on the environment and everyone's well-being, this requires the implementation of specific measures. Encouraging the use of electric vehicles, for example, will not be possible without the introduction of charging terminals for staff. But the introduction of specific equipment does not stop there.

INFRASTRUCTURE FOR CYCLISTS

18%

OF BICYCLE PARKING SPACES AVAILABLE IN THE OFFICE SEGMENT.

ELECTRIC VEHICLE CHARGING TERMINALS 2%

OF CAR PARKING SPACES EQUIPPED WITH CHARGING TERMINALS IN THE OFFICE SEGMENT.

SHARED AND PUBLIC PARKING SPACES 4%

OF PARKING SPACES AVAILABLE IN THE OFFICE SEGMENT.

London Tower office building (Parkbrug) – Antwerp (BE)

FACILITATING THE TRANSITION TO A CLEANER MOBILITY

Over the last few years, the number of companies which have introduced a genuine mobility policy in their strategy has been steadily increasing. Key measures include the possibility for employees to combine a company car with a bicycle and/or a season ticket for public transport, or the provision of shared facilities for all staff.

Although the health crisis has accelerated the development of cycle lanes in Brussels and increased the popularity of cycling, the bicycle, especially in its electric version, had already become a real competitor to the car for commuting journeys between 10 and 20 km. However, if this trend is to continue over time, it will have to be accompanied by an improvement in the facilities for cyclists in office buildings, such as the provision of a sufficient number of bicycle parking spaces, preferably covered, but also showers, with or without storage lockers.

Another way of limiting the number of cars in the city is to promote carpooling or reduce the number of parking spaces available upon arrival. In this context, some companies, including Cofinimmo, have set up a carpooling platform within the company. The platform connects employees who live in the same area through a notification system, and also enables the human resources department to manage the reimbursement of kilometres travelled by cyclists.

But for many, cutting down on travel goes hand in hand with a new approach to work.

  • Gradually improve infrastructures for cyclists;
  • Examine the gradual conversion of 1,200 parking spaces into public parking spaces as permits are being renewed, following the Cobrace regulations;
  • Improve the average GHG emissions of the fleet.

CO-WORKING AND TELEWORKING

The most recent trends show that mobility is now inseparable from concepts such as co-working and teleworking. More and more people are no longer considering traveling to work every day. In fact, we estimate that almost 20% of the working population has the opportunity to work two to three days a week from home or in a quiet place outside the office. It is therefore in the interest of companies to take the necessary steps to develop a policy which aims at improving the mobility of their employees. Moreover, companies that provide an infrastructure to support teleworking have seen a 20% reduction in absenteeism.

Real estate companies must therefore reflect on the future needs of the real estate sector, taking into account the fact that urban and peripheral transfers are increasingly difficult, that they generate both air and noise pollution, and that mobility-related GHG emissions account for more than half of the ecological footprint of buildings.

A CHALLENGE THAT ALSO AFFECTS THE HEALTHCARE REAL ESTATE SEGMENT

Mobility also plays a role in the healthcare real estate segment. Indeed, a building accessible by public transport is not only more interesting for occupants, who can therefore expand their social network and get around more easily, but also for visitors and staff.

In the years to come, means of transportation and work habits will have to change drastically. It is therefore essential that companies in general, and the real estate sector in particular, prepare for tomorrow's world. Companies, such as Cofinimmo, which are already thinking about new societal trends and integrating them into their strategy will therefore be one step ahead of companies which adopt a more wait-and-see approach.

Hanna De Groote – Head of ESG – Cofinimmo

Human capital

RESPECT FOR DIFFERENCES AND CULTURAL DIVERSITY

– Cofinimmo firmly believes in the appeal of diversity (cultural, generational, linguistic, gender, etc.) for both the company and the community, and encourages equal opportunities which are a fundamental value of democracies

Diversity within Cofimmo is reflected in initiatives in the field of recruitment, staff management and external positioning of the company (see page 179 of this document).

Whether internally or when interacting with all the players it deals with, Cofinimmo has long since adopted a high level of ethics, an essential prerequisite for diversity, non-discrimination and respect for individuals, institutions, and the law.

This involves:

  • good conduct policy;
  • well-known values: connectivity, accountability, and customer experience;
  • right to and promotion of self-expression, information, and personal development for all employees.

General principles of recruitment and selection

At all stages of the selection process, Cofinimmo's objective is to check the candidates' suitability for the position and the company, as well as their motivation, without any other consideration that could be described as discriminatory.

During selection interviews, Cofinimmo undertakes not to express any evaluation, judgement, or criticism, and not to ask candidates any questions which might be considered discriminatory or vexatious, given their values, personal and family choices and lifestyle.

Cofinimmo has the success and well-being of its staff at heart and refrains from hiring people who may not achieve the desired levels of success or well-being. In order to prevent mismatches when recruiting new employees, Cofinimmo may objectify the selection process by using non-discriminatory assessment tests, being of a behavioural or other nature. If Cofinimmo calls on an external operator for this assessment, it ensures that the latter has the skills, methods, and selection tools adapted to the requirements of the position, and that the persons responsible for evaluating candidates adhere to the principle of non-discrimination.

79% WOMEN/MEN REMUNERATION RATIO BETWEEN GENDERS AT EMPLOYEE LEVEL

Information on job vacancies and subcontracting

When Cofinimmo publishes advertisements in order to bring its job vacancies to the attention of the public, the content of these advertisements does not include any term, reference, or criterion of a discriminatory nature. If Cofinimmo calls upon intermediates, being recruitment and selection professionals, it first ensures that they adhere to the principle of non-discrimination and that they apply it at all stages of the procedure.

Reduced mobility

Cofinimmo expresses its desire to give equal consideration to the recruitment of a person with reduced mobility for a position whose content is compatible with this disability. Cofinimmo will make all reasonable arrangements to facilitate access to its premises and to the workstation to promote the success and well-being of staff with reduced mobility.

Welcome and on-boarding

Irrespective of the position held and its hierarchical level, Cofinimmo applies CLA 22 so that each new employee can integrate quickly and harmoniously into the company.

Irrespective of his or her position and hierarchical level, each employee leaving Cofinimmo may freely express the reasons for his/her decision to his/her superior and/or the human resources department during an exit interview.

Information and working tools

Cofinimmo believes it to be essential that all its employees, without distinction, have the information they need to carry out their duties, understand those of their manager and colleagues, and keep abreast of developments in the company.

The company's labour regulations are made available to all employees on the intranet and the company regularly organises information meetings where all employees - or some of them, depending on the topics addressed - are invited and given the opportunity to speak up.

Cofinimmo offers its staff the most modern and best-adapted tools, procedures, and working methods so that they can succeed in their position with an optimum level of comfort and well-being.

Cofinimmo regularly ensures that employees with a management function continue to master their function and that they continue to do so in the spirit of the principles of equality and diversity within Cofinimmo.

Compliance with regulations

Discriminatory practices and homophobic, xenophobic, or racist remarks, whether made internally or towards people outside Cofinimmo, are prohibited and are subject to sanctions. The same applies to the connection to xenophobic or racist websites at work, or to the use of discriminatory or vexatious language in emails.

The support person designated within Cofinimmo is attentive to the proper application of the principles of equality and diversity and prepares a summary report once a year on the cases handled anonymously and confidentially.

A complaint mechanism for freedom of association and collective bargaining, including confidential channels such as the support person, is available. Procedures are communicated to all employees on a regular basis and during on-boarding. Progress reports on individual cases are shared with the executive committee. In 2020, no cases were reported.

Remuneration policy

The salary package Cofinimmo offers its employees is based of identical criteria for every employee and takes into account an objective classification of duties. It includes, among other things, a benefit plan, a profit-sharing plan and, since 2009, a non-recurring bonus tied to the company's results.

Given the issues of traffic jams and work-life balance, employees express the need to organise their time more optimally. In order to meet these requests, and to enable them to work remotely in an effective manner, Cofinimmo has provided them with IT solutions (top-of-therange laptop, adapted telephone equipment) and added an internet subscription to the salary package.

This comes in addition to the other fringe benefits which employees already enjoy (company car, group insurance, private health insurance, meal vouchers and eco-cheques, medical check-up, Pilates classes, fresh fruit baskets, smartphone, laptop computer, option plan, etc.).

In its search for highly qualified profiles, Cofinimmo draws from the same talent pool as other BEL20 companies. However, most of them are much larger, while Cofinimmo is closer in size to an SME. In addition to a dynamic culture and shared values, Cofinimmo therefore pays close attention to alternative forms of remuneration to ensure the loyalty of the next generation of talent.

The diversity policy and key indicators are an integral part of the corporate governance statement (see pages 178-179).

Danielle Scherens – Senior communication officer – Cofinimmo & Axelle Adrien – Corporate communication officer – Cofinimmo

EMPLOYEE TRAINING

– Human capital is a decisive competitive advantage for Cofinimmo, for the quality of the services that it offers to its clients but also for its economic and social performance

In the medium term, Cofinimmo promotes the professional and personal development of every employee at each stage of his/her career. In the longer term, it aims to ensure that the end of a career is both rich in challenges and free of future concerns.

Investing in its employees allows Cofinimmo to benefit from their increased effectiveness and commitment, and above all to meet its excellence objectives.

3.5 days

TRAINING PER EMPLOYEE PER YEAR.

3,857 hours CUMULATIVE TOTAL OF PAID TRAINING.

50%

EMPLOYEES WHO ATTENDED ONE OR MORE TRAINING COURSES.

61%

UNIVERSITY GRADUATES.

100%

COLLABORATORS RECEIVING REGULAR PERFORMANCE APPRAISALS.

Continuous training for employees and managers.

INVESTORS IN PEOPLE (IIP) LABEL

In 2006, Cofinimmo, together with fewer than ten other companies in the Brussels-Capital Region, obtained this valuable accreditation which is extremely widespread worldwide, especially in Anglo-Saxon countries or in Flanders, but far less in Wallonia.

Since its accreditation, Cofinimmo has managed to renew it every three years, which highlights the fact that the company invests in and listens to its employees. Such an accreditation also makes it possible to attract new talent that appreciates the company's sustainable approach.

In 2018, Cofinimmo achieved the renewal of the accreditation for three additional years, and it has been fully committed, since the previous renewal, to achieving the Gold level.

CONTINUOUS TRAINING POLICY FOR EMPLOYEES AND MANAGERS

Cofinimmo offers all its employees, without any discrimination whatsoever, the same training and development opportunities.

It is motivated by the desire to ensure that each person is ready, at all times, for a new position within Cofinimmo or elsewhere, but also that his/her skills are in line with market requirements. Cofinimmo promotes from within whenever possible.

Five areas of training are emphasised: business-related technical skills, sustainability, languages, IT, and personal development. In 2020, language courses were the major area. This is due to the internationalisation of the company and the need for everyone to be able to express themselves in a common language.

Training courses are selected jointly by the employee, his manager, and the HR department. They take into account advances made by the competition and the sector, the development needs of the teams, new trends, and also the potential for taking up a higher-level position.

Managers (in place or potential) were, in turn, provided with (individual and/or group) leadership and people management development courses to improve their understanding of the different, and very specific aspects of this role. In addition to in-depth knowledge, the role requires behaviours and approaches that will generate motivation and commitment on the part of their subordinates.

All of these opportunities are provided equally, regardless of the country in which the employee performs his/her duties.

EMPLOYEE SAFETY AND WELL-BEING

– The good health of a company is closely related to the motivation and productivity of its employees

Recruiting good profiles is good. Making them want to stay is even better. It is so that the vast majority of the current generation of workers, known as 'generation Y', claims to be above all committed to fulfilment in the workplace.

Cofinimmo has always taken a series of measures to promote the well-being of its employees and encourage them to carry out their duties in the best possible conditions.

ON-BOARDING

On arrival, new employees receive a welcome pack setting out all the practical measures and the workplace safety standards. Employees are individually welcomed by both the human resources manager and by the members of the executive committee on the other hand.

Information meetings are organised on a regular basis and allow all employees to discuss matters with the members of the executive committee. Informing employees also involves the following actions:

  • having valves where any safety-related information is displayed;
  • providing a box where employees can record their comments and/or suggestions;
  • informing employees of their rights and duties regarding safety.

Employees were also asked to express their views in an engagement survey. This survey showed that 66% of employees are happy and feel good at Cofinimmo and that 73% believe they maintain good relations with their colleagues, which is in line with the average. The action points relate to internal communication and the development of human capital.

RESILIENCE

Cofinimmo pays close attention to mental well-being and to the phenomenon of stress at work. The increase in stress at work, quite common in the business world, can have severe consequences which, in some cases, can lead to burnout. This type of condition leads to the prolonged absence of the affected person, and to disruption and additional costs for the employer. In 2020, the total absenteeism rate was 4,2%, which is in line with previous years.

The aim of the home day-care service for sick children is a service offered by Cofinimmo to all employees who actually carry out their professional activities. Its objective is to give parents the opportunity to improve their work-life balance, to send a qualified person to take care of the sick child(ren) on a short-term assignment until the parents have found another solution, and to keep the child in his/her familiar surroundings. Child care costs are fully covered by Cofinimmo.

Following the outbreak of the COVID-19 coronavirus, Cofinimmo has implemented several measures to ensure the continuity of its activities, while making the health and well-being of all its employees its priority. In addition to the measures taken with regard to

teleworking (without recourse to temporary unemployment), Cofinimmo has provided its staff with, among others, a daycare service for healthy children to make teleworking easier.

Flexibility in the organisation of work life, which is offered to all employees, is particularly used by women, and is developing among male employees. Flexibility in the work organisation within Cofinimmo is reflected firstly by the part-time work granted to one in nine employees, mainly women, but also men who wish to do so. As work-life balance is essential to the professional well-being of employees, flexible working hours have also been introduced to enable employees to adapt their working hours to any constraints or obligations they might have. Each collaborator has the opportunity, depending on his/her needs, to obtain at a specific point in his/her career a short-term and/or long-term reduction in working hours to take care of a relative and/or for educational reasons. In 2020, 19% of employees had flexible working hours in 20 different schedules in Belgium.

• Implementation of the action plan following the results of the employee engagement survey;

• Regularly inform employees on the actions' progress.

Lynn Nachtergaele – Investor relations manager – Cofinimmo

Community

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AESTHETICS, RESPECT FOR PUBLIC SPACES AND DIVERSITY OF DISTRICTS

– As a property landlord and real estate investor, Cofinimmo is able to influence the aesthetics and diversity of districts through its investment choices and its construction projects, even though these are primarily based on economic considerations

The sustainability of cities is based on urban balance. Offices, residential buildings, shops and green spaces must coexist as single-purpose districts are gradually bound to disappear.

Through the reconversion of certain vacant office buildings, Cofinimmo can re-establish diversity in neighbourhoods from the design stage and so doing improve the attractiveness of buildings.

The architectural aesthetics of buildings are a source of satisfaction for their occupants, and they contribute to the brand image of the companies that use them. The group strives for urban beauty and harmony by promoting the construction of iconic buildings.

Cofinimmo commits to take into account socio-demographic developments (e.g. age, population, immigration) and changes in demand (e.g. more single households, changes in local population, unemployment) in the design of buildings (see programme of committed investments in healthcare real estate on page 35 of this document).

Ligne 13 office building – Brussels CBD (BE)

ROTTERDAM (NL): REDEVELOPMENT OF A HEALTHCARE REAL ESTATE SITE

In 2018, Cofinimmo acquired a healthcare site located in Hillegersberg, a district of Rotterdam, which comprises a geriatric rehabilitation centre built in 1966 and a nursing and care home built in 1999.

Cofinimmo financed the heavy renovation works of the rehabilitation centre as well as the demolition and redevelopment works of the nursing and care home. The works took place in several phases. The first phase, which relates to the nursing home with a new central restaurant and a kitchen, was delivered in July 2020. The two other phases, the renovation of the Strauss wing and the new construction of the Mozart wing, will be completed respectively in May 2021 and in March 2022. Care continued to be provided during the entire duration of the works.

The new buildings will provide 28 rehabilitation units, 60 geriatric rehabilitation units and 48 long-term care units, spread over a surface area of approximately 11,000 m².

This redevelopment considerably extended the life cycle of the site. The tehnical installations, façades and roof insulation have been renovated to improve the energy label (level A) and the final energy intensity, which amounts to 78.6 kWh/m²/year.

Among the many sustainable features, it is worth mentioning:

  • the absence of gas on the entire site (as part of the project 'Gas-free Netherlands by 2050');
  • the choice to use an abundance of daylight (e.g. floor-to-ceiling wall openings in the studios);
  • the presence of solar panels on the site (production: 92.5 kWp);
  • air conditioning by means of a combination of air/water heat pumps and floor cooling/heating for the entire complex.

The site is located in a green environment and is easily accessible by car and public transport. The Goudenhart medical office building is settled there, as well as a general practice.

By putting its know-how at the service of this project, Cofinimmo illustrates its strategy which consists in redeveloping former healthcare assets into forward-looking healthcare facilities.

Medical centre – Vaasa (FI)

VAASA (FI): CONSTRUCTION OF A HEALTHCARE COMPLEX

Early November 2020, Cofinimmo established in Finland with a medical centre under construction in Vaasa, the regional capital of Ostrobothnia on the west coast of Finland.

The site will bring all of Mehiläinen's local services under one roof: medical center, occupational health services, Hospital Mehiläinen, Urheilu (Sports) Mehiläinen, Hammas (Dentistry) Mehiläinen.

The complex will have a surface area of 4,200 m² spread over a ground floor and five storeys. The delivery of the works is planned for Q3/Q4 2021.

The building will have a B-level energy performance. Energy consumption will be limited thanks to LED lighting as well as mechanical supply and exhaust air ventilation system with heat recovery systems.

The site is ideally located in the city centre of Vaasa. It will be within walking distance of the train station of Vaasa and will have a bus stop just across the street as well as parking spaces in sufficient number, which makes it easily accessible.

Delivery of construction, renovation and extension works for 11% of the portfolio.

SAFETY AND WELL-BEING OF OCCUPANTS AND SUBCONTRACTORS

– The impact of real estate on the outdoor environment is increasingly well managed. But what about its impact on the indoor environment?

In today's society, it is not enough to just guarantee safety in buildings. Expectations have changed and buildings have to meet the functionality and well-being needs of communities for which hospitality plays a central role. This evolution is supported by new labels and benchmarks. It is therefore essential that the buildings provided by Cofinimmo meet these new expectations. The development of Lounges® and Coffee Corners is part of this approach.

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BUILDING OCCUPANTS

Construction choices and maintenance quality have an impact on the safety and well-being of occupants. The presence of unverified hazardous materials, the non-compliance with safety standards and incorrect settings on air-conditioning equipment can have consequences on their well-being and health.

Cofinimmo systematically analyses all elements that are likely to have an impact on public health. It is mandatory for the presence of asbestos, soil pollution and the fire fighting and protection elements in particular to be examined during the due diligence process.

The asbestos risk for older buildings in the portfolio is closely monitored. Asbestos found in buildings is encapsulated in the materials. In the event of deterioration, these materials are removed in accordance with the legal requirements ensuring public safety.

The presence of relaxation and well-being areas is now one of the criteria for the selection of a building. In this regard, yoga, bums & tums and relaxation sessions are organised in collaboration with the company Easy Day in the Lounges®, and occasionally followed by a healthy and vitamin-rich drink or lunch. The role of the community manager, who is responsible for the Lounges®, is to promote initiatives having a positive impact on the well-being of the building's occupants.

93%

OF THE PORTFOLIO DIRECTLY MANAGED IS ASSESSED IN THE FORM OF A FIRE AUDIT AND ASBESTOS MONITORING.

No infringements which might have a financial or health impact on the occupant has been detected during fire audits and asbestos monitoring in the portfolio directly managed.

SUBCONTRACTORS

Cofinimmo always seeks to treat its suppliers fairly during purchase negotiations and also places particular emphasis on the safety of its staff. Commercial relationships can only be maintained through the mutual respect of all parties and the understanding of their respective concerns and objectives. The outsourcing of construction and maintenance activities go hand in hand with strict monitoring of these subcontracting operations.

In the context of large-scale renovations, Cofinimmo has employees trained in safety coordination who identify and monitor the risks and preventive measures to be implemented for each work site. Cofinimmo also calls on external safety coordinators when the workload requires it. The safety coordination provides for an introduction to safety on the work site for each worker, as well as regular monitoring of compliance with safety instructions. It is included in the agenda of weekly work site meetings. In accordance with a European directive, these measures are applied in all the countries where Cofinimmo is active.

In the context of calls for tenders, Cofinimmo clearly describes the responsibilities of each party in the specifications and contracts. The registration of site workers is compulsory in all countries where Cofinimmo is active. The employment of a young local is required for each work site and must be implemented by the general contractor. The monitoring and reporting of any accidents on the work site is the responsibility of each subcontractor in his capacity as employer. There were no accidents with fatal consequences on Cofinimmo's work sites in 2020.

  • Renewal of the customer satisfaction survey in the healthcare real estate segment;
  • Develop a policy on social aspects in the value chain for suppliers.

In 2020, the risk analysis relating to distancing measures in connection with the health crisis has been stepped up, in order to guarantee the continuity of work sites in complete safety.

A COVID protocol has been implemented for all work sites since the beginning of the health crisis. The following elements are part of this implementation protocol:

  • to wash one's hands (soap available for workers);
  • to respect the safety distance of 1.5 m;
  • meetings or workers gatherings are forbidden;
  • no lunch breaks or else breaks spread out according to specific time slots;
  • restricted access to the site hut;
  • gloves compulsory for all workers;
  • cleaning of tools at the end of the day;
  • forbidden to share personal protective equipment (PPE);
  • obligation to wash one's hands before leaving the site;
  • ensuring ventilation inside;
  • obligation to apply the sanitary protocol in case of symptoms;
  • stopping the work site in the event of positive results and communicating to other workers who may have been in the vicinity in the last 15 days.

The obligation to comply with this protocol is clearly specified in the minutes of the safety and health coordinator. "Any visit will be accompanied at all times by the staff of the subcontracting company and you must use the PPE corresponding to the risk to which you will be exposed".

In the context of the portfolio maintenance, Cofinimmo equips its buildings with safety systems in order to ensure the physical safety of suppliers (for example cradles and anchor points for window-cleaning teams). Subcontractors' services are covered by framework contracts to ensure the development of a mutually beneficial partnership.

IMPLEMENTATION OF THE CORPORATE STRATEGY IN TERMS OF CIVIC ACTIONS

Following the outbreak of the COVID-19 coronavirus pandemic in the countries where the group is active, Cofinimmo has implemented several measures to ensure the continuity of its activities, while making the health and well-being of all its stakeholders its priority.

As from 09.03.2020, Cofinimmo's executive committee encouraged its employees to switch to teleworking for all tasks which do not require a physical presence on site. As teleworking is an already embedded solution, widely used by the company's employees, no particular difficulties were experienced. This measure was subsequently further strengthened in order to fall within the framework of the decisions taken by the authorities.

Operational teams remained in close contact with the group's tenants to ensure the continuity of services and help them get through this difficult period for everyone.

The COVID-19 coronavirus pandemic enabled Cofinimmo to make several savings which were used for various civil actions. The group had the opportunity to focus on the 'S' pillar of its ESG strategy through acts of solidarity.

Cofinimmo donated the Easter eggs initially foreseen for its staff to three children's homes, which were particularly vulnerable during the health crisis: 'Le foyer des Orphelins' in Liège, 'Kindertehuis Asselbergs' and 'Queen Marie Henriette' in Brussels. The employees of Cofinimmo welcomed this initiative with great warmth and solidarity.

In 2020, Cofinimmo also supported the non-profit association Angkor Tree Project in the construction of a new classroom. This non-profit association, founded in 2015, created a school in Siem Reap in Cambodia. The main activity of this school consists in training teachers. These trainings have become the quality reference in Cambodia. Following COVID-19, the school was forced to adapt its infrastructure and to build an additional classroom in order to be able to continue the training while respecting hygiene and social distancing rules.

In June 2020, Cofinimmo sponsored the installation of a small museum in the Nebo building in The Hague, for residents and visitors.

Cofinimmo also supported the most vulnerable people and those belonging to risk groups by means of personal advice and assistance, in order to prevent them from becoming isolated during this pandemic. Cofinimmo donated smartphones and other IT equipment to a local organisation promoting local employment to put them back into circulation and distribute them through the Red Cross. The societal objective was two-fold: to reduce the environmental impact of these end-of-life devices for society and to reduce the digital divide for vulnerable groups of people. More specifically, the donation of equipment is intended for nursing and care homes and schools, two sectors that were strongly affected by the digital

divide during the recent health crisis. Out of the 88 devices collected, 52 were put back into circulation in France (62%), Belgium (17%), Spain (17%) and Germany (4%) and 35 devices were donated to the Belgian Red Cross through the Foundation for Digital Inclusion. One device was used for the repair of other devices.

During its meeting of 13.04.2020, the board of directors decided to apply a 15% reduction on the attendance fees of the non-executive directors as well as the fixed monthly remuneration of the members of the executive committee from April 2020 until the end of the year 2020. The board of directors allocated these sums to various associations and initiatives related to the fight against the COVID-19 pandemic.

In Belgium, the group fed the common fund-raising platform set up for the benefit of 5 academic hospitals that are on the front line in the fight against the coronavirus (operation #clapandact). The 5 hospitals (Cliniques Universitaires Saint-Luc UCLouvain Bruxelles, UZ Brussel, CHU de Liège, UZ Antwerpen, Hôpital Erasme ULB) each received a donation. The group also financed the Dr. Daniël De Coninck Fund, supported by the King Baudouin Foundation, which supports initiatives that assist the management and staff of nursing and care homes in Belgium. These initiatives may aim at supporting management during the crisis, the psychological well-being of the staff, the quality of care, the communication of the management towards the staff and the families, or the implementation of medical and ethical guidelines related to the crisis.

In France, the group selected two programmes supported by the Fondation de France which promote another approach of ageing. 'Vivre ses choix, prendre des risques jusqu'à la fin de sa vie' is an initiative that encourages ethical practices that respect elderly people and aim at preserving human dignity. It has 4 objectives, namely: to make the practices evolve in order to have a better consideration of elderly's wishes and desires, irrespective of their health condition or where they live; to develop consultation with elderly, families and healthcare staff to better support the elderly's choices; to promote a 'right-to-risk' culture by training and supporting professionals and family members; to advance reflection on death and grief with all parties involved, particularly in EHPAD.

Nursing and care home –

The second initiative 'Vieillir acteur et citoyen de son territoire' aims at enabling elderly to take part in the local life for as long as possible and has 3 objectives more specifically: to give everyone the opportunity to express themselves and to take action on their own territory; to promote elderly autonomy and social integration thanks to new technologies; to anticipate the disruptions caused by ageing by developing solidarity among family and neighbours and by involving professionals and volunteers networks.

In the Netherlands, Cofinimmo selected the project 'Samen ouder', supported by 'Stichting Oranje Fonds' foundation. This programme encourages elderly to meet and engage in voluntary work. The programme combats social isolation among the elderly by involving them in activities. This enables them to remain active and to use their free time for meaningful activities.

In Germany, Cofinimmo selected 'Aktion Deutschland Hilft', which itself supports 'Johanniter-Unfall-Hilfe', one of the largest charity associations in Europe, active in Germany and abroad.

Business ethics

– Being a leader in the European healthcare real estate, a key player in the office real estate in Belgium and a listed company, Cofinimmo demonstrates transparency and ethical behaviour towards its stakeholders in conducting its activities. Of course, it condemns any practices that are questionable or punishable by law (corruption, money laundering, undeclared work, social dumping, etc.) and also those that go against the principles of sustainability, fair treatment, equal opportunities and respect for others

These operating principles apply to all the segments in which Cofinimmo is active and in all the countries where the company is established.

were identified.

CORPORATE VALUES

Challenging oneself is an attitude which Cofinimmo has always adopted in order to perfectly fit into the dynamic world we live in. In this spirit, Cofinimmo has decided to put certain values forward for the coming years: connectivity, accountability and customer experience. Beyond the concepts they encapsulate, these words were chosen to be closely in line with the company's societal ambitions.

As for the skills expected from every employee, the concepts of Reliability and Pioneer have been introduced. Though trendy, these words mainly aim to help define the attitudes and behaviours associated with these key values. To do so, actions and projects are specifically defined for each business segment. Here, the aim is to respond to the changes affecting society and to provide high-quality caring, living and working spaces ('Caring, Living and Working - Together in Real Estate').

Disclosure of a policy on tax principles

Profitability for investors and access to capital

126

– Profitability is essential to enable Cofinimmo to take up its responsibilities and pursue its activities. It enables the company to measure both its efficiency and the value which clients see in its products and services. It is a determining factor for the allocation of resources and for the protection of investments on which its development and the production of its services depend. In case of insufficient profits or a fragile financial base, Cofinimmo would not be able to fully take up its economic and societal role

Quartz office building – Brussels CBD (BE)

INNOVATIVE USE OF SUSTAINABLE FINANCING

Cofinimmo is the first European real estate company to issue green & social bonds. On 09.12.2016, Cofinimmo successfully closed a private placement of green and social bonds for a total amount of 55 million EUR, with an eight-year maturity and a fixed coupon of 2.00%. In November 2020, Cofinimmo further reinforced its balance sheet through the issuance of a first public benchmark-sized sustainable bond for 500 million EUR, paying a coupon of 0.875%/year for 10 years. The bonds, which, in accordance with the sustainable financing framework of May 2020 (detailed below), are meant to (re)finance assets with a positive contribution to sustainability, were placed with institutional investors.

In March 2019, Cofinimmo carried out the early refinancing of a bilateral credit line, which was due to mature in August 2019, for a total amount of 40 million EUR. In February 2020, the company carried out the early refinancing of a bilateral credit line for 40 million EUR which should have matured in August 2020. Initially, these were traditional credit lines, refinanced in the form of green & social loans. In accordance with its ESG strategy and performance dashboard, the green & social loans will be used by Cofinimmo to refinance assets with both environmental and social objectives.

SUSTAINABLE FINANCING FRAMEWORK

Cofinimmo pays particular attention to the coherence between its financial strategy and its ESG objectives. In this context, in May 2020, the company reviewed its sustainable financing framework in order to incorporate the latest trends in the specific financing of sustainable assets which contribute to its ESG strategy. Vigeo Eiris confirmed in its Second Party Opinion that this financing framework was in line with the 2018 green bond principles, social bond principles and green loan principles. Within this framework, Cofinimmo can issue a variety of sustainable financing instruments, including bonds, convertible bonds, private placements, and (syndicated) bank loan facilities.

Selection procedure in line with the ESG strategy

The assessment and selection framework was defined and published on Cofinimmo's website. It was backed by internal and external expertise.

The assets listed on pages 129-133 currently make up the portfolio allocated to green & social bonds financing. Their selection was based on defined criteria, such as fund allocation and ESG criteria. The selection procedure was based on the expertise of Cofinimmo's in-house teams responsible for these assets, on the one hand, and on impact assessment studies, BREEAM requirements and other technical factors collected externally, on the other. Each assessment step was approved by the executive committee and was part of an analytical approach to a building's life cycle. All the selected assets were in operation at the time of acquisition or were delivered between the date of acquisition and the time of refinancing. The date of construction and/or last renovation is displayed in the property report of this document where the assets are identified with the following icon

Funds allocation

Cofinimmo's Treasury department ensures that the funds collected through the green & social bonds issued are allocated, within the year following the issue and throughout the duration of the bond, exclusively to assets that make up the green & social portfolio. The allocation of the funds issued prior to the publication of the sustainable financing framework is as follows: 50% is allocated to offices with an environmental and sustainability certification, the other 50% being allocated to healthcare assets dedicated to the housing of vulnerable or dependent people in need of special care. Since May 2020, the environmental category has been extended to all the segments. A healthcare real estate asset can therefore be both green and social at the same time. The objective of the benchmark-sized bond issued in November 2020 is to allocate at least 90% of the funds to green assets in order to be classified as a green bond.

Auditing

Until the maturity of the sustainable funding, the external auditor, currently Deloitte, will annually assess the funds allocation, the compliance with the eligibility criteria and the sustainable benefit indicators of the selected assets. The audit report is available in the statutory auditor's report (see pages 330-331). The indicators that were verified are identified in the section ESG management (see pages 134-135 of this document) by the following icon

COMMITTED COMMUNITY

As Cofinimmo pays particular attention to the coherence between its financial strategy and its ESG objectives, it is part of the Euronext Green Bonds community, which brings together European issuers of green bonds that meet various objective criteria (external reviews, compliance with international standards, regular updates of the green & social financing framework, etc.). Cofinimmo is currently one of the few issuers listed in Brussels participating in this committed European community. The other Belgian issuers being a Belgian banking group, the Belgian State, the Walloon Region and a wastewater treatment company.

SUSTAINABLE GROWTH AWARD 2020

On 19.01.2021, Cofinimmo was one of the three nominees for the sustainable growth award of Euronext and Guberna. This award distinguishes the listed companies that have shown the strongest sustainable growth over the last decade. The award is exclusively based on measurable data and rewards the company which obtained the best result in the combined ranking of their ESG score (source: Refinitiv) on the one side and their stock price performance over the last 10 year on the other side. Cofinimmo received a bronze award.

COMPONENTS OF THE SUSTAINABLE FINANCING FRAMEWORK CRITERIA AND OBJECTIVES: TWO CATEGORIES OF ELIGIBLE ASSETS The funds are meant to (re)finance assets contributing positively to the ESG strategy. The buildings selected within the framework of the green & social financing have environmental or social objectives. SUSTAINABLE BENEFITS Climate change mitigation: Reduction of GHG emissions. Protection of natural resources: Water and energy savings, use of sustainable materials, etc. Improvement of healthcare services: Increased provision of healthcare beds and services. SELECTION PROCEDURES Green assets Investments in existing/future green assets in Cofinimmo's portfolio with an environmental and sustainability certification (BREEAM or BREEAM In-Use with at least a Very Good rating, LEED, HQE or at least a level-B PEB/ EPC certification). Objectives • Climate change mitigation by implementing energy savings and the suppression or reduction of GHG emissions. • Environmental design and management of assets through: - energy performance scorecard; - equipment and installation upgrades; - extension of BREEAM and/or BREEAM In-Use certifications. Objectives • Renovating and/or expanding the healthcare real estate portfolio to meet current and future needs in terms of housing and care of vulnerable people. • Encouraging healthcare operators to reduce the energy footprint of buildings by incorporating sustainable architecture, ecological materials and more energy-efficient facilities (construction or renovation of buildings). Healthcare real estate Investments in existing/future assets providing and/or promoting access to essential healthcare services for vulnerable groups of people and in certain medical specialties. FUND ALLOCATION ASSET SELECTION FUND MANAGEMENT ANNUAL INDICATORS REPORT EXTERNAL AUDITING

In line with the strategy

  • Improve the environmental footprint of the portfolio and the company;
  • Ensure the safety and well-being of occupants;
  • Select socially-aware and responsible projects.
  • Assessment and selection framework
  • Environmental criteria; • Social criteria;
  • Governance criteria.
  • Expertise of internal teams;
  • External assessments and requirements;
  • Approval by the executive committee;
  • Treasury allocation;
  • Assessment by the external auditor.

55 million EUR OF STRAIGHT GREEN & SOCIAL BONDS

Issuer Nominal amount
(x 1,000,000 EUR)
Issue
price
Coupon Issue
date
Maturity
date
Cofinimmo SA/NV 55 99.941% 2.00% 09.12.2016 09.12.2024
100%
Refinancing
50%
Healthcare real estate
50%
Green offices
Cost
(x 1,000,000 EUR)
Allocated amount
(x 1,000,000 EUR)
62 55
HEALTHCARE REAL ESTATE Number
of beds
Eligibility criterion: Nursing and care home with specialty in psychogeriatrics
1 AM STEIN 20 - NEUSTADT/WESTERWALD (DE) 71
2 TILLENS – UCCLE/UKKEL (BRUSSELS) (BE) 80
Eligibility criterion: Psychiatric clinic
3 DOMAINE DE VONTES – ESVRES-SUR-INDRE (FR) 160

Improvement of healthcare services: 311 out of 20,572 beds in the categories nursing and care homes, rehabilitation, psychiatric and acute care clinics, specialised care and assisted-living facilities.

GREEN OFFICES Energy
intensity
Water
intensity
Eligibility criterion: BREEAM Excellent
4 GUIMARD 10-12 (BE) 24 kg CO2
e/m²
132 kWh/m²
0.18 m³/m²

Climate change mitigation: energy intensity 19% below the portfolio's average energy intensity in kWh/m².

40 million EUR
OF GREEN & SOCIAL LOANS
100%
Refinancing
Nominal amount Issue Maturity 50%
Healthcare real estate
50%
Green offices
40 13.03.2019 31.01.2027
Cost
(x 1,000,000 EUR)
Allocated amount
(x 1,000,000 EUR)
97 40
(x 1,000,000 EUR)
HEALTHCARE REAL ESTATE
date
Eligibility criterion: Nursing and care home
date
Eligibility criterion: Assisted living with specialty in psychogeriatrics
1 DE RIDDERVELDEN - GOUDA (NL)
2 GRAND MAISON –L'UNION (FR)
3 LE CLOS DU MURIER - FONDETTES (FR)
Number
of beds
33
111
85

GREEN OFFICES Energy intensity Water intensity

Eligibility criterion: BREEAM Excellent

4 BELLIARD 40 (BE) 19 kg CO2

e/m² 104 kWh/m² 0.10 m³/m²

Climate change mitigation: energy intensity 36% below the portfolio's average energy intensity in kWh/m².

40 million EUR
OF GREEN & SOCIAL LOANS
100%
Refinancing
Issuer Nominal amount
(x 1,000,000 EUR)
Issue
date
Maturity
date
50%
Healthcare real estate
50%
Green offices
Cofinimmo SA/NV 40 14.08.2020 14.02.2023
Cost
(x 1,000,000 EUR)
Allocated amount
(x 1,000,000 EUR)
91 40
HEALTHCARE REAL ESTATE Number
of beds
Eligibility criterion: Rehabilitation clinic
1 BRUYERES - LETRA (FR) 101
Eligibility criterion: Nursing and care home
2 SAINT GABRIEL - GRADIGNAN (FR) 130

Improvement of healthcare services: 231 out of 20,572 beds in the categories nursing and care homes, rehabilitation, psychiatric and acute care clinics, specialised care and assisted-living facilities.

GREEN OFFICES Energy
intensity
Water
intensity
Eligibility criterion: BREEAM Excellent
3 BELLIARD 40 (BE) 19 kg CO2
e/m²
104 kWh/m²
0.10 m³/m²

Climate change mitigation: energy intensity 36% below the portfolio's average energy intensity in kWh/m².

500 million EUR

132

OF STRAIGHT GREEN & SOCIAL BONDS

Issuer Nominal amount
(x 1,000,000 EUR)
Issue
price
Coupon Issue
date
Maturity
date
Cofinimmo SA/NV 500 99.222% 0.875% 02.12.2020 02.12.2030

Cost
(x 1,000,000 EUR)
Allocated amount
(x 1,000,000 EUR)
543 500
GREEN HEALTHCARE REAL ESTATE Number
of beds
Label
Eligibility criterion: Nursing and care home
AM TANNENWALD 6 - SWISTTAL (DE)
1
80 A
ARCADE NW - ERMELO (NL)
2
56 A
DILHOME - DILBEEK (BE)
3
94 BREEAM
Very Good*
DR. SCHEIDERSTRAßE 29 - RIESA (DE)
4
138 B
EPPMANNSWEG 76 - GELSENKIRCHEN (DE)
5
80 B
KASTANJEHOF 2 - VELP (NL)
6
30 A++
KEIHEUVEL - BALEN (BE)
7
94 BREEAM
Very Good*
KLOOSTERSTRAAT - BAVEL (NL)
8
22 A
LANGE STRAßE 5-7 - LANGELSHEIM (DE)
9
78 B
MOERMONT (NL)
10
224 A
PUTHOF - BORGLOON (BE)
11
167 BREEAM
Very Good*
RESIDENZWEG 2 - CALAU (DE)
12
80 A
SERRENHOF – SAINT-TROND/SINT-TRUIDEN (BE)
13
101 BREEAM
Very Good*
Eligibility criterion: Assisted living
EDEN PARK - ALOST/AALST (BE)
14
46 BREEAM
Very Good*
Eligibility criterion: Care facility for people with disabilities
BARONIE 149-197 – ALPHEN AAN DEN RIJN (NL)
15
24 B
CASTORSTRAAT 1 – ALPHEN AAN DEN RIJN (NL)
16
45 A
CHURCHILLAAN - LOPIK (NL)
17
33 A
GANTELWEG - SLIEDRECHT (NL)
18
25 A
WIJNKOPERSTRAAT 90-94 - GORINCHEM (NL)
19
36 A

* BREEAM target - to be certified before 02.12.2021.

Eligibility criterion: Acute care clinic
20 BRAILLELAAN 10 - RIJSWIJK (NL) 22 A++
21 BRAILLELAAN 5 – RIJSWIJK (NL) 17 A
22 LOUIS ARMSTRONGWEG 28 - ALMERE (NL) n/a A
23 RIJKSWEG 69-69A - NAARDEN (NL) 39 B
Eligibility criterion: Medical office building
24 BIJLMERDREEF 1169 - AMSTERDAM (NL) n/a A
25 BURGEMEESTER MAGNEESTRAAT 12 - BERGEIJK (NL) n/a A
26 DODEWAARDLAAN 5-15 - TIEL (NL) n/a A /B
27 MOERGESTELSEWEG 32 – OISTERWIJK (NL) n/a B
28 OOSTERKERKSTRAAT 1 - LEIDEN (NL) n/a A
29 ORANJEPLEIN - GOIRLE (NL) n/a A
30 PRINSENHOEVEN 20-48 - TILBURG (NL) n/a A
31 TERGOOI - WEESP (NL) n/a A/B
32 TILBURGSEWEG-WEST 100 - EINDHOVEN (NL) n/a A++
33 TORENZICHT 26 - EEMNES (NL) n/a A
34 VOORSTE STROOM - MOERGESTELSEWEG 22-26 – OISTERWIJK (NL) n/a A
35 WATERLINIE - UITHOORN (NL) n/a A
36 ZOOMWIJCKPLEIN 9-13-15 – OUD BEIJERLAND (NL) n/a A
Eligibility criterion: Rehabilitation clinic
BRECHTZIJDE 20 - ZOETERMEER (NL)
37
34 A
BROCELIANDE – CAEN (FR)
38
60 B
DE PLATAAN - HEERLEN (NL)
39
100 A
Eligibility criterion: Psychiatric clinic
40 HOF VAN ARKEL - TIEL (NL) 14 A

Improvement of healthcare services: 1,739 out of 20,572 beds in the categories nursing and care homes, rehabilitation, psychiatric and acute care clinics, specialised care and assisted-living facilities.

GREEN OFFICES Label Energy intensity Water
intensity
Eligibility criterion: BREEAM Excellent
42 BELLIARD 40 (BE) B 19 kg CO2
e/m²
104 kWh/m²
0,10 m³/m²
43 PORT/HAVEN 86C (BE) B- 11 kg CO2
e/m²
60 kWh/m²
0,07 m³/m²

Climate change mitigation: Energy intensity 48% below the portfolio's average energy intensity in kWh/m².

ESG MANAGEMENT

ENVIRONMENT

HEALTHCARE REAL ESTATE OFFICES TOTAL
Environmental strategy
Five-year portfolio renewal
objective ✔
10.1% 11.8% 8.8%
Energy efficiency of buildings
Yearly energy intensity
(standardised by surface area) ✔
159 kWh/m² 184 kWh/m² 163 kWh/m²
GHG emissions per year,
based on location ✔
30 kg CO2
e/m²
34 kg CO2
e/m²
31 kg CO2
e/m²
Estimated MWh
(solar energy production) ✔
931 MWh 1,287 MWh 2,219 MWh
Cooperation with tenants to reduce the environmental impact of buildings
Multi-tenant buildings equipped
with remotely readable meters (in %
of surface areas)
5% 48% 14%
Number of sustainable
collaboration agreements (in % of
surface areas)
61% 99% 63%
Number of inspection visits during
which aspects associated with
environment have been discussed
with the occupant (in % of surface
areas)
31% 100% 40%
Inclusion of environmental factors in the logistics chain
Materials reused after building
refurbishment
In 2020, no redevelopment projects were identified
where the opportunity arose to recover materials before demolition.
Number of supplier contracts
with environmental clauses
concerning major development and
refurbishment projects
The ESG policy is attached to all general contracting agreements.

SOCIAL

HEALTHCARE REAL ESTATE OFFICES TOTAL
Responsible customer relations
Number of flexible contracts
(space, duration)
n/a In 2020, 9 contracts were signed for
the Flex Corners® for gross surface
areas between 47 m² and 378 m² and
durations between 1 and 9 years.
n/a
Number of requests n/a In 2020, the service desk handled
6,475 requests.
n/a
Progress of asbestos detection
and removal
46% of the portfolio contains no traces of
asbestos.
60% of the total portfolio is free of
asbestos.
For the global
portfolio see chapter
'Safety and well
being' of occupants
and subcontractors'.
Number of inspection visits during
which social aspects have been
discussed with the occupant (in %
of surface areas)
31% 100% 40%
Inclusion of social factors in the logistics chain
Number of controversies
related to social aspects in
No controversies related to social aspects in the logistics chain were identified.
the logistics chain ✔
Promotion of social and economic development
Number of contracts with
a clause for the promotion of
local youth employment ✔
n/a A clause concerning the employment
of a trainee is included in all general
contracting agreements.
n/a
Building accessibility
Number of accessibility audits
for persons with reduced
mobility ✔
The compliance checks are part of the due
diligence procedure and are regulated by
a license for the operation of the assets.
25% of the multi-tenant buildings
have been audited since 2013.
n/a
Number of audits for building
connectivity (proximity and
multi-modal transport) ✔
At the time of acquisition an audit is not
mandatory but is often carried out proactively
(at the due diligence stage).
Quantitative audits for 100% of the
portfolio (see page 110).
n/a

GOVERNANCE Prevention of corruption and money laundering Number of external audits and controversies ✔ In 2020, two external audits were carried out on the accounts by Deloitte. During the financial audit, there was an IT audit, focusing on SAP. Audit and internal control

Number of internal controls and results ✔ In 2020, one internal audit was carried out by the internal auditor on the general IT security.
Moreover, at 31.12.2020, 7 recommendations are ongoing, coming from the internal and
external audits of 2020 and previous years, and 22 recommendations were closed in 2020.

Innovation

136

– As a major property owner in Europe, Cofinimmo strives to be visionary and to stimulate the debate on future real estate needs. It seeks to integrate major societal trends into its strategy to avoid the accelerated obsolescence of buildings and to preserve economic sustainability. Innovative solutions are therefore a must to create new growth opportunities and ensure the sustainability of the current portfolio

In the context of COVID-19, Cofinimmo has implemented new working tools: communication tools enabling remote collaborative work such as Skype Enterprise and Office 365, including Microsoft Teams, as well as administrative tools such as DocuSign for the digital signature of documents, and Whiteboard, a virtual whiteboard shared and used during brainstorming sessions. These tools will have a long-term environmental impact and their use will not be limited to the lockdown. However, they will need to be used in a rational way in order to achieve the objective of reducing GHG emissions through reduced travel and paper use, among other things.

Furthermore, from a property management point of view, the particular COVID-19 context has forced Cofinimmo to pay particular attention to health safety in its buildings. Numerous initiatives have been taken in this respect, such as the installation of automatic taps, contactless door opening, review of the ventilation/heating system, additional audits on air quality and installations, etc.

DATA MANAGEMENT

In order to improve the efficiency of its teams and the company's processes, Cofinimmo has undertaken a vast programme to improve data management. This initiative will make it possible to support the company's growth by means of a more efficient and agile organisation. Better data management is a real differentiating element in the current environment. Cofinimmo wants to adopt best practices in terms of data management.

This project affects different aspects:

  • document management: the existing electronic document management platform is being improved. This will make it easier to file documents and to search them;
  • the production of reports, dashboards and management indicators will be reviewed in order to standardise and automate their production. A new platform will be implemented, taking advantage of the latest technologies available on the market;
  • the acquisition process: the pace of acquisitions has accelerated due to an investment level of more than 500 million EUR per year. The review of documents and data processing should make it possible to industrialise this process, enabling the organisation to better manage the flow of information collected and to distribute it efficiently to the departments concerned;
  • roles and responsibilities: the creation of new roles in the organisation related to data management will ensure better quality of information at all stages of the processes and will facilitate its access within the organisation.

Montoyer 10 office building (project) – Brussels CBD (BE)

ELECTRONIC SIGNATURE OF LEASES

From the beginning of the lockdown in March 2020, Cofinimmo rapidly implemented an electronic document signature process (DocuSign) which has enabled more than a hundred leases, amendments, and many other contractual documents to be signed virtually.

Thanks to the innovative electronic document validation process, Cofinimmo's commercial activities have continued in an efficient and professional manner.

THE CLT CONSTRUCTION METHOD

As soon as the planning permit is obtained, which is estimated in the fourth quarter of 2021, Cofinimmo will start the reconstruction works of the Montoyer 10 office building in the European district of Brussels. The project will comprise a concrete core and basement, while all other superstructures, whether floors, columns or structural façade elements, will be made of wood. For this purpose, the solid cross-laminated timber (CLT) construction method, which is currently flying high, will be used. This technique is currently the ideal solution for building in a sustainable and ecological manner:

  • a positive carbon balance thanks to wood's ability to store CO2 ;
  • a sustainable and environmentally friendly construction method (forest management, manufacturing, transport, implementation, possible reuse);
  • a lighter material than brick or concrete and, consequently, a saving in materials for the substructure and foundations;
  • first-class insulation qualities;
  • simple assembly, a markedly high level of prefabrication and a particularly short construction period;
  • dry construction, a clean building site, and a significant reduction in the risk of accidents during construction;
  • comfortable living spaces with a warm and healthy indoor atmosphere.

On a pedestrian scale, the large structural solid wood doorposts, highly visible through the glass façade that covers the ground and first floors, will forcefully assert the nature of the building. The office spaces will be equipped and furnished to ensure that the wooden structure is always visible.

The technique chosen for the air-conditioning of office areas is the 'smart acoustic passive power' (SAPP) hot/cold active ceiling. This is currently the best technique in terms of comfort (no air movement, smooth temperature transitions) and energy savings (use of the building's inertia).

The main green roof is equipped with approximately 150 m² photovoltaic panels and the parking lot will be equipped with charging stations for electric vehicles.

Beyond the applicable standards, additional measures are taken in order to obtain at least a BREEAM Excellent or Outstanding label.

With its planted terrace and garden on the ground floor, the project contributes to a better greening of the block's interior and encourages biodiversity in the city.

Property report CONSOLIDATED REAL ESTATE PORTFOLIO

The assets included in the sustainable portfolios are marked in this report by

Overview of the real estate portfolio per segment as at 31.12.2020

Segment Acquisition price
(x 1,000,000 EUR)
Insured value1
(x 1,000,000 EUR)
Fair value
(x 1,000,000 EUR)
Gross rental
yield
Estimated rental
value (ERV)2
(x 1,000 EUR)
Healthcare real estate 2,477 579 2,882 5.5% 161,821
Offices 1,431 1,282 1,439 6.6% 87,676
Property of
distribution networks
509 15 548 6.3% 35,875
TOTAL 4,418 1,876 4,869 5.9% 285,372

Overview of the top 10 investment properties as at 31.12.2020

Property Address Year of
construction
(last reno
vation)
Year of
acquisition
Surface area
(in m²)
Contractual
rents
(x 1,000 EUR)
Occupancy
rate3
Share of
consolidated
portfolio at
fair value
Belliard 40
Brussels
Rue Belliardstraat 40
1000 Brussels
2018 2001 20,322 5,164 99% 2.6%
Port/Haven 86C
Brussels
Avenue du Port/
Havenlaan 86C
1000 Brussels
2014 2020 16,725 3,951 100% 2.2%
The Gradient
Brussels
Av. de Tervuren/
Tervurenlaan 270-272
1150 Brussels
1976 (2013) 1997 19,580 3,908 99% 1.2%
Guimard 10-12
Brussels
Rue Guimardstraat 10-12
1000 Brussels
1980 (2015) 2004 10,410 2,588 100% 1.2%
Quartz
Brussels
Avenue des Arts/
Kunstlaan 19H
1000 Brussels
2020 1996 9,186 2,114 100% 0.9%
Bourget 42
Brussels
Av. du Bourgetlaan 42
1130 Brussels
2001 2002 14,262 1,949 100% 1.1%
Damiaan
Tremelo
Pater Damiaanstraat 39
3120 Tremelo
2003 (2014) 2008 20,274 2,673 100% 1.0%
Albert Ier 4
Charleroi
Rue Albert 1er 4
6000 Charleroi
1967 (2005) 2005 19,189 2,943 100% 1.0%
La Rasante
Brussels
Rue Sombre/
Donkerstraat 56
1200 Brussels
2004 (2012) 2007 7,196 2,730 100% 1.0%
Residentie
Moermont
Bergen op Zoom
Veilingdreef, 6
4614 RX Bergen op Zoom
2010 2020 16,652 2,252 100% 0.9%
Others 2,015,991 255,432 96% 87.1%
TOTAL 2,169,787 285,704 97% 100%
  1. Except for vacant buildings, this amount does not include the insurance taken during works, nor the policies that are contractually for the account of the occupant (for healthcare assets in Belgium and in France, pubs of the Pubstone portfolio and some office buildings), nor the insurance related to finance leases. Neither does this amount include insurance policies related to buildings rented by the MAAF Group (first rank insurance on all properties in full ownership and second rank insurances on co-owned properties) and which cover their reconstruction value.

  2. The estimated Rental Value takes into account the market data, the property's location, its quality and the tenant's financial data (EBITDAR) (if available) and, for healthcare assets the number of beds.

  3. The occupancy rate is calculated as follows: contractual rents divided by (contractual rents + ERV (Estimated Rental Value) on unlet spaces).

The rental situation of buildings under finance lease, for which the tenants benefit from a call option at the end of the lease, and properties held by associates and joint ventures is described below:

Inventory of buildings excluding investment properties

Surface area
(in m2
)
Contractual rents1
(x 1,000 EUR)
Occupancy
rate2
Tenant
72,132 1,491 100% Building Agency
23,323 205 100% City of Antwerp
3,800 692 100% Federal police
3,196 85 100% ULB - Brussels University
8,088 1,252 100% ULB - Brussels University
28,316 755 100% Building Agency
9,269 1,083 100% French Red Cross
- - - Schönes Leben Gruppe
88,000 7,140 80% Curavi, Orpea, Vivalto
93,000 9,300 100% French Red Cross
  1. Part of the unsold lease payments, varying from 4% to 100% depending on the properties.

  2. Occupancy rate is calculated as follows: contractual rents / (contractual rents + estimated rental value on unlet premises).

Nursing and care home Christinenhof –

  • properties for which Cofinimmo receives rents;
  • properties with lease payments partially or entirely sold to a third party and of which Cofinimmo keeps the ownership and the residual value1 ;
  • different projects and renovations in progress.
  • It does not include the properties held by the group's subsidiaries under equity consolidation.

All properties of the consolidated property portfolio are held by Cofinimmo SA/NV, except those marked with an asterisk, which are partially or entirely held by one of its subsidiaries (see Note 40).

Property Year of con
struction (last
renovation/
extension)
Surface area
(in m²)
A
Contractual,
rents,
(x,1,000,EUR)
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
premises
(x 1,000 EUR)
HEALTHCARE REAL ESTATE 1,238,519 162,166 100% 162,393
Belgium 564,439 77,080 100% 77,080
Operator: Anima Care 6,752 754 100% 754
ZEVENBRONNEN - WALSHOUTEM 2001 (2012) 6,752 754 100% 754
Operator: Armonea 206,934 26,026 100% 26,026
BINNENHOF - MERKSPLAS 2008 3,775 464 100% 464
DAGERAAD - ANTWERP 2013 5,020 907 100% 907
DE WYNGAERT - ROTSELAAR 2008 (2010) 6,878 833 100% 833
DEN BREM - RIJKEVORSEL 2006 (2015) 5,408 751 100% 751
DOMEIN WOMMELGHEEM - WOMMELGEM 2002 6,836 824 100% 824
DOUCE QUIÉTUDE - AYE 2007 4,635 479 100% 479
MATHELIN - MESSANCY 2004 6,392 1,253 100% 1,253
HEIBERG - BEERSE 2006 (2011) 13,568 1,490 100% 1,490
HEMELRIJK - MOL 2009 9,362 1,086 100% 1,086
HENRI DUNANT - EVERE (BRUSSELS) 2014 8,570 1,269 100% 1,269
HEYDEHOF - HOBOKEN 2009 2,751 377 100% 377
HOF TER DENNEN - VOSSELAAR* 1982 (2008) 3,279 486 100% 486
LA CLAIRIÈRE - WARNETON 1998 2,533 282 100% 282
LAARSVELD - GEEL 2006 (2009) 5,591 958 100% 958
LAARSVELD SERVICEFLATS - GEEL 2009 809 63 100% 63
LAKENDAL - ALOST/AALST* 2014 7,894 854 100% 854
LE CASTEL - JETTE (BRUSSELS) 2005 5,893 522 100% 522
LE MENIL - BRAINE-L'ALLEUD 1991 5,430 621 100% 621
LES TROIS COURONNES - ESNEUX 2005 4,519 581 100% 581
L'ORCHIDÉE - ITTRE 2003 (2013) 3,634 610 100% 610
L'ORÉE DU BOIS - WARNETON 2004 5,387 612 100% 612
MARTINAS - MERCHTEM* 2017 7,435 972 100% 972
MILLEGHEM - RANST 2009 (2016) 9,592 1,020 100% 1,020
DE HOVENIER - RUMBEKE* 2011 (2015) 5,079 802 100% 802
NETHEHOF - BALEN 2004 6,471 714 100% 714
NOORDDUIN - COXYDE 2015 6,440 897 100% 897
PLOEGDRIES - LOMMEL* 2018 6,991 676 100% 676
RÉSIDENCE DU PARC - BIEZ 1977 (2013) 12,039 693 100% 693
SEBRECHTS - MOLENBEEK-SAINT-JEAN / SINT-JANS
MOLENBEEK (BRUSSELS)
1992 8,148 1,135 100% 1,135
T'SMEEDESHOF - OUD-TURNHOUT 2003 (2012) 8,648 1,028 100% 1,028
TILLENS - UCCLE/UKKEL (BRUSSELS) 2015 4,960 1,108 100% 1,108
VOGELZANG - HERENTALS 2009 (2010) 8,044 1,076 100% 1,076
VONDELHOF - BOUTERSEM 2005 (2009) 4,923 583 100% 583
Operator: Aspria 7,196 2,730 100% 2,730
SOMBRE 56 - WOLUWÉ-SAINT-LAMBERT / SINT-LAMBRECHTS
WOLUWE (BRUSSELS)
2004 (2012) 7,196 2,730 100% 2,730

1 The 'Contractual rents' section comprises the reconstitution of sold and discounted lease payments and, if applicable, the share of unsold lease payments (see Note 22). 2 The occupancy rate is calculated as follows: contractual rents / (contractual rents + estimated rental value on unlet premises).

Property Year of con
struction (last
Surface area
(in m²)
A
Contractual,
C=A/B2
Occupancy
B
Rents + ERV
renovation/
extension)
rents,
(x,1,000,EUR)
rate on unlet
premises
(x 1,000 EUR)
Operator: Calidus 6,063 782 100% 782
WEVERBOS - GENTBRUGGE 2011 6,063 782 100% 782
Operator: Care-Ion 44,193 6,410 100% 6,410
CLOS DE LA QUIÉTUDE - EVERE 1997 (2016) 7,227 1,086 100% 1,086
DE BLOKEN - WELLEN 2008 7,564 1,111 100% 1,111
DE GERSTJENS - ALOST/AALST 2015 6,252 1,060 100% 1,060
LE DOUX REPOS - NEUPRÉ 2011 6,875 959 100% 959
PAALEYCK - KAPPELLE-OP-DEN-BOS 2016 3,744 682 100% 682
RESIDENCE DU NIL - WALHAIN 1996 5,040 606 100% 606
SENIOR'S FLATEL - SCHAERBEEK 1972 7,491 906 100% 906
Operator: Le Noble Âge 6,435 1,245 100% 1,245
PARKSIDE - LAEKEN (BRUSSELS) 1990 (2013) 6,435 1,245 100% 1,245
Operator: Orelia 38,544 4,460 100% 4,460
DILHOME - DILBEEK* 2010 5,170 760 100% 760
EDEN PARK - ALOST/AALST* 2008 4,212 370 100% 370
KEIHEUVEL - BALEN* 2019 6,746 850 100% 850
PUTHOF - BORGLOON* 2018 11,333 1,200 100% 1,200
SERRENHOF - SAINT-TROND/SINT-TRUIDEN* 2020 8,038 900 100% 900
TEN BERGE - BELSELE* 2000 3,045 380 100% 380
Operator: Orpea Belgium 51,745 7,961 100% 7,961
GRAY COURONNE - IXELLES/ELSENE* 2014 7,042 920 100% 920
L'ADRET - GOSSELIES 1980 4,800 493 100% 493
LINTHOUT - SCHAERBEEK (BRUSSELS) 1992 2,837 486 100% 486
LUCIE LAMBERT - BUIZINGEN 2004 8,314 1,549 100% 1,549
PRINCE ROYAL - IXELLES/ELSENE* 2015 6,242 1,245 100% 1,245
PAUL DELVAUX - WATERMAEL-BOITSFORT/WATERMAAL
BOSVOORDE*
2014 6,283 998 100% 998
RINSDELLE - ETTERBEEK (BRUSSELS) 2001 3,054 584 100% 584
TOP SENIOR - TUBIZE/TUBEKE 1989 3,570 385 100% 385
VIGNERON - RANSART 1989 2,200 185 100% 185
VORDENSTEIN - SCHOTEN* 2014 7,403 1,118 100% 1,118
Operator: Senior Living Group (Korian group) 154,711 20,897 100% 20,897
ARCUS - BERCHEM-SAINTE-AGATHE/SINT-AGATHA-BERCHEM
(BRUSSELS)
2008 (2009) 10,719 1,894 100% 1,894
BÉTHANIE - SAINT-SERVAIS 2005 4,780 520 100% 520
DAMIAAN - TREMELO 2003 (2014) 20,274 2,673 100% 2,673
DE PASTORIJ - DENDERHOUTEM* 2013 8,088 819 100% 819
LA CAMBRE - WATERMAEL-BOITSFORT/WATERMAAL
BOSVOORDE (BRUSSELS)
1982 13,023 2,007 100% 2,007
NOOTELAER - KEERBERGEN 1998 (2011) 2,467 355 100% 355
PALOKE - MOLENBEEK-SAINT-JEAN/SINT-JANS-MOLENBEEK
(BRUSSELS)
2001 11,262 1,390 100% 1,390
PRINSENPARK - GENK 2006 (2013) 11,035 1,440 100% 1,440
PROGRÈS - LA LOUVIÈRE* 2000 4,852 524 100% 524
ROMANA - LAEKEN (BRUSSELS) 1995 4,375 908 100% 908
SEIGNEURIE DU VAL - MOUSCRON/MOESKROEN 1995 (2008) 6,797 1,194 100% 1,194
TEN PRINS - ANDERLECHT (BRUSSELS) 1972 (2011) 3,342 548 100% 548
VAN ZANDE - MOLENBEEK-SAINT-JEAN/ SINT-JANS
MOLENBEEK (BRUSSELS)
2008 3,463 433 100% 433
VLASHOF - STEKENE* 2016 6,774 952 100% 952
ZONNETIJ - AARTSELAAR 2006 (2013) 7,817 858 100% 858
ZONNEWEELDE - KEERBERGEN 1998 (2012) 6,106 792 100% 792
ZONNEWEELDE - RIJMENAM 2002 (2019) 15,327 2,072 100% 2,072
ZONNEWENDE - AARTSELAAR 1978 (2013) 14,210 1,520 100% 1,520
Operator: 't Hofke 7,063 884 100% 884
SAUVEGARDE - RUISBROEK* 2016 7,063 884 100% 884
Operator: Vivalto 8,033 1,374 100% 1,374
VIVALYS - BRUSSELS 1983 (2017) 8,033 1,374 100% 1,374
Property Year of con
struction (last
renovation/
extension)
Surface area
(in m²)
A
Contractual,
rents,
(x,1,000,EUR)
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
premises
(x 1,000 EUR)
Operator: Vlietoever 3,435 623 100% 623
VLIETOEVER - BORNEM* 2012 3,435 623 100% 623
Operator: Vulpia 18,841 2,352 100% 2,352
CHARTREUSE - LIÈGE/LUIK* 2015 11,013 1,257 100% 1,257
CLOS BIZET - ANDERLECHT* 2017 7,828 1,095 100% 1,095
Operator: Zwaluw 4,494 581 100% 581
ZWALUW - GALMAARDEN 2002 4,494 581 100% 581
France 214,035 27,724 99% 27,874
Operator: Colisée Patrimoine Groupe 3,230 420 100% 420
CAUX DU LITTORAL - NEVILLE* 1950 (2016) 3,230 420 100% 420
Operator: Inicéa 17,194 1,889 93% 2,039
CHAMPGAULT - ESVRES-SUR-INDRE* 1972 (1982) 2,200 - 0% 150
DOMAINES DE VONTES - ESVRES-SUR-INDRE* 1967 (2019) 8,498 661 100% 661
PAYS DE SEINE - BOIS-LE-ROY* 2004 (2010) 6,496 1,228 100% 1,228
Operator: Korian 148,365 18,295 100% 18,295
ASTRÉE - SAINT-ETIENNE* 2006 3,936 438 100% 438
AUTOMNE - REIMS* 1990 3,552 647 100% 647
AUTOMNE - SARZEAU* 1994 2,482 443 100% 443
AUTOMNE - VILLARS-LES-DOMBES* 1992 2,889 409 100% 409
BROCÉLIANDE - CAEN* 2003 4,914 715 100% 715
BRUYÈRES - LETRA* 2009 5,374 747 100% 747
CANAL DE L'OURCQ - PARIS* 2004 4,550 923 100% 923
CENTRE DE SOINS DE SUITE - SARTROUVILLE* 1960 3,546 378 100% 378
CHÂTEAU DE LA VERNEDE - CONQUES-SUR-ORBIEL* 1992 (1998) 3,789 523 100% 523
DEBUSSY - CARNOUX-EN-PROVENCE* 1996 3,591 369 100% 369
ESTRAIN - SIOUVILLE-HAGUE* 1976 (2004) 8,750 694 100% 694
FRONTENAC - BRAM* 1990 (2014) 3,388 307 100% 307
GLETEINS - JASSANS-RIOTTIER* 1990 (1994) 2,500 271 100% 271
GRAND MAISON - L'UNION* 1992 (2009) 6,338 780 100% 780
L'ERMITAGE - LOUVIER* 2007 4,013 483 100% 483
LE CLOS DU MURIER - FONDETTES* 2008 4,510 587 100% 587
LE JARDIN DES PLANTES - ROUEN* 2004 3,000 273 100% 273
LES AMARANTES - TOURS* 1996 4,208 485 100% 485
LES HAUTS D'ANDILLY - ANDILLY* 2008 3,069 501 100% 501
LES HAUTS DE JARDY - VAUCRESSON* 2008 4,373 728 100% 728
LES HAUTS DE L'ABBAYE - MONTIVILLIERS* 2008 4,572 531 100% 531
LES JARDINS DE L'ANDELLE - PERRIERS-SUR-ANDELLE* 2009 3,348 451 100% 451
LES LUBÉRONS - LE PUY-SAINTE-RÉPARADE* 1990 (2016) 6,414 689 100% 689
LES OLIVIERS - LE PUY-SAINTE-RÉPARADE* 1990 4,130 479 100% 479
MEUNIÈRES - LUNEL* 1988 4,275 728 100% 728
MONTPRIBAT - MONFORT-EN-CHALOSSE* 1972 (1999) 5,364 630 100% 630
OLIVIERS - CANNES LA BOCCA* 2004 3,114 423 100% 423
POMPIGNANE - MONTPELLIER* 1972 6,201 870 100% 870
PONT - BEZONS* 1988 (1999) 2,500 218 100% 218
ROUGEMONT - LE MANS* 2006 5,986 420 100% 420
SAINT GABRIEL - GRADIGNAN* 2008 6,274 776 100% 776
VILLA EYRAS - HYÈRES* 1991 7,636 679 100% 679
WILLIAM HARVEY - SAINT-MARTIN-D'AUBIGNY* 1989(2016) 5,779 702 100% 702
Operator: Mutualité de la Vienne 1,286 119 100% 119
LAC - MONCONTOUR* 1991 1,286 119 100% 119
Operator: Philogeris 4,698 374 100% 374
CUXAC - CUXAC-CABARDES* 1989 2,803 212 100% 212
LAS PEYRERES - SIMORRE* 1969 1,895 161 100% 161
Property Year of con
struction (last
renovation/
extension)
Surface area
(in m²)
A
Contractual,
rents,
(x,1,000,EUR)
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
premises
(x 1,000 EUR)
Operator: Orpea France 39,262 6,627 100% 6,627
BELLOY - BELLOY* 1991 (2009) 2,559 466 100% 466
HAUT CLUZEAU - CHASSENEUIL* 2007 2,512 413 100% 413
HÉLIO-MARIN - HYÈRES* 1975 12,957 1,804 100% 1,804
LA JONCHÈRE - RUEIL-MALMAISON* 2007 3,731 689 100% 689
LA RAVINE - LOUVIERS* 2000 (2010) 3,600 660 100% 660
LA SALETTE - MARSEILLE* 1956 3,582 625 100% 625
LE CLOS SAINT-SÉBASTIEN - SAINT-SÉBASTIEN-SUR-LOIRE* 2005 3,697 490 100% 490
MUSICIENS - PARIS* 2004 (2020) 4,264 1,346 100% 1,346
VILLA NAPOLI - JURANÇON* 1950 2,360 134 100% 134
The Netherlands 157,325 20,633 100% 20,710
Assets directly leased to healthcare professionals 45,773 5,735 99% 5,812
BURGEMEESTER MAGNEESTRAAT 12 - BERGEIJK* 1991 (2020) 2,946 474 100% 474
DODEWAARDLAAN 5-15 - TIEL* 2009 3,951 525 100% 525
GANZENHOEF - AMSTERDAM * 2000 (2013) 2,469 401 100% 401
MOERGESTELSEWEG 22-26 - OISTERWIJK - VOORSTE STROOM* 2008 1,561 234 100% 234
MOERGESTELSEWEG 32 - OISTERWIJK* 2007 1,768 299 100% 299
MOERGESTELSEWEG 34 - OISTERWIJK* 2002 1,625 222 77% 290
OOSTERKERKSTRAAT 1 - LEIDEN* 2012 1,813 264 100% 264
OOSTERSTRAAT 1 - BAARN* 1963 (2011) 1,423 210 100% 210
ORANJEPLEIN - GOIRLE* 2013 1,854 344 100% 344
PIUSHAVEN - TILBURG* 2011 2,257 460 100% 460
SIONSBERG - DOKKUM* 1980 (2015) 15,693 841 100% 841
TERGOOI - WEESP* 1991 (2019) 2,569 394 100% 394
TORENZICHT 26 - EEMNES* 2011 1,055 192 100% 192
WATERLINIE - UITHOORN* 2013 3,223 645 100% 645
ZOOMWIJCKPLEIN 9-13-15 - OUD BEIJERLAND* 2018 1,566 231 96% 239
Operator: Bergman Clinics 14,529 2,144 100% 2,144
BRAILLELAAN 5 - RIJSWIJK* 2013 (2019) 2,133 259 100% 259
BRAILLELAAN 10 - RIJSWIJK* 2020 3,917 660 100% 660
RIJKSWEG 69 and 69A - NAARDEN* 2010 5,821 935 100% 935
RUBENSSTRAAT 165-173 - EDE* 1991 (2014) 2,658 291 100% 291
Operator: DC Klinieken 3,152 457 100% 457
KRIMKADE 20 - VOORSCHOTEN* 1992 1,181 212 100% 212
LOUIS ARMSTRONGWEG 28 - ALMERE* 2000 1,971 245 100% 245
Operator: Domus Magnus 3,342 1,055 100% 1,055
LAURIERSGRACHT - AMSTERDAM* 1968 (2010) 3,342 1,055 100% 1,055
Operator: Fundis 18,159 1,526 100% 1,526
BRECHTZIJDE 20 - 2725 NS ZOETERMEER* 1997 (2008) 9,059 601 100% 601
VAN BEETHOVENLAAN 60 - ROTTERDAM* 1966 (1999) 9,100 925 100% 925
Operator: Gemiva 3,967 563 100% 563
CASTORSTRAAT 1 - ALPHEN AAN DEN RIJN* 2016 3,967 563 100% 563
Operator: Stichting Amphia 14,700 1,957 100% 1,957
DE PLATAAN - HEERLEN* 2017 14,700 1,186 100% 1,186
AMPHIA - BREDA* 2016 0 771 100% 771
Operator: Attent Zorg en Behandeling 1,795 217 100% 217
KASTANJEHOF 2 - VELP* 2012 1,795 217 100% 217
Operator: Stichting ASVZ 1,624 217 100% 217
GANTELWEG - SLIEDRECHT* 2011 1,624 217 100% 217
Operator: Stichting Gezondheidszorg Eindhoven (SGE) 2,237 362 100% 362
STRIJP-Z - EINDHOVEN* 2015 2,237 362 100% 362
Operator: Stichting JP van den Bent 1,576 213 100% 213
HOF VAN ARKEL - TIEL* 2012 1,576 213 100% 213
Property Year of con
struction (last
renovation/
Surface area
(in m²)
A
Contractual,
rents,
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
extension) (x,1,000,EUR) premises
(x 1,000 EUR)
Operator: Stichting Leger des Heils 1,181 99 100% 99
NIEUWE STATIONSTRAAT - EDE* 1985 (2008) 1,181 99 100% 99
Operator: Stichting Martha Flora 2,142 370 100% 370
KLOOSTERSTRAAT - BAVEL* 2017 2,142 370 100% 370
Operator: Stichting Philadelphia Zorg 7,250 752 100% 752
BARONIE 149-197 - ALPHEN AAN DEN RIJN* 2016 2,000 187 100% 187
CHURCHILLAAN - LOPIK* 2015 2,883 257 100% 257
WIJNKOPERSTRAAT 90-94 - GORINCHEM* 2019 2,367 308 100% 308
Operator: Stichting Rijnstate 3,591 440 100% 440
MARGA KLOMPELAAN 6 - ARNHEM* 1994 3,591 440 100% 440
Operator: Stichting Saffier 8,694 1,165 100% 1,165
NEBO - DEN HAAG* 2004 8,694 1,165 100% 1,165
Operators: Stichting Sozorg & Martha Flora 3,074 506 100% 506
DE RIDDERVELDEN - GOUDA* 2014 3,074 506 100% 506
Operator: Stichting tanteLouise 16,652 2,252 100% 2,252
VEILINGDREEF 6 - BERGEN OP ZOOM* 2010 16,652 2,252 100% 2,252
Operator: Stichting Zorggroep Noordwest- Veluwe 3,887 603 100% 603
ARCADE NW - ERMELO * 2014 3,887 603 100% 603
Germany 281,655 35,296 100% 35,296
Operator: Alloheim 13,003 1,352 100% 1,352
AUF DER ALTEN BAHN 10 - BICKENBACH* 2011 6,714 812 100% 812
BACHSTELZENRING 3 – NIEBÜLL* 1997 6,289 540 100% 540
Operator: Aspria 18,836 4,888 100% 4,888
MASCHSEE CLUB - HANOVRE* 2009 11,036 2,526 100% 2,526
UHLENHORST CLUB - HAMBOURG* 2012 7,800 2,362 100% 2,362
Operator: Azurit Rohr 32,621 3,284 100% 3,284
DR. SCHEIDERSTRAßE 29 – RIESA* 2018 6,538 856 100% 856
GAUßSTRAßE 5 – CHEMNITZ* 2004 7,751 765 100% 765
JOSEPH-KEHREIN-STRAßE 1-3 - MONTABAUR* 2003 (2015) 11,615 1,137 100% 1,137
SENIORENZENTRUM BRÜHL - CHEMNITZ* 2007 6,717 526 100% 526
Operator: Celenus (Orpéa group) 4,706 855 100% 855
NEXUS - BADEN-BADEN* 1896 (2005) 4,706 855 100% 855
Operator: Convivo 7,294 890 100% 890
AM STEIN 20 - NEUSTADT/WESTERWALD* 2012 2,940 378 100% 378
LANGE STRAßE 5-7 - LANGELSHEIM* 2004 4,354 512 100% 512
Operator: Curanum (Korian group) 6,641 704 100% 704
TRINENKAMP 17 - GELSENKIRCHEN* 1998 6,641 704 100% 704
Operator: Curata 32,050 3,112 100% 3,112
BURG BINSFELD – NOERVENICH* 1533 (1993) 8,146 860 100% 860
HAEHNER WEG 5 - REICHSHOF – DENKLINGEN* 1900 (1998) 7,604 870 100% 870
HERZOG-JULIUS-STRASSE 93 - BAD HARZBURG* 1870 (2010) 12,459 1,320 100% 1,320
SCHLOSSFREIHEIT 3 - NEUSTADT-GLEWE* 1997 3,841 62 100% 62
Operator: Domus Cura 9,604 1,655 100% 1,655
OSTLICHE RINGSTRASSE 12 - INGOLSTADT* 1991 6,518 875 100% 875
SCHONE AUSSISCHT 2 - NEUNKIRCHEN* 2009 3,086 780 100% 780
Operator: Kaiser Karl Klinik (Groupe Eifelhöhen- Klinik) 11,881 2,264 100% 2,264
KAISER KARL KLINIK - BONN* 1995 (2013) 11,881 2,264 100% 2,264
Operator: M.E.D. Gesellschaft für Altenpflege 4,602 588 100% 588
SENIORENRESIDENZ CALAU - CALAU* 2015 4,602 588 100% 588
Operator: Mohring Gruppe 9,913 911 100% 911
WESTSTRAßE 12-20 - BAD SASSENDORF* 1968 (2013) 9,913 911 100% 911
Operator: Oberberg 8,093 1,380 100% 1,380
AM SANDFELD 34 - KAARST* 2020 8,093 1,380 100% 1,380
Property Year of con
struction (last
renovation/
Surface area
(in m²)
A
Contractual,
rents,
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
extension) (x,1,000,EUR) premises
(x 1,000 EUR)
Operator: Orpea Germany 28,280 2,960 100% 2,960
AM KASTANIENPARK 2&24 - WIESMOOR* 1997 (2020) 4,926 572 100% 572
FOCKENBOLLWERKSTRASSE 31 -AURICH* 1994 (2020) 4,858 538 100% 538
PROF. KURT SAUER STRASSE 4 - BAD SCHÖNBORN* 1997 (2020) 18,496 1,850 100% 1,850
Operator: Sozialkonzept (Korian group) 6,100 655 100% 655
AUF DER HUDE 60 - LÜNEBURG* 2004 6,100 655 100% 655
Operator: Stella Vitalis 88,031 9,797 100% 9,797
AM TANNENWALD 6 - SWISTTAL* 2018 5,081 594 100% 594
BAHNHOFSTRASSE 10 - HAAN* 2010 5,656 740 100% 740
BIRKSTRASSE 41 - LECK* 1999 (2000) 4,407 340 100% 340
BRESLAUER STRASSE 2 - WEIL AM RHEIN* 2015 5,789 602 100% 602
BRUNNENSTRASSE 6A - LUNDEN* 1999 (2002) 8,153 485 100% 485
BUCHAUWEG 22 - SCHAFFLUND* 1998 (2004) 3,881 435 100% 435
DORSTENER STRASSE 12 - BOCHUM* 2010 5,120 760 100% 760
EPPMANNSWEG 76 - GELSENKIRCHEN* 2017 5,074 550 100% 550
ESCHWEILER STRASSE 2 - ALSDORF* 2010 5,302 690 100% 690
FÖRSTEREIWEG 6 - ASCHEFFEL* 1991 (1997) 4,925 351 100% 351
JUPITERSTRASSE 28 - DUISBURG-WALSUM* 2007 4,420 641 100% 641
KÖLNER STRASSE 54-56 - WEILERWIST* 2016 4,205 594 100% 594
OSTERENDE 5 - VIÖL* 2002 3,099 261 100% 261
OSTERFELD 3 - GOSLAR* 2014 (2015) 5,880 498 100% 498
OSTRING 100 - BOTTROP* 2008 4,377 590 100% 590
SEESTRASSE 28/30 - ERFSTADT* 2008 7,072 1,066 100% 1,066
STAPELHOLMER PLATZ - FRIEDRICHSTADT* 2017 5,590 600 100% 600
Spain 21,065 1,434 100% 1,434
Operator: Orpea Spain
CAPUCHINOS 85 - CASTELLÓN*
6,100 431 100% 431
Operator: Grupo Reifs 2020 6,100 431 100% 431
CONSTELACIÓN CORONA AUSTRAL 1 - UTRERA* 2004 14,965
7,095
1,003
553
100%
100%
1,003
553
MARTIN DE GAINZA 12 - ALCALÁ DE GUARDAÍRA* 2006 7,870 450 100% 450
OFFICES 481,062 76,424 92% 83,124
Brussels CBD 135,474 28,844 94% 30,530
ARTS/KUNST 27* 1977 (2009) 3,734 936 97% 960
ARTS/KUNST 46 1966 (1998) 11,516 2,276 95% 2,402
AUDERGHEM 22-28 2004 5,853 1,034 78% 1,322
BELLIARD 40 2018 20,323 5,164 99% 5,200
GUIMARD 10-12 1980 (2015) 10,410 2,588 100% 2,591
LIGNE 13* 2007 3,693 744 95% 787
LOI/WET 34* 2001 6,882 1,215 100% 1,217
LOI/WET 57 2001 10,279 1,911 100% 1,911
LOI/WET 227 1976 (2009) 5,915 1,427 99% 1,443
MEEÛS 23 2010 8,807 2,207 98% 2,242
MONTOYER 10 1976 6,205 790 100% 790
PORT/HAVEN 86C* 2014 16,725 3,951 100% 3,951
QUARTZ 2020 9,186 2,114 100% 2,114
SCIENCE/WETENSCHAP 41 1960 (2001) 2,932 616 99% 625
TRÔNE/TROON 98 1986 5,757 1,099 94% 1,174
TRÔNE/TROON 100 2020 7,258 773 43% 1,802
Brussels Decentralised 167,346 25,406 92% 27,591
BOURGET 40* 1998 (2020) 14,262 1,949 100% 1,950
BOURGET 42 2001 25,746 4,021 95% 4,249
BOURGET 44 2001 14,049 2,182 90% 2,421
Property Year of con
struction (last
Surface area
(in m²)
A
Contractual,
C=A/B2
Occupancy
B
Rents + ERV
renovation/
extension)
rents,
(x,1,000,EUR)
rate on unlet
premises
(x 1,000 EUR)
BRAND WHITLOCK 87-93 1991 6,216 916 92% 991
COCKX 8-10 (Omega Court)* 2008 16,472 2,133 81% 2,621
GEORGIN 2 2007 17,681 3,391 100% 3,391
HERMANN-DEBROUX 44-46 1992 9,666 1,595 95% 1,674
PAEPSEM BUSINESS PARK 1992 26,520 2,013 80% 2,528
SOUVERAIN/VORST 36 1998 8,310 818 63% 1,306
SOUVERAIN/VORST 280* 1989 (2005) 7,074 1,190 97% 1,224
THE GRADIENT 1976 (2013) 19,580 3,908 99% 3,942
WOLUWE 58 (+ parking Saint-Lambert/Sint- Lambertus) 1986 (2001) 3,868 784 100% 784
WOLUWE 62 1988 (1997) 3,285 505 99% 509
Brussels Periphery 78,674 7,944 76% 10,385
MERCURIUS 30 2001 6,124 571 100% 571
NOORDKUSTLAAN 16 A-B-C (West-End) 2009 10,022 1,494 87% 1,711
PARK LANE 2000 36,636 3,553 71% 5,003
PARK HILL* 2000 16,676 1,511 68% 2,238
WOLUWELAAN 151 1997 9,216 815 94% 863
Antwerp Periphery 36,636 5,366 94% 5,714
AMCA - AVENUE BUILDING 2010 9,403 1,610 97% 1,663
AMCA - LONDON TOWER 2010 3,530 546 88% 620
GARDEN SQUARE 1989 7,464 1,006 100% 1,009
NOORDERPLAATS (AMCA)* 2010 61 8 100% 8
PRINS BOUDEWIJNLAAN 41 1989 6,014 735 85% 866
PRINS BOUDEWIJNLAAN 43 1980 6,007 892 94% 952
VELDKANT 35 1998 4,157 569 95% 596
Other regions 57,549 8,864 100% 8,904
ALBERT Ier 4 - CHARLEROI
1967 (2005) 19,189 2,943 100% 2,943
KROONVELDLAAN 30 - DENDERMONDE 2012 9,645 1,382 100% 1,382
MECHELEN STATION - MALINES/MECHELEN 2002 28,715 4,539 99% 4,579
OFFICE BUIDLINGS WITH SOLD LEASE RECEIVABLES 49,847 9,564 100% 9,566
Brussels Decentralised 20,199 3,087 100% 3,087
COLONEL BOURG/KOLONEL BOURG 124* 1988 (2009) 4,137 399 100% 399
EVEREGREEN 1992 (2006) 16,062 2,687 100% 2,687
Brussels CBD 26,188 5,508 100% 5,510
LOI/WET 56 2008 9,484 2,143 100% 2,143
LUXEMBOURG/LUXEMBURG 40 2007 7,522 1,169 100% 1,169
NERVIENS/NERVIËRS 105 1980 (2008) 9,182 2,077 100% 2,077
MEEÛS 23 (+ parking) 2010 0 119 98% 121
Other regions 3,460 969 100% 969
MAIRE 19 - TOURNAI/DOORNIK* 1997 3,460 969 100% 969
PROPERTY OF DISTRIBUTION NETWORKS 375,325 37,475 99% 38,036
Pubstone 318,003 29,706 100% 29,805
Pubstone Belgium (696 buildings)* 275,870 19,567 100% 19,634
Brussels 40,258 3,914 100% 3,914
Flanders 172,776 11,627 100% 11,656
Wallonia 62,835 4,026 99% 4,064
Pubstone Netherlands (214 buildings)* 42,133 10,139 100% 10,170
MAAF (266 buildings)* 57,322 7,769 94% 8,231
TOTAL INVESTMENT PROPERTIES AND WRITEBACK OF SOLD AND
DISCOUNTED LEASE PAYMENTS
2,144,753 285,629 97% 293,118
Property Year of con
struction (last
renovation/
extension)
Surface area
(in m²)
A
Contractual,
rents,
(x,1,000,EUR)
C=A/B2
Occupancy
rate
B
Rents + ERV
on unlet
premises
(x 1,000 EUR)
ASSETS HELD FOR SALE 4,129 - -
Belgium 4,129 - -
COLONEL BOURG/KOLONEL BOURG 122 1988 (2006) 4,129 - -
HEALTHCARE RENOVATION PROJECTS 5,377 - -
Spain
BARCELONA 11 - CASTELLÓN* - -
EMILIA PARDO BAZAN 116 – VIGO* - -
ERNESTO CHE GUEVARA – OLEIROS* - -
JAUME II 57 - LÉRIDA* - -
MARIANO SANZ 39 - CARTAGENA* - -
MATERNITAT D'ELNA 1 - TARRAGONA* - -
SAN LUCAR 20 - PUERTO SANTA MARIA* - -
Finland
VAASANPUISTIKKO 22 - VAASA* - -
The Netherlands 5,377 - -
CHRISTOFFEL PLANTIJNSTRAAT 3 - THE HAGUE* 5,377 - -
OFFICES RENOVATION PROJECTS 15,528 - -
ARTS/KUNST 47-49 6,915 - -
BOURGET 50 4,878 - -
LOI/WET 85* 3,735 - -
TENREUKEN - -
LAND RESERVE HEALTHCARE REAL ESTATE 40 - 40
ISLAS CANARIAS 98 - SANTA CRUZ DE TENERIFE* - - -
ORÉE DU BOIS - WARNETON 24 - 24
OSTLICHE RINGSTRASSE 11 - INGOLSTADT 16 - 16
PAU ALIAMAR 10 - TOMARES* - - -
LAND RESERVE OFFICES 35 - 35
Brussels CBD 26 - 26
DE LIGNE 3 - 3
EGMONT I 14 - 14
EGMONT II 6 - 6
LOUISE/LOUISA 140 - - -
MEIBOOM 16-18 - - -
MONTOYER 14 2 - 2
MONTOYER 40 - - -
Brussels Decentralised 5 - 5
TWIN HOUSE 3 - 3
WOLUWE 34 2 - 2
Brussels Periphery - - -
KEIBERG PARK - - -
WOUWE GARDEN 26-30 - - -
Antwerp Periphery 3 - 3
PRINS BOUDEWIJNLAAN 24A 3 - 3
Antwerp Singel 1 - 1
QUINTEN - - -
REGENT - - -
ROYAL HOUSE - - -
UITBREIDINGSTRAAT 2-8 - - -
UITBREIDINGSTRAAT 10-16 1 - 1
PORTFOLIO GRAND TOTAL 2,169,787 285,704 293,194

MARKET COMMENTARY

Healthcare real estate

The value of Cofinimmo's consolidated healthcare real estate portfolio accounted for 59% of the company's consolidated real estate portfolio in 2020. In this sector, Cofinimmo owns properties worth nearly 2,882 million EUR in six countries: Belgium, France, Germany, the Netherlands, Spain and Finland. In total, Cofinimmo owns 220 nursing homes and nearly 20,600 beds.

THE BELGIAN HEALTHCARE MARKET1

2020 was an unusual year for nursing homes, with the appearance of COVID-19 at the end of the winter in Europe and the many deaths resulting from it. As well as other economic sectors impacted by the crisis, the relevant authorities in Belgium – and in this instance the Regions – acted to offset the financial losses caused, among other things, by the deaths and the falls in the occupancy rates of these nursing homes. While the occupancy rate of Belgian nursing homes was 95% in 2019, we do not have the final, verified figures for 2020, but they are estimated at around 10%. However, we believe that this impact will be temporary and that the occupancy rate should return to around 95% in the months and years to come. Nevertheless, the arrival of several vaccines as of 1st January 2021 means that the outlook is encouraging for the future. Indeed, the vaccination programme beginning in Belgium in 2021 will be aimed in the first instance at nursing homes and the elderly, and the excess mortality rate recorded in 2020 should not be repeated in 2021.

According to Statbel, on 1st January 2020, Belgium had a population of 11,493,000, which was a slight rise compared with 2019. This increase follows the pattern of recent years. It should be noted that the growth in population is higher in the Brussels Capital Region and in Flanders than in Wallonia. It is also important to highlight that in ten years' time, the number of people aged over 65 has risen significantly compared to the overall Belgian population. However, the population is younger in Brussels than in the country's two other regions.

Indeed, the proportion of people aged 67 and over in the working population (18-66 years), called the dependence coefficient, is currently around 32% and is likely to be 40% by 2040 according to the latest population forecasts. This ratio is just below the European average. This ageing of the population can be explained, among other factors, by the fact that the baby-boomer generation is gradually leaving the working age population. The ageing of the Belgian population is forecast to stabilise by 2040.

Benefiting from one of the best healthcare systems in Europe, Belgians remain in good health for longer. As a result, Belgian life expectancy continues to rise. Currently, it is 81.5 years, which also increases the number of potential candidates for nursing homes.

The regionalisation of healthcare – and particularly healthcare for the elderly – makes it difficult to track statistics, especially in terms of the number of beds available and in the pipeline, the rates charged and the overall policy of assistance for the elderly. This makes it difficult to collect, compile and analyse information. With this in mind, the figures that follow should be taken as estimates.

According to the latest statistics available, Belgium has about 1,500 nursing homes and approximately 110,000 beds in the nursing and care home sector. The total market of nursing homes managed by operators was estimated at 5.8 billion EUR in 2018.

Taking these population prospects into account, Femarbel estimates an overall capacity need of around 178,500 accommodation units by 2030 and 287,000 units in 2050. This will represent an average annual growth of 4,500 accommodation units between now and 2050.

Assuming no changes to policy, the ageing population will generate a need for 87,300 FTEs in 2030, which represents the creation of jobs for 15,000 FTEs or 24,000 jobs in a little over 10 years. Looking forward to 2050, 140,500 FTEs would be required, or 226,600 jobs. This means that the sector will create more than 100,000 direct jobs over a period of 30 years. These are jobs that are accessible to various levels of qualification. They are also jobs that are stable, long-term and cannot be relocated.

According to the latest figures available, the respective market shares (in number of beds) of the three different categories of Belgian players remain relatively stable at a national level. The public providers (PSAC) have approximately 30% of beds, with private operators at around 35% and non-commercial private operators (non-for-profit) also at about 35%. Among the main private providers operating in Belgium are Armonea, Senior Living Group (Korian), Orpea, Vulpia, Vivalto and Anima Care, which have between 20 and 25% of all of the beds available in Belgium. The three Belgian leaders alone, Armonea, Senior Living Group and Orpea, have approximately 17% of beds between them.

However, it should be noted that the occupancy rates vary from one region to another and from one type of operator to another. The Brussels Capital Region, which is younger in age on average, appears to have a lower occupancy rate than the country's two other regions.

The profitability of the nursing home market depends on these occupancy rates, but this profitability can also be expected to be impacted by certain issues in 2020-2025. Among these challenges, we should mention new government regulations. These new regulations relate to care quality accreditations, as well as to staff turnover. The market is therefore highly regulated by the authorities, creating a strong barrier to entry, which discourages new entrants.

According to a study by ING, Belgians are among those willing to pay more for their stay in a nursing home. It should be noted that the rates per day have risen constantly in recent years. In 2017, rates varied on average between 1,390 EUR per month (public structure), 1,450 EUR per month (private structure) and 1,520 EUR per month (associative structure). Prices can, of course, soar quickly depending on the location and the quality of the infrastructure.

The total volume of investment in the nursing home sector exceeded 400 million EUR in 2020 in the wake of numerous acquisitions, in particular by Cofinimmo and several other Belgian investors.

Like almost all branches of real estate, prime yield continues to compress (some transactions taking place at rates below 4.30%), making nursing homes an attractive asset to hold in the portfolio. However, it should also be noted that the health crisis may cause this compression to slow in the months ahead. Having said that, in the long term, the ageing population and the use of nursing homes should continue, making this type of investment a secure one.

THE DUTCH HEALTHCARE MARKET2

In 2020, the interest shown in this real estate market increased among both Dutch and foreign investors. Foreign investors such as Cofinimmo were already active in this market. In 2020, foreign investors, combined

  1. Written by C&W and PwC Belgium and integrated as agreed upon with them in this annual financial report. 2. Written by PwC The Netherlands and integrated as agreed upon with them in this annual financial report.

with Dutch institutional investors and real estate funds stood out for a growing number of acquisitions in the Netherlands. Local Dutch investors keep purchasing healthcare real estate.

Major change in the Dutch real estate sector is the increase of real estate transfer tax rates ('RETT') per 1st January 2021. Per 1st January 2021 the RETT rate for residential assets has increased from 2% to 8% (for non-natural persons) and the RETT rate for non-residential assets has increased from 6% to 8%. This change in RETT rates resulted in a significant increase in transaction volume before year-end 2020.

The Care sector

The investment volume of the first half year of 2020 showed a declining number of transactions in the care sector from (re)development perspective as well as from investment perspective, due to COVID-19. Several deals that were done were initiated preCOVID-19, other deals have been put on hold but have recently been reinitiated.

The investment volume of the second half year of 2020 showed an increase in transactions compared to the first half year of 2020. Partly because of the sector getting familiar with the COVID-19 situation and partly because of the increase of the Dutch real estate transfer tax (RETT) per 1 January 2021.

During 2020 healthcare operators have been heavily faced with the effects of COVID-19. Nursing homes have been temporarily closed for visitors as the care staff and residents were fighting the COVID-19 virus. The focus was primarily on COVID-19, decisions on real estate (strategy) were mainly postponed. As parties are getting used to the new reality of COVID-19, it is expected that the other matters, such as real estate (strategy) will also receive more attention. This resulted in, for example, disposal of assets by several healthcare operators at the end of 2020.

Because of the double phenomenon of healthcare needs that are changing and old nursing homes that are being closed down (for no longer meeting current standards), in the Netherlands, demand for new nursing homes is on the up. This is reflected by an even longer waiting list in 2020 than in 2019 for a place in a rest and nursing home and by the insufficient number of available service flats. Furthermore, the usual residential market is suffering from a shortage of suitable properties, while returns are under pressure. Therefore, nursing home real estate is considered an interesting alternative. This is shown by the fact that institutional investors are stepping up investments in this sector.

The Cure sector (healthcare centres/first-line care)

Like the care sector the first half of 2020 a declining number of transactions in the medical sector has been observed. During the second half of 2020 this turned, partly because of the sector getting familiar with the COVID-19 situation and partly because of the increase of the Dutch real estate transfer tax (RETT) per 1 January 2021.

Over 60% of care centres are held by private investors and by residential property companies. In line with the trends described above, housing companies and healthcare institutions (including various hospitals) are selling their medical centres. This is because keeping these centres leads to a freezing of funds and does not or not sufficiently help achieve key objectives.

These medical centres are a most attractive investment opportunity, as, on top of their location in the relevant 'catchment areas', they house a relatively high number of essential medical care functions like those performed by general practitioners, pharmacists, dentists and physiotherapists. The on-site availability of services provided by specialists and polyclinics further enhances the position of these centres.

The demand for care in the primary sector continues to increase whilst offerings in certain regions are reaching their limits. In the medium term, general practitioners are expected to expand organisationally by linking up with more physicians and more specialists in broader domains. Today, 'duo practices' are still the most common form in this respect. The number of one-person medical practices is decreasing. One expects an increase in medical group practices cooperating with sector partners such as pharmacists, physiotherapists and specialist physicians. Given that the elderly continue living in their homes until reaching a higher age, cooperation with home care service providers is being intensified.

THE GERMAN HEALTHCARE MARKET1

Demographic evolution in Germany

The percentage of persons aged 67 and over in Germany is increasing and will peak at 28% of the population in 2060, representing 21.1 million people. The proportion of persons aged 80 and over was 5.4% in 2013 and, according to Verband der Ersatzkassen (Association of substitute health insurance funds) and Statista, will gradually rise to reach 8.9% in 2035.

Irrespective of the existing offering, an increase in the number of nursing homes is required to meet the growing demand triggered by the ageing trend.

Care dependency

Considering the growing proportion of the elderly in the German population, the total number of persons who need care will increase from 2.6 million in 2013 to 3.5 million by 2030, which is an increase of 32.5%. Of course, the proportion of persons dependent on the provision of care goes up with age.

Market description

The Federal Republic of Germany is made up of 16 federal states, each having their own legislation regarding care for the elderly. The German nursing home market is highly fragmented and is dominated by non-profit organisations as well as by public and private institutions.

Demand for nursing homes will strongly increase in the coming years. Between now and 2030, there will be a need for over 177,000 additional places. Assuming 100 places per institution, 1,770 nursing homes would need to be built extra by that time.

The healthcare investment market shows steady growth. The transaction volume over the first three quarters of 2020 totalled almost 2 billion EUR, which is an increase of 45% compared to the first three quarters in the previous year. Approximately 70% of the investment volumes refers to care homes. International investors, particularly Europe-based investors, have dominated this market (one third allocable to investors from the Benelux countries and approximately 15% to France), with an even larger foreign investment expansion being expected.

The prime yield decreased to 4.25%, which was an all-time low, but which is still significantly higher than investments returns generated by other asset classes (e.g. office).

Outlook

The Corona pandemic has heightened the interest of investors in properties with secure streams of rental and lease payments, as offered by healthcare properties; so far, none of the large portfolio holders has reported rental losses. Therefore, the cumulated investment volume in 2020 is expected to significantly exceed the 2.1 billion EUR mark achieved in 2019.

  1. Written by PwC Germany and integrated as agreed upon with them in this annual financial report.

Due to the Corona pandemic, nursing homes have been faced with a heavy workload, closures of the properties and, unfortunately, increasing deaths. As since mid of December instant COVID-19 testing for staff and visitors was established and vaccinations started end of 2020 in nursing homes, a prospect of rapid improvement and recovery is given.

THE SPANISH HEALTHCARE MARKET1

Spain has a high average life expectancy and a strongly ageing population. It is estimated to be the oldest country in Europe by 2050. Combined with a lack of beds, an obsolete stock and a fragmented market, this market offers a lot of opportunities for a potential consolidation. In 2020, the top 10 operators hold 20% of the total beds.

During 2020 the Spanish market has continued to be a target for European nursing home leaders: Korian continued with their expansion strategy in Spain acquiring 6 assets in Mallorca (696 beds), now holding a portfolio of over 2,000 beds. Another operator recently entering the Spanish market is Vivalto, which acquired the regional operator Solimar. Nursing homes with more than 100 beds in Spain represent 51.3% of the total market. Most of these centres are managed by private operators. A large number of transactions took place in 2019 and 2020. This increasing trend is expected to continue in 2021.

The investment volume has significantly increased over recent years with the arrival of new national and international capital. The investment volume increased over 50% in 2020 vs 2019. Investment activity was higher in 2020 than in previous years with mergers and acquisitions being the dominant type of deals in the market. We estimate that around 550 million EUR of care homes were traded in 2020 based on RCA and in-house data. The number of partnerships between investors and operators has increased in recent years and this is expected to continue in the future, leading to further increased investment volumes.

Increasing investor demand in recent years has sharpened yields to 4.75% for prime assets.

THE FINNISH HEALTHCARE MARKET2

The COVID-19 pandemic slowed down the transaction market in Finland during 2020 on the back of the increased uncertainty from the global pandemic. The Finnish transaction volume was 5.87 billion EUR in 2020, down 17% from 2019. The Finnish real estate market reflected the uncertainty from the global pandemic, especially in the second and third quarter of 2020, while the activity resumed in the last quarter of the year. The second and third quarter of the year saw significant declines in investment volumes, 79% and 58% (year-over-year) respectively, as vendors were postponing asset disposals and foreign investors were unable to visit sites and asset locations due to the government-imposed travel restrictions.

The investment volumes in the last quarter of the year were on the same level as in the year before and there was a spill of pent up demand coming through in the last weeks of 2020. Finland is known to have the largest share of foreign capital in the Nordics (58% in 2020) and the tight travel restrictions and government guidelines had an impact on this cross-border deal activity in 2020. The largest sector in 2020 was offices with a 31% share of the total transaction volume followed by care and residential, 22% and 17% respectively. The Helsinki Metropolitan Area continues to receive a large share of the total transaction activity in Finland with 63% of the total investment volume in 2020 coming from the capital city region.

The impact of the pandemic has varied on different real estate sectors. Logistics and residential as well as care have been the most sought-after sectors as investors were looking for alternatives for the traditional retail and office sectors, which have seen the effect of COVID-19 movement restrictions and guidelines. Logistics saw a boost in demand after the pandemic increased the shift to online and further intensified the growth of e-commerce. The residential and care sectors are considered to be safe havens during this time with a solid investor demand and steady long-dated income profiles.

The office market3

All the information below, which covers Belgium and Luxembourg, was obtained from the databases, analyses and market reports of Cushman & Wakefield.

The value of Cofinimmo's portfolio in the office sector amounts to 30% of the total consolidated portfolio.

The office market in Belgium ended 2020 with a total take-up of 630,000 m² (including leases, extensions and purchases for own occupancy), which was a reduction of some 30% compared with the level of activity observed in 2019 (900,000 m²). The global health crisis sparked by COVID-19 has had a significant impact on all the economic activity and real estate is no exception. Brussels and Flanders performed disappointingly, whereas Wallonia saw a sharp rise in take-up, under the impetus of the public authorities.

The office market in Brussels (including the periphery) recorded the lowest take-up for more than 20 years, with a level of 264,000 m². This represents a fall of nearly 50% compared with 2019, which was an exceptional year for Brussels. There were some 265 deals transacted, more than 100 fewer than in the previous year.

Unlike 2019, the public sector was not very active in 2020, with the exception of the 30,000 m² leased by the European Commission at The One building in the Leopold District. Demand from the private sector was also down, driven no doubt by the effect of COVID-19. Regarding coworking, it came to an almost complete standstill in Brussels, with only 4 transactions recorded in 2020 and financial difficulties encountered by numerous operators.

In 2020, approximately 220,000 m² of new office buildings were completed and handed over during the course of the year, the main ones being the Gare Maritime (45,000 m²), the Manhattan Centre (41,000 m²) and the Mobius Tower, occupied by Allianz (26,000 m²). Furthermore, the pipeline for 2021 and 2022 is significant, with the handover scheduled of almost 450,000 m² of new offices in Brussels, 200,000 m² of which was still available at the end of 2020.

Despite the low level of activity, the vacancy rate again fell in 2020 to reach its lowest level in more than 10 years, at 7.2% at year-end. Major differences continue to appear, depending on the district: the CBD (Léopold, Centre, North, South and Louise) saw a vacancy rate of below 4%, whereas the Decentralised and Periphery recorded rates of 11.6% and 16.5% respectively. The vacancy rate is likely to continue rising to some extent in the years ahead. Indeed, working from home increased significantly in 2020 following the requirement to work from home imposed in numerous sectors. The hybridisation of the workplace will continue in the years to come. This hybridisation will inevitably lead to the whole idea of office space being reconsidered and could result in some spaces being released. Some companies have already launched on this thought process and are subletting space. Combined with the speculative pipeline currently under construction, the vacancy rate could exceed 8.5% and perhaps even 9% by the end of 2022.

1. Written by C&W Spain and integrated as agreed upon with them in this annual financial report.

2. Written by CBRE Finland and integrated as agreed upon with them in this annual financial report. 3. Written by C&W Belgium and integrated as agreed upon with them in this annual financial report.

Prime office rents in Brussels remained stable at 320 EUR/m²/year throughout 2020. The low level of availability of quality space and the confidence of certain owners regarding the achievable level of rent also contributed to a rise in prime rents in the Louise district (275 EUR/m²/year) and in the North district (250 EUR/m²/year). Conversely, they fell to 175 EUR/m²/year in the Decentralised zone, which continued its lacklustre performance. Taking account of high-quality buildings placed recently on the market, or which are scheduled to be released in the coming months, prime rents could increase further to reach 325 EUR/m²/year by the end of 2021.

All sectors combined, the volume of investment in Belgium in 2020 was in excess of 6 billion EUR – an absolutely record for commercial real estate in Belgium. This volume was boosted by a number of major transactions in the offices sector (in particular the sale of the Tour des Finances for over 1.2 billion EUR) and the industrial sector as well, whereas the retail sector recorded another fall, to reach a total volume of 684 million EUR for 2020.

The Belgian office market recorded an investment volume of 4.23 billion EUR, 3.5 billion EUR of which was to be found in the Brussels' office market. Indeed, in addition to the large number of transactions (76 over the whole year), volumes in Brussels reached new records in the wake of a number of significant deals. In total, 8 transactions of more than 100 million EUR were recorded in the offices market in Brussels. The most notable of these was the acquisition of the Tour des Finances for more than 1.2 billion EUR, ahead of the sale of the IRIS Tower (over 210 million EUR) and the acquisition of the Euroclear office for more than 170 million EUR. Foreign investors still account for the majority of buyers. International investors tend to focus on LT-Core, Core and Core + products, whereas "add-value" and redevelopment products are reserved more for Belgian investors, with the exception of "non-market" transactions, such as the acquisition of the Toaster by Cofinimmo.

Despite the health crisis, prime yield rates on the Brussels office market are still at historic lows, mainly on account of the accommodating interest rates policy pursued by the European Central Bank and competition between investors for the best assets. Preferential yields from buildings with 6/9-year leases fell to 4% in 2020, which was a further fall from the 4.10% recorded at the end of 2019, reflecting the strong demand for investments in the offices sector. Long-term prime yield rates also contracted to 3.50% following the sale of several assets, compared with 3.55% in 2019. With interest rates bound to remain at very low levels throughout 2021, prime yield rates should remain stable or even compress again to reach a historic new low record during the year.

Distribution network real estate markets (Pubstone and Cofinimur)1

Cofinimmo's share in distribution network real estate was estimated at 11% as at 31 December 2020. The subsidiaries (Pubstone for the restaurant/café sector in Belgium and the Netherlands, and Cofinimur I for the local agencies/shops sectors in France) have a highly diversified risk profile geographically as well as through their particular nature between commercial real estate and investment properties with possible redevelopment potential. The fair value of the properties held in the distribution network real estate segments is 548 million EUR.

The global health crisis encountered in 2020 has had significant effects on the country's economic activity. Indeed, the GDP growth rate fell at -6.7%, while unemployment rose slightly and is set to increase further in 2021, plus consumer morale is sluggish. In terms of private consumption, the concern of households regarding their ability to save is growing and this is having an impact on retail spending.

As it has been observed everywhere in Europe (and across the world), the retail landscape is undergoing structural movements and is currently changing fast. COVID-19 has brought change at a faster pace than previously seen. There has been a major rise in online retail. However, bricks-and-mortar retail is not dead, although it is undergoing rapid and seismic changes.

Across Europe, there is growing divergence between primary and secondary retail locations, with secondary sites seeing a greater easing in demand and more significant reductions in rent. The same trend can be seen in Belgium, with secondary sites suffering the most from the increase in vacancy rates and a fall in the number of visitors. This is having a negative impact on movements in rent levels. It should also be pointed out that the dichotomy between primary and secondary sites not only applies between cities, but also within a city itself, where central areas may remain relatively stable, while secondary locations / zones experience negative developments. The health crisis, the various periods of lockdown and the prolonged closure of bars and restaurants have all inevitably weighed heavily on retail – and mainly in the Food & Beverage sector, although this sector has succeeded in reinventing itself and has found new ways of reaching customers.

However, while secondary retail has been hit harder overall, we cannot categorically say that certain sectors / cities are more vulnerable than others – the risk of obsolescence will vary from one asset to another and from one location to another, etc. As such, it is becoming increasingly difficult to accurately assess how specific locations will perform without having a good understanding of all of the factors behind these developments.

The Hospitality sector is even more specific and may benefit from the rapid growth of trends in the Food & Beverage sector, despite the successive closures seen in 2020. Indeed, the F&B market has grown healthily over the past ten years and that also continued in 2020. As a result, the proportion of businesses such as clothes, shoes, etc. as a percentage of total retail is falling and has been partly replaced by offerings from F&B, leisure and entertainment in different streets, shopping centres, out-of-town retail parks and the main shopping streets. This is explained in particular by the change in consumer buying habits and the growth of the "retail experience", reflecting the desire of shoppers to enhance their bricks-and-mortar buying experience with an overall social / leisure experience. The COVID-19 crisis has also reinforced consumer willingness to buy more "locally".

As a result, and despite the health-related issues at stake, new retail developments, renovations and extensions are being designed more and more to include lifestyle and F&B zones, including self-contained food stands, street food outlets and kiosks. Establishing and / or expanding the F&B footprint in retail projects, offers owners the opportunity to increase the number of visitors, the amount of time shoppers stay on-site and, finally, how much they spend. This is particularly important given the challenges facing established retailers due to the growth of online retail in recent years in certain markets.

INDEPENDENT REAL ESTATE VALUER'S REPORT

Brussels, 23 February 2021

To the Board of Cofinimmo SA/NV

Re: Valuation as of 31 December 2020

Context

152

We have been engaged by Cofinimmo to value its consolidated real estate portfolio as of 31 December 2020 with a view to finalising its financial statements at that date.

Cushman & Wakefield (C&W), Jones Lang Lasalle (JLL), PricewaterhouseCoopers (PwC) and CBRE have each separately valued a part of Cofinimmo SA consolidated portfolio.

C&W, PwC, JLL have each separately valued a part of the offices portfolio.

C&W and PwC have each separately valued part of the healthcare portfolio in Belgium.

C&W and JLL France have each separately valued part of the healthcare portfolio in France.

The healthcare portfolio in The Netherlands has been valued by PwC Netherlands.

PwC and C&W Germany have each separately valued part of the healthcare portfolio in Germany.

The healthcare portfolio in Spain has been valued by C&W Spain.

The healthcare portfolio in Finland has been valued by CBRE Finland.

The portfolios of Pubstone in Belgium and the Netherlands have been valued by C&W.

The portfolio of distribution networks in France has been valued by C&W.

C&W, PwC, JLL and CBRE have in-depth knowledge of the real estate markets in which Cofinimmo is active and have the necessary, recognised professional qualifications to perform this assessment. In conducting this assessment, they have acted with complete independence.

As is customary, our assignment has been carried out on the basis of information provided by Cofinimmo regarding tenancy schedules, charges and taxes borne by the landlord, works to be carried out and all other factors that could affect property values. We assume that the information provided is complete and accurate. Our valuation reports do not in any way constitute an assessment of the structural or technical quality of the buildings or an in-depth analysis of their energy efficiency or of the potential presence of harmful substances. This information is well known to Cofinimmo, which manages its properties in a professional way and performs technical and legal due diligence before acquiring each property.

Opinion

We confirm that our valuation has been done in accordance with national and international market practices and standards (International Valuation Standards issued by the International Valuation Standards Council and included in RICS Valuation – Professional Standards January 2020, the Red Book of the Royal Institute of Chartered Surveyors.

The Investment value (in the context of this valuation) is defined as the amount most likely to be obtained at normal conditions of sale between willing and well-informed parties, inclusive of transactions costs (mainly transfer taxes) to be paid by the acquirer. It does not reflect the costs of future investments that could improve the property or the benefits associated with such costs.

Valuation methodology

The valuation methodology adopted is mainly based on the following methods:

Method of estimated rental value capitalisation (ERV capitalisation)

This method consists in capitalising the estimated rental value of the property by using a capitalisation rate ('yield') in line with the investment market. The choice of the capitalisation rate used is linked to the capitalisation rates applied in the real estate investment market, which takes into account the property location, the quality of the buildings and that of the tenant, and the quality and duration of the lease at the valuation date. The rate corresponds to the rate anticipated by potential investors at the valuation date. To determine the estimated rental value, one takes into account the market data, the location of the property and the quality of the building.

The resulting value must be adjusted if the passing rent generates operational income higher or lower than the estimated market value used for capitalisation. The valuation takes into consideration the charges that will need to be incurred in the near future.

Discounted cash flow method (DCF)

Under this method, it is required to assess the net rental income generated by the property on a yearly basis for a specific period and discounted at today's value. The projection period generally varies between 10 and 18 years. At the end of the period a terminal value is calculated using either a residual value, either a capitalisation rate is applied onto the estimated rental value that takes into account the anticipated condition of the building at the end of the projection period, discounted at today's value.

Residual value method

The value of a project is determined by defining the development potential on site. This implies that the intended use of the project is known or foreseeable in a qualitative (planning) and quantitative manner (number of square metres that can be developed, future rents, etc.). The value is obtained by deducting the costs upon completion of the project from its anticipated value.

Approach by market comparables

This method is based on the principle that a potential purchaser will not pay more for the acquisition of a property than the price recently paid on the market for similar properties.

Transaction Costs

In theory, the disposal of properties is subject to a transfer tax charged by the Government and paid by the acquirer, which represent substantially all transaction costs. For properties situated in Belgium, the amount of this tax mainly depends on the mode of transfer, the capacity in which the acquirer acts and the property's location. The first two variables, and therefore the amount of tax payable, are only known once the sale is contracted. Based on a study from independent real estate experts dated 8 February 2006 and reviewed on 30 June 2016, the 'average' transaction cost for properties over 2,500,000 EUR is assessed at 2.5%.

The fair value (as defined under IFRS 13 and by the BEAMA's (Belgian Asset Managers Association) press release of 8 February 2006 and reviewed on 30 June 2016) for properties over 2,500,000 EUR can therefore be obtained by deducting 2.5% of 'average' transaction cost from their investment value. This 2.5% figure will be reviewed periodically and adjusted if on the institutional investment transaction market a change of at least +/- 0.5% in the effectively 'average' transaction cost is observed.

For properties with an investment value under 2,500,000 EUR transfer taxes of 10% or 12.5% have been subtracted, depending on the region of Belgium where they are situated.

The transfer taxes on properties in France, Germany, the Netherlands, Spain and Finland have been deducted in full from their investment values to obtain their fair values.

Assets subject to a sale of receivables

Cofinimmo is owner of several buildings of which the rents have been sold in the past to a third party. The valuers have valued those properties as freehold (before sale of receivables). At the request of Cofinimmo , the values mentioned below represent for these buildings the freehold value net of the rents still due (residual value), as calculated by Cofinimmo. This calculation by Cofinimmo has not been analysed in depth by the valuers. In the forthcoming quarters, the residual value will evolve in such a way as to be, at the maturity of the sale of the receivables, equivalent to the freehold value.

Market conditions explanatory note: Novel Coronavirus (COVID-19)

The outbreak of COVID-19, declared by the World Health Organisation as a 'Global Pandemic' on the 11 March 2020, has and continues to impact many aspects of daily life and the global economy – with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel restrictions have been implemented by many countries and 'lockdowns' applied to varying degrees. Whilst restrictions have now been lifted in some cases, local lockdowns may continue to be deployed as necessary and the emergence of significant further outbreaks or a 'second wave' is possible.

The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date some property markets have started to function again, with transaction volumes and other relevant evidence returning to levels where an adequate quantum of market evidence exists upon which to base opinions of value. Accordingly, and for the avoidance of doubt, our valuation is not reported as being subject to 'material valuation uncertainty' as defined by VPS 3 and VPGA 10 of the RICS Valuation – Global Standards, except as identified below.

Material valuation uncertainty

In respect of healthcare in Spain, healthcare in Germany (partially), sport & wellness centres in Belgium and Germany and the portfolio of Pubstone Belgium and Pubstone Netherlands, whose aggregate value represents less than 23% of the consolidated portfolio, as at the valuation date we continue to be faced with an unprecedented set of circumstances caused by COVID-19 and an absence of relevant/ sufficient market evidence on which to base our judgements. Our valuation is therefore reported as being subject to 'material valuation uncertainty' as set out in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. Consequently, in respect of these valuations less certainty – and a higher degree of caution – should be attached to our valuation than would normally be the case.

For the avoidance of doubt; this explanatory note, including the 'material valuation uncertainty' declaration, does not mean that the valuation(s) cannot be relied upon. This explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19 we highlight the importance of the valuation date.

Investment Value and Fair Value

Taking into account the above opinions, the investment value (transaction costs not deducted) of Cofinimmo's consolidated real estate portfolio as at 31 December 2020 is estimated at 5,082,060,000 EUR.

Taking into account the above opinions, the fair value, after the deduction of the transaction costs, of Cofinimmo's consolidated real estate portfolio as at 31 December 2020, corresponding to the fair value under IAS/IFRS, is estimated at 4,868,901,000 EUR.

On this basis, the yield on rent, received or contracted, including from assets that form the object of an assignment of receivables, but excluding projects, assets held for sale, land and buildings undergoing refurbishment, and after the application of imputed rent to the premises occupied by Cofinimmo, amounts to 5.8% of the investment value. If the properties were to be let in full, the yield would increase to 5.9%. Investment properties have an occupancy rate of 97.4%.

The contractually passing rent and the estimated rental value on the empty spaces (excluding development projects, assets held for sale and assets subject to a sale of receivables) for let space plus the estimated rental value for vacant space is 2.90% above the estimated rental value for the whole portfolio at this date. This difference results mainly from the inflation indexation of contractual rents since the inception of the in-place leases.

The consolidated real estate portfolio is broken down by segment as follows:

Investment Value Fair Value % Fair Value
Healthcare real estate 3,007,884,300 2,882,091,000 59%
Offices 1,474,834,300 1,438,863,000 30%
Distribution networks 599,341,000 547,947,000 11%
TOTAL 5,082,060,000* 4,868,901,000* 100%

The consolidated real estate portfolio is broken down by expert as follows:

Expert Investment Value Fair Value
C&W Belgium 2,016,643,000 1,943,070,000
C&W France 460,014,000 430,100,000
C&W The Netherlands 150,092,000 138,974,000
C&W Germany 40,248,000 38,000,000
C&W Spain 80,440,000 77,788,000
Total C&W 2,747,437,000 2,627,932,000
CBRE Finland 12,500,000 12,000,000
Total CBRE 12,500,000 12,000,000
JLL Belgium 389,895,000 380,386,000
JLL France 81,470,000 76,140,000
Total JLL 471,365,000 456,526,000
PwC Belgium 888,043,000 866,383,000
PwC The Netherlands 371,105,000 346,220,000
PwC Germany 591,610,000 559,840,000
Total PwC 1,850,758,000 1,772,443,000
Grand Total 5,082,060,000* 4,868,901,000*

* Rounded to the thousand.

C&W opinion

With respect to the Belgian part of the portfolio valued by C&W, C&W Belgium confirmed an investment value of 2,016,643,000 EUR and a fair value of 1,943,070,000 EUR.

With respect to the French part of the portfolio valued by C&W, C&W France confirmed an investment value of 460,014,000 EUR and a fair value of 430,100,000 EUR.

With respect to the Dutch part of the portfolio valued by C&W, C&W The Netherlands confirmed an investment value of 150,092,000 EUR and a fair value of 138,974,000 EUR.

With respect to the German part of the portfolio valued by C&W, C&W Germany confirmed an investment value of 40,248,000 EUR and a fair value of 38,000,000 EUR.

With respect to the Spain part of the portfolio valued by C&W, C&W Spain confirmed an investment value of 80,440,000 EUR and a fair value of 77,788,000 EUR.

  • Christophe Ackermans1 , MRICS C&W Partner, Head of Valuation
  • Jean-Philippe Carmarans, MRICS C&W International Partner Head of Valuation France
  • Jérôme Salomon, MRICS RICS Registered Valuer C&W, Partner
  • Frank Adema LLM MSRE MRICS RT CIS HypZert (MLV) C&W International Partner Head of Valuation Netherlands
  • Martin Belik, MRICS C&W International Partner Head of Valuation & Advisory Germany
  • Tony Loughran, MRICS C&W Partner Head of Valuation & Advisory Spain

CBRE opinion

The investment value of the part of Cofinimmo's consolidated real estate portfolio valued by CBRE Finland is estimated as at 31 December 2020 at 12,500,000 EUR and the fair value (after the deduction of transaction costs) is estimated at 12,000,000 EUR.

JLL opinion

With respect to the Belgian part of the portfolio valued by JLL, JLL Belgium confirmed an investment value of 389,895,000 EUR and a fair value of 380,386,000 EUR.

With respect to the French part of the portfolio valued by JLL, JLL France confirmed an investment value of 81,470,000 EUR and a fair value of 76,140,000 EUR.

PwC opinion

With respect to the Belgian part of the portfolio valued by PwC, PwC Enterprise Advisory bv confirmed an investment value of EUR 888,043,000 and a fair value of 866,383,000 EUR.

With respect to the Dutch part of the portfolio valued by PwC, PwC Netherlands confirmed an investment value of EUR 371,105,000 and a fair value of 346,220,000 EUR.

With respect to the German part of the portfolio valued by PwC, PwC Germany confirmed an investment value of 591,610,000 EUR and a fair value of 559,840,000 EUR.

CBRE Finland OY

Head of Valuation & Research

• Greet Hex, MRICS JLL Director Belgium

• Olli Kantanen

• Pierre-Jean Poli Represented by Jones Lang LaSalle Expertises Directeur expertises Grand Lyon

• PwC Enterprise Advisory SRL / BV Represented by Geoffroy Jonckheere*, MRICS Partner (*) Geoffroy Jonckheere SRL, Partner,

represented by its permanent representative, Geoffroy Jonckheere

  • Bart Kruijssen, MSc MRE Partner, PwC Netherland
  • Dirk Kadel, MRICS Partner, PwC Germany

Cofinimmo on the stock market

–Cofinimmo offers three types of instruments listed on the stock market, each of which provides different risk, liquidity and yield profiles

Cofinimmo's share

156

Cofinimmo's share has been listed on Euronext Brussels (ticker: COFB) since 1994. Cofinimmo's share is included in the BEL20 and Euronext 150 indexes, as well as in the EPRA Europe and GPR 250 real estate indexes. As at 31.12.2020, Cofinimmo's market capitalisation was 3.3 billion EUR.

STOCK MARKET CONTEXT

In contrast to 2019, 2020 was marked by a significant downturn in the equity markets. Several events had a negative effect on the markets, whether it be the COVID-19 pandemic, which plunged the world into uncertainty as early as the first quarter and led to an impressive drop (-30%) in the equity markets coupled with an unprecedented slowdown in economic activity, or the fall in bond yields of the main countries to historic lows, as the 10-year Bund, whose yield fell to -0.90% compared with -0.20% at the beginning of the year. To counter the effects of the pandemic, central banks have quickly adjusted their monetary policy and several governments have adopted support and economic recovery plans to deal with their growing deficits. The US Federal Reserve thus made several cuts in its Fed Funds rate, which is now between 0% and 0.25%, the lowest level since 2015. The European Central Bank did not change its policy rates, but increased its Quantitative Easing programme and granted new TLTRO loans to support the banking system. It should be noted, however, that the economic activity rebounded during the second quarter and that the second wave of COVID-19 contaminations had a more limited impact on the financial markets than the first. This is due in particular to the liquidity provided by governments and central banks, the announcement of the

COMPARISON OF THE SHARE MARKET PRICE AND THE REVALUED NET ASSET PER SHARE (in EUR)

34.0% AVERAGE PREMIUM OF THE SHARE ON THE NET ASSET VALUE (IFRS)

availability of several vaccines, the victory of Democrat Jo Biden in the American presidential elections and, finally, the signature, in December 2020, of an agreement on Brexit between the United Kingdom and the European Union. As a result, 2020 was marked by a significant decline in the majority of the world's financial markets. For instance, the BEL20 index posted a negative performance of 8% over the year while the EPRA Europe index contracted by 13%.

SHARE TREND

The first graph on the previous page shows Cofinimmo's share performance in 2020 compared to the BEL20 and EPRA Europe indexes. The Cofinimmo share price fluctuated between 108.00 EUR and 159.00 EUR, with an annual average of 127.04 EUR. The closing price as at 31.12.2020 was 121.80 EUR, which corresponds to a decrease of 7% in the share price compared to the closing price of the previous year.

The second graph shows the Cofinimmo share price in relation to its net asset value (IFRS) over the past five years. The share traded at an average premium of 25.9% over five years and at an average premium of 34.0% in 2020. If we compare the share price to the EPRA NAV, the average premium is 18.4% over five years or 25.4% in 2020.

COFINIMMO SHARE LIQUIDITY

In 2020, Cofinimmo continued its efforts to enhance the liquidity of its share. Throughout the year, the company participated in around twenty roadshows, conferences and other events bringing the company and investors together. Cofinimmo also invested in promotional campaigns to raise its visibility both among institutional and retail investors.

With a market capitalisation of 3.3 billion EUR as at 31.12.2020 and an average daily volume of 6.7 million EUR, or approximately 52,700 shares, Cofinimmo's liquidity level is sufficient to stay on the radar of major institutional investors.

TOTAL RETURN FOR SHAREHOLDERS (IN %)

The total return for shareholders is measured on the basis of the change in the share price and includes the distribution of the dividend or any other distribution carried out or paid. Assuming the reinvestment of the 2019 dividend made available for payment in May 2020, the Cofinimmo share achieved a total return of -2.8% over 2020. The first graph on the previous page illustrates the performance of the Cofinimmo share compared to the BEL20 and EPRA Europe indexes over the past five years, dividend yield included. During this period, the Cofinimmo share generated a total return of +56.2%, corresponding to an average annual return of +11.2%. The BEL20 and EPRA indexes recorded total variations of +15.4% and +16.7%, respectively, which corresponds to average annual yields of +3.1% and +3.3%.

SHAREHOLDERS/INVESTOR PROFILE

Cofinimmo has a large number of investors with diversified profiles. They include, on the one hand, a broad base of institutional investors located primarily in Belgium, Germany, France, Luxembourg, the Netherlands, the United Kingdom, Switzerland, and North America, and on the other hand, retail investors, mainly located in Belgium.

As at 31.12.2020, only one shareholder exceeds the 5% ownership threshold which required a transparency declaration: the American BlackRock investment fund, which holds 5.20% of Cofinimmo's capital.

DIVIDEND

At the ordinary general meeting of 12.05.2021, the board of directors will propose a dividend in line with the forecast published in the 2019 annual financial report, being 5.80 EUR gross per share. This dividend corresponds to a gross yield of 4.6% compared to the average price of the share during the 2020 financial year (stable compared to 2019).

The second graph on the previous page shows the dividend yield of Cofinimmo's share compared to the 10-year OLO over the past five years. Over this period, Cofinimmo's share provided an average yield on the dividend of +5.1%, compared to an average 10-year OLO rate of +0.3%.

WITHHOLDING TAX

Since 01.01.2017, the applicable withholding tax on distributed dividends has been 30%.

However, Belgian Law provides exemptions. In order to benefit from them, the dividend recipients must first meet certain conditions. Moreover, agreements to prevent double taxation provide for reductions of the withholding tax on dividends.

Reference should also be made to the section 'Portfolio mix and outlook regarding the withholding tax' in chapter '2021 Outlook' of this document, for current considerations regarding the prospects for reduced withholding tax.

ISIN BE0003593044 2020 2019 2018
Share price (in EUR)
Highest 159.00 135.40 113.00
Lowest 108.00 108.50 101.75
At close 121.80 131.00 108.50
Average 127.04 120.81 107.27
Dividend yield1 4.6% 4.6% 5.1%
Gross yield2
(over 12 months)
-2.8% 7.9% 7.5%
Dividend3
Gross 5.804 5.60 5.50
Net 4.064 3.92 3.85
Volume
Average daily volume 52,687 40,860 37,867
Annual volume 13,540,479 10,419,399 9,618,185
Number of shares 27,061,917 25,849,283 22,311,112
Market capitalisation at close (x 1,000 EUR) 3,296,141 3,386,256 2,420,756
Free Float5 100% 95% 100%
Velocity5 50.0% 42.4% 43.1%
Payout ratio 84.7% 82.2% 83.9%
  1. Gross dividend on the average annual share price.

  2. Increase in the share price + dividend yield.

  3. Dividends are subject to a 30% withholding tax.

  4. Subject to approval by the ordinary general meeting of 12.05.2021.

  5. According to the Euronext definition.

Convertible bond

Cofinimmo has issued only one convertible bond (see chapter 'Management of financial resources' in this document).

ISIN BE0002259282 (Cofinimmo SA/NV 2016-2021) 2020 2019 2018
Share price (in EUR)
At close 147.21 151.69 143.42
Average 150.75 148.24 143.62
Average yield through maturity (annual average) -1.0% -2.0% 0.7%
Effective yield at issue 0.2% 0.2% 0.2%
Interest coupon (in %)
Gross (per tranche of 146.00 EUR) 0.1875 0.1875 0.1875
Net (per tranche of 146.00 EUR) 0.1313 0.1313 0.1313
Number of shares 1,502,196 1,502,196 1,502,196
Conversion price (in EUR) 133.4121 135.8237 140.1072

Psychiatric clinic – Kaarst (DE)

Straight bonds

Cofinimmo issued four straight bonds, including one green and social bond in 2016 and a benchmark-sized sustainable bond issued in 2020 (see chapter 'Management of financial resources' in this document).

ISIN BE6241505401 (Cofinimmo SA/NV 2012-2022) 2020 2019 2018
Share price (in EUR)
At close - 100.18 102.33
Average - 101.28 103.51
Average yield to maturity (annual average) - 1.8% 1.4%
Effective yield at issue - 3.6% 3.6%
Interest coupon (in %)
Gross (per tranche of 100,000 EUR) - 3.55 3.55
Net (per tranche of 100,000 EUR) - 2.49 2.49
Number of shares - 1,400 1,400
ISIN BE0002224906 (Cofinimmo SA/NV 2015-2022) 2020 2019 2018
Share price (in EUR)
At close 101.64 101.91 101.24
Average 100.52 101.71 101.08
Average yield to maturity (annual average) 0.6% 1.0% 1.5%
Effective yield at issue 1.9% 1.9% 1.9%
Interest coupon (in %)
Gross (per tranche of 100,000 EUR) 1.92 1.92 1.92
Net (per tranche of 100,000 EUR) 1.34 1.34 1.34
Number of shares 1,900 1,900 1,900
ISIN BE0002267368 (Cofinimmo SA/NV 2016-2026) 2020 2019 2018
Share price (in EUR)
At close 100.05 99.63 97.42
Average 99.76 100.13 95.45
Average yield to maturity (annual average) 1.7% 1.8% 2.1%
Effective yield at issue 1.7% 1.7% 1.7%
Interest coupon (in %)
Gross (per tranche of 100,000 EUR) 1.70 1.70 1.70
Net (per tranche of 100,000 EUR) 1.19 1.19 1.19
Number of shares 700 700 700
ISIN BE0002269380 (Cofinimmo SA/NV 2016-2024) 2020 2019 2018
Share price (in EUR)
At close 102.16 99.80 98.75
Average 97.85 100.33 98.20
Average yield to maturity (annual average) 1.5% 2.0% 2.0%
Effective yield at issue 2.0% 2.0% 2.0%
Interest coupon (in %)
Gross (per tranche of 100,000 EUR) 2.00 2.00 2.00
Net (per tranche of 100,000 EUR) 1.40 1.40 1.40
Number of shares 550 550 550
ISIN BE6325493268 (Cofinimmo SA/NV 2020-2030) 2020 2019 2018
Share price (in EUR)
At close 101.73 - -
Average 101.75 - -
Average yield to maturity (annual average) 0.694% - -
Effective yield at issue 0.957% - -
Interest coupon (in %)
Gross (per tranche of 100,000 EUR) 0.875 - -
Net (per tranche of 100,000 EUR) 0.613 - -
Number of shares 5,000 - -

'Bruxelles Environnement/Leefmilieu Brussel' office building (Port/Haven 86C) – Brussels CBD (BE)

Shareholding structure as at 31.12.2020

The table below shows the shareholders of Cofinimmo holding more than 5% of the capital. Transparency notifications and control chains are available on the website. At the closing date of this document, Cofinimmo has not received any transparency notification presenting a situation subsequent to that of 06.07.2020. According to the Euronext definition, the free float is 100%.

Company %
BlackRock 5.20
Cofinimmo group 0.16
Others <5% 94.64
TOTAL 100.00

Shareholder's calendar

Event Date
Publication of the 2020 universal registration document -
including the annual financial report and the ESG report
09.04.2021
Quarterly information: results as at 31.03.2021 28.04.2021
2020 ordinary general meeting 12.05.2021
Payment of the dividend for the 2020 financial year1
Coupon N° 36
Ex-date2 17.05.2021
Record date3 18.05.2021
Dividend payment date As from 19.05.2021
Half-year financial report: results as at 30.06.2021 28.07.2021
Quarterly information: results as at 30.09.2021 27.10.2021
Annual press release: results as at 31.12.2021 24.02.2022
  1. Subject to approval by the ordinary general meeting of 12.05.2021.

  2. Date from which the stock exchange trading takes place without any entitlement to the future dividend payment.

  3. Date on which positions are recorded in order to identify shareholders entitled to the dividend.

Data according to the EPRA principle 1

EPRA PERFORMANCE INDICATORS

162

Definition 31.12.2020 31.12.2019
(x 1,000 EUR) EUR/share (x 1,000 EUR) EUR/share
1 EPRA earnings Current result from strategic operational activities 181,457 6.85 166,498 6.81
EPRA diluted
earnings
Current result from strategic operational activities
taking into account financial instruments with a
potential dilutive impact at the closing date.
181,457 6.85 166,498 6.80
2 EPRA NRV The EPRA Net Reinstatement Value (NRV) assumes that
the company will never sell its assets, and provides an
estimate of the amount required to reconstitute the
company.
2,976,658 110.11 2,780,245 107.67
3 EPRA NTA The EPRA Net Tangible Assets (NTA) assumes that the
company acquires and disposes assets, of which would
result in the materialisation of certain deferred taxes
that cannot be avoided.
2,750,288 101.74 2,585,604 100.13
4 EPRA NDV The EPRA Net Disposal Value (NDV) represents the
value accruing to the company's shareholders in
a scenario of disposal of its assets, resulting in the
settlement of deferred taxes, the liquidation of financial
instruments and the recognition of other liabilities for
their maximum amount, all net of taxes.
2,595,527 96.01 2,462,420 95.36
5 EPRA NAV Net Asset Value (NAV) adjusted to include investment
properties at their fair value and to exclude certain
items not expected to fit into a long-term investment
property business model.
2,763,505 102.22 2,599,971 100.69
6 EPRA NNNAV EPRA NAV adjusted to include the fair value of (i)
financial instruments, (ii) debt and (iii) deferred taxes
2,642,354 97.74 2,519,367 97.56
Definition 31.12.2020 31.12.2019
Definition 31.12.2020 31.12.2019
7 (i) EPRA
net initial yield
(NIY)
Annualised gross rental income based on the passing rents at the closing date, less
property charges, divided by the market value of the portfolio, increased with estimated
transaction costs resulting from the hypothetical disposal of investment properties.
5.5% 5.6%
(ii) EPRA
'topped-up' NIY
This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of
rent-free periods and other incentives.
5.5% 5.6%
8 EPRA vacancy
rate
Estimated Rental Value (ERV) of vacant space divided by the ERV of the total portfolio. 2.6% 3.0%
9 EPRA cost ratio
(direct vacancy
costs included)
Administrative/operational expenses per the IFRS income statement, including the direct
costs of vacant buildings, divided by the gross rental income, less ground rent costs.
20.7% 22.2%
10 EPRA cost ratio
(direct vacancy
costs excluded)
Administrative/operational expenses per the IFRS income statement, less the direct costs of
vacant buildings, divided by the gross rental income, less ground rent costs.
18.4% 18.0%
  1. These data are not compulsory according to the RREC regulation and are not subject to verification by public authorities. The auditor verified whether the EPRA earnings, EPRA NAV, EPRA NNNAV and EPRA cost ratios are calculated according to the definitions included in the 'EPRA Best Practice Recommendations' and whether the financial data used in the calculation of these figures comply with the accounting data included in the audited consolidated financial statements.

EPRA EARNINGS & EPRA EARNINGS PER SHARE1

(x 1,000 EUR) 2020 2019
Net earnings per the financial statements 119,222 204,615
Adjustments to calculate EPRA earnings, to exclude: 62,235 -38,117
(i) Changes in fair value of investment properties and assets held for sale 37,342 -65,294
Changes in fair value of investment properties 13,696 -79,069
Writeback of rents earned but not expired (other results on portfolio) 13,226 3,935
Others (other results on portfolio) 10,420 9,840
(ii) Gains or losses on disposal of investment properties and other non-financial assets -4,583 -12,394
(v) Goodwill impairment (other result on the portfolio) 10,120 14,609
(vi) Changes in fair value of financial instruments 22,756 23,765
(vii) Costs & interest on acquisitions and joint ventures 0 0
(viii) Deferred taxes in respect of EPRA adjustments (other result on the portfolio) 2,365 744
(ix) Adjustments related to joint ventures 2,688 -143
(x) Minority interests in respect of the above adjustments -8,452 595
EPRA earnings 181,457 166,498
Number of shares 26,478,781 24,456,099
EPRA earnings per share (in EUR/share) 6.85 6.81
EPRA diluted earnings2 181,457 166,498
Diluted number of shares 26,495,581 24,480,169
EPRA diluted earnings per share (in EUR/share) 6.85 6.80
  1. The summary and the comments on the consolidated income statements are on page 75 to 79 of the current document.

  2. In accordance with 'EPRA Best Practices Recommendations', given the MCB issued in 2011 and the convertible bonds issued in 2016 were not dilutive as at 31.12.2020 and 31.12.2019, they were not taken into account for the calculation of the EPRA diluted result on both these dates.

EPRA NET ASSET VALUE (NAV)1

(x 1,000 EUR) 2020
EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA NNNAV
IFRS equity attributable to the parent company shareholders 2,574,775 2,574,775 2,574,775 2,574,775 2,574,775
Includes/Excludes:
i) Hybrid instruments 0 0 0 0 0
Diluted net asset value (NAV) 2,574,775 2,574,775 2,574,775 2,574,775 2,574,775
Includes:
ii.a) Revaluation of investment properties available for rent
(if the IAS 40 cost model is applied)
0 0 0 0 0
ii.b) Revaluation of investment properties
(if the IAS 40 cost model is applied)
0 0 0 0 0
ii.c) Revaluation of other non-current investments 0 0 0 0 0
iii) Revaluation of finance lease receivables 90,967 90,967 90,967 90,967 90,967
iv) Revaluation of assets held for sale 0 0 0 0 0
Diluted NAV at fair value 2,665,742 2,665,742 2,665,742 2,665,742 2,665,742
Excludes:
v) Deferred taxes relating to revaluations of investment properties
at fair value
43,675 43,675 0 43,675 0
vi) Fair value of financial instruments 89,870 89,870 0 89,870 0
vii) Goodwill resulting from deferred taxes -35,782 -35,782 -35,782 -35,782 0
viii.a) Goodwill according to IFRS balance sheet 0 -11,045 -11,045 0 0
viii.b) Intaglible assets according to IFRS balance sheet 0 -2,172 0 0 0
Includes:
ix) Fair value of fixed interest rate debt 0 0 -23,388 0 -23,388
x) Revaluation of intangible assets at fair value 0 0 0 0 0
xi) Real estate transfer taxes 213,154 0 0 0 0
NAV 2,976,658 2,750,288 2,595,527 2,763,505 2,642,354
Diluted number of shares 27,033,633 27,033,633 27,033,633 27,033,633 27,033,633
NAV per share (in EUR/share) 110.11 101.74 96.01 102.22 97.74

EPRA NET INITIAL YIELD (NIY)2 AND EPRA 'TOPPED-UP' NIY2

(x 1,000,000 EUR) 2020
Healthcare real estate Offices Property of
distribution networks
TOTAL
BE FR NL DE ES FI BE NL FR
Investment properties at fair value 1,455.6 392.7 346.2 597.8 77.8 12.0 1,438.9 295.4 139.0 113.6 4,868.9
Assets held for sale - - - - - - -3.3 - - - -3.3
Development projects -0.9 - -7.2 -0.7 -54.9 -12.0 -57.1 - - - -132.8
Assets available for lease 1,454.7 392.7 339.0 597.2 22.9 - 1,378.4 295.4 139.0 113.6 4,732.8
Estimated transfer fees and taxes at
the hypothetical disposal of investment
properties
36.4 27.3 24.3 34.0 0.8 - 34.5 32.4 11.1 7.9 208.7
Investment value (including notarial and
registration charges) of assets available
for lease
1,491.1 420.0 363.3 631.1 23.7 - 1,412.9 327.8 150.1 121.4 4,941.4
Annualised gross rental income 77.1 27.7 20.6 35.3 1.4 - 86.0 19.6 10.1 7.8 285.6
Property charges -0.3 -0.2 -1.8 -1.4 - - -7.9 -0.9 -0.4 -0.5 -13.4
Annualised net rental income 76.8 27.5 18.9 33.9 1.4 - 78.1 18.7 9.7 7.3 272.2
Rent-free periods expiring within 12
months and other lease incentives
- - - - - - - - - - -
Topped-up annualised net rental incomes 76.8 27.5 18.9 33.9 1.4 - 78.1 18.7 9.7 7.3 272.2
EPRA NIY 5.1% 6.5% 5.2% 5.4% 6.0% - 5.5% 5.7% 6.5% 6.0% 5.5%
EPRA 'topped-up' NIY 5.1% 6.5% 5.2% 5.4% 6.0% - 5.5% 5.7% 6.5% 6.0% 5.5%

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI). Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES).

  1. In accordance with 'EPRA Best Practices Recommendations', given the MCB issued in 2011 and the convertible bonds issued in 2016 were not dilutive as at 31.12.2020 and 31.12.2019, they were not taken into account for the calculation of the NET ASSET VALUE on both these dates.

  2. For more segment information (see Note 5).

2019
EPRA NAV EPRA NNNAV EPRA NDV EPRA NTA EPRA NRV
2,451,335 2,451,335 2,451,335 2,451,335 2,451,335
0 0 0 0 0
2,451,335 2,451,335 2,451,335 2,451,335 2,451,335
0 0 0 0 0
0 0 0 0
0 0 0 0 0
78,349 78,349 78,349 78,349 78,349
0 0 0 0 0
2,529,684 2,529,684 2,529,684 2,529,684 2,529,684
0 42,807 0 42,807 42,807
0 70,995 0 70,995 70,995
0 -43,515 -43,515 -43,515 -43,515
0 0 -13,432 -13,432 0
0 0 0 -935 0
-10,317 0 -10,317 0 0
0 0 0 0 0
0 0 0 0 180,274
2,519,367 2,599,971 2,462,420 2,585,604 2,780,245
25,822,662 25,822,662 25,822,662 25,822,662 25,822,662
97.56 100.69 95.36 100.13 107.67

EPRA NET ASSET VALUE (NAV)1

AND EPRA 'TOPPED-UP' NIY2

EPRA NET INITIAL YIELD (NIY)2

2019
Healthcare real estate
Offices
Property of
TOTAL
distribution networks
FR
NL
DE
ES
BE
NL
FR
BE
380.4
289.8
492.6
11.2
1,297.8
294.9
141.1
126.0
4,247.3
1,213.6
-
-
-
-
-28.8
-
-
-
-28.8
-
-
-16.9
-0.7
-11.2
-91.9
-
-
-
-121.6
-1.0
380.4
272.9
491.9
-
1,177.2
294.9
141.1
126.0
4,096.9
1,212.5
26.1
13.4
27.6
-
29.4
32.3
8.5
8.7
176.4
30.3
406.5
286.2
519.5
-
1,206.7
327.2
149.5
134.7
4,273.3
1,242.9
25.9
16.9
29.8
-
78.7
19.8
10.0
8.1
255.7
66.5
-0.2
-1.4
-1.7
-
-10.3
-0.8
-0.5
-0.2
-15.0
-
25.8
15.5
28.2
-
68.4
18.9
9.6
7.9
240.8
66.5
-
-
-
-
-
-
-
-
-
25.8
15.5
28.2
-
68.4
18.9
9.6
7.9
240.8
66.5
6.3%
5.4%
5.4%
-
5.7%
5.8%
6.4%
5.9%
5.6%
5.3%
6.3%
5.4%
5.4%
-
5.7%
5.8%
6.4%
5.9%
5.6%
5.3%

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI). Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES).

EPRA VACANCY RATE1

(x 1,000 EUR) 2020
Healthcare real estate Offices Property of distribution
networks
TOTAL
BE FR NL DE ES FI BE NL FR
Rental space
(in m2
)
564,439 214,035 157,325 281,655 21,065 - 530,909 275,870 42,133 57,322 2,144,753
ERV2
of the vacant
space
- 150 77 - - - 6,702 67 31 462 7,490
ERV2
of the total
portfolio
74,139 30,858 19,995 35,296 1,492 - 87,640 19,576 8,340 7,959 285,296
EPRA vacancy rate 0.0% 0.5% 0.4% 0.0% 0.0% 0.0% 7.6% 0.3% 0.4% 5.8% 2.6%

Gross Rental income4

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI). Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES).

EPRA EVOLUTION OF GROSS RENTAL INCOME3

(x 1,000 EUR) 2020
Gross rental
income –
at comparable
scope vs. 2019
Acquisitions Disposals Other Regularisation
of rental
income related
to previous
periods
Gross rental
income4 –
at current
scope
Healthcare real estate 130,157 18,685 -567 - - 148,276
Healthcare real estate Belgium 60,536 9,433 -26 - - 69,943
Healthcare real estate France 26,562 767 -346 - - 26,982
Healthcare real estate Netherlands 15,713 3,728 -195 - - 19,246
Healthcare real estate Germany 27,346 4,338 - - - 31,684
Healthcare real estate Spain - 420 - - - 420
Healthcare real estate Finland - - - - - -
Offices 82,036 2,865 -2,809 -868 - 81,223
Property of distribution networks 38,172 3 -518 - - 37,658
Pubstone Belgium 19,915 3 -362 - - 19,556
Pubstone Netherlands 10,166 - -133 - - 10,033
Cofinimur I France 8,092 - -23 - - 8,069
TOTAL PORTFOLIO 250,365 21,554 -3,894 -868 - 267,157
  1. For more details on the rental vacancy rate, see page 64 of this document.

  2. ERV = Estimated Rental Value.

  3. It concerns the year-to-year variations (indexations, new locations, departures and renegotiations) of gross rental income, excluding the variations linked to changes in scope (major

renovations, acquisitions and sales) occurred during the financial period. 4. Including writeback of lease payments sold and discounted.

2019
Property of distribution
TOTAL
networks
Offices Healthcare real estate
NL
FR
BE ES DE NL FR BE
42,866
57,909
1,964,785
284,979 505,564 - 241,902 133,882 209,771 487,912
31
171
121 7,359 - - 72 150 -
8,386
8,005
259,739
19,637 82,121 - 29,847 16,690 29,545 65,508
0.4%
2.1%
0.6% 9.0% 0.0% 0.0% 0.4% 0.5% 0.0%

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI). Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES).

2019 2020 (x 1,000 EUR)
Gross
Rental
income4
Other
Regularisation
Gross rental
of rental
income4 –
income related
at current
to previous
scope
Acquisitions
Disposals
Gross rental
income –
at comparable
scope vs. 2019
128,765 periods
-
-
148,276
18,685
-567
130,157 Healthcare real estate
59,909 -
-
69,943
9,433
-26
60,536 Healthcare real estate Belgium
26,434 -
-
26,982
767
-346
26,562 Healthcare real estate France
15,276 -
-
19,246
3,728
-195
15,713 Healthcare real estate Netherlands
27,147
-
-
-
31,684
-
-
420
4,338
420
27,346
-
Healthcare real estate Germany
Healthcare real estate Spain
- -
-
-
- - Healthcare real estate Finland
79,818 -868
-
81,223
2,865
-2,809
82,036 Offices
37,709 -
-
37,658
3
-518
38,172 Property of distribution networks
19,840 -
-
19,556
3
-362
19,915 Pubstone Belgium
9,949 -
-
10,033
-
-133
10,166 Pubstone Netherlands
7,919 -
-
8,069
-
-23
8,092 Cofinimur I France
246,292 -868
-
267,157
21,554
-3,894
250,365 TOTAL PORTFOLIO

EPRA VACANCY RATE1

EPRA EVOLUTION OF GROSS RENTAL INCOME3

INVESTMENT PROPERTIES - RENTAL DATA1

(x 1,000 EUR) 2020
Segment Gross rental
income for
the period2
Net rental
income for
the period
Available
rental space
(in m²)
Passing rent
at the end of
the period
ERV3
at
the end of
the period
Vacancy rate
at the end of
the period
Healthcare real estate 148,276 145,809 1,238,519 162,166 161,781 0.1%
Healthcare real estate Belgium 69,943 68,855 564,439 77,080 74,139 0.0%
Healthcare real estate France 26,982 26,982 214,035 27,724 30,858 0.5%
Healthcare real estate Netherlands 19,246 19,169 157,325 20,633 19,995 0.4%
Healthcare real estate Germany 31,684 30,382 281,655 35,296 35,296 0.0%
Healthcare real estate Spain 420 420 21,065 1,434 1,492 0.0%
Healthcare real estate Finland - - - - - 0.0%
Offices 81,223 75,863 530,909 85,988 87,640 7.6%
Property of distribution networks 37,658 37,263 375,325 37,475 35,875 1.6%
Pubstone Belgium 19,556 19,266 275,870 19,567 19,576 0.3%
Pubstone Netherlands 10,033 9,897 42,133 10,139 8,340 0.4%
Cofinimur I France 8,069 8,100 57,322 7,769 7,959 5.8%
TOTAL PORTFOLIO 267,157 258,935 2,144,753 285,629 285,296 2.6%

INVESTMENT PROPERTIES - VALUATION DATA4

(x 1,000 EUR) 2020
Segment Fair value
of the portfolio
Changes
in fair value
over the period
EPRA
Net Initial Yield
Changes
in fair value
over the period
Healthcare real estate 2,806,419 -14,991 5.4% -0.5%
Healthcare real estate Belgium 1,454,699 7,295 5.1% 0.5%
Healthcare real estate France 392,690 -12,041 6.5% -3.0%
Healthcare real estate Netherlands 339,030 -8,397 5.2% -2.4%
Healthcare real estate Germany 597,150 -1,075 5.4% -0.2%
Healthcare real estate Spain 22,850 -773 6.0% -3.3%
Healthcare real estate Finland - - 0.0% 0.0%
Offices 1,378,394 15,139 5.5% 1.1%
Property of distribution networks 547,947 -11,690 6.0% -2.1%
Pubstone Belgium 295,424 2,103 5.7% 0.7%
Pubstone Netherlands 138,974 -1,948 6.5% -1.4%
Cofinimur I France 113,550 -11,845 6.0% -9.4%
TOTAL PORTFOLIO 4,732,761 -11,542 5.5% -0.2%

RECONCILIATION WITH IFRS CONSOLIDATED INCOME STATEMENT

Investment properties under development 132,820 -2,120
Assets held for sale 3,320 -34
TOTAL 4,868,901 -13,696
  1. For more details on the rental data, refer to the property report (pages 138 to 155).

  2. Including writeback of lease payments sold and discounted.

  3. ERV = Estimated Rental Value.

  4. For more details on the valuation data, see the property report at sections 'Healthcare real estate' (page 30 to 45), 'Offices' (pages 52 to 59) and 'Property of distribution networks' (page 46 to 49).

2019
Vacancy rate at
the end of the
period
ERV3
at
the end of
the period
Passing rent
at the end of
the period
Available
rental space
(in m²)
Net rental
income for
the period
Gross rental
income for
the period2
0.2% 141,590 139,141 1,073,466 129,051 128,765
0.0% 65,508 66,471 487,912 59,739 59,909
0.5% 29,545 25,931 209,771 26,434 26,434
0.4% 16,690 16,891 133,882 15,783 15,276
0.0% 29,847 29,847 241,902 27,095 27,147
0.0% - - - - -
9.0% 82,121 78,713 505,564 74,960 79,818
0.9% 36,028 37,895 385,754 37,997 37,709
0.6% 19,637 19,760 284,979 19,954 19,840
0.4% 8,386 10,043 42,866 9,949 9,949
2.1% 8,005 8,093 57,909 8,093 7,919
3.0% 259,739 255,749 1,964,785 242,008 246,292

INVESTMENT PROPERTIES - RENTAL DATA1

INVESTMENT PROPERTIES - VALUATION DATA4

RECONCILIATION WITH IFRS CONSOLIDATED INCOME STATEMENT

2019
Changes
in fair value
over the period
EPRA
Net Initial Yield
Changes
in fair value
over the period
Fair value
of the portfolio
2.0% 5.5% 46,357 2,357,723
4.0% 5.3% 46,770 1,212,543
-3.0% 6.3% -11,691 380,410
4.4% 5.4% 11,619 272,870
-0.1% 5.4% -342 491,900
0.0% 0.0% - -
0.8% 5.7% 9,152 1,177,227
0.5% 6.0% 2,617 561,932
5.8% 1,941 294,899
0.5% 6.4% 755 141,073
-0.1% 5.9% -79 125,960
1.4% 5.6% 58,126 4,096,882
20,944 121,640
- 28,764
79,069 4,247,287

INVESTMENT PROPERTIES - RENTAL DATA

(x 1,000 EUR) Lease figures according to their end date
Average lease length
(in years)
Passing rents
of the leases maturing in
ERV1
of the leases maturing in
Until the
break2
Until the
end of the
lease
Year 1 Year 2 Years
3-5
Year 1 Year 2 Years
3-5
Healthcare real estate 15.9 16.1 13,533 3,705 6,511 12,610 3,393 6,775
Healthcare real estate Belgium 19.0 19.0 - 15 13 - 8 8
Healthcare real estate France 2.5 3.1 13,185 1,858 5,475 12,315 1,780 5,833
Healthcare real estate Netherlands 10.5 11.1 342 1,774 1,022 289 1,548 934
Healthcare real estate Germany 22.6 22.6 6 57 - 6 57 -
Healthcare real estate Spain 25.2 25.2 - - - - - -
Healthcare real estate Finland - - - - - - - -
Offices 4.6 5.7 5,373 14,589 25,724 5,114 13,332 22,669
Property of distribution networks 12.5 12.8 60 95 4,791 83 87 4,692
Pubstone Belgium 14.8 14.8 - - - - - -
Pubstone Netherlands 14.8 14.8 - - - - - -
Cofinimur I France 3.7 5.2 60 95 4,791 83 87 4,692
TOTAL PORTFOLIO 12.1 12.6 18,966 18,389 37,025 17,807 16,812 34,137
(x 1,000 EUR) Lease figures according to their revision date (break)
Passing rents of the leases subject to revision in ERV1 of the leases subject to revision in
Year 1 Year 2 Years 3-5 Year 1 Year 2 Years 3-5
Healthcare real estate 15,353 3,899 7,283 17,054 3,584 7,418
Healthcare real estate Belgium - 15 13 - 8 8
Healthcare real estate France 14,989 1,992 5,941 16,745 1,910 6,133
Healthcare real estate Netherlands 357 1,834 1,328 303 1,609 1,277
Healthcare real estate Germany 6 57 - 6 57 -
Healthcare real estate Spain - - - - - -
Healthcare real estate Finland - - - - - -
Offices 9,384 22,789 27,309 8,757 20,145 25,343
Property of distribution networks 400 95 6,016 410 87 5,847
Pubstone Belgium - - - - - -
Pubstone Netherlands - - - - - -
Cofinimur I France 400 95 6,016 410 87 5,847
TOTAL PORTFOLIO 25,137 26,783 40,607 26,222 23,816 38,608
  1. ERV = Estimated Rental Value.

  2. First break option for the tenant..

EPRA COST RATIOS

(x 1,000 EUR) 2020 2019
(i) Administrative/operational expenses per income statement -53,283 -52,663
Cost of rent-free periods -5,460 -4,483
Charges and taxes not recovered from the tenant on let properties -3,221 -6,392
Net redecoration expenses 243 -1,001
Technical costs -6,051 -5,939
Commercial costs -2,344 -1,808
Taxes and charges on unlet properties -2,765 -3,579
Corporate management costs -33,684 -29,460
(v) Share of joint venture expenses -17 -37
EPRA COST RATIO (DIRECT VACANCY COSTS INCLUDED) (A) -53,300 -52,699
(ix) Direct vacancy costs 5,987 9,971
EPRA COSTS (DIRECT VACANCY COSTS EXCLUDED) (B) -47,313 -42,729
(x) Gross rental income less ground rent costs 256,981 237,084
(xii) Share of joint venture gross rental income 295 713
Gross rental income (C) 257,276 237,797
EPRA cost ratio (direct vacancy costs included) (A/C) 20.7% 22.2%
EPRA cost ratio (direct vacancy costs excluded) (B/C) 18.4% 18.0%
Overhead and operational expenses capitalised (including share of joint ventures) 1,190 1,380

Cofinimmo capitalises the overhead costs and operational expenses (legal fees, project management fees, capitalised interests, etc.) directly linked to development projects.

Nursing and care home (project) – Genappe (BE)

Development projects

In the course of 2020, Cofinimmo carried out multiple redevelopment projects. For more information on ongoing and future works, see page 35 of chapter 'Healthcare real estate'.

EPRA CAPEX

(x 1,000 EUR) 31.12.2020

Acquisitions 607,723 233,280 26,130 49,428 99,351 47,855 10,546 141,132 0 0 0 607,723

Development 31,458 19 0 5,872 0 19,507 1,471 4,590 0 0 0 31,458

External costs capitalised 31,095 0 0 5,850 0 19,507 1,471 4,267 0 0 0 31,095

Overhead and other expenses capitalised 364 19 0 22 0 0 0 323 0 0 0 364

Group (excl. Joint Ventures)

Group (excl. Joint Ventures)

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI).

Healthcare real estate Offices Property of

BE FR NL DE ES FI BE NL FR

22,547 1,417 0 10,145 6,713 0 0 3,778 494 0 0 22,547

Healthcare real estate Offices Property of

BE FR NL DE ES FI BE NL FR

distribution networks

distribution networks

Joint Ventures (proportionate share)

Joint Ventures (proportionate share)

Total group

Total group

Investment properties 27,132 1,581 11 10,401 6,974 9 0 4,240 3,071 844 0 27,132

Major projects already (partially) income-generating

No incremental lettable space 3,758 132 11 257 260 9 0 121 2,124 844 0 3,758

Overhead and other expenses capitalised 827 32 0 0 0 0 0 341 454 0 0 827

Total CapEx 666,313 234,880 26,141 65,701 106,325 67,371 12,017 149,962 3,071 844 0 0 666,313

Conversion from accual to cash basis 8,820 83 -10 4,125 228 -3,545 -1,471 8,277 1,061 72 0 8,820

Total CapEx on cash basis 675,133 234,963 26,131 69,825 106,553 63,826 10,546 158,240 4,132 917 0 0 675,133

Medical office building De Waterlinie – Uithoorn (NL)

(x 1,000 EUR) 31.12.2019

Acquisitions
Development
External costs capitalised
Overhead and other expenses capitalised
Investment properties
Major projects already (partially)
income-generating
No incremental lettable space
Overhead and other expenses capitalised
Total CapEx
Conversion from accrual to cash basis
Total CapEx on cash basis

31.12.2020
Group
(excl. Joint
Ventures)
Healthcare real estate Offices Property of
distribution networks
Joint
Ventures
Total
group
BE FR NL DE ES FI BE NL (proportion
FR
ate share)
607,723 233,280 26,130 49,428 99,351 47,855 10,546 141,132 0 0 0 607,723
31,458 19 0 5,872 0 19,507 1,471 4,590 0 0 0 31,458
31,095 0 0 5,850 0 19,507 1,471 4,267 0 0 0 31,095
364 19 0 22 0 0 0 323 0 0 0 364
27,132 1,581 11 10,401 6,974 9 0 4,240 3,071 844 0 27,132
22,547 1,417 0 10,145 6,713 0 0 3,778 494 0 0 22,547
3,758 132 11 257 260 9 0 121 2,124 844 0 3,758
827 32 0 0 0 0 0 341 454 0 0 827
666,313 234,880 26,141 65,701 106,325 67,371 12,017 149,962 3,071 844 0
0
666,313
8,820 83 -10 4,125 228 -3,545 -1,471 8,277 1,061 72 0 8,820
675,133 234,963 26,131 69,825 106,553 63,826 10,546 158,240 4,132 917 0
0
675,133
Group
Healthcare real estate
Offices
Property of
Joint
(excl. Joint
distribution networks
Ventures
Ventures)
(proportion
BE
FR
NL
DE
ES
FI
BE
NL
FR
ate share)
484,594
300,649
0
62,614
92,050
7,011
0
22,018
252
0
0
34,652
277
1,078
9,391
0
4,194
0
19,711
0
0
0
Total
group
484,594
34,652
34,166
244
1,078
9,391
0
4,194
0
19,259
0
0
0
34,166
485
34
0
0
0
0
0
451
0
0
0
485
15,990
1,118
1
4,009
4,492
0
0
1,877
3,698
726
69
15,990
10,838
952
0
3,900
4,193
0
0
1,475
318
0
0
10,838
4,257
109
1
109
299
0
0
92
2,852
726
69
4,257
895
57
0
0
0
0
0
310
527
0
0
895
535,236
302,044
1,080
76,015
96,542
11,205
0
43,606
3,950
726
69
0
535,236
-8,617
1,800
1,460
-5,195
-313
-287
0
-6,160
233
-154
0
-8,617
526,619
303,844
2,540
70,820
96,229
10,919
0
37,445
4,183
571
69
0
526,619

Belgium (BE) - France (FR) - The Netherlands (NL) - Germany (DE) - Spain (ES) - Finland (FI).

EPRA CAPEX

Corporate governance statement 1

174

– With respect to corporate governance, Cofinimmo seeks to maintain the highest standards and continuously reassesses its methods in relation to the principles, practices, and requirements of this field

Reference code and corporate governance charter

This corporate governance statement is included in the provisions of the 2020 Belgian Corporate Governance Code ('2020 Code'). This Code is available on the website www.corporategovernancecommittee.be.

On 31.12.2020, the board of directors has stated that, to its knowledge, its corporate governance practice is compliant with the 2020 Code. However, it is recalled that the ordinary general meeting of 13.05.2020 renewed the mandate of Mr Xavier de Walque as independent director in accordance with article 7:87 §1 of the Code of Companies and Associations (CCA). The board of directors considered it appropriate to depart from one of the independence criteria provided for in provision 3.5 of the 2020 Code, since the term of office of Mr Xavier de Walque, which exceeds 12 years, in no way impedes his independence. In fact, Mr Xavier de Walque does not have any relationship with the company nor with any of its major shareholders which could jeopardise his independence. Moreover, Mr Xavier de Walque has always demonstrated during the exercise of his mandate that he has a free, independent, and critical mind while putting the company's sake at the centre of his concerns. The corporate governance charter, which provides thorough information on the governance rules applicable within the company, is available on Cofinimmo's website (www.cofinimmo. com). It was adapted in 2020 to take into account the entry into force on 01.01.2020 of the CCA and the 2020 Code, the ordinary general meeting of 13.05.2020, the extraordinary general meeting of 25.08.2020 and the appointment of a new internal auditor.

As a reminder, on 15.01.2020, the extraordinary general meeting of Cofinimmo approved statutory amendments following the entry into force on 01.01.2020 of the Belgian CCA, which replaces the Company Code. In particular, Cofinimmo has opted for a one-tier governance structure, as provided for in articles 7:85 et seq. of the CCA. Following the abolition of the management committee (within the meaning of article 524bis of the Company Code), the board of directors has delegated certain special powers to an executive committee, consisting of members who may or may not be directors. The members of this executive committee are currently the same as those of the former management committee. In addition, the board of directors has entrusted the day-to-day management of the company to each of the members of this executive committee, acting together, and whose creation and existence is provided for in article 13 of the new articles of association.

Arts/Kunst 27 office building – Brussels CBD (BE)

  1. This chapter forms an integral part of the statutory and consolidated management report.

Internal control and risk management

Cofinimmo has implemented a risk management and internal control process in accordance with the rules of corporate governance and the various laws applicable to public regulated real estate companies.

To do so, the company selected the Enterprise Risk Management (ERM) model developed by COSO (Committee of Sponsoring Organisations of the Treadway Commission - www.coso.org) as framework. COSO is a private sector organisation. Its goal is to promote quality improvements in financial and non-financial reporting through the implementation of business ethics rules, an effective internal control system and corporate governance rules.

The ERM model consists of the following components:

  • internal environment;
  • identification of objectives and risk appetite;
  • identification, analysis and risk management;
  • control activities;
  • information and internal communication;
  • surveillance and monitoring.

INTERNAL ENVIRONMENT

The concept of internal environment includes the vision, integrity, ethical values, personal skills and the way in which the executive committee assigns authority and responsibilities and organises and trains its staff, all under the control of the board of directors.

The business culture of the company incorporates risk management at various levels based on:

  • corporate governance rules and the existence of an audit committee, a nomination, remuneration and corporate governance committee consisting entirely of independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code, an internal auditor, a risk manager, a management controller and a compliance officer;
  • the integration within the executive committee of the notion of risk for any investment, transaction and commitment which may have a significant impact on the company's objectives;
  • the existence of a code of conduct dealing with conflicts of interest, professional secrecy, rules governing the purchase and disposal of shares, prevention of corporate funds misuse, acceptance of business gifts, communication, respect for individuals and a whistleblowing procedure, that are part of the corporate governance charter;
  • respect of the task separation principles and the application of rules regarding the delegation of powers clearly established at all levels of the group;
  • the application of strict criteria for human resources management, particularly with respect to selection, staff recruitment rules, training policy, performance review process and identification of annual targets;
  • the existence of an ESG policy addressing the vision and obligations in terms of sustainability as meant by the United Nations sustainable development goals;
  • the monitoring of procedures and the formalisation of processes;
  • monitoring the integrity of data and information systems: the executive committee deals with strategic issues on cybersecurity, which are themselves controlled by the audit committee. The company reinforced its controls over information systems and the measures implemented to prevent and meet the occurrence of a cybersecurity incident that could disrupt its business. A post-disaster recovery plan defines the measures to be implemented in the event of a crisis. There are gradations in the implementation of these measures depending on the type and gravity of the incident that has occurred. This recovery plan also contains the order in which services must be restored, according to their priority, in order to allow the company to operate in a degraded mode, in other words, a mode of operation without its usual resources, in order to react quickly, provide essential services, and resume its normal business operations as quickly as possible. Backup copies of data are organised according to the 3-2-1 strategy, i.e. three copies of the same file on two different media, one of which is an off-site backup. Measures are also being taken to secure access to the company data, particularly that relating to the IT tool supporting the financial process (SAP). In addition, this tool is subject to an annual audit by the external auditor. In terms of risk coverage, the company is insured for the consequences of a cybersecurity incident. Finally, in addition to the regular training sessions, awareness campaigns on cybersecurity risks are regularly carried out among staff members. To date, the company is not aware of any incident that occurred during the financial year which resulted in a breach of the integrity of its information systems, whether in the form of a loss or leakage of data.

External players are also involved in this risk control environment. They include, in particular, the Financial Services and Markets Authority (FSMA), company auditors, legal consultants, independent real estate valuers, financial institutions, rating agencies, financial analysts and shareholders.

IDENTIFICATION OF OBJECTIVES AND RISK APPETITE

Cofinimmo's strategy is defined by the board of directors on the basis of a proposal from the executive committee, including the risks and opportunities associated with climate change. The strategy is then translated into operational, compliance, and reporting objectives which apply to all of the company's operating levels, from the most global level to their implementation in the functional units.

A budget, which translates the company's objectives into figures, is established annually and reviewed every quarter. It includes forecast revenue items such as rents for the year as well as costs linked to the management and development of the property portfolio and financial costs linked to the business financing structure. The budget is validated by the executive committee, and then submitted to the board of directors for approval.

IDENTIFICATION, ANALYSIS AND MANAGEMENT OF RISKS

This topic includes the identification of risk events, their analysis and the measures taken to address them in an effective manner.

An overall in-depth risk analysis of the company is carried out periodically in collaboration with all the hierarchic levels of the company, each for its respective area of competence. The analysis is carried out on the basis of the strategic choices, legal constraints and the environment within which the company operates, including risks related to sustainability, such as the impact of climate change on the company's activities. It starts with the identification of potential risks, their probability of occurrence and their impact on objectives viewed from different angles: risks relating to Cofinimmo's activities and its business segments, risks relating to Cofinimmo's financial situation, legal and regulatory risks, risks relating to internal control, environmental, social and governance risks. The analysis is then formalised in a document which is presented and discussed at an executive committee meeting. It is updated throughout the year according to the evolution of business activities and new commitments, taking into account the lessons from the past. Moreover, as part of the major risks analysis, this document is presented once a year to the audit committee, which will use it, among other things, to decide on the audit assignments entrusted to the internal auditor.

Furthermore, each major project undergoes a specific risk analysis based on an organised framework to improve the quality of information used in the decision-making process. This framework includes transition risks associated with climate change such as energy performance projects, as well as physical risks associated with climate change such as flood risk.

CONTROL ACTIVITIES

Controls are implemented in the various departments in response to the risks identified:

  • at financial level: the differences between the estimated budget and the result achieved are reviewed quarterly by the executive committee, the audit committee and the board of directors;
  • at credit risk level: the solvency of the most important clients without a financial rating is analysed at different key points in time. The amounts and validity of the rental guarantees established by all of the tenants are checked quarterly by the operational teams;
  • at rental level: half-yearly analysis of the rental vacancy, the lease terms and the risks and opportunities in terms of rental income;
  • at accounting level: the use of an ERP application (Enterprise Resource Planning, that is, an integrated management software package), namely SAP, includes a number of automatic controls. SAP covers all accounting and financial aspects as well as all data related to the real estate business (i.e. monitoring of rental contracts, rent invoices, statements of charges, orders, purchases, work site budget monitoring, etc.);
  • at treasury level: the use of a range of financing sources and financial institutions and the spreading of maturities limit the risk of refinancing concentration;
  • interest rate risk is limited by the implementation of a hedging policy;
  • the use of cash flow software facilitates the day-to-day monitoring of cash-flow positions and cash-pooling operations;
  • the dual signature principle is applied within the limits of delegations of power for commitments to third parties, whether this involves asset acquisitions, rental transactions, orders of any type, approvals of invoices or payments;
  • the use of workflow software at the different stages of the business activity (leasing) strengthens the controls at key stages of the process;
  • the register and movements of COFB registered shares are integrated in a secure IT application (Capitrack programme), developed and supplied by Belgium's central depository Euroclear.

INFORMATION AND INTERNAL COMMUNICATION

Information and communication between the various levels of the company and the information they disseminate is based on work meetings and on reporting:

  • the management report, established quarterly by the Control department, details the situation of the income statement and the balance sheet, the key performance indicators, the acquisitions/ sales situation, and their impact on the results. It also includes an inventory of assets, project progress, and cash-flow positions. It is discussed by the executive committee, the audit committee, and the board of directors;
  • each department also periodically prepares specific reports about its own activities;
  • the executive committee meets weekly to systematically review important issues dealing with the company's operations and business, and to discuss in more detail property investments and divestments, construction, and rental matters. A report is created for each meeting with, if necessary, an action plan for the implementation of the decisions taken at the meeting.

SURVEILLANCE AND MONITORING

A closing is prepared each quarter using the same procedures as for the end of the financial year. On this occasion, consolidated accounts are established. Key indicators are calculated and analysed. This data is collected in the management report referred to in the point above. All this data is discussed and analysed by the executive committee, the audit committee, and the board of directors.

Each department also collects relevant information at its own level which is analysed quarterly and compared to the objectives set for the year. The executive committee regularly invites heads of departments to present an update on the evolution of their specific business activities.

Additionally, the assignments of the internal auditor cover various procedures. The results of the audits are submitted to the audit committee, which ensures the implementation of the recommendations, and to the board of directors.

Shareholding structure

The table below shows the Cofinimmo shareholders who own more than 5% of the capital. The transparency notifications and the control chains are available on the website. At the closing date of this document, Cofinimmo has not received any transparency notification presenting a situation subsequent to that of 06.07.2020. According to the Euronext definition, the free float is 100%.

This table presents the situation based on the transparency notifications received under the law of 02.05.2007. Any changes notified since 31.12.2020 have been published according to the provisions of the above-mentioned law and are available on the company's website www.cofinimmo.com.

The board of directors declares that the shareholders listed do not have different voting rights.

Company %
BlackRock 5.20
Cofinimmo group1 0.16
Others < 5% 94.64
TOTAL 100.00
  1. Voting rights attached to the treasury shares are suspended.

Governance structure

BOARD OF DIRECTORS

  • • Decides the company's strategic directions
  • • Actively oversees the quality of management and its compliance with the strategy
  • • Examines the quality of the information given to investors and the public
  • • Incorporates the risks and opportunities associated with climate change into the global strategy
  • • Provides the company's entrepreneurial leadership

AUDIT COMMITTEE

  • • Assists the board of directors with respect to the independence of the auditor and regarding:
    • the process of preparing financial and non-financial information
    • the effectiveness of the company's internal control and risk management mechanisms
    • the internal audit and its effectiveness
    • the legal audit of the annual and consolidated accounts

EXECUTIVE COMMITTEE

  • • Handles the company's day-to day management, under the chairmanship of the CEO
  • • Proposes the company's strategy to the board of directors
  • • Executes the strategy approved by the board of directors
  • • Monitors the risks and opportunities associated with climate change

NOMINATION, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

• Ensures compliance with all the legal and regulatory provisions in force

COMPLIANCE OFFICER • Ensures compliance with the code of conduct: conflicts of interest, incompatible mandates, compliance with company values, market abuse and

manipulations

  • • Advises and assists the board of directors for all questions relating to:
    • the composition of the board of directors, its committees and the executive committee
    • the selection, evaluation and appointment of the members of the board of directors and the executive committee
  • the remuneration policy for the members of the board of directors and the executive committee
  • corporate governance

INTERNAL AUDITOR

  • • Carries out all verification tasks based on the audit committee's directives
  • • Reviews the reliability, consistency, and integrity of information and operational procedures
  • • Reviews the systems implemented to ensure that the organisation complies with the rules, plans, procedures, laws and regulations which may have a significant impact on its operations

HEAD OF ESG

  • • Evaluates and manages the risks and opportunities associated with climate change by:
    • suggesting specific and economically reasonable measures to improve the environmental performance of the company, its portfolio and, by extension, the spaces occupied by its tenants
    • ensuring that the group complies with legal, national, and international environmental requirements
  • following, in collaboration with the operational teams, the implementation in the field of the group's environmental strategy in all business segments
  • promoting dialogue with all stakeholders in order to determine where efforts must be made and to develop long-term partnerships which will increase the positive impact of the actions implemented

Our commitment is to continue to measure progress in the field of equity. Our aim is not to promote employees on the basis of gender or age, but to recruit the best talent. It is important that employees understand that departments stand to gain from greater diversity. Our ultimate goal is nothing less than equity.

Independent
members/total
Ratio Age Interna
tionalisa
Background Average
term of
Men Women 31-50
year
>50
year
tion rate Financial Real estate Industry office
Board of
Directors
9/12
(75%)
58% 42% 8% 92% 25% 42% 25% 33% 5 years
Executive
Committee
- 60% 40% 60% 40% - 20% 40% 40% 4 years
Audit
Committee
3/3
(100%)
67% 33% - 100% 33% 100% - - 6 years
Nomination,
remuneration
and corporate
governance
committee
4/4
(100%)
75% 25% - 100% 50% - 50% 50% 4 years

Diversity policy

RESPECT FOR DIFFERENCES AND CULTURAL DIVERSITY

Cofinimmo is convinced by the appeal of diversity (cultural, generational, linguistic, gender, etc.) for both the company and the community, and promotes equal opportunities, which is a fundamental value of democracies.

In 2010, Cofinimmo was one of the first five companies to be awarded the diversity label, granted by the Minister of Employment of the Brussels-Capital Region where Cofinimmo has its head office. This label rewards initiatives in the field of recruitment, staff management and external positioning of the company. The details of the recruitment and selection principles are detailed in chapter 'Human capital' of the ESG report (see page 113).

The main goal of governance is to achieve quality, development and sustainability. The highest degree of management quality can be achieved through diversity, among other things.

DIVERSITY IN THE BOARD OF DIRECTORS AND ITS COMMITTEES

Diversity in the board of directors is not only demonstrated by the high proportion of women, but also by the presence of three different nationalities and a variety of backgrounds. This selection within the board of directors and its committees enables the company to broaden its knowledge of the different countries and market segments in which it operates. Furthermore, the significant presence of women at Cofinimmo has been confirmed by several studies on gender diversity in the governance bodies of Belgian companies. By way of example, the study carried out on gender diversity in corporate governance bodies by the organisation European Women On Board indicates that Cofinimmo ranks 52nd among 668 companies and 2nd among Belgian companies in its 'Gender Diversity Index'.

DIVERSITY WITHIN MANAGEMENT

For many years, the majority of the group's employees have been female and many of them have a management role. In total, 29% of managers are women. All the female managers perform this role in several teams of the Finance and Corporate departments.

All employees are offered flexibility in the organisation of their working life, which is mostly used by women but is increasingly being used by male employees. The potential for development and growth within Cofinimmo remains unchanged for women returning from maternity leave, as promotions are based on the recognition of talent and skills, regardless of their origin.

DIVERSITY AMONG EMPLOYEES

Diversity management is inseparable from human resources management. Equity, also demonstrated by the regular renewal of the company's 'Investors in People' accreditation, is sought in every area and at all levels: access to training, coaching and stress management, skills transfer, career management, etc.

Cofinimmo is one of the few Belgian real estate companies where there is such a significant presence of women. Furthermore, employees have varied cultural origins and educational backgrounds, which stimulates internal creativity and enhances team performance. Generational diversity, in turn, enables to bring experience and innovation together, and so doing, to find reproducible solutions.

Recruitment

In 2020, Cofinimmo recruited 25 new colleagues of which 6 were outside Belgium. Among them, four people are older than 50 and four people are younger than 25 years. The company's outlook on talent aims to be diverse and open to all types of profiles. The company's performance in terms of sensitive ratios (age, origin, etc.) continues to be a focus for the human resources department.

Staff management

On arrival, each new employee is presented with the corporate governance charter which is an integral part of the welcome pack and ensures that he/she expresses his/her adherence to it before joining Cofinimmo.

Communication

Today, the company's external communication regarding its commitment to diversity occurs mainly through documents such as the universal registration document and the website.

At the same time, Cofinimmo pays specific attention to internal communication by sharing a commitment to openness with all the stakeholders. Above all, the company is successful in creating among its employees a shared desire to commit to always performing better.

DECISION-MAKING BODIES

Since 15.01.2020, Cofinimmo has opted for a one-tier governance structure, as provided for in articles 7:85 et seq. of the CCA. Moreover, the board of directors has delegated certain special powers to a statutory executive committee, consisting of members who may or may not be directors, each of whose members, acting jointly with another committee member, is responsible for the day-to-day management of the company.

Board of directors

CURRENT COMPOSITION

According to the general principles governing the composition of the board of directors, as adopted on a proposal by the nomination, remuneration, and corporate governance committee, the board currently comprises 12 directors, including eight non executive and independent as meant by article 7:87 §1 of the CCA and the 2020 Code, one non executive and independant as meant by article 7:87 §1 of the CCA and 3 executive directors (members of the executive committee). At the end of the ordinary general meeting of 12.05.2021, the board of directors will be composed of 11 directors following the non-renewal of the term of office of Mrs Cécile Scalais.

Directors are appointed for a maximum term of four years by the general meeting and may be dismissed in the same way at any time, effective immediately and without cause. They are re-electable.

Eight independent directors comply with the independence criteria as set out in article 7:87 §1 of the CCA and the 2020 Code. Mr Xavier de Walque is an independent director as meant by article 7:87 §1 of the CCA and the 2020 Code. His mandate has been renewed at the ordinary general meeting of 13.05.2020. The board of directors considered appropriate to depart from one of the independence criteria provided for in provision 3.5 of the 2020 Code, since the term of office of Mr Xavier de Walque, which exceeds 12 years, in no way impedes his independence. In fact, Mr Xavier de Walque does not have any relationship with the company nor with a major shareholder of the latter that could jeopardise his independence. Moreover, Mr Xavier de Walque has always demonstrated during the exercise of his mandate that he has a free, independent and critical mind while putting the company's sake at the centre of his concerns. The operating rules of the board of directors are stated in the corporate governance charter.

The objective to achieve a ratio of at least one third of the members of the board whose gender is different from that of the other members, in accordance with article 7:86 of the CCA with regard to gender diversity on the board of directors, has been met since 2016. In fact, the board of directors consists of five women and seven men, i.e. a mix ratio of 42%, above of the one third set by law. Cofinimmo also sponsors the activities of the non-profit association Women on Board, which aims at promoting the presence of women on boards of directors. Mrs Françoise Roels, director and member of the executive committee, is one of the founding members of this non-profit organisation and has been its chair since May 2016. In this respect, Cofinimmo is among the bests in class at European and global level (see section 'Diversity on the board of directors and its committees').

Mr Jacques Van Rijckevorsel

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, chairman of the board of directors and chairman of the nomination, remuneration, and corporate governance committee

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1950
  • Start of term: 10.05.2017
  • Last renewal: -/-
  • End of term: 12.05.2021
  • Current position: chairman of the board of directors of Cliniques Universitaires Saint-Luc (UCL) (Avenue Hippocrate/ Hippocrateslaan 10, 1200 Brussels)
  • Current mandates: Cliniques Universitaires Saint-Luc, Fondation Saint-Luc, Duve Institute, N-Side, Fondation Médicale Reine Elisabeth, Comité de Gestion des Amis de l'Abbaye de la Cambre, Fondation

Louvain, Louvain School of Management, Consultative Committee of ING Brussels, Capricorn Sustainable Chemistry Fund, Guberna

• Previous mandates: Solvay and several subsidiaries, CEFIC, Plastics Europe, Belgian-Luxembourg Chamber of Commerce for Russia and Belarus, Synergia Medical

Mr Jean-Pierre Hanin

Managing director

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1966
  • Start of term: 09.05.2018
  • Last renewal: -/-
  • End of term: 11.05.2022
  • Current position: Chief Executive Officer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
  • Current mandates: various mandates in Cofinimmo group subsidiaries, United Fund for Belgium
  • Previous mandates: Etex group

Mr Jean Kotarakos Executive director

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1973
  • Start of term: 09.05.2018
  • Last renewal: -/-
  • End of term: 11.05.2022
  • Current position: Chief Financial Officer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
  • Current mandates: various mandates in Cofinimmo group subsidiaries
  • Previous mandates: Aedifica and various mandates in Aedifica group subsidiaries

Mrs Françoise Roels

Executive director

  • Gender: F
  • Nationality: Belgian
  • Year of birth: 1961
  • Start of term: 27.04.2007
  • Last renewal: 10.05.2017
  • End of term: 12.05.2021
  • Current position: Chief Corporate Affairs & Secretary General of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
  • Current mandates: several mandates in Cofinimmo group subsidiaries, Guberna, Women on Board ASBL/VZW, Aspria Holdings BV, PMH SA/NV, Domicilia NV, Les Petits Riens ASBL/Spullenhulp VZW
  • Previous mandates: Euroclear Pension Fund

Mrs Inès Archer-Toper

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, member of the audit committee

  • Gender: F
  • Nationality: French
  • Year of birth: 1957
  • Start of term: 08.05.2013
  • Last renewal: 10.05.2017
  • End of term: 12.05.2021
  • Current position: Company director
  • Current mandates: Aina Investment Fund (Luxembourg - an entity of Edmond de Rothschild group), Gecina SA (France), Lapillus OPCI (France), Nimanimmo SAS (France)
  • Previous mandates: Segro PLC SA (United Kingdom), Axcior Immo and Axcior Corporate Finance SA (France), Orox Asset Management SA (Switzerland)

Mr Olivier Chapelle

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1964
  • Start of term: 11.05.2016
  • Last renewal: 13.05.2020
  • End of term: 08.05.2024
  • Current position: Chief Executive Officer (CEO) of Recticel SA/NV (Avenue du Bourget/Bourgetlaan 42, 1130 Brussels)
  • Current mandates: Fédération des Entreprises Belges/Verbond van Belgische Ondernemingen (FEB/VBO), Calyos SA/ NV, Sofindev
  • Previous mandates: Guberna, Amcham, essenscia

Mr Xavier De Walque

Independent director as meant by article 7:87 §1 of the CCA, member of the audit committee

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1965
  • Start of term: 24.04.2009
  • Last renewal: 13.05.2020
  • End of term: 08.05.2024
  • Current position: member of the executive committee and Chief Financial Officer of Cobepa SA/NV (Rue de la Chancellerie/ Kanselarijstraat 2/1, 1000 Brussels)
  • Current mandates: several mandates in Cobepa group subsidiaries (Cobepa North America, Cosylva, Financière Cronos, Ibel, Mascagna, Mosane, Sophielux 1, Sophinvest, Ulran), JF Hillebrand AG, AG Insurance, Degroof Equity, DSDC
  • Previous mandates: Cobepa Nederland, Guimard Finance, Cobib, Cobic, Cobsos, Groupement Financier Liégeois, Kanelium Invest, SGG Holdings, Sapec, Sophielux 2, Sofireal (now Cobid), BrunchCo 21 (19.05.2020 until 10.07.2020), Puccini Partners, Lunch Time

Mr Maurice Gauchot

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee

  • Gender: M
  • Nationality: French
  • Year of birth: 1952
  • Start of term: 11.05.2016
  • Last renewal: 13.05.2020
  • End of term: 08.05.2024
  • Current position: Company director (Avenue Pierre Ier de Serbie 16, 75116 Paris, France)
  • Current mandates: Stone Estate (Zurich), Codic SA/NV, La Foncière Numérique, Interconstruction SCI Foncière CRF
  • Previous mandates: CBRE Holding France

Mr Benoit Graulich

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, presiding member of the audit committee

  • Gender: M
  • Nationality: Belgian
  • Year of birth: 1965
  • Start of term: cooptation on 25.04.2019, appointment on 05.05.2019
  • Last renewal: -/-
  • End of term: 10.05.2023
  • Current position: Managing Partner of Bencis Capital Partners, Belgium, Netherlands, Germany (Culliganlaan 2E, 1831 Diegem)
  • Current mandates: Lotus Bakeries NV, Bencis Capital Partners and its subsidiaries
  • Previous mandates: Van de Velde NV

Mrs Diana Monissen

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee

  • Gender: F
  • Nationality: Dutch
  • Year of birth: 1955
  • Start of term: 11.05.2016
  • Last renewal: 13.05.2020
  • End of term: 08.05.2024
  • Current position: Chief Executive Officer (CEO) of Prinses Maxima Centrum voor Kinderoncologie (Lundlaan 6, 3584 EA Utrecht, the Netherlands)
  • Current mandates: Vz RvT Reinier de Graaf Groep, Vz RvC Regionale Ontwikkelingsmaatschappij Utrecht, Vz RvT Hivos
  • Previous mandates: MC Slotervaart

Mrs Cécile Scalais

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code

  • Gender: F
  • Nationality: Belgian
  • Year of birth: 1955
  • Start of term: 10.05.2017
  • Last renewal: -/-
  • End of term: 12.05.2021
  • Current position: Legal director of Belfius Insurance SA/NV (Place Charles Rogierplein 11, 1210 Brussels)
  • Current mandates: Capline SA/NV (formerly Auxiliary of Participation SA/NV), Jane SA/NV, Jaimy Co SA/NV, and several mandates in real estate companies
  • Previous mandates: Eurco Ireland Ltd, AIS Consulting SA/NV, International Wealth Insurer SA/NV, North Light SA/NV, Pole Star SA/NV and several mandates in real estate companies

Mrs Kathleen Van Den Eynde

Independent director as meant by article 7:87 §1 of the CCA and the 2020 Code

  • Gender: F
  • Nationality: Belgian
  • Year of birth: 1962
  • Start of term: 13.05.2015
  • Last renewal: 08.05.2019
  • End of term: 10.05.2023
  • Current position: Chief Executive Officer Belgium and Chief Life, Health & Investment Management of Allianz Benelux (Boulevard du Roi Albert II/ Koning Albert II-laan 32, 1000 Brussels)
  • Current mandates: Allianz Benelux SA/ NV, Allianz Life Luxembourg SA, Allianz Nederland Groep NV, SCOB SA, Climmolux Holding SA/NV, Sofiholding SA/NV
  • Previous mandates: Assurcard, Allianz Nederland Asset Management BV, Allianz Nederland Group NV, UP36 SA/NV

DIRECTOR RENEWALS AND APPOINTMENTS

The ordinary general meeting of 13.05.2020 approved the renewal of the term of office of Mr Olivier Chapelle, Mr Xavier de Walque, Mr Maurice Gauchot and Mrs Diana Monissen as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code. Their term of office will expire on 08.05.2024.

Subject to approval by the FSMA and by the general shareholders meeting of 12.05.2021, the board of directors will propose the renewal of the term of office of Mr Jacques van Rijckevorsel and Mrs Inès Archer-Toper as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code, and the renewal of the term of office of Mrs Françoise Roels as executive director. In case of approval by the general meeting, the board of directors has decided that Mr Jacques van Rijckevorsel will remain chairman of the board of directors and chairman of the nomination, remuneration, and corporate governance committee, Mrs Inès Archer-Toper will remain member of the audit committee and Mrs Françoise Roels will remain Chief Corporate Affairs Officer & Secretary General. Their term of office will expire at the general shareholders meeting of 2025.

The term of office of Mrs Cécile Scalais, representing the shareholder Belfius Insurance, will expire at the end of the ordinary general meeting of 12.05.2021. In accordance with the governance rules, only one shareholder with a stake of 3% or more can nominate a candidate for a seat on the board of directors. However, Belfius Insurance did not wish to maintain that threshold. The board of directors acknowledged this decision and will not propose the renewal of Mrs Cécile Scalais' term of office at the ordinary general meeting of 12.05.2021. The board extended warm thanks to Mrs. Cécile Scalais for her contribution to the board's discussions over the past four years. The number of board members is therefore temporarily reduced to 11.

BOARD OF DIRECTORS' ACTIVITY REPORT

In 2020, the board of directors met nine times. Each member of the board of directors receives before each meeting the documents enabling him/her to study the proposals made by the executive committee on which he/she will have to take a decision. When voting, decisions are passed by a simple majority of votes. In the event of equality of votes, the chairman's vote is decisive.

In addition to recurrent subjects, the board of directors also took decisions on various matters in 2020, more specifically in the following fields:

Strategy:

• monitoring of Cofinimmo's strategy and development, including the ESG (environmental, social and governance) strategy.

Real estate:

  • analysis and approval of investment, divestment, and (re)development projects, among which the acquisition of healthcare real estate assets in Finland;
  • acquisition of a portfolio of healthcare real estate assets in development in Germany and exclusive partnership with a project management office;
  • stakes in real estate companies in Belgium, France, Spain, the Netherlands and Germany, and in particular partnerships in Belgium with the Aldea group and in France with the French Red Cross;
  • analysis of the impact of COVID-19 on the company's activities;
  • a capital increase through contribution in kind of the shares of real estate companies within the framework of the authorised capital;
  • approval of the proposed merger of Bolivar Properties in the context of an operation similar to a merger by absorption.

Financial:

  • monitoring of the company's financing, and in particular the issue of a public sustainable bond;
  • proposal to renew the mandate of the statutory auditor, Deloitte CVBA, Réviseurs d'Entreprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck;
  • a capital increase through contribution in kind of an optional dividend within the framework of the authorised capital.

Internal control:

  • internal control plans and reports of the compliance officer, the risk manager and the internal auditor;
  • annual report and core document of the actual management of internal control.

Governance:

  • monitoring of the well-being and safety of employees during the COVID-19 health crisis;
  • amendment of the internal regulations of the board of directors as part of a review of the corporate governance charter;
  • in-depth reflection on the governance model to adopt;
  • amendments to the articles of association and to the corporate goverance charter following the entry into force of the CCA and the 2020 Code;
  • evaluation of the executive committee, setting its objectives, and the fixed and variable remuneration;
  • reduction of the fixed monthly remuneration of the executive committee members and of the non-executive directors' attendance fees by 15% from April 2020 to the end of 2020, non-payment of the non-executive directors' attendance fees for the board of directors meetings dedicated to the management of the health crisis related to COVID-19;
  • self-assessment of the board of directors and its committees.

Composition of the board:

  • proposal to the ordinary general meeting of 13.05.2020 to renew the term of office of Mr Olivier Chapelle, Mr Maurice Gauchot and Mrs Diana Monissen as independent director as meant by article 7:87 §1 of the CCA and the 2020 Code, and of Mr Xavier de Walque, as independent director as meant by article 7:87 §1 of the CCA;
  • proposal to the ordinary general meeting of 12.05.2021 to renew the term of office of Mr Jacques van Rijckevorsel and Mrs Inès Archer-Toper as independent director as meant by article 7:87 §1 of the CCA and the 2020 Code.

Staff:

  • internal organisation of the company;
  • results of the employee engagement survey.

Audit committee

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CURRENT COMPOSITION

The audit committee consists of three directors. They are Mr Benoit Graulich (chairman), Mrs Inès Archer-Toper as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code, and Mr Xavier de Walque as independent director as meant by article 7:87 §1 of the CCA.

The chairman of the board of directors and the members of the executive committee are not members of the audit committee. They are invited to attend the meetings, but are not entitled to vote.

The chairman of the audit committee is appointed by the members of the committee. The members of the audit committee have a collective expertise in the company's field of activities. At least one member has accounting and auditing expertise.

The current composition of the audit committee and the tasks it has been assigned, meet the requirements of the law of 17.12.2008 relating to the creation of an audit committee in listed and financial companies and by the law of 07.12.2016 on the organisation of the profession and the public supervision of auditors. The audit committee's procedural rules are detailed in the corporate governance charter.

AUDIT COMMITTEE ACTIVITY REPORT

The audit committee met on five occasions during 2020.

It addressed matters that fall within the framework of its mission, which is to guarantee the accuracy and truthfulness of the reporting of Cofinimmo's annual, half-yearly and quarterly accounts, the quality of internal and external control, and of the information provided to the shareholders.

The audit committee also addressed the following topics:

  • renewal of the mandate of the statutory auditor, Deloitte CVBA, Réviseurs d'Entreprises/Bedrijfsrevisoren, represented by Mr. Rik Neckebroeck;
  • presidency of the audit committee;
  • new organisation of internal audit and appointment of Mr Christophe Pleeck to replace Ms Sophie Wattiaux;
  • review of the recommendations made by the auditor concerning internal control and IT procedures;
  • review of the list of recommendations made by the internal auditor;
  • review of the major risks;
  • review of the list of incidents;
  • review of the internal valuation of assets;
  • review of the achievement of the objectives of the executive committee members;
  • review of the annual report and core document of the actual management of internal control;
  • review of new legislation;
  • amendment of the procedural rules of the audit committee as
  • provided for in the corporate governance charter;
  • its own assessment.

Nomination, remuneration and corporate governance committee

CURRENT COMPOSITION

The nomination, remuneration and corporate governance committee (NRC) consists of four independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code. They are Mr Jacques van Rijckevorsel (chairman), Mr Olivier Chapelle, Mr Maurice Gauchot and Mrs Diana Monissen. The members of the executive committee are not members of the NRC.

The current composition of the NRC and the tasks it has been assigned fulfil the conditions of article 7:100 of the CCA. The NRC's procedural rules are stated in the corporate governance charter.

NOMINATION, REMUNERATION, AND CORPORATE GOVERNANCE COMMITTEE ACTIVITY REPORT

In 2020, the Committee convened five times.

The main topics covered were as follows:

  • renewal of the term of office of two non-executive and independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code, Mr Jacques van Rijckevorsel and Ms Inès Archer-Toper;
  • renewal of the term of office of one executive director, Mrs Françoise Roels;
  • launch of an evaluation and self-assessment of the two non-executive directors whose term of office expires at the ordinary general meeting of 12.05.2021 and who are candidates for the renewal of their mandate;
  • evaluation of the executive committee members and their remuneration as well as the criteria for granting variable remuneration;
  • preparation of the 2021 objectives of the executive committee members;
  • preparation of a remuneration policy in line with the new CCA and the 2020 Code;
  • amendments to the management contracts of the executive committee members pursuant to the remuneration policy;
  • preparation of a remuneration report;
  • review of the new legislation;
  • reflexion on the composition of the board of direcors;
  • its own assessment.

Executive committee

CURRENT COMPOSITION

Note that on 15.01.2020, the extraordinary general meeting of Cofinimmo approved statutory amendments following the entry into force on 01.01.2020 of the CCA, which replaces the Company Code. In particular, Cofinimmo has opted for a one-tier governance structure, as provided for in articles 7:85 et seq. of the CCA. The board of directors has delegated certain special powers to an executive committee, consisting of members who may or may not be directors, and entrusted the day-to-day management of the company to each of the members of this executive committee, whose creation and existence is provided for in article 13 of the Articles of Association.

The executive committee consists of five members. In addition to its chairman, Mr Jean-Pierre Hanin (Chief Executive Officer), it includes the following other members: Mr Jean Kotarakos (Chief Financial Officer), Mrs Françoise Roels (Chief Corporate Affairs & Secretary General), Mr Sébastien Berden (Chief Operating Officer Healthcare), and Mrs Yeliz Bicici (Chief Operating Officer Offices & Real Estate Development).

Each member of the executive committee has a specific area of responsibility. The committee meets weekly. In accordance with article 14 of the law of 12.05.2014 on regulated real estate companies, the members of the executive committee are directors as meant by this article and are also responsible for the day-to-day management of the company.

The executive committee's procedural rules are stated in the corporate governance charter.

Courthouse – Antwerp (BE)

Jean-Pierre Hanin Chief Executive Officer

186

Jean-Pierre Hanin joined Cofinimmo in February 2018 and holds several offices in subsidiaries of Cofinimmo group. He has a Law degree from the KUL (Catholic University of Leuven). He also holds a Master's degree in Tax Management from the Solvay Business School and a LL.M from Georgetown University. He started his career as a business attorney. He then joined various international groups where he took up financial and management positions, among which Chief Financial Officer and Chief Executive Officer of Lhoist group, global leader in lime and dolomite. More recently, he was Chief Financial Officer then manager of the 'Building Performance' division of the construction materials group Etex. His functions led him to operate in various regions all over the world for over 20 years, and to carry out both consolidation and development activities.

Jean Kotarakos Chief Financial Officer

Jean Kotarakos joined Cofinimmo in June 2018 as CFO. He holds a degree in Commercial Engineering from the Solvay Brussels School of Economics and Management (ULB), where he has been teaching in the Executive Programme in Real Estate since 2010. He also holds several offices in subsidiaries of the Cofinimmo group. Jean Kotarakos supervises the Accounting, Communication & IR, Control, IT, Mergers and Acquisitions, and Treasury & Project Finance departments. He has held numerous financial positions during his career in various companies. After working for approximately ten years for KPMG and D'Ieteren, he joined Aedifica, where he was Chief Financial Officer from 2007 to May 2018.

Françoise Roels Chief Corporate Affairs and Secretary General

Françoise Roels joined Cofinimmo in August 2004. She is a Law graduate (RUG 1984), candidate in Philosophy (RUG 1984) and holds a Master's degree in Taxation (École Supérieure des Sciences Fiscales 1986). She is in charge of the company's general secretariat and the compliance and risk management functions. She is also responsible for matters involving shareholders and relations with the Belgian financial supervisory authorities. Besides, she supervises the company's ESG, Taxation, Governance, Information management, Legal and Human Ressources departments. She also holds several offices in subsidiaries of the Cofinimmo group. Before joining Cofinimmo, Françoise Roels worked for the Loyens law firm, for Euroclear/JP Morgan and for the Belgacom group. She was responsible for tax affairs and corporate governance.

Sébastien Berden Chief Operating Officer Healthcare

Sébastien Berden joined Cofinimmo in 2004, first as Investor Relations Officer, then as Development Manager Healthcare, and Head of Healthcare, a position he held from 2011 to 2018. Since July 2018, he is Chief Operating Officer Healthcare and supervises the Healthcare department. He holds several offices in subsidiaries of the Cofinimmo group. He is also a director in Aldea Group SA/NV and SCI Foncière CRF. He holds a Master's degree in Applied Economics from the University of Antwerp. He also followed a post-graduate training in financial analysis and completed a Leadership Development Programme at Harvard Business School. Moreover, he holds a post-graduate degree in Hospital and Care Management from the UCL. He started his career in 1998 at KPMG successively as financial auditor and Corporate Finance Consultant.

Yeliz Bicici Chief Operating Officer Offices & Real Estate Development

Yeliz Bicici joined Cofinimmo in 2008, first as Property Manager, then Area Manager and finally Development Manager, before becoming Head of Development in 2014. Since July 2018, she has been Chief Operating Officer Offices & Real Estate Development. She supervises the Development, Project Management, Offices and Distribution networks departments and also holds several offices in subsidiaries of the Cofinimmo group. She holds a double Master's degree in Real Estate (Antwerp Management School 2012 and KUL 2009) and completed a post-graduate training in energy engineering (UGent) and financial analysis. Before joining Cofinimmo, she worked for Robelco from 2001 to 2008 and for Uniway until 2001.

Healthcare centre – Alphen aan den Rijn (NL)

Evaluation of the performance of the board of directors and its committees

Under the direction of its chairman, the board of directors conducts regular evaluations, at least every two or three years, of its size, composition and performance and of those of its committees as well as its interaction with the executive committee. The four objectives of this analysis are to:

  • appraise the functioning of the board of directors or the committee concerned;
  • verify that important matters are being prepared and discussed adequately;
  • evaluate the actual contribution of each director by their presence at the board of directors and committees meetings, and their constructive involvement in the discussions and decision-making process;
  • validate the current composition of the board of directors or the committees.

When a director's term of office is up for renewal, the board proceeds with an evaluation of the director under the guidance and with the contribution of the NRC.

In 2020, the board of directors decided to launch an evaluation of the two directors whose renewal of term of office will be proposed to the general meeting of 12.05.2021, namely, Mrs Inès Archer-Toper and Mr Jacques van Rijckevorsel. In fact, at the end of each term of office, the board of directors, with the assistance of an external consultant, launches an evaluation and a self-assessment of the director standing for the renewal of his/her mandate. The board evaluates his/her attendance at the board or committees meetings, his/her commitment and constructive involvement in the discussions and decision-making process. On this occasion, the NRC also reviews the board members' skills/experience grid and ensures that the board's composition continues to be appropriate. The NRC then makes recommendations regarding the renewal of terms of office that are about to expire to the board of directors which decides to submit them to the general meeting.

In 2020, the evaluation of the board and its committees was carried out as part of an internal process established by the chairman of the board, the secretary general and the NRC. The evaluation was carried out around the following topics: the functioning of the board of directors, its information, culture, tasks, the relationship with the executive committee and the relationship with the committees and the chairman of the board of directors. The results of this evaluation highlighted the topics to build on as well as those to be improved.

The non-executive directors carry out annual assessment of their interaction with the executive committee. The evaluation is put on the agenda of a restricted board of directors meeting from which the members of the executive committee are absent.

Management

The executive committee is assisted by a team of departmental head and other managers. Each person reports directly to one departmental head or one of the members of the executive committee and assumes specific managerial responsibility.

RULES AND PROCEDURES

Prevention of conflict of interest

With regard to the prevention of conflicts of interest, the company is subject to the provisions of the CCA (articles 7:96 and 7:97) and to the specific provisions of the RREC regulations regarding integrity policy and concerning certain transactions referred to in article 37 of the RREC act.

The directors and the members of the executive committee have at duty to avoid any act which would be, or appear to be in conflict with the interests of the company and its shareholders. They immediately inform the chairman of the board of directors or the chairman of the executive committee of any such possible conflict of interest.

Directors and members of the executive committee undertake not to solicit and to refuse any remuneration, in cash or in kind, or any personal benefit offered because of their professional ties with the company. This includes, but is not limited to, consulting fees, sales, rental, investment and success fees, etc. In addition, they do not use business opportunities intended for the company for their own benefit.

The rules regarding the prevention of conflicts of interest are described more extensively in the corporate governance charter.

During the 2020 financial year, one decision resulted in the application of article 7:96 of the CCA. During the session of 13.02.2020, the board of directors deliberated on the following topics relating to the members of the executive committee: achievement of the 2019 objectives, the variable remuneration for 2019, the fixed remuneration for 2020, the modification of the Long-term Incentive Plan (LTI), and the ownership of shares.

EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF 13.02.2020

"In application of article 7:96 of the CCA, the executive directors, Messrs Hanin, Kotarakos and Mrs Roels announce that they have an interest of a proprietary nature that is contrary to that of the company, of which the auditor has been informed, and leave the meeting together with Mr Berden and Mrs Bicici.

Achievement of the 2019 objectives

The chairman reports to the board members on the NRC deliberations of 12.02.2020 and the pre-board consultations of 13.02.2020. After a broad overview, the board sets the overall percentage of achievement of the KPIs relating to the STI at 110%, and the KPIs relating to the LTI at 100%. The percentage of the variable STI remuneration applied to the fixed annual remuneration is therefore 44% (110% * 40%) for all members of the executive committee.

In order to align all members of the executive committee, the board of directors decides to modify the remuneration policy and therefore, starting from the calculation of the long-term variable remuneration for the 2019 financial year, the long-term variable LTI remuneration of the members of the executive committee who are not directors is allocated for an amount of up to 40% of the annual fixed remuneration instead of 20%. The percentage of the LTI variable remuneration applied to the annual fixed remuneration is therefore 40% (100% * 40%) for all members of the executive committee. The detailed percentages of the 2019 STI and LTI achievements are set out in appendix 5.

The board meeting to be held in March will decide on the part of their respective STI variable remuneration that will be converted into individual pension promises.

Note that the amount of the variable remuneration allocated within the framework of the LTI, after deduction of the withholding tax on professional income, must be allocated to the acquisition of Cofinimmo shares which the members of the executive committee undertake to enter in the register of registered shares and to hold for a period of at least 3 years.

Fixed remuneration 2020

On recommendation of the NRC, the board decides to increase the annual fixed remunerations as follows:

  • Jean-Pierre Hanin: + 40,000 EUR (i.e. 540,000 EUR)
  • Yeliz Bicici: + 50,000 EUR (i.e. 275,000 EUR)
  • Sébastien Berden: + 50,000 EUR (i.e. 275,000 EUR)

On recommendation of the NRC, the board decides to increase the company's annual contribution to the savings and pension plan as follows:

  • Yeliz Bicici: + 22,000 EUR (i.e. 62,000 EUR)
  • Sébastien Berden: + 22,000 EUR (i.e. 62,000 EUR)

Modification of the LTI

On recommendation of the NRC, the board decides to modify the remuneration policy regarding the long-term variable remuneration of the members of the executive committee by allocating, as of the 2020 financial year, an amount ranging from 0% to 60% (instead of 0% to 40% currently) of the annual fixed remuneration with a target of 40%.

The achievement of the KPIs will be assessed by the board of directors in a multiannual perspective.

If this achievement is at least 80%, the members of the executive committee will have the possibility to acquire the shares of the LTI plan at a unit price corresponding to the last known closing stock exchange price either with a discount of 15% or multiplied by a factor of 100/120th, in accordance with comment 36/16 of the income tax code, if acceptable from a regulatory point of view.

This modification of the LTI plan will be mentioned in the remuneration policy to be submitted to the OGM for approval. This possibility to acquire Cofinimmo shares may also apply to the bonus of certain members of staff as defined by the executive committee.

Share ownership by members of the executive committee

On recommendation of the NRC, the board decides that each member of the executive committee shall hold and register in the company's share register a number of shares equivalent to at least 50% of their gross annual fixed remuneration. Each member of the executive committee will have 5 years to reach this threshold. The exact formulation and terms of this obligation will be set out in the 'remuneration policy' document which will be submitted to the general meeting for approval."

Share ownership by non-executive directors

It should be noted that regarding share ownership by non-executive directors, the board decided at its meeting of 13.02.2020 that each non-executive director must purchase and register in the company's share register a number of shares equivalent to at least 20% of his/her annual remuneration after deduction of withholding tax. These shares must be held by the non-executive director until the date of the first anniversary of the end of his last term of office.

In line with the provisions of the 2020 corporate governance code and the CCA, the board of directors has submitted the remuneration policy covering the non-executive directors and the members of the executive committee to the general meeting of 13.05.2020, who approved it.

During the 2020 financial year, no decision nor operation resulted in the application of article 7:97 of the CCA.

In addition, article 37 of the law of 14.05.2014 on regulated real estate companies provides for special provisions when one of the persons referred to in that article acts as counterparty in a transaction with the RREC or one of the companies within its scope. During the year 2020, the decision of the board of directors to increase the capital through contribution in kind as part of the distribution of an optional dividend has been subject to a disclosure in application of that article. Similarly, the conclusion of agreements enabling the company to acquire the remaining shares of Cofinea I held by Amundi Immobilier Novation Santé has been subject to a notification in application of that article.

Code of conduct

The code of conduct explicitly stipulates that the members of the governing bodies and the personnel must refrain from using third parties, and refuse any remuneration, in cash or in kind, or any personal advantages offered by reason of their professional association with the company.

Whistleblowing policy

A whistleblowing procedure was implemented to report irregularities covering situations in which an employee of the company, and generally, any person working on behalf of the company, reports a concern about an irregularity he/she has observed, which affects or could potentially affect third parties including clients, suppliers, other members of the company, the company itself (its assets, income, or reputation), its subsidiaries or the public interest.

Acquisition and sale of Cofinimmo shares (insider trading)

In accordance with the principles and values of the company, a dealing code containing the rules which must be followed by directors and the designated persons wishing to trade the financial instruments issued is provided for in the corporate governance charter. This dealing code specifically prohibits the purchase and sale of Cofinimmo shares during the period running from the day after each quarter's closing date up to (and including) the publication of the annual, half-yearly or quarterly results. The rules of the dealing code have been aligned with regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16.04.2014 on market abuse, the fair presentation of investment recommendations and the reporting of conflicts of interest.

Judicial and arbitration procedures

The executive committee declares that there are no government interventions, legal proceedings or arbitration procedures that could have a significant impact, or may have had such an impact in the recent past, on the financial position or profitability. In addition, to the knowledge of the executive committee, there are no situations or facts which could give rise to such government interventions, legam proceedings, or arbitration procedures.

Compliance officer and risk management

Mrs Françoise Roels, Chief corporate affairs and secretary general, is the compliance officer. Her duties involve ensuring that the code of conduct as well as, more generally, all prevailing laws and regulations are complied with. She is also the company's risk manager within the executive committee and is responsible for identifying and managing events potentially affecting the organisation.

Internal audit

Until November 2020, Mrs Sophie Wattiaux was responsible for internal audit. This function has since been provided by Mr Christophe Pleeck. His duties involve examining and assessing the smooth running, effectiveness, and relevance of the internal control system.

Research and development

With the exception of the innovation present in the construction and major renovation projects mentioned in the chapter 'Transactions and achievements in 2020', no research and development activities were carried out during the 2020 financial year.

Power of representation

Article 17 of the articles of association stipulates that, except where specially delegated by the board of directors, the company shall be validly represented in all acts, including those involving a public official or a ministerial officer, as well as in legal proceedings, both in claiming and in defending, either by two directors acting jointly, or, within the limits of the powers conferred to the executive committee, by two members of the aforementioned committee acting jointly, or, within the limits of the day-to-day management, by two delegates to such management acting jointly.

The company is also validly represented by special representatives of the company within the limits of the mandate conferred to them for this purpose by the board of directors or the executive committee or, within the limits of the day-to-day management, by two delegates for such management acting jointly. The following persons may, therefore, represent and validly commit the company for all acts and all obligations with regard to all third parties or authorities, public or private, by the joint signature of two of them:

  • Mr Jean-Pierre Hanin, managing director, chairman of the executive committee;
  • Mr Jean Kotarakos, executive director, member of the executive committee;
  • Mrs Françoise Roels, executive director, member of the executive committee;
  • Mr Sébastien Berden, member of the executive committee;
  • Mrs Yeliz Bicici, member of the executive committee.

The board of directors has delegated certain special powers to the executive committee by virtue of a notarial deed of 15.01.2020, published in the Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of 11.02.2020 and the executive committee has delegated certain specific powers by virtue of a notarial deed of 15.01.2020, published in the Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of 11.02.2020, for certain types of deeds such as leases and endorsements, works, loans, borrowings, credits, securities and hedging operations, information and communication technologies, human resources, legal affairs, tax management, money transfer operations, and insurance operations.

Cofinimmo's articles of association

Extracts from the articles of association are published on pages 346 to 354 of this document. The company's articles of association were updated on 15.01.2020, 09.06.2020, 10.06.2020 and on 25.08.2020.

INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007

— In accordance with article 34 of the royal decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, the company discloses and, where appropriate, explains the factors likely to have an impact in the event of a takeover bid

Capital structure

At this document's cut-off date, the capital of the company is set at 1.529,928,939.83 EUR and is divided into 28,549,520 fully paid-up shares, each representing an equal share.

On 15.09.2016, the company issued a bond convertible into ordinary shares with a maturity date of 15.06.2021. The issue concerns 1,502,196 convertible bonds with a nominal value of 146.00 EUR, i.e. a total amount of 219,320,616.00 EUR. The convertible bonds give their holders the possibility to receive Cofinimmo shares at a ratio of one share per bond. However, at the time of conversion, the company will have the choice to deliver new and/or existing shares, to pay a cash amount, or a combination of both. Above a certain threshold, the exchange parity will be partially adjusted according to the level of the dividend and in accordance with the usual anti-dilution provisions for this type of issue. The conversion period is open at any time from 26.10.2016 until 06.09.2021.

A bondholder may exercise his conversion right in respect of a convertible bond by submitting a conversion notification in accordance with the procedure set out in the securities note issued for this purpose. This note is available on the company's website www. cofinimmo.com.

There are currently 1,502,196 outstanding bonds convertible into shares and issued on 15.09.2016. If all of the outstanding bonds were to be converted, a maximum of 1,643,933 shares with the same number of voting rights would be created.

Legal, statutory limits to the transfer of securities

The transfer of company shares is not subject to any specific legal or statutory limits. In accordance with principle 7 of the 2020 Code and the remuneration policy, non-executive directors must invest 20% of their net annual remuneration in company shares. These shares are held for at least one year after the non-executive director has left the board, and for at least three years after their allocation. Members of the executive committee must allocate their entire net long-term variable remuneration to the acquisition of company shares, which they undertake to hold for a minimum period of three years. In accordance with principle 7 of the 2020 Code and the remuneration policy, the CEO and the other members of the executive committee must hold a certain number of company shares throughout their term of office.

All of the company shares are listed on the regulated market of Euronext Brussels.

Special control rights of shareholders

The company does not have any shareholders benefiting from special control rights.

Control mechanism provided for in case of an employee shareholding system where the control rights are not exercised by the latter

No employee shareholding system has been put in place.

Legal or statutory limits to voting rights

In accordance with articles 7:217 and 7:221 of the CCA, the voting rights of the treasury shares of the company and its subsidiary are suspended. As at 31.12.2020, the company held 45,084 treasury shares.

Agreements between shareholders, known by the company, which could limit the transfer of shares and/or voting rights

To the company's knowledge, there are no agreements between shareholders that could limit the transfer of shares and/or the exercise of voting rights.

Rules for the nomination and replacement of members of the board of directors and for any modification in the articles of association

In accordance with article 10 of the articles of association, the members of the board of directors are appointed for four years by the general meeting and are always revocable by it. The directors are re-eligible. The term of office of the director who is not re-elected ends immediately after the general meeting which decides on the re-election.

In the event of one or more terms being vacant, the remaining directors of the board shall have the power to provisionally fill the vacancy until the next general meeting which will proceed with the final election.

Regarding the amendment of the company's articles of association, there is no regulation other than that determined by the CCA and the RREC act.

Medical office building Oosterstraat – Baarn (NL)

Powers of the board of directors regarding the issuance or repurchase of shares

On 25.08.2020, the extraordinary general meeting granted the board of directors a new authorisation for a period of five years from the date of publication of the minutes of this meeting in the appendices to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad).

The board of directors is therefore authorised to increase the capital on one or more occasions by a maximum amount of:

    1. 725,000,000 EUR, i.e. 50% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for capital increases through contributions in cash, providing for the possibility for the company's shareholders to exercise their preferential right or irreducible allocation right;
    1. 290,000,000 EUR, i.e. 20% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for capital increases in the context of the distribution of an optional dividend;
    1. 145,000,000 EUR, i.e. 10% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for:
  • a) capital increases through contributions in kind,
  • b) capital increases through contributions in cash without the possibility for the company's shareholders to exercise their preferential right or irreducible allocation right, or
  • c) any other form of capital increase,

it being understood that the capital, within the framework of this authorisation, may under no circumstances be increased by an amount exceeding 1,160,000,000 EUR, being the cumulative amount of the various authorisations with regard to authorised capital.

On this document's cut-off date, the board of directors has not yet made use of this authorisation.

The board of directors is specifically authorised, for a period of five years from the publication of the minutes of the extraordinary general meeting of 15.01.2020, to acquire, pledge, and alienate (even off-market) the company's treasury shares for the account of Cofinimmo, at a unit price which cannot be inferior to 85% of the closing market price of the day preceding the transaction date (acquisition, sale, and pledge) and which cannot be superior to 115% of the closing market price of the day preceding the date of the transaction (acquisition, pledge), without Cofinimmo being able at any time to hold more than 10% of the total number of shares issued. At 31.12.2020, and on this document's cut-off date, Cofinimmo held 45,084 treasury shares.

Important agreements, to which the issuer is a stakeholder and which take effect, are modified or terminated in the event of a change of control following a takeover bid

It is customary to include a so-called 'Change-of-Control' clause in financing contracts that allows the lender to demand repayment of the loan in the event of a change of control of the company. The history of the important agreements, in which the issuer is a stakeholder and which take effect, are modified or terminated in the event of a change of control following a takeover bid prior to 2020 is available in the 2019 annual financial report and that of previous years, section 'Corporate governance statement', 'Change in control'. These documents are available on the company's website www.cofinimmo.com.

The following credit agreements concluded in 2020 contain such a change-of-control clause:

  • credit agreement dated 06.01.2020 between the company and SMBC,
  • credit agreement dated 23.03.2020 between the company and ABN AMRO,
  • credit agreement dated 01.04.2020 between the company and BELFIUS,
  • credit agreement dated 23.04.2020 between the company and ING,
  • credit agreement dated 09.06.2020 between the company and KBC,
  • credit agreement dated 01.07.2020 between the company and BNP,
  • credit agreement dated 01.07.2020 between the company and ABN AMRO,
  • credit agreement dated 02.10.2020 between the company and BELFIUS,
  • agreement dated 02.12.2020 relating to the issuance of a benchmark-sized sustainable bond,
  • credit agreement dated 18.12.2020 between the company and BECM.

The change-of-control clauses included in the agreements concluded until 23.04.2020 have been approved by the ordinary general meeting of 13.05.2020, the other change-of-control clauses will be submitted to the approval of the general meeting of 12.05.2021.

Agreements between the issuer and the members of the board of directors which provide for indemnities if the members of the board of directors resign or have to leave office without good reason or if the employment of staff terminates due to a takeover bid

The contractual terms of the directors who are members of the executive committee are described on page 194 of this document.

REMUNERATION POLICY

Introduction

In accordance with provision 7.3 of the 2020 Code, the remuneration policy was approved by the ordinary general meeting of 13.05.2020 with the following proportions of votes: 9,195,749 'in favour', i.e. 88.11% of the votes cast, 977,064 'against', i.e. 9.36% of the vos cast, and 264,363 'abstentions'. The approved remuneration policy is applicable as from 01.01.2020 and applies in principle until the end of the financial year ending in 2024. It will be submitted to the general meeting for approval, by separate vote, on each important modification and, in any event, at least once every four years. The applicable remuneration policy is available on the company's website as part of the documentation made available to shareholders in the context of the ordinary general meeting of 13.05.2021.

Remuneration policy for non-executive directors

PROCEDURE

Any decision relating to the remuneration of non-executive directors falls within the competence of the general meeting. The remuneration of the company's non-executive directors is determined by the general meeting on the proposal of the board of directors, which receives recommendations from the NRC. At least every other year, the NRC carries out a benchmarking exercise with the remuneration of non-executive directors of other Belgian listed companies of similar importance. The objective is to ensure that the remuneration always remains adequate and in line with market practices, taking into account the size of the company, its financial situation, its position within the Belgian economic environment, and the level of responsibilities assumed by the directors. Any proposed modification in the remuneration of the non-executive directors as a result of this benchmarking exercise is subject to the decision of the general meeting.

POLICY

This policy reflects the decisions adopted by the ordinary general meeting of 28.04.2006 on the proposal of the board of directors and the NRC. It has been supplemented in 2016 by measures to 1) compensate foreign non-executive directors attending physical meetings for the additional time they devote to their mandate compared to that devoted by a director residing in Belgium and 2) to compel non-executive directors to hold company shares.

In accordance with the decision of the general meeting of 28.04.2006, the remuneration consists of a fixed annual remuneration, supplemented by attendance fees for the meetings of the board of directors and advisory committees they attend as members or president:

• on the one hand, a basic remuneration of 20,000 EUR for membership of the board of directors, 6,250 EUR for membership of a committee and 12,500 EUR for chairing a committee;

• on the other hand, directors' attendance fees of 2,500 EUR per session for attending meetings of the board of directors, and 700 EUR per session for attending the meetings of committees.

Non-executive directors residing abroad receive a lump sum of 1,000 EUR for travel to attend a board or committee, as a compensation for the additional time they devote to their mandate compared to that devoted by a director residing in Belgium.

The remuneration of the chairman of the board is set at 100,000 EUR per annum for all his responsibilities, whether at the board of directors or the committee level.

Non-executive directors do not receive performance-related variable remuneration, stock options, saving and provident scheme nor benefits in kind. During its meetings of 13.02.2020 and 19.03.2020, and in order to comply with the 2020 Code, the board of directors decided that each non-executive director must , each year, acquire and have registered in the company's share register, a number of nominative shares equivalent to at least 20% of his/her annual remuneration after deduction of the withholding tax. These shares must be held until at least one year after the non-executive director leaves the board, and at least three years after they have been allocated. Dividends allocated during the period of unavailability (in respect of the financial year starting on January 1st of the year of the general meeting following entry in the register) will be paid out at the same time as those of the other shareholders. To facilitate the practical implementation of this rule, the number of shares to be acquired for each director will be fixed at the beginning of each year and will take into account the average share price of the previous year. Directors may anticipate this obligation by acquiring a sufficient number of shares covering the remaining period of their term of office.

Directors who represent an institutional shareholder will not be subject to this rule of obligation to reinvest in Cofinimmo shares insofar as they cede their remuneration back to the shareholder they represent.

CONTRACTUAL RELATIONSHIP

There are no business contracts between the company and the non-executive directors, who exercise their mandate under the status of independent director. In accordance with the company's articles of association, their mandate may be revoked by the general meeting at any time, with immediate effect and without reason.

Remuneration policy for the members of the executive committee

PROCEDURE

The remuneration of the members of the executive committee is determined by the board of directors based on the recommendations of the NRC, which annually analyses the remuneration policy applicable to the members of the executive committee, and which verifies whether an adjustment is necessary to attract, retain and motivate them, within reasonable limits given the stakes and the size of the company. It is indeed essential to align Cofinimmo's remuneration policy with these ambitions.

This remuneration is analysed both overall and in terms of the distribution of its various components, and of the conditions under which it is obtained. This analysis is accompanied by a benchmarking exercise with the remuneration policy applicable to the members of the executive committee of other listed and unlisted real estate companies, as well as other non-real estate companies of similar size and scope. The findings and conclusions of the benchmarking exercise are, if applicable, mentioned in the remuneration report of the annual report.

The NRC also ensures that the target-setting process determining the level of variable remuneration remains in line with the ambitious strategy and risk appetite of the company. It submits the result of its analysis and any reasoned recommendations to the board of directors for decision.

The remuneration thus allocated to the members of the executive committee includes all their duties within the Cofinimmo group.

POLICY

In order to ensure the collegiality of the members of the executive committee with regard to the company's strategy, the composition (but not the level) of the remuneration of the members of the executive committee is identical for all its members.

The objectives defined for the determination of the variable remuneration of the members of the executive committee also serve as a general framework for determining the objectives of the employees.

Since 2018, the remuneration package for the members of the executive committee consists of the following elements1 :

1. Fixed remuneration

The amount of the fixed remuneration of the members of the executive committee is determined according to their individual duties and skills. There is therefore no alignment between the fixed remuneration of the members of the executive committee. It arises from management agreements and is allocated independently of any performance criteria. It is not indexed. For the members of the executive committee who are also members of the board of directors, it covers their services as members of the board of directors and their attendance at the various committee meetings. The fixed remuneration is borne by Cofinimmo and Cofinimmo Investment Services. The fixed annual remuneration borne by Cofinimmo is payable monthly per twelfths and after deduction of withholding tax. The remuneration born by Cofinimmo Investment Services is paid once a year.

2. Variable remuneration

The variable remuneration criteria for the members of the executive committee correspond to high-quality performance which meets expectations in terms of results, professionalism and motivation, and are determined by the board of directors when annual and multiannual budgets are set. They consist of a combination of individual and collective financial and qualitative qualifying objectives to which a weighting is assigned. The criteria set by the board of directors prioritise objectives which have a positive impact on the company both in the short term (STI) and the long term (LTI) and which are in line with the strategy of the company.

The board sets a maximum percentage of variable remuneration that can only be awarded for performance that exceeds the achievement of the objectives. This percentage is 60% of the annual fixed remuneration.

For both the short-term and long-term variable remuneration, the degree of achievement of the KPIs is audited using accounting and financial data that is analysed by the audit committee. The NRC makes a quantified calculation of what the variable remuneration could be, depending on the degree of achievement of the objectives. This estimation serves as an indication for the final calculation of the variable remuneration. In fact, it will also take into account the specific situation of the company and the market in general.

When determining long-term variable remuneration, the achievement of the objectives is assessed from a multiannual perspective.

The NRC then prepares a proposal for the variable remuneration which is submitted to the board of directors, which in turn assesses the achievements of the executive committee and determines the amount of the variable remuneration to be granted.

In any event, there is no allocation of variable remuneration if the budget is not achieved by at least 80%.

The allocation of the variable remuneration is in line with the requirements of article 7:91 of the CCA.

Should the variable remuneration have been granted or paid based on inaccurate financial information, the company may defer payment of all or part of the variable remuneration concerned, depending on the amounts unduly granted.

The short-term variable remuneration (STI) is intended to reward the collective and individual contribution of the members of the executive committee. Its amount is determined on the basis of the actual achievement of short-term financial, qualitative and non-financial objectives, set and assessed annually by the board of directors based on a proposal from the NRC.

Financial objectives generally include occupancy rate, growth, EPS, operating margin and special projects. Non-financial criteria may vary from one year to the next depending on the priorities set at the time of budget preparation and typically cover areas that can be categorised as efficiency, leadership and initiative projects.

These objectives are set according to criteria weighted by importance and approved by the board of directors on a proposal from

  1. It is reminded that the former remuneration plans in force before the reshuffle of the executive committee in 2018 are no longer applicable to the members of the current executive committee, but remain in force for Mrs Françoise Roels, member of this committee since 2006.

the NRC. Objectives are set at the same time as budget is established and take the latter into account to ensure that the objectives are aligned with the strategy of the company. The degree of achievement of the objectives is determined under the supervision of the audit committee.

The percentage of the short-term variable remuneration may vary from 0% to 60% with a target of 40% of the annual fixed remuneration.

The board of directors may decide to allocate the short-term variable remuneration in the form of an individual pension scheme.

The long-term variable remuneration (LTI) is intended to align the interests of the members of the executive committee with those of the shareholders and encourages the members of the executive committee to adopt a long-term approach.

For the long-term variable remuneration, criteria include in particular the evolution of the EPS and the dividend in a multiannual approach as well as ESG criteria and personal objectives to support this multiannual approach. For the first time and in parallel with the implementation of its investment strategy, Cofinimmo scaled up its ambitions in terms of corporate social responsibility (CSR) by launching, among other ESG measures, the project 30³, aimed at reducing the energy intensity of its assets by 30% by 2030, to reach 130 kWh/m². This objective, which takes the 2017 level as reference, has been established in accordance with the science based targets methodology, which enabled Cofinimmo to objectivise the effort to be made in order to contribute to the global objective of limiting global warming to a maximum of 1.5°C, and is an active part of the Paris Agreement concluded at COP21. The inclusion of ESG objectives as criteria for variable remuneration follows on from the numerous ESG initiatives launched by Cofinimmo over the past ten years.

The LTI plan consists of the allocation of an amount ranging from 0% to 60% of the fixed remuneration for the members of the executive committee with a target of 40% of the fixed annual remuneration. It is mandatory that this amount, after deduction of the withholding tax, be allocated to the acquisition of Cofinimmo shares, which the members of the executive committee undertake to hold – in registered form – for a minimum period of three years.

The members of the executive committee have the possibility to acquire the shares under the LTI plan at a unit price corresponding to the last closing stock market price multiplied by a factor of 100/120th, i.e. with a reduction of 16.67%, in accordance with comment 36/16 of the Income Tax Code, provided that at least 80% of the objectives are globally achieved. This possibility will be available for any shares to be acquired in 2021 following the achievement of the objectives set in 2020.

During its meetings of 13.02.2020 and 19.03.2020, and in order to be in line with the 2020 Code, the board of directors decided that the CEO and the other members of the executive committee must each hold and have registered in the company's register of nominative shares at least 2,200 and 1,200 Cofinimmo shares respectively for the duration of their term of office1 . This detention threshold must be reached by the end of 2024.

3. The savings and provident scheme

The saving and provident scheme aims to reduce as much as possible the gap between the resources available to the beneficiaries before retirement and those available to them afterwards. The supplementary pensions are financed exclusively from Cofinimmo's contributions. The members of the executive committee benefit from a 'defined contribution' group insurance policy taken out with an insurance company. In addition, the members of the executive committee have access to an 'Individual pension commitment insurance policy' intended exclusively to pay a life insurance or death benefit.

4. Other benefits

Cofinimmo incurs annual costs in terms of medical cover for the members of the executive committee. The company also puts a vehicle at the disposal of the members of the executive committee and reimburses them for all the professional expenses incurred in the course of their duties. The members of the executive committee also receive a laptop and a mobile phone.

CONTRACTUAL TERMS OF THE MEMBERS OF THE EXECUTIVE COMMITTEE

In order to entrust them with their day-to-day management mission, the company signed open-ended contracts with the members of the executive committee. The directors have an independent status and accomplish their duties in the absence of any form of subordination and with full autonomy and independence. However, they are guided in the performance of their duties by the guidelines and strategic decisions adopted by the board of directors and by complying with the rules governing the responsibilities and operation of the executive committee.

Since 2018 and as part of the reorganisation of the executive committee, a new form of contract has been negotiated and implemented for the members of the executive committee appointed since.

The business contracts concluded in 2018 are in line with the CCA. These stipulate that the contract may be terminated subject to compliance with a notice period of 12 months in the event of termination by the company, and of three months in the event of termination by the member, or against the payment of an equivalent indemnity calculated on the basis of the emoluments prevailing at the time of the termination. With regard to the contract concluded in 2007 for the member of the executive committee already appointed in 2004, it may be terminated subject to a notice period of 24 months in the event of termination by the company and of three months in the event of termination by the member of the executive committee, or against payment of an equivalent indemnity calculated on the basis of the emoluments prevailing at the time of the termination.2

Should the directors or the members of the executive committee be unable to carry out their duties for reasons of incapacity (illness or accident), Cofinimmo will continue to pay them the fixed portion of their emoluments for a period of two months dating from the first day of incapacity. Thereafter, they will receive an incapacity

1. Based on the average Cofinimmo share price for the year 2019.

2. Article 9 of the law of 06.04.2010 stipulates that this compensation is limited to 12 months or, as the case may be, 18 months. However, the nomination, remuneration and corporate governance committee recalls that these terms and conditions were set out in a management agreement concluded with Françoise Roels in 2007. In accordance with the same article, the approval of the general meeting is therefore not required on this point.

allowance (paid by an insurance company) equal to 70% of their total remuneration.

The contracts with the members of the executive committee include a non-competition clause for a period of 12 months after termination of the contracts. This clause will only be applied if the company chooses to activate it. In this hypothesis, compensation amounting to 12 months of the fixed emoluments will be paid.

The contracts concluded with the members of the executive committee also provide that, should the variable emoluments have been granted or paid based on inaccurate financial information, the company may defer payment of all or part of the variable emoluments concerned, depending on the amounts unduly granted.

Remuneration policy for the next four financial years

The board of directors does not have the intention to change important aspects of the 2020 remuneration policy during the next four financial years. The current remuneration policy is applicable from 01.01.2020, and in principle applies until the end of the financial year ending in 2024. The remuneration policy will, however, be submitted to the general meeting for approval, by separate vote, for each significant change and, in any event, at least once every four years.

Medical office building Oisterwijk Kliniek – Tilburg (NL)

REMUNERATION REPORT

1. Introduction

This remuneration report complies with the provisions of the 2020 corporate governance code ('2020 Code') and of article 3:6 §3, point 2, of the CCA.

The remuneration report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due during the 2020 financial year to each of the non-executive directors and members of the executive committee.

1. TOTAL REMUNERATION

1.1. Remuneration of non-executive directors

The non-executive directors were remunerated in accordance with the remuneration policy adopted by the ordinary general meeting of 13.05.2020.

Attendance board of non-executive directors in 2020

At its meeting of 13.04.2020, the board of directors decided to reduce the attendance fees of non-executive directors by 15% from April 2020 until the end of 2020, as well as the non-payment of the attendance fees related to the two meetings of the board of directors that were dedicated to the management of the COVID-19 health crisis. The board of directors allocated these sums to various associations and initiatives related to the fight against the COVID-19 pandemic. A similar decision was taken regarding the remuneration of the members of the executive committee (see remuneration of the members of the executive committee).

Name, Position Board of
directors
Nomination,
remuneration and corporate
governance committee
Audit
committee
Jacques van Rijckevorsel 9/9 5/5 5/5
Non-executive director –
Chairman of the board of directors and the NRC
Benoit Graulich 9/9 5/5
Non-executive director – Chairman of the audit committee
Cécile Scalais 9/9
Non-executive director
Diana Monissen 9/9 5/5
Non-executive director - Member of the NRC
Inès Archer-Toper 9/9 5/5
Non-executive director – Member of the audit committee
Kathleen van den Eynde 8/9
Non-executive director
Maurice Gauchot 9/9 5/5
Non-executive director – Member of the NRC
Olivier Chapelle 9/9 5/5
Non-executive director – Member of the NRC
Xavier de Walque 9/9 5/5
Non-executive director – Member of the audit committee

Number of shares held as at 31.12.2020

Name, Position Number of shares as at 31.12.2020
Jacques van Rijckevorsel 1,000
Non-executive director – Chairman of the board of directors and the NRC
Benoit Graulich 965
Non-executive director – Chairman of the audit committee
Cécile Scalais 0*
Non-executive director
Diana Monissen 257
Non-executive director - Member of the NRC
Inès Archer-Toper 205
Non-executive director – Member of the audit committee
Kathleen van den Eynde 0*
Non-executive director
Maurice Gauchot 413
Non-executive director – Member of the NRC
Olivier Chapelle 1,005
Non-executive director – Member of the NRC
Xavier de Walque 702
Non-executive director – Member of the audit committee

* In accordance with the remuneration policy, directors representing an institutional shareholder are not subject to the rule of the obligation to reinvest in Cofinimmo shares insofar as they cede their remuneration back to the shareholder they represent

Total remuneration

Name, Position Director's fixed remuneration
including -15% COVID
as from 01.04.2020*
(in EUR)
Jacques van Rijckevorsel 88,750
Non-executive director – Chairman of the board of directors and the NRC
Benoit Graulich 45,544
Non-executive director – Chairman of the audit committee
Cécile Scalais 33,375
Non-executive director
Diana Monissen 42,107
Non-executive director - Member of the NRC
Inès Archer-Toper 42,002
Non-executive director – Member of the audit committee
Kathleen van den Eynde 31,250
Non-executive director
Maurice Gauchot 43,107
Non-executive director – Member of the NRC
Olivier Chapelle 42,107
Non-executive director – Member of the NRC
Xavier de Walque 44,007
Non-executive director – Member of the audit committee

* In accordance with the remuneration policy, the remuneration of non-executive directors is exclusively fixed; they do not receive any variable remuneration, exceptional components, nor pension promises.

Loi/Wet 34 office building – Brussels CBD (BE)

1.2. Remuneration of the members of the executive committee

The members of the executive committee were remunerated in accordance with the remuneration policy adopted by the ordinary general meeting of 13.05.2020.

At its meeting of 13.04.2020, on proposal of the executive committee, the board of directors decided to reduce the monthly fixed remuneration of the members of the executive committee from April 2020 until the end of 2020. The board of directors also allocated these sums to various associations and initiatives related to the fight against the COVID-19 pandemic.

For information purposes, the ratio between the CEO's total remuneration in 2020 and the lowest remuneration among employees, expressed on a full-time equivalent basis, is 14.

Attendance board of the members of the executive committee in 2020

Name, Position Board of
directors
Nomination, remuneration
and corporate governance
committee
Audit
committee
Jean-Pierre Hanin 9/9 5/5* 5/5*
Managing director -
Chief Executive Officer
Françoise Roels
Executive director -
Chief Corporate Affairs & Secretary
General
9/9 5/5* 5/5*
Jean Kotarakos
Executive director -
Chief Financial Officer
9/9 5/5*
Sébastien Berden
Chief Operating Officer Healthcare
9/9*
Yeliz Bicici
Chief Operating Officer Offices
& Real Estate Development
9/9*

* The members of the executive committee attend the meetings as guests.

Name, Position 1. Fixed remuneration 2. Variable remuneration
Conventional
basic
remuneration1
Director's
remuneration
Additional benefits
(company car, laptop,
mobile phone
and medical cover
benefit equivalent)
Variable over
1 year -
Short-term
Incentive Plan2
Variable over
several years -
Long-term
Incentive Plan
Jean-Pierre Hanin
Managing director -
Chief Executive Officer
540,000 EUR 20,164 EUR 295,840 EUR 267,840 EUR
Françoise Roels
Executive director -
Chief Corporate Affairs &
Secretary General
300,000 EUR 19,338 EUR 164,400 EUR 148,800 EUR
Jean Kotarakos
Executive director -
Chief Financial Officer
332,300 EUR 22,445 EUR 182,100 EUR 164,820 EUR
Sébastien Berden
Chief Operating Officer
Healthcare
275,000 EUR 20,299 EUR 136,400 EUR 136,400 EUR
Yeliz Bicici
Chief Operating Officer
Offices & Real Estate
Development
275,000 EUR 21,749 EUR 136,400 EUR 136,400 EUR
  1. The 'Basic remuneration' column corresponds with the amount provided in the management contracts. During its meeting of 13.04.2020, the board of directors decided to reduce the basic remuneration ot the members of the executive committee by 15 % from April 2020 until the end of the year 2020. The board of directors has allocated these amounts to various associations and initiatives related to the fight against the COVID-19 pandemic. This reduction is reflected in the 'Total remuneration' column.

  2. It is recalled that in accordance with the remuneration policy, the board of directors may decide to allocate a short-term variable remuneration in the form of an individual pension commitment.

  3. The 'Total remuneration' amount takes into account the reduction of the basic remuneration by 15 % between 01.04.2020 and 31.12.2020.

2020 performance

After analysis by the audit committee of the accounting and financial data used as a basis to assess to which extent the KPIs were achieved, the NRC assessed the achievement of the objectives of the members of the executive committee.

At its meeting of 25.02.2021 and following the recommendation of the NRC, the board of directors set the overall percentage of achievement of the KPIs relating to the STI at 137%. The percentage was determined based on the degree of achievement of the KPIs and by applying a discretionary adjustment to take into account the exceptional context arising from the health crisis.

In the same meeting and on recommendation of the NRC, the board of directors set the percentage of achievement of the KPIs relating to the LTI at 124 %.

The board of directors has decided not to apply any difference in appreciation between the members of the executive committee to support the quality of their team work and collegiality.

The percentage of the short-term variable remuneration (STI) applied to the contractual fixed annual remuneration is therefore 54.8% (40% *137%) and the percentage of long-term variable remuneration (LTI) applied to the contractual fixed annual remuneration is therefore 49.6% (40% *124%).

The allocation of the variable remuneration is made in accordance with provisions of article 7:91 of the CCA.

6. Proportion of
fixed and variable
remuneration
5. Total
remuneration3
4. Pension 3. Exceptional
component
Fixed:
51.87%
1,171,274 EUR 100,000 EUR
Variable:
48.13%
Fixed:
53.18%
668,888 EUR 62,000 EUR
Variable:
46.82%
Fixed:
52.76%
734,381 EUR 62,000 EUR
Variable:
47.24%
Fixed:
55.08%
607,261 EUR 62,000 EUR
Variable:
44.92%
Fixed:
55.18%
607,712 EUR 62,000 EUR
Variable:
44.82%

Total remuneration

Chief Operating Officer Offices & Real Estate Development

commitment.

  1. The 'Basic remuneration' column corresponds with the amount provided in the management contracts. During its meeting of 13.04.2020, the board of directors decided to reduce the basic remuneration ot the members of the executive committee by 15 % from April 2020 until the end of the year 2020. The board of directors has allocated these amounts to various

  2. It is recalled that in accordance with the remuneration policy, the board of directors may decide to allocate a short-term variable remuneration in the form of an individual pension

associations and initiatives related to the fight against the COVID-19 pandemic. This reduction is reflected in the 'Total remuneration' column.

  1. The 'Total remuneration' amount takes into account the reduction of the basic remuneration by 15 % between 01.04.2020 and 31.12.2020.

Nursing and care home l'Orchidée – Ittre/Itter (BE)

2020 performance

Performance criteria Relative weighting Achievement
Short-term incentive plan
Net result from core activities per share 25% In line
Strategic growth 10% In line
Special projects 25% Exceeded
Long-term incentive plan 10% In line
Net result from core activities per share 10% In line
Personal objectives 20% Exceeded
Long-term incentive plan
Implementation of ESG strategy 25% In line
Net result from core activities per share 25% In line
Dividend 25% Exceeded
Personal objectives 25% Exceeded

Number of shares held as at 31.12.2020

Name, Position Number of shares as at 31.12.2020
Jean-Pierre Hanin 2,825
Managing director - Chief Executive Officer
Françoise Roels 2,938
Executive director - Chief Corporate Affairs & Secretary General
Jean Kotarakos 1,463
Executive director - Chief Financial Officer
Sébastien Berden 668
Chief Operating Officer Healthcare
Yeliz Bicici 412
Chief Operating Officer Offices & Real Estate Development

2. STOCK BASED COMPENSATION

Since 2017, the company no longer grants rights to acquire shares (stock option plan) and since 2018 share-related instruments (share valuation rights). However, the former plans remain applicable with regard to the rights already granted to Mrs Françoise Roels as member of the executive committee, Mr Sébastien Berden, and Mrs Yeliz Bicici before their appointment as member of the executive committee (see page 204).

3. SEVERANCE PAYMENTS

The provisions relating to severance payments are included in the remuneration policy. No severance pay was paid to any member of the executive committee during the 2020 financial year.

4. USE OF THE RIGHTS OF RESTITUTION

In accordance with the remuneration policy, the contracts concluded with the members of the executive committee provide that, in the event that the variable emoluments have been granted or paid on the basis of inaccurate financial information, the company may defer payment of all or part of the variable emoluments concerned, depending on the amounts unduly granted. In the 2020 financial year, these restitution rights were not exercised.

5. DEVIATIONS FROM THE REMUNERATION POLICY

In the 2020 financial year, there were no deviations from the remuneration policy as approved by the ordinary general meeting of 13.05.2020.

6. SHAREHOLDERS' VOTE

On 13.05.2020, the ordinary general meeting approved, by separate vote, the remuneration report presented for the financial year ending on 31.12.2019 with the following proportions of votes: 9,557,690 'in favour', i.e. 91.57% of votes cast, 867,793 'against' , i.e. 8.31% of votes cast and 11,693 'abstentions'.

7. EVOLUTION OF THE COMPANY'S COMPENSATION AND PERFORMANCE

Chief Executive Officer

The total remuneration of the Chief Executive Officer remained stable from 2015 to 2017.

There was a positive variation of 38.4% in 2018 as the year 2018 was marked by a change in the CEO. On this occasion, Cofinimmo's board of directors reviewed the company's strategic objectives and, based on an in-depth benchmarking carried out with the help of consultants specialised in Compensations & Benefits (see 2018 Remuneration report), adapted the remuneration package for the CEO position.

Other members of the executive committee

The total remuneration of the other members of the executive committee (formerly management committee) remained stable from 2015 to 2018.

In 2018, the composition of the executive committee has been reshuffled to take into account the end of the CFO and COO functions. It is specified that the severance payments of the former CFO and COO have not been taken into account in the calculation of the annual change in the total remuneration of the other members of the executive committee.

This total remuneration saw a positive change of 45.9% in 2019 as a result of the arrival of the new CFO and two new COOs, bearing in mind that the position of COO was previously held by a single person. As of 2018, 4 persons will serve as members of the executive committee, instead of 3 previously, together with the CEO, bringing the total number of members of the executive committee from 4 to 5.

Following the 2018 benchmarking exercise, the board of directors decided to align the company's annual contributions to the saving and pension plan and all the executive committee members' percentages applied to the fixed remuneration when determining the variable remuneration for the 2019 financial year.

Non-executive directors

The positive or negative changes in the remuneration of non-executive directors in other years are explained by the higher or lower number of meetings and attendance rates in the years concerned.

It should be noted that in comparison with 2019, the total remuneration of non-executive directors decreased by 39% as a result, among other things, of the board of directors' decision on 13.04.2020 to reduce the attendance fees of the non-executive directors by 15%.

Average remuneration of employees on a full-time equivalent basis

  • The group's employees include the employees of Cofinimmo SA/ NV as well as the employees of other companies both in the group and internationally. The average wages were calculated based on the sum of gross monthly wages, on a full-time equivalent basis;
  • The negative changes in the average remuneration of employees can be explained by the arrival of new employees who generally have below-average wages compared to previous years;
  • The positive changes in the average compensation of employees can be explained by the fact that employees who have left their jobs represent a lower wage bill than those who started their job the following year.

Comparison of the company's remuneration and performances over the last five financial years

Total remuneration
Annual change 2016 vs 2015 2017 vs 2016 2018 vs 2017 2019 vs 2018 2020 vs 2019
Chief Executive Officer -1.0% +0.4% +38.4% +16.1% +12.6%
Other members of the management committee/executive
committee
+5.3% -3.6% +1.9% +45.9% +15.2%
Non-executive directors +10.6% +0.1% -1.3% +16.7% -36.0%
Company performance
Annual change 2016 vs 2015 2017 vs 2016 2018 vs 2017 2019 vs 2018 2020 vs 2019
Net result from core activities - group share +4.5% +3.6% +4.3% +14.8% +9.0%
Operating margin -2.7% +0.2% +0.2% +0.6% -0.1%
Strategic growth (measured by the fair value of
the portfolio)
+7.4% +4.2% +6.3% +13.9% +14.6%
Occupancy rate of the portfolio -0.4% +0.1% +1.3% +1.3% +0.4%
Dividend N paid in N+1 +5.4% +1.5% +4.4% +17.5% +14.4%

Average remuneration of the employees on a full-time equivalent basis

Annual change 2016 vs 2015 2017 vs 2016 2018 vs 2017 2019 vs 2018 2020 vs 2019
Group employees +4.00% +5.06% -3.43% +15.15% +3.09%
Company employees +2.53% +0.05% +0.77% +2.52% -0.23%

8.STOCK BASED REMUNERATION

As a reminder, since 2017, the company no longer grants rights to acquire shares (stock option plan) and since 2018 share-related instruments (share valuation rights). However, the former plans remain applicable with regard to the rights already granted to Mrs Françoise Roels as a member of the executive committee, Mr Sébastien Berden and Mrs Yeliz Bicici before their appointment as member of the executive committee.

a) Rights to acquire stocks

Stock option plan

The Stock Option Plan (SOP Plan) was implemented in 2006. The company decided not to grant any more stock options from 2017.

The exercise period of an option is ten years from the date of the offer. At its meeting of 11.06.2009, the board of directors decided to extend the exercise period by five years for the options granted in 2006, 2007, and 2008, pursuant to the Economic Recovery law of 27.03.2009.

Stock options vest at the end of the third year following the granting and can therefore only be exercised after the end of the calendar year following the year of the granting. If the options have not been exercised by the end of the exercise period, they become ipso facto null and void. In the event of the voluntary or involuntary departure (with the exception of dismissals on the ground of serious misconduct) of a beneficiary, the accepted and vested stock options may be exercised until the initial expiry of the plan. In the event of the involuntary departure of a beneficiary on the grounds of serious misconduct, any stock options accepted but not yet exercised, whether vested or not, will be cancelled.

Cofinimmo applies the IFRS 2 standard by recognising the fair value of stock options on the date of the granting (i.e. three years) in accordance with the progressive acquisition method at the rate of vesting.

Opening balance sheet In the course of the year Closing balance sheet

10.

0

0

0

0

0

Number of options offered but not yet exercised

Stock option remuneration exercised in 2020

Name, Position Main provisions of the stock option plan
1.
Identification
of the plan
2.
Date of
proposal
3.
Acquisition
date
4.
End of
the retention
period
5.
Exercise
period
6.
Exercise
price
Françoise Roels
Executive director -
Chief Corporate Affairs & Secretary
General
SOP 2006 13.06.2006 13.06.2009 n/a 14.06.2009 -
13.06.2021
129.27 EUR
Sébastien Berden
Chief Operating Officer Healthcare
SOP 2010 14.06.2010 13.06.2013 n/a 14.06.2010 -
13.06.2020
93.45 EUR
SOP 2008 12.06.2008 12.06.2011 n/a 13.06.2011 -
12.06.2023
122.92 EUR
SOP 2007 12.06.2007 12.06.2010 n/a 13.06.2010 -
12.06.2022
143.66 EUR
SOP 2006 13.06.2006 13.06.2009 n/a 14.06.2009 -
13.06.2021
129.27 EUR

Information relating to the financial year covered by the report
Closing balance sheet In the course of the year Opening balance sheet
9.
a) Number of options granted
b) Value of the underlying stocks
on the acquisition date
c) Value @ exercise price
d) Capital gain @ acquisition date
8.
a) Number of options proposed
b) Value of the underlying stocks
on the date of proposal
7.
Number of options
at the start of the year
a) 1,000
b) 26,920
c) 129,270
d) 102,350
1,000
a) 250
b) 11,125
c) 23,362.50
d) 12,237.50
250
a) 100
b) 5,247
c) 12,292
d) 7,045
100
a) 150
b) 5,368.50
c) 21,549
d) 16,180.50
150
a) 100
b) 2,690
c) 12,927
d) 10,237
100

Stock option remuneration exercised in 2020

b) Stocks or stock-based instruments

Stock appreciation rights plan

206

The Stock Appreciation Rights Plan (SAR Plan) was first implemented in 2017 but the company decided not to grant any more stock appreciation rights as of 2018, with the exception that on 28.06.2018, the board of directors decided, for the last time and in order to guarantee the principle of continuity, to grant Mrs Françoise Roels 1,600 SAR.

The SAR plan gives entitlement to the cash value of the difference between the Cofinimmo market share price on the date of the exercise and that on the allocation date, increased by the equivalent amount of the gross dividend allocated to the share since the allocation date. The SARs were allocated in a discretionary manner to members of the management. No targets were set in this respect. The board of directors therefore considered that this remuneration did not constitute variable compensation within the meaning of the law of 06.04.2010 The exercise period of an SAR is ten years from the allocation date. SARs will vest only on the vesting date, all at once, in full, after three years, i.e., on the first calendar day of the month following the third anniversary of the allocation date. If the SARs have not been exercised by the end of the financial year, they become ipso facto null and void. In the event of voluntary or involuntary departure (except for dismissals on the ground of serious misconduct), permanent incapacity for work or entitlement to a pension (including early retirement or a pre-pension), the SARs allocated and vested must be exercised by the beneficiary in the first exercise period following the date of the departure. Non-vested SARs will be cancelled.

10.

Remuneration in stock appreciation rights

Name, Position Main provisions of the stock appreciation rights plan
1.
Identification
of the plan
2.
Date of
proposal
3.
Date of
acquisition
4.
End of
the retention
period
5.
Exercise
period
6.
Fair value at
the date of
acquisition
Françoise Roels
Director -
SAR 2017 30.06.2017 01.07.2020 n/a 01.07.2020 -
01.07.2030
Chief Corporate Affairs &
Secretary General
SAR 2018 30.06.2018 01.07.2021 n/a 01.07.2021 -
16.06.2031
Total
Sébastien Berden
Chief Operating Officer Healthcare
SAR 2017 30.06.2017 01.07.2020 n/a 01.07.2020 -
01.07.2030
108.44 EUR
Total
Yeliz Bicici
Chief Operating Officer Offices &
SAR 2017 30.06.2017 01.07.2020 n/a 01.07.2020 -
01.07.2030
108.44 EUR
Real Estate Development Total

In the event of the involuntary departure of a beneficiary on the grounds of serious misconduct, the SARs granted but not yet exercised, whether vested or not, will be cancelled. In the event of death, the SARs granted, whether vested or not, will be definitively vested and will be considered as having been exercised in the first exercise period following the death. These conditions for the granting and

Remuneration in stock appreciation rights

exercising of SARs in the event of departure, whether voluntary or involuntary, will apply without prejudice to the authorisation of the board of directors to make changes to these provisions to the advantage of the beneficiary, on the basis of objective and relevant criteria.

Information relating to the financial year covered by the report
Closing balance sheet In the course of the year Opening balance sheet
10.
Number of options offered
but not yet exercised
8.
9.
a) Number of stock
a) Number of stock
appreciation rights
appreciation rights granted
proposed
b) Value of the stock appreciation
b) Value of the stock
rights at the date of acquisition
appreciation rights
c) Value @ exercise price
at the date of proposal
d) Capital gain @ date
of acquisition
7.
Number of stock
appreciation rights
at the beginning
of the year
1,600 1,600
1,600 1,600
3,200 3,200
250 250
250 250
250 250
250 250

OTHER PARTIES INVOLVED

Certification of accounts

208

An auditor appointed by the general meeting of shareholders must certify the annual accounts and review the half-yearly accounts, as for any limited liability company and, as the company is a RREC, prepare special reports at the request of the FSMA.

The auditor of Cofinimmo is SC SCRL Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, an FSMA-certified auditor registered to the Institut des Réviseurs d'entreprises/Instituut voor Bedrijfsrevisoren under number A01529 with registered office at 1930 Zaventem, Luchthaven Nationaal 1J. The ordinary general meeting of 13.05.2020 renewed the mandate of SC SCRL Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck until the end of the ordinary general meeting to be held in 2023.

The auditor Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren, received a fixed remuneration of 112,404 EUR (excluding VAT) for reviewing and certifying Cofinimmo's statutory and consolidated accounts. The fees for certifying the accounts of Cofinimmo's statutory subsidiaries came to 296,892 EUR (excluding VAT). This amount includes the auditor's fees for certifying the accounts of the group's French subsidiaries. The fees paid to the Deloitte group for legal and other assistance totalled 84,986 EUR (excluding VAT) for the financial year.

The fees cap of 70% of audit fees applied to other services provided by the auditor Deloitte, Réviseurs d'Entreprises/ Bedrijfsrevisoren, is respected.

Real estate expertise

The independent real estate valuers designated by the group to certify the overall value of its property portfolio are:

CATELLA:

• in France, Catella Valuation Advisors SAS (RSC Paris B 435 339 098)

CBRE:

• in Finland, CBRE Finland Oy (Register 21970698)

CUSHMAN & WAKEFIELD:

  • in Germany, Cushman & Wakefield (U.K.) LLP German Branch (Register OC 328588)
  • in Belgium, Cushman & Wakefield Belgium SA/NV (RPM Brussels 0422 118 165)
  • in France, Cushman & Wakefield Valuation France SA (RCS Nanterre 332 111 574)
  • in the Netherlands, Cushman & Wakefield V.O.F. (KvK 33174864)
  • in Spain, Cushman & Wakefield Spain Limited Sucursal en España (CIF W0061691B)

PRICEWATERHOUSECOOPERS:

  • in Belgium, PricewaterhouseCoopers Enterprise Advisory SCRL/CVBA (RPM Brussels 0415 622 333)
  • in the Netherlands, PricewaterhouseCoopers Belastingadviseurs NV (KvK 34180284)
  • in Germany, PricewaterhouseCoopers GmbH Wirthschaftsprünfungsgesellschaft (HRB 107858)

JONES LANG LASALLE:

  • in Belgium, Jones Lang LaSalle SPRL/BVBA (RPM Brussels 0403 376 874)
  • in France, Jones Lang LaSalle Expertises SAS (RCS Paris 444 628 150)

STADIM:

• in Belgium, Stadim SCRL/CBVA (RPM Bruxelles 0458 797 033)

REAL ESTATE VALUERS' MANDATES AT 31.12.2020

Segment Number of
assets under
mandate
Location Natural
persons
Start of
term
End of
term
CBRE
Healthcare real estate 1 Finland Olli Kantanen 01.10.2020 30.09.2023
CUSHMAN & WAKEFIELD
Offices 33 Belgium Christophe Ackermans 01.01.2020 31.12.2022
Healthcare real estate 1 Germany Martin Belik 01.10.2020 30.09.2023
Healthcare real estate 56 Belgium Christophe Ackermans 01.01.2020 31.12.2022
Healthcare real estate 42 France Jean-Philippe Carmarans 01.01.2020 31.12.2022
Healthcare real estate 12 Spain Tony Loughran 01.07.2019 30.06.2022
Property of distribution networks – Cofinimur I 266 France Jérôme Salomon 01.01.2018 31.12.2020
Property of distribution networks – Pubstone 214 The Netherlands Frank Adema1 01.01.2020 31.12.2022
Property of distribution networks – Pubstone 696 Belgium Christophe Ackermans 01.01.2020 31.12.2022
PRICEWATERHOUSECOOPERS
Offices 24 Belgium Geoffrey Jonckheere 01.01.2020 31.12.2022
Healthcare real estate 27 Belgium Geoffrey Jonckheere 01.01.2020 31.12.2022
Healthcare real estate 44 The Netherlands Bart Kruijssen 01.01.2018 31.12.2020
Healthcare real estate 42 Germany Dirk Kadel 01.01.2018 31.12.2020
JONES LANG LASALLE
Offices 20 Belgium Greet Hex 01.01.2020 31.12.2022
Healthcare real estate 7 France Pierre-Jean Poli 01.01.2020 31.12.2022
  1. Replaces Jacques Boeve.

REAL ESTATE VALUERS' MANDATES AS AT 31.12.2020 FOR ASSOCIATES

Segment Number of
assets under
mandate
Location Natural persons Start of term End of term
CATELLA
Healthcare real estate 6 France Jean-François Drouets 15.12.2020 30.09.2023
STADIM
Healthcare real estate 20 Belgium Tim Leysen 31.12.2020 31.12.2023
CUSHMAN & WAKEFIELD
Healthcare real estate 2 Germany Martin Belik 01.10.2020 30.09.2023

In accordance with article 47 of the law of 12.05.2014 on RRECs, the independent real estate valuers carry out a valuation of all the properties in the portfolio of the public RREC and its subsidiaries at the end of each financial year. The valuation determines the value of the properties appearing in the balance sheet. Furthermore, at the end of each of the first three quarters of the year, the valuers update the overall valuation made at the end of the previous financial year, based on market developments and the nature of the properties concerned. Lastly, in accordance with the provisions of article 47 of the law of 12.05.2014 on RRECs, each property which is to be acquired or disposed of by the RREC (or a company within its scope) is valued by the valuers prior to the transaction. The transaction must be carried out at the value determined by the valuer when the other party is a company with which the public RREC is related or linked by participating interests or when any of the above-mentioned parties gain an advantage from the transaction.

The valuation of a property consists of determining its value on a specific date, i.e., the price at which the property is likely to be exchanged between purchasers and sellers who are duly informed and wish to carry out such a transaction, without any account being taken of any special advantage between them. This value is known as the 'investment value' when it corresponds to the total price payable by the purchaser, including, where appropriate, the registration fees or VAT (if the acquisition is subject to VAT).

Nursing and care home Dilhome –

The fair value, as meant by IAS/IFRS accounting principles, can be obtained by deducting an appropriate portion of the registration fees and/or VAT, constituting the transaction costs from the investment value.

Transactions other than sales may lead to the mobilisation of the portfolio, or a portion thereof, as illustrated by the operations carried out by Cofinimmo since it acquired the status of RREC (formerly Sicafi/Bevak).

The valuers' valuation depends on the following criteria:

  • location;
  • building age and type; state of repair and level of comfort; architectural appearance;
  • gross/net surface area ratio; number of parking spaces; rental conditions;
  • for healthcare real estate, the ratio of rents/operating cash flow before rents.

In 2020, the remuneration of the independent real estate valuers for the valuation of the consolidated portfolio as well as the associates, calculated quarterly based on a fixed lump sum plus a fixed fee, was 1,048,251 EUR (excluding VAT), allocated as follows: 551,416 EUR for Cushman & Wakefield, 410,889 EUR for PricewaterhouseCoopers, 79,696 EUR for Jones Lang LaSalle, 5,500 EUR for Stadim, and 750 EUR for CBRE.

Annual accounts

Consolidated accounts 212
Notes to the consolidated accounts 218
Note 1. General information 218
Note 2. Significant accounting methods 218
Note 3. Management of operational risk 226
Note 4. Acquisitions of subsidiaries and joint ventures 227
Note 5. Segment information 228
Note 6. Rental income and rental-related expenses 230
Note 7. Net redecoration expenses 231
Note 8. Taxes and charges on rented properties not recovered from tenants 231
Note 9. Technical costs 232
Note 10. Commercial costs 232
Note 11. Management costs 232
Note 12. Result on disposals of investment properties and other non-financial assets 234
Note 13. Changes in fair value of investment properties 234
Note 14. Other result on the portfolio 234
Note 15. Financial income 234
Note 16. Net interest charges 235
Note 17. Other financial charges 235
Note 18. Changes in the fair value of financial assets and liabilities 235
Note 19. Corporate tax and exit tax 236
Note 20. Net result per share - group share 236
Note 21. Goodwill 238
Note 22. Investment property 241
Note 23. Breakdown of the changes in the fair value of investment properties 251
Note 24. Intangible assets and other tangible assets 251
Note 25. Financial instruments 251
Note 26. Finance lease receivables 262
Note 27. Assets held for sale 262
Note 28. Current trade receivables 263
Note 29. Tax receivables and other current assets 263
Note 30. Deferred charges and accrued income – assets 264
Note 31. Provisions 264
Note 32. Deferred taxes 264
Note 33. Trade debts and other current debts 265
Note 34. Accrued charges and deferred income – liabilities
Note 35. Non-cash charges and income
265
265
Note 36. Changes in working capital requirements 266
Note 37. Evolution of the portfolio per segment during the financial year 266
Note 38. Contingent rights and liabilities 268
Note 39. Ongoing development projects 270
Note 40. Consolidation criteria and scope 270
Note 41. Sales options permitted for non-controlling shareholders 279
Note 42. Payments based on shares 279
Note 43. Average number of people linked by an employment contract or by a permanent service contract 279
Note 44. Related-party transactions 280
Note 45. Events after closing date 280
Statutory auditor's report on the consolidated financial statements 282
Financial statutory statements 286
Statutory auditor's report on the financial statutory statements 294

CONSOLIDATED ACCOUNTS

CONSOLIDATED COMPREHENSIVE RESULT (INCOME STATEMENT)

(x 1,000 EUR) Notes 2020 2019
A. NET RESULT
Rental income 6 251,521 232,601
Writeback of lease payments sold and discounted 6 9,444 8,784
Rental-related expenses 6 -2,030 623
Net rental income 5, 6 258,935 242,008
Recovery of property charges 7 573 251
Recovery income of charges and taxes normally payable by the tenant on let properties 8 33,667 44,537
Costs payable by the tenant and borne by the landlord on rental damage and redecoration
at end of lease
7 -330 -1,252
Charges and taxes normally payable by the tenant on let properties 8 -36,888 -50,929
Property result 255,956 234,615
Technical costs 9 -6,051 -5,939
Commercial costs 10 -2,344 -1,808
Taxes and charges on unlet properties -2,765 -3,579
Property management costs 11 -23,579 -20,622
Property charges -34,740 -31,948
Property operating result 221,217 202,667
Corporate management costs 11 -10,105 -8,838
Operating result before result on the portfolio 211,112 193,829
Gains or losses on disposals of investment properties 5, 12 4,583 12,394
Gains or losses on disposals of other non-financial assets 5, 12 0 0
Changes in fair value of investment properties 5, 13, 22 -13,696 79,069
Other result on the portfolio 5, 14 -33,815 -28,751
Operating result 168,184 256,541
Financial income 15 8,186 9,021
Net interest charges 16 -24,541 -24,128
Other financial charges 17 -744 -634
Changes in the fair value of financial assets and liabilities 18 -22,756 -23,765
Financial result -39,855 -39,505
Share in the result of associates and joint ventures 40 -2,473 -797
Pre-tax result 125,856 216,239
Corporate tax 19 -7,907 -5,572
Exit tax 19 -2,315 -378
Taxes -10,223 -5,950
Net result 115,633 210,289
Minority interests 40 3,588 -5,674
NET RESULT - GROUP SHARE 119,222 204,615
(in EUR)
Net result per share - group share 20 4.50 8.37
Diluted net result per share - group share 20 4.09 7.94
(x 1,000 EUR) Notes 2020 2019
B. OTHER ELEMENTS OF THE COMPREHENSIVE RESULT RECYCLABLE UNDER THE INCOME
STATEMENT
Changes in the effective part of the fair value of authorised cash flow hedging instruments 0 0
Impact of the recycling on the income statement of hedging instruments for which relationship with
the hedged risk was terminated
18 0 0
Share in the other elements of the comprehensive result of associates/joint ventures 0 0
Convertible bonds 25 7,721 -9,930
Other elements of the comprehensive result 7,721 -9,930
Minority interests 40 0 0
OTHER ELEMENTS OF THE COMPREHENSIVE RESULT - GROUP SHARE 7,721 -9,930
(x 1,000 EUR) Notes 2020 2019
C. COMPREHENSIVE RESULT
Comprehensive result 123,354 200,359
Minority interests 40 3,588 -5,674
COMPREHENSIVE RESULT - GROUP SHARE 126,943 194,685

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)

(x 1,000 EUR) Notes 2020 2019
Non-current assets 5,093,589 4,397,253
Goodwill 5, 21 46,827 56,947
Intangible assets 24 2,172 935
Investment properties 5, 22 4,865,581 4,218,523
Other tangible assets 24 1,434 1,278
Non-current financial assets 25 2,883 2,121
Finance lease receivables 26 104,889 105,651
Trade receivables and other non-current assets 386 1,016
Deferred taxes 1,390 1,162
Participations in associates and joint ventures 40 68,026 9,621
Current assets 160,026 160,986
Assets held for sale 5, 27 3,320 28,764
Current financial assets 0 2
Finance lease receivables 26 2,367 2,258
Trade receivables 28 26,023 23,443
Tax receivables and other current assets 29 46,605 37,639
Cash and cash equivalents 48,642 31,569
Accrued charges and deferred income 30 33,069 37,311
TOTAL ASSETS 5,253,614 4,558,239
Shareholders' equity 2,649,362 2,533,960
Shareholders' equity attributable to shareholders of parent company 2,574,775 2,451,335
Capital p. 216-217 1,450,210 1,385,227
Share premium account p. 216-217 804,557 727,330
Reserves p. 216-217 200,786 134,163
Net result for the financial year p. 216-217 119,222 204,615
Minority interests 40 74,587 82,625
Liabilities 2,604,252 2,024,279
Non-current liabilities 1,417,964 1,025,918
Provisions 31 25,359 24,176
Non-current financial debts 25 1,246,850 873,546
Banks 25 354,979 266,639
Other 25 891,871 606,906
Other non-current financial liabilities 25 100,690 84,227
Deferred taxes 32 45,064 43,969
Exit tax 32 0 0
Other 32 45,064 43,969
Current liabilities 1,186,289 998,361
Current financial debts 25 1,036,612 870,993
Banks 25 5,328 45,706
Other 25 1,031,283 825,287
Other current financial liabilities 25 206 96
Trade debts and other current debts 33 126,637 112,435
Exit tax 33 6,275 0
Other 33 120,361 112,435
Accrued charges and deferred income 34 22,834 14,837
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 5,253,614 4,558,239

CALCULATION OF DEBT-TO-ASSETS RATIO

(x 1,000 EUR) Notes 2020 2019
Non-current financial debts 1,246,850 873,546
Other non-current financial liabilities (except for hedging instruments) + 10,644 11,206
Current financial debts + 1,036,612 870,993
Trade debts and other current debts + 126,637 112,435
Total debt = 2,420,743 1,868,180
Total assets 5,253,614 4,558,239
Hedging instruments - 382 2,122
Total assets (except hedging instruments) / 5,253,233 4,556,117
DEBT-TO-ASSETS RATIO = 46.08% 41.00%

CONSOLIDATED STATEMENT OF CASH FLOWS

(x 1,000 EUR) Notes 2020 2019
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR 31,569 27,177
OPERATING ACTIVITIES
Net result for the period 119,222 204,615
Adjustments for interest charges and income 17,020 15,613
Adjustments for gains and losses on disposal of property assets -4,583 -12,394
Adjustments for non-cash charges and income 35 46,337 -31,908
Changes in working capital requirements 36 1,534 -6,731
Cash flow resulting from operating activities 179,530 169,195
INVESTMENT ACTIVITIES
Investments in intangible assets and other tangible assets -1,907 -472
Acquisitions of investment properties 37 -163,386 -137,197
Extensions of investment properties 37 -33,550 -26,657
Investments in investment properties 37 -33,859 -15,368
Acquisitions of consolidated subsidiaries 4 -292,389 -54,965
Acquisitions of associates and joint ventures -69,172 0
Disposals of investment properties 37 9,310 94,330
Disposals of assets held for sale 37 33,900 21,734
Disposals of other assets 0 41
Payment of exit tax -16,976 -10,106
Finance lease receivables1 2,237 -2,153
Other cash flows from investment activities 630 0
Cash flow resulting from investment activities -565,161 -130,814
FINANCING ACTIVITIES
Capital increase 0 0
Acquisitions/disposals of treasury shares 663 -1,065
Dividends paid to shareholders -101,160 -123,416
Coupons paid to mandatory convertible bond (MCB)-holders 40 -3,009 -2,843
Dividends paid to minority shareholders 40 -1,296 -3,008
Increase of financial debts 525,476 106,805
Decrease of financial debts -365 -407
Financial income received 8,186 14,965
Financial charges paid -25,206 -24,634
Other cash flows from financing activities -586 -387
Cash flow resulting from financing activities 402,705 -33,989
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 48,642 31,569
  1. The 2020 amount corresponds to the 'capital' component of the finance leases. The 2019 amount encompasses on one hand the 'capital' component for 2.1 million EUR and on the other hand the constitution of a finance lease receivable for -4.3 million EUR.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(x 1,000 EUR) At 31.12.2018 Adjustment
of the
opening
balance
At 01.01.2019
Capital 1,230,014 0 1,230,014
Share premiums 584,901 0 584,901
Reserves 121,603 0 121,603
Reserve of the balance of changes in fair value of property assets -156,033 0 -156,033
Reserve of estimated transfer rights resulting from the hypothetical disposal of investment
properties
-89,376 0 -89,376
Reserve of the balance of changes in fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is applied
0 0 0
Reserve of the balance of changes in fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is not applied
2,491 0 2,491
Distributable reserve 361,300 0 361,300
Non-distributable reserve 4,918 0 4,918
Reserve for treasury shares 0 0 0
Reserve for change in fair value of convertible bond attributable to change in 'own' credit risk -1,697 0 -1,697
Net result of the financial year 145,613 0 145,613
Total shareholders' equity attributable to shareholders of the parent company 2,082,130 0 2,082,130
Minority interests 84,234 0 84,234
TOTAL SHAREHOLDERS' EQUITY 2,166,365 0 2,166,365

At 31.12.2020

At 31.12.2019

(x 1,000 EUR) At 31.12.2019 Adjustment
of the
opening
balance
At 01.01.2020
Capital 1,385,227 0 1,385,227
Share premiums 727,330 0 727,330
Reserves 134,163 0 134,163
Reserve of the balance of changes in fair value of property assets -871 0 -871
Reserve of estimated transfer rights resulting from the hypothetical disposal of investment
properties
-104,263 0 -104,263
Reserve of the balance of changes in fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is applied
0 0 0
Reserve of the balance of changes in fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is not applied
-3,801 0 -3,801
Distributable reserve 254,024 0 254,024
Non-distributable reserve 4,345 0 4,345
Reserve for treasury shares -3,645 0 -3,645
Reserve for change in fair value of convertible bond attributable to change in 'own' credit risk -11,627 0 -11,627
Net result of the financial year 204,615 0 204,615
Total shareholders' equity attributable to shareholders of the parent company 2,451,335 0 2,451,335
Minority interests 82,625 0 82,625
TOTAL SHAREHOLDERS' EQUITY 2,533,960 0 2,533,960

COFINIMMO 2020 UNIVERSAL REGISTRATION DOCUMENT

Allocation
of 2018
net income
Dividends/
Coupons
Share
issue
Purchase/
disposal of
treasury
shares
Cash flow
hedging
Transfer
between
available and
unavailable
reserves on
disposal of
assets
Other Result
of the
financial
year
At
31.12.2019
0 0 153,051 0 0 0 2,162 0 1,385,227
0 0 142,011 0 0 0 418 0 727,330
145,613 -123,920 0 -1,065 0 0 -8,069 0 134,163
11,396 0 0 0 0 144,540 -775 0 -871
-17,919 0 0 0 0 3,057 -25 0 -104,263
0 0 0 0 0 0 0 0 0
-6,292 0 0 0 0 0 0 0 -3,801
158,398 -123,920 0 0 0 -147,597 5,845 0 254,024
30 0 0 0 0 0 -603 0 4,345
0 0 0 -1,065 0 0 -2,580 0 -3,645
0 0 0 0 0 0 -9,930 0 -11,627
-145,613 0 0 0 0 0 0 204,615 204,615
0 -123,920 295,062 -1,065 0 0 -5,489 204,615 2,451,335
0 -5,851 0 0 0 0 -1,433 5,674 82,625
0 -129,770 295,062 -1,065 0 0 -6,921 210,289 2,533,960
At
31.12.2020
Result
of the
financial
year
Other Transfer
between
available and
unavailable
reserves on
disposal of
assets
Cash flow
hedging
Purchase/
disposal of
treasury
shares
Share
issue
Dividends/
Coupons
Allocation
of 2019
net income
1,450,210 0 0 0 0 0 64,983 0 0
804,557 0 0 0 0 0 77,227 0 0
200,786 0 6,381 0 0 663 0 -145,036 204,615
17,553 0 -126,3981 44,501 0 0 0 0 100,321
0 0 126,3981 -611 0 0 0 0 -21,524
0 0 0 0 0 0 0 0 0
-28,195 0 0 0 0 0 0 0 -24,394
213,678 0 -1,129 -43,890 0 0 0 -145,036 149,707
4,638 0 -212 0 0 0 0 0 505
-2,982 0 0 0 0 663 0 0 0
-3,906 0 7,721 0 0 0 0 0 0
119,222 119,222 0 0 0 0 0 0 -204,615
2,574,775 119,222 6,381 0 0 663 142,211 -145,036 0
74,587 -3,588 -144 0 0 0 0 -4,306 0
2,649,362 115,633 6,237 0 0 663 142,211 -149,342 0
  1. In accordance with FSMA circular dated 02.07.2020.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

NOTES TO THE CONSOLIDATED ACCOUNTS

Note 1. General information

218

Cofinimmo SA/NV (the 'company') is a Belgian public RREC (regulated real estate company) with registered offices at 1200 Brussels (Boulevard de la Woluwe/Woluwedal 58). The consolidated financial statements of the company for the financial year ending on 31.12.2020 comprise the company and its subsidiaries (the 'group'). The consolidation scope has evolved since 31.12.2019. Cofinimmo acquired the shares of 17 companies, created 17 new subsidiaries and acquired participations in 10 associates. The consolidation scope at 31.12.2020 is presented in Note 40.

The consolidated financial and statutory statements were adopted by the board of directors on 10.03.2021 and will be submitted to the general meeting on 12.05.2021.

The accounting principles and methods adopted for the preparation of the financial statements are identical to those used for the annual financial statements for the 2019 financial year, except for what is mentioned in Note 2.

Note 2. Significant accounting methods

A. STATEMENT OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, as adopted by the Belgian royal decree of 13.07.2014 concerning regulated real estate companies.

The principles and methods used to prepare the financial statements are the same as those used in the annual financial statements for the 2019 financial year.

The preparation of the financial statements requires the company to make significant judgments that affect the application of accounting methods (such as, for example, the determination of the classification of lease contracts) and to proceed to a certain number of estimations (in particular, the provisions estimation). These assumptions are based on the management's experience, on the assistance of third parties (real estate valuers) and on various other sources that are believed to be relevant. Actual results may differ from these estimations. These estimations are reviewed on a regular basis and adapted if need be.

B. BASIS OF PREPARATION

The financial statements are presented in euro, rounded to the nearest thousand. They are prepared on the historical costs basis, except the following assets and liabilities, which are stated at their fair value: investment properties, assets held for sale, convertible bonds issued, derivative financial instruments and sales options permitted to non-controlling shareholders.

Some financial figures in this universal registration document have been rounded up and, consequently, the overall totals in this document may differ slightly from the exact arithmetical sum of the preceding figures.

Finally, some reclassifications can intervene between the publication date of the annual results and that of the universal registration document.

C. BASIS OF CONSOLIDATION

I Subsidiaries

The consolidated financial statements include the financial statements of the company and the financial statements of the entities (including the structured entities) that it controls and its subsidiaries. The company has control when it:

  • holds power over the issuing entity;
  • is exposed or entitled to variable returns because of its ties with the issuing entity;
  • has the ability to exercise its power so as to affect the amount of the returns that it receives.

The company must reassess whether it controls the issuing entity when the facts and circumstances indicate that one or more of the three control elements listed above have changed.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date the control starts until the date the control ends.

Where necessary, accounting principles of subsidiaries have been changed to ensure consistency with the principles adopted by the group. The subsidiaries' financial statements cover the same accounting period as that of the company.

Changes in the group's participations in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The book value of the participations in subsidiaries, held by the group or by third parties, is adjusted to reflect the changes in the respective levels of participation. Any difference between the amount by which the minority interests are adjusted and the fair value of the consideration paid or received is recognised directly under equity.

II Joint ventures

A joint venture is an entity subject to an agreement whereby the parties who exercise joint control have rights over the net assets of the agreement. Under the equity accounting method, the consolidated income statement includes the group's share in the result of joint ventures. This share is calculated from the date on which the joint control starts until the date on which the joint control ends. The financial statements of the jointly controlled entities cover the same accounting period as that of the company.

III Associates

An associate is an entity over which the company exercises significant influence. The consolidated income statement includes the group's share in the profit or loss of associates, in accordance with the equity method.

IV Transactions eliminated on consolidation

Intragroup balances and transactions, as well as any gains arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Gains arising from transactions with jointly controlled entities are eliminated to the extent of the group's interest in the entities. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

A list of the group's companies is included in Note 40.

D. GOODWILL AND BUSINESS COMBINATIONS

When the group takes control of an integrated combination of activities and assets corresponding to the definition of a company ('business') according to IFRS 3 - 'Business combinations', the assets, liabilities and contingent liabilities of the business acquired are recorded at their fair value at the acquisition date. The goodwill represents the positive difference between the acquisition costs (excluding acquisition-related costs), plus any minority interests, and the fair value of the acquired net assets. If this difference is negative ('negative goodwill'), it is immediately recorded on the income statement after confirmation of the values.

After its initial recording, the goodwill is not amortised but submitted to an impairment test realised at least every year on the cash-generating units to which the goodwill was allocated. If the book value of a cash-generating unit exceeds its value in use, the resulting writedown is recorded on the income statement and first allocated in reduction of the possible goodwill and then to the other assets of the unit, proportionally to their book value. An impairment booked on goodwill is not written back during a subsequent year.

In accordance with IFRS 3, the goodwill can be set temporarily at the acquisition and adjusted within the 12 following months. In the event of the disposal of a cash-generating unit, the amount of goodwill that is allocated to this unit is included in the determination of the gain or loss on the disposal.

E. TRANSLATION OF FOREIGN CURRENCIES

I Foreign entities

There is no subsidiary whose financial statements are denominated in a currency other than the euro at the closing date.

II Foreign currency transactions

Foreign currency transactions are recognised initially at exchange rates prevailing at the date of the transaction.

At closing, monetary assets and liabilities denominated in foreign currencies are translated at the then prevailing currency rate. Gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are included on the income statement as financial income or financial charges.

F. FINANCIAL INSTRUMENTS

I Derivative financial instruments

The group uses derivative financial instruments to hedge against interest rate risks originating from operational, financial and investment activities (for more details about the derivative financial instruments, see Note 25).

A. Recognition of derivative financial instruments:

These derivative financial instruments are interest rate swaps (IRS) and CAP options applied as economic hedges. Derivatives are initially recognised at fair value on the date on which the contracts for derivative interest instruments are entered into and are subsequently revalued at their fair value on the following closing dates. The resulting gain or loss is recognised immediately in the result unless the derivative is designated and effective as a hedging instrument, in which case the timing of recognition in the result depends on the nature of the hedging relationship. The group does not apply hedge accounting.

B. Revaluation of derivative financial instruments:

Revaluation takes place for all derivative financial instruments on the basis of the same price and volatility assumptions using an application from the independent supplier of market data (Bloomberg). This revaluation is compared to that of the banks, whereby each significant difference between the two revaluations is documented (see also point W below).

II Amortised cost and effective interest method

Interest-bearing loans, to the exception of convertible bonds, are initially recognised at cost less the attributable transaction costs. Subsequently, interest-bearing loans are measured at amortised cost, where the difference between the repayment cost and the

repayment value is booked in the income statements over the period of the loan on the basis of the effective interest rate method. As an example, fees are paid to the lender or legal fees are integrated into the calculation of the effective interest rate.

Financial assets are valued at amortised cost using the SPPI test (Solely payment of principal and interests) since on the one hand, the group aims to hold them, and on the other hand, the contractual terms of the financial asset give rise to specific dates, cash flows consisting exclusively of payments of the principal and interest.

III Derecognition of financial assets and liabilities

The group derecognises a financial asset in the result, only if the contractual rights to the cash flows from that asset lapse or when the financial asset and almost all risks and rewards of ownership of the asset are transferred to another party. When a financial asset is derecognised at amortised cost, the difference between the carrying amount of the asset and the sum of the consideration received and claim is included in the result.

For financial liabilities, the group derecognises when the contractual obligations have expired or have been cancelled.

Finally, when a change in contractual rights or obligations occurs without leading to the derecognition of the underlying financial asset or liability, the difference from the new balance sheet value is recognised in the income statement.

IV Convertible bond

220

The convertible bond does not qualify in whole or in part as an equity instrument. The instrument contains embedded derivatives. In order to facilitate the valuation of this instrument, Cofinimmo has decided to value it at fair value. The change in fair value resulting from changes in market conditions during the financial year is recognised in the income statement while the change in fair value resulting from changes in credit risk during the financial year is recognised in other items of the comprehensive income.

G. INVESTMENT PROPERTIES

Investment properties are properties which are held to earn rental income for the long term. In accordance with IAS 40, investment properties are stated at fair value.

Independent real estate valuers determine the valuation of the property portfolio every three months. Any gain or loss arising, after the acquisition of a property, from a change in its fair value is recognised on the income statement. Rental income from investment properties is accounted for as described under section R.

The real estate valuers carry out the valuation on the basis of the method of calculating the present value of the rental income in accordance with the 'International Valuation Standards/RICS Valuation Standards', established by the International Valuation Standards Committee/Royal Institute of Chartered Surveyors, as set out in the corresponding report. This value, referred to hereafter as the 'investment value', corresponds to the price that a third-party investor would be prepared to pay in order to acquire each of the properties making up the property portfolio and in order to benefit from their rental income while assuming the related charges, without deduction of transfer taxes.

The disposal of an investment property is usually subject to the payment to the public authorities of transfer rights or VAT. A share of transfer rights is deducted by the valuers from the investment value of the investment properties to establish the fair value of the investment properties, as evidenced in their valuation report (see Note 22).

When an acquisition or investment is made, the transfer rights to be incurred during a subsequent theoretical sale are recognised directly on the income statement; any change in the fair value of a building during the financial year is also recognised on the income statement. These two movements are allocated to the reserve during the appropriation of the result for the financial year. In the event of a disposal, the transfer rights do not have to be deducted from the difference between the price obtained and the book value of the sold properties for calculating the capital gain or loss effectively realised. Indeed, the rights have already been recognised in the income statement upon acquisition.

If an investment property becomes owner-occupied, it is reclassified as asset held for own use, and its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.

H. DEVELOPMENT PROJECTS

Properties that are being built, renovated, developed or redeveloped for future use as investment properties are classified as development projects until the completion of the works and stated at their fair value. This concerns nursing and care homes under construction or development (extensions) and empty office buildings that are or will be under renovation or redevelopment. At the time of completion of the works, the properties are transferred from the 'Development project' category to the 'Properties available for rent' category or to 'Properties held for sale' if they are put up for sale. The fair value of the office buildings which will undergo a renovation or redevelopment decreases as the end of the lease and the beginning of the works approaches.

All costs directly associated with the purchase and construction, and all subsequent capital expenditures qualifying as acquisition costs, are capitalised. Provided the project exceeding one year, interest charges are capitalised at a rate reflecting the average borrowing cost of the group.

I. LEASES

I The group as lessor

A. Types of long leases

In compliance with the law, properties can be let for long periods under two different regimes:

  • long ordinary leases: the lessor's obligations are essentially those under any lease: for instance, to ensure that space in a state of being occupied is available to the lessee during the entire term of the lease. This obligation is met by the lessor by bearing the maintenance costs (other than rental) and the insurance costs against fire and other damages;
  • long leases which involve the assignment of a real right by the assignor to the assignee: in this case, the ownership passes temporarily to the assignee who will bear namely maintenance (other than rental) and insurance costs. According to Belgian law, three contract types fall under this category: (a) the leasehold ('bail emphytéotique/erfpachtovereenkomst') which must last a minimum of 27 years and a maximum of 99 years and can apply to land and/or constructions; (b) the building lease ('droit de superficie/recht van opstal') which may not exceed 50 years but has no minimum duration and (c) the usufruct right ('droit d'usufruit/recht van vruchtgebruik') which may not exceed 30 years and has no minimum duration and can apply to land with a construction or bare land. Under all these contracts, the assignor keeps a residual right in that it will recover the full ownership of the property at the end of the term of the lease, including the ownership of the constructions erected by the assignee, with or without indemnity for these constructions, depending on the contractual terms. A purchase option for the residual right may, however, have been granted, which the lessee can exercise during or at the end of the lease.

B. Long leases qualifying as finance leases

Provided these leases meet the criteria of a finance lease under IFRS 16:63, the group as assignor will present them at their inception as a receivable for an amount equal to the net investment in the lease agreement. The difference between this amount and the book value of the leased property (excluding the value of the residual right kept by the group) at the lease inception will be recorded on the income statement for the period. Any payment made periodically by the lessee will be treated by the group partly as a repayment of the principal and partly as a financial income based on a pattern reflecting a constant periodic rate of return for the group.

At each closing date, the residual right kept by the group will be recognised at its fair value. It will increase each year and will correspond, at the end of the lease, to the market value of the full ownership. These changes in the fair value will be recognised under the item 'Changes in the fair value of investment properties' on the income statement.

C. Sale of future lease payments under a long lease not qualifying as a finance lease

The amount collected by the group as a result of the sale of the future lease payments will be recognised in deduction of the property's value to the extent that this sale of lease payments is opposable to third parties and that, as a consequence, the market value of the property is reduced by the amount of the future lease payments sold (hereafter 'reduced value'). Indeed, pursuant to article 1690 of the Belgian Civil Code, a third party that would buy the properties, would be deprived of the right of receiving rental revenues.

The progressive reconstitution of the lease payments sold will be recognised each period under the item 'Writeback of lease payments sold and discounted' on the income statement and will be added to the reduced value of the building on the assets side. This gradual constitution of the non-reduced value relies on the basis of the interest rates and inflation (indexation) conditions applied at the time of transfer and implied in the price obtained at that moment by the group from the transferee for the sold receivables.

The change in the reduced fair value of the property will be recognised separately under the item 'Changes in the fair value of investment properties' according to the following formula:

in which:

FV: reduced fair value of the property (resulting from the information mentioned in the two preceding paragraphs);

NRFV: non-reduced fair value of the property (that is, if the future rental income would have not been sold and as established at each closing date by the independent real estate valuers according to the real estate market);

Cumulative change: change of the cumulative non-reduced fair value since the disposal of the future rents.

II The group as a lessee

The group assesses each new contract to determine whether it is a lease. If affirmative, the group recognises a right to use for the asset and a corresponding lease liability (except for short-term contracts or contracts for low-value assets, for which the group recognises a simple operating expense).

The lease liability is initially recognised at the present value of the future lease payments. The discount rate is the rate implicit in the contract. If this cannot be determined, the group's marginal interest rate will be applied. Any payments made periodically by the group will be treated partly as repayment of principal and partly as a finance charge.

B. Right to use

The right to use is initially recognised as an asset for an amount corresponding to the lease liability, taking into account any costs related to obtaining the contract. Subsequently, this right will be amortised over the term of the contract (unless the anticipated useful life is shorter than that provided for in the contract). In terms of classification, the right to use is presented among assets of the same nature held in full ownership.

J. OTHER FIXED ASSETS

I Assets held for own use

In accordance with the alternative method allowed by IAS 16 § 31, the part of the property used by the company itself as head office is stated at its fair value. It appears under the heading 'Assets held for own use'.

II Subsequent expenditure

Expenditure incurred to renovate a property, that is recognised separately, is capitalised. Other expenditure is capitalised only when it increases the future economic benefits attributed to the property. All other expenditure is recorded as costs on the income statement (see point S II).

III Depreciation

Investment properties, whether land or constructions, are not depreciated but posted at fair value (see point G). Depreciation is charged to the income statement on a straight-line basis over the expected lifetime as indicated below:

  • fixture and fittings: 4-10 years;
  • furniture: 8-10 years;
  • computer hardware: 3-4 years;
  • software: 4 years.

However, depreciation of software may be spread over a longer period of time corresponding to the probable period of use and in accordance with the rate at which the economic benefits associated with the asset are consumed.

IV Assets held for sale

Assets held for sale (investment properties) are presented separately on the balance sheet at a value corresponding to their fair value.

V Impairment

The other assets are subject to an impairment test only if there is an indication showing that their book value will not be recoverable by their use or disposal.

K. FINANCE LEASE RECEIVABLES AND REAL ESTATE PUBLIC-PRIVATE PARTNERSHIPS

I Finance lease receivables

Finance lease receivables are valued based on their discounted value at the interest rate prevailing at the time of their issue. If they are indexed to an inflation index, this is not taken into account when determining the discounted value. If a derivative financial instrument provides hedging, the market interest rate for this instrument will serve as a reference rate for calculating the market value of the receivable at the close of each accounting period. In this case, the entire unrealised gain generated by the valuation at market value of the receivable is limited to the unrealised loss relating to the valuation at market value (see point F I) of the hedging instrument. Conversely, any unrealised loss generated by the receivable will be entirely recognised in the income statement.

II Real estate Public-Private Partnerships

With the exception of the police station in Termonde/Dendermonde, considered as operational leasing and, therefore, recognised as investment property, Public-Private Partnerships are classified as a finance lease receivable and are subject to IFRIC 12 (for the recognitions, see point K I).

L. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise current accounts, cash and short-term investments.

M. EQUITY

I Ordinary shares

Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction, net of tax, of the proceeds.

II Preference shares and mandatory convertible bonds

Preference share and mandatory convertible bond capital is classified as equity if it meets the definition of an equity instrument under IAS 32.

III Repurchase of shares

When treasury shares are repurchased by the group, the amount of the consideration paid, including directly attributable costs, is recognised as a change in equity. Repurchased shares are presented as deduction in the items 'Capital' and 'Share premium'. The proceeds on sales of treasury shares are directly included under equity without impacting the income statement.

IV Dividends

Dividends are recognised as debt when they are approved by the general meeting.

N. OTHER NON-CURRENT FINANCIAL LIABILITIES

'Other non-current financial liabilities' mainly includes the fair value of derivative financial instruments underwritten by the group. Besides, the group may give shareholders who do not hold control on subsidiaries an undertaking to acquire their share of the capital in these subsidiaries, should they exercise their put options. The exercise price of such options permitted to non-controlling shareholders is recognised in the 'Other non-current financial liabilities' line.

O. EMPLOYEE BENEFITS

Contributions paid under the defined contribution pension plans are recognised as charges insofar as employees provided the services giving them the right to such contributions.

In Belgium, certain pension plans based on defined contributions, are subject to a legally guaranteed minimal return by the employer and are therefore qualified as defined benefit pension plans (see Note 11).

The cost of the defined benefit pension plan is determined by means of the projected credit units method and actuarial evaluations are made at the end of each period when the financial information is presented. The revaluations, comprising the actuarial differences and return of the system's assets (excluding interests) are directly recognised in the statement of the financial position, and a debit or credit is recognised in the other elements of the global result during the financial year in which they occur. The revaluation under the other elements of the global result are directly recognised in the retained earnings and will not be reclassified to net income.

Costs of past services are recognised in net income in the period in which a system change occurs.

The net interest calculation is carried out by multiplying the net liabilities of the accrued net benefits defined at the beginning of the period by the actualisation rate.

Costs of the defined benefits are classified under the following categories:

• cost of services (cost of services rendered during the period, cost of passed services, as well as gains and losses arising from reductions and liquidations);

  • net interests (charges);
  • revaluations.

The group presents the first two components of the defined benefits costs in the net result under 'Personnel cost'.

The accrued benefit obligations recorded in the consolidated statement of the financial position represents the actual amount of the deficit of the defined benefits systems of the group.

P. PROVISIONS

A provision is recognised on the balance sheet when the group has a legal or contractual obligation resulting from a past event, and if it is likely that resources will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at the market rate reflecting, where appropriate, the risk specific to the liability.

Q. TRADE DEBTS AND OTHER DEBTS

Trade debts and other debts are stated at amortised cost.

R. OPERATING REVENUES

Operating revenues include revenues from lease contracts on buildings and revenues from real estate services.

Revenues from lease contracts are recognised in the rental income item. Some lease contracts allow for a period of free occupancy followed by a period during which the agreed rent is due by the tenant. In this case, the total amount of the contractual rent to be col-

lected until the first break option for the tenant is recognised on the income statement (item 'rental income') prorata temporis over the length of the lease contract, beginning at the start of the occupancy and ending at the first break option (i.e. the firm term of the lease). More accurately, the contractual rent expressed in annual amount is first recognised as revenue and the rent-free period spread over the firm term of the lease is then booked as an expense. Hence, an accrued income account is at first debited at the start of the lease for an amount corresponding to the rental income (net of the cost of rent-free periods) already earned but not yet expired.

When real estate valuers make an estimation of the value of the buildings based on the discounted value of future cash flows method, they include in these values the total rents yet to be collected. Hence, the accrued income account referred to above is redundant with the part of the buildings representing rents already earned and recognised on the income statement but not yet due. Therefore, in order to avoid this redundancy, which would wrongfully swell the total of the balance sheet and of the shareholders' equity, the amount under the accrued income account is reversed against a charge booked under the item 'Other result on the portfolio'. Once the date of the first break option is passed, no charge is to be recorded on the income statement, as would have been the case without this reverse booking.

As a consequence, the operating result before result on the portfolio (and thus the net result from core activities of the analytical form) reflects the rents spread over the firm term of the lease, whereas the net result reflects the rents to date and as they are cashed.

The concessions granted to tenants are, on their part, booked as charges over the firm term of the lease. They refer to incentives consisting of the financing by the landlord of certain expenses normally borne by the tenant, such as the cost of the fitting works of private surfaces for example.

S. OPERATING EXPENSES

I Service costs

Service costs paid, as well as those borne on behalf of the tenants, are included in the direct property expenses. Their recovery from the tenants is presented separately.

II Works carried out on properties

Works carried out that are the responsibility of the building owner are recorded in the accounts in three different ways, depending on the type of works:

  • expenditure on maintenance and repairs that does not add any extra functionality or does not increase the comfort standard of the building is considered as current expenditure for the period, and as property costs;
  • extensive renovation works: these are normally undertaken at intervals of 25 to 35 years and virtually involve the reconstruction of the buildings whereby, in most cases, the existing carcass work is re-used and state-of-the-art building techniques are applied; on completion of such renovation works, the property can be considered as new and expenditure is capitalised;
  • improvement works: these are works carried out on an occasional basis to add functionality to the property or significantly enhance the comfort standard, thus making it possible to raise the rent and, hence, the estimated rental value. The costs of these works are capitalised by reason of the fact that and insofar as the valuer normally recognises a corresponding appreciation in the value of the property. Example: installation of an air conditioning system where one did not previously exist.

Works that generate expenses to be activated are identified taking into account the previous criteria during the preparation of the budgets. The capitalised expenses are related to materials, engineering works, technical studies, internal costs, architect fees and interests during the construction.

III Commissions paid to letting agents and other transaction costs

Commissions relating to property lettings are entered under current expenditure for the year, under the item 'commercial costs'.

Commissions relating to the acquisition of properties, transfer duties, notary fees and other ancillary costs are considered as transaction costs and included in the acquisition cost of the acquired property. These costs are also considered as part of the acquisition cost when the purchase is done through a business combination.

Commissions on property sales are deducted from the sale price obtained to determine the gain or loss made.

Property valuation costs and technical valuation costs are always recognised on current expenditure.

IV Financial result

Net financing costs comprise interest payable on borrowings, calculated using the effective interest rate method, and gains and losses on hedging instruments that are recognised on the income statement (see point F).

Interest income is recognised on the income statement as it accrues, taking into account the effective yield on the asset.

Dividend income is recognised on the income statement on the date that the dividend is declared.

T. INCOME TAX

The income tax of the financial year comprises the current tax. The income tax is recognised on the income statement except to the extent that it relates to items recognised directly under equity.

The current tax is the expected tax payable on the taxable income of the past year, using the tax rate enacted at the closing date, and any adjustment to taxes payable in respect of previous years.

U. EXIT TAX AND DEFERRED TAXES

The exit tax is the tax on the added value that arises upon approval of a Belgian as a RREC or merger of a non-RREC with a RREC. When the non-RREC, which is eligible for this regime, first enters the consolidation scope of the group, a provision for an exit tax liability is recorded simultaneously with a revaluation added value on the property corresponding to the market value of the property, and taking into account a forecasted date of merger or approval.

Any subsequent adjustment to this exit tax liability is recognised on the income statement. When the approval or merger takes place, the provision becomes a debt and any difference is also recognised on the income statement.

The same treatment is applied mutatis mutandis to French companies eligible for the SIIC regime and to Dutch companies eligible for the FBI regime.

When companies not eligible for the RREC, FIIS, SIIC or FBI regimes are acquired, a deferred tax is recognised on the unrealised added value of the investment property.

V. STOCK OPTIONS

Equity-settled share-based payments to employees and executive committee members are measured at the fair value of the equity instruments at the date of granting (See Note 42).

W. ESTIMATES, JUDGMENTS AND MAIN SOURCES OF CONCERN

I Fair value of the property portfolio

Cofinimmo's portfolio is valued quarterly by independent real estate valuers. This valuation by real estate valuers is intended to determine the market value of a property at a certain date, taking into account the market evolution and the characteristics of the properties. In parallel to the work of the real estate valuers, Cofinimmo proceeds with its own valuation of its assets with a view on their long-term operation by its teams. The portfolio is recorded at the fair value established by the real estate valuers in the group's consolidated accounts (see Note 22). It should be noted that a new law was passed in the Netherlands on 15.12.2020 increasing registration fees from generally 6% to 8% with effect from 01.01.2021. As a result of this new law, registration fees of 8% were taken into account by the independent real estate valuers in order to determine the fair value as at 31.12.2020.

In accordance with the Valuation Practice Alert of 02.04.2020 published by the Royal Institute of Chartered Surveyors ('RICS'), the independent real estate valuers' report mentions an explanatory note on the impacts of the coronavirus (COVID-19) and no longer takes into account a 'material valuation uncertainty' (as defined by the RICS standards) for the entire portfolio, as was the case from the 1st to the 3rd quarter of 2020. This uncertainty has not been lifted yet for some segments whose aggregate value accounts for less than 23% of the consolidated portfolio: healthcare real estate in Spain, healthcare real estate in Germany (partially), sport & wellness centres in Belgium and Germany as well as the Pubstone Belgium and Pubstone Netherlands portfolios.

II Financial instruments

The fair value of the group's financial instruments is calculated on the basis of the market values in the Bloomberg1 system. These fair values are compared with the quarterly estimations received from the banks, and major variations are analysed (more details are given in Note 25).

III Goodwill

Goodwill is calculated at the acquisition date as the positive difference between the acquisition cost and Cofinimmo's share in the fair value of the net asset acquired. Such goodwill is then the subject of an impairment test by comparing the net book value of the groups of buildings with their value in use. The calculation of the value in use is based on assumptions of future cash flows, indexation rates, cash flow years and residual values (more details are given in Note 21).

IV Transactions

When acquiring a portfolio through the purchase of company shares, the group takes into account the percentage of shares held and the appointment capacity by the directors in order to determine whether the control exercised by the group is joint or exclusive.

When a property portfolio meets the definition of a business combination as defined under IFRS 3, the group restates the assets and liabilities acquired in the context of the business combination at their fair value. The fair value of the property assets of the business combination is determined based on the value given by the independent real estate valuers (more details are given in Note 40).

  1. The data provided by Bloomberg result from price observations relating to actual transactions and the application to these observations of valuation models developed in the scientific literature (www.bloomberg.com).

V Coronavirus COVID-19

226

Following the outbreak of the COVID-19 coronavirus pandemic in the countries where the group is active, Cofinimmo has implemented several measures to ensure the continuity of its activities, while making the health and well-being of all its stakeholders its priority.

Operational teams remain in close contact with the group's tenants to ensure the continuity of services and help them get through this difficult period. Cofinimmo reviews the situation of its counterparties on a case-by-case basis in order to find a balanced solution where appropriate. In this context, Cofinimmo has already booked writedowns on trade receivables for approximately 2.0 million EUR in 2020. In addition to the information included in this document, it is specified that:

  • in the office segment, the surface areas rented directly to merchants (retailers, restaurants, ...) only account for less than 0.2% of the group's contractual rents;
  • in the healthcare real estate segment, the wellness & sport centres account for less than 3% of the group's contractual rents. These centres, located in Belgium and Germany, have been closed to the public since March 2020 and are only partially reopen since the end of May/beginning of June 2020. The operators' loss of income was significant during this period, the situation went gradually back to normal and only for a short period of time, in accordance with the evolution of the measures taken to address the health crisis. The current wave of contamination resurgence calls for caution: most of the Belgian centres are closed again since 26.10.2020, while the German centres are almost completely closed since 02.11.2020. During the 2020 financial year, the fair value of sports and wellness centres has been reduced by almost 5 million EUR (i.e. more than 4%). By way of illustration, an additional 5% decrease in the fair value would represent a (non-cash) expense of 5 million EUR which would have an adverse effect of around 0.04% on the debt-to-assets ratio, and of around 0.19 EUR per share on net assets;
  • in the property of distribution segment, the Pubstone portfolio of pubs and restaurants in Belgium and the Netherlands accounts for 10 % of the group's contractual rents. During the 2020 financial year, the fair value of this portfolio remained stable (excluding the effect of the increased registration fees in the Netherlands taken into account on 31.12.2020), thanks in particular to the high residual lease length. Although Cofinimmo's counterparty is the AB InBev group, the world's leading brewer with a BBB+ rating, it is not excluded that a decrease in the fair value will be recognised in the 2021 financial year, based on the evolution of market parameters due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as an extension of the mandatory shutdown of pubs and restaurants). A 5% decrease in the fair value would represent a (non-cash) expense of 22 million EUR which would have an adverse effect of around 0.19% on the debt-to-assets ratio, and of around 0.80 EUR per share on net assets;
  • in the property of distribution network segment, the Cofinimur I portfolio of MAAF agencies in France accounts for almost 3% of the group's contractual rents. The fair value of this portfolio has been reduced by almost 12 million EUR (i.e. almost 10%). Although Cofinimmo's counterparty is the Covéa group, a French insurer with an AA- rating, it is not excluded that a decrease in the fair value will be recognised in the 2021 financial year, based on the evolution of market parameters due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as an extension of the measures aimed at restricting the flow of people in shopping streets). A 5% decrease in the fair value would represent a (non-cash) expense of 6 million EUR which will have an adverse effect of around 0.05% on the debt-to-assets ratio, and of around 0.21 EUR per share on net assets.

Note 3. Management of operational risk

By operating risk, Cofinimmo means the risk of losses due to inadequacies in the company's procedures or failures in its management.

The group actively manages its client base in order to minimise vacancies and tenant turnover in the office segment. The property management team is responsible for swiftly resolving tenant complaints, while the letting team maintains regular contact with them so as to offer alternative solutions from within the portfolio should tenants require more or less space. Although this activity is fundamental to protect rental income, it has little impact on the price at which a vacant property can be let, as that price depends on the prevailing market conditions. Most of the lease contracts include a provision whereby rents are annually indexed. Before accepting a new client, an analysis of the credit risk is carried out, if need be on the basis of the opinion of an outside rating agency. An advance deposit or bank guarantee corresponding to six months' rent is generally requested from private sector tenants.

With a few exceptions, rents are payable in advance, on a monthly, quarterly or yearly basis. A quarterly provision covering property charges and taxes incurred by the group but contractually rechargeable to tenants is also requested. The level of rental defaults recorded net of recoveries represents 0.101% of the total turnover over the period 1996-2020. An important deterioration in the general economic situation is likely to magnify losses on lease receivables, particularly in the office segment. The possible insolvency of a major tenant can represent a significant loss for Cofinimmo, as well as an unexpected vacancy or even having to rent out the vacant space at a price significantly lower than the level of the terminated contract.

Direct operating costs, on the other hand, are driven essentially by two factors:

  • the age and quality of buildings, which determine the level of maintenance and repair expenses, both closely monitored by the property management team, while the execution of the works is outsourced;
  • the vacancy level of office properties and the tenant turnover, which determine the level of expenses for unlet space, the letting fees, the refurbishment costs, the incentives granted to new clients, etc. Operational costs which the active commercial management of the portfolio is designed to minimise.

The healthcare assets and accommodation of elderly people and the buildings of the distribution networks are almost occupied at 100%. The first ones are rented to operator groups whose solvency is analysed annually. The second ones are let to large companies. The reletting or reconversion scenarios at the end of the lease are cautiously analysed and prepared in due time. The smaller buildings included in the distribution networks are sold when the tenant leaves.

Construction and refurbishment projects are prepared and supervised by the group's project management team with a mandate to complete them on time and on budget. For the management of large-scale projects, specialised outside companies are brought in by the group.

The risk of buildings being destroyed by fire or other disastrous events is insured for a total reconstruction value of 1,876.16 million EUR1 , compared with a fair value of the investment properties of 1,904.5 million EUR as at 31.12.2020, including the value of the land. Cover has also been taken against vacancies resulting from these events. Moreover, Cofinimmo has insurance for its public liability as the building's owner or project supervisor (details of the group's financial risk are provided in Note 25).

Note 4. Acquisitions of subsidiaries

GENERAL INFORMATION

Company2 Acquisition
date
Number
of entities
Segment Country % of ownership by
Cofinimmo group
on 31.12.2020 -
global
consolidation
Direct or indirect
acquisition by
Cofinimmo SA/NV
Building valuation
to determine
the acquired
securities' value3
(x 1,000,000 EUR)
XL TRONE 04.03.2020 1 Offices Belgium 100% Direct Approximately 40
BUILDING GREEN ONE 17.11.2020 1 Offices Belgium 100% Direct Approximately 100
ORELIA PORTFOLIO 10.06.2020 6 Healthcare
real estate
Belgium 100% Direct Approximately 105
COPADE 17.11.2020 4 Healthcare
real estate
Belgium 100% Direct and Indirect4 Approximately 95
COUVENT DE LA CHARTREUSE 17.11.2020 1 Healthcare
real estate
Belgium 100% Direct Approximately 29
GESTONE BICKENBACH 25.06.2020 1 Healthcare
real estate
Germany 100% Direct Approximately 16
BAD SCHÖNBORN 12.11.2020 1 Healthcare
real estate
Germany 89,9% Indirect Less than 605
KIINTEISTÖ OY VAASAN
PUISTIKKO 22
VAASA
12.11.2020 1 Healthcare
real estate
Finland 100% Indirect Approximately 20

These acquisitions were not considered as business combinations as stipulated in IFRS 3 since they themselves are not 'business' acquisitions. A 'business' is defined as an integrated set of activities and assets.

  1. The table does not include the repurchase in 2020 by Cofinimmo of the 49% of Cofinéa I SAS, in which the Group previously held 51% of the shares.

  2. The acquisition of the Orelia portfolio was made through a contribution in kind. The acquisition of the other subsidiaries generated a cash outflow of 292 million EUR.

  3. One company directly and 3 companies indirectly.

  4. The acquisition of Bad Schönborn was part of an overall transaction encompassing three assets in Germany, one acquired indirectly (property in Bad Schönborn) and two acquired directly (properties in Aurich and Wiesmoor). The conventional value of the directly acquired property (for the calculation of the share price) and the investment in the two directly acquired properties together amount to nearly 60 million EUR.

1. This amount does not include the insurances taken during works, nor those that are contractually borne by the occupant (i.e. for healthcare real estate, the pubs and restaurants of the Pubstone portfolio as well as certain office buildings), nor those related to lease finance contracts. Furthermore, this amount does not include the insurances related to buildings rented to MAAF (first-rank insurance on all the freehold properties and second-rank insurance on the co-owned properties), which are covered for the value of the reconstruction.

Note 5. Segment information

In fair value, healthcare real estate accounts for 59.2% of the portfolio, offices 29.6%, property of distribution networks 11.3% (the different property segments are described on pages 12 to 19).

Two clients represent more than 10% of the contractual rent: the Korian group in the healthcare real estate segment, for 41 million EUR and AB InBev, tenant in the property of distribution networks segment for an amount of 30 million EUR.

HEALTHCARE REAL ESTATE OFFICES
(x 1,000 EUR) Belgium France Netherlands Germany Spain Finland Brussels
CBD1
Decentralised Brussels
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
INCOME STATEMENT
Net rental income 68,855 59,739 26,982 26,434 19,169 15,783 30,382 27,095 420 27,806 26,222 25,539 25,309
Property result after
direct property costs
68,542 59,753 26,754 26,260 17,403 14,360 28,979 25,428 408 25,210 23,884 23,141 16,046
Property management
costs
Corporate
management costs
Gains or losses on
disposals of investment
properties and other
non-financial assets
23 1,174 -1 2 10 1,008 1,736 11,327
Changes in fair
value of investment
properties
7,114 46,765 -12,041 -11,750 -9,231 11,935 -1,075 -1,352 -783 -17 24,952 32,831 -1,582 -1,940
Other result on the
portfolio
-1,738 -3,892 -860 -11,947 -314 -212 -10,052 -6,129 -303 -246 -502 -370 -328 -33 90
Operating result 73,942 103,800 13,853 2,563 7,860 26,094 17,852 17,947 -678 -246 -519 50,799 56,386 23,263 25,523
Financial result
Share in the result of
associates and joint
ventures
244 741
Taxes
NET RESULT
Net result -
group share
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
BALANCE SHEET
Assets
Goodwill
Investment property of
which:
1,455,553 1,213,559 392,690 380,410 346,220 289,750 597,840 492,590 77,788 11,200 12,000 761,276 585,420 356,565 354,336
Development
projects
854 1,015 7,190 16,880 690 690 54,938 11,200 12,000 43,968 67,457 12,283 23,547
Assets held for own
use
6,418 7,246
Assets held for sale 3,320 28,764
Other assets
TOTAL ASSETS
Shareholders' equity
and liabilities
Shareholders' equity
Shareholders'
equity attributable
to shareholders of
parent company
Minority interests
Liabilities
TOTAL
SHAREHOLDERS'
EQUITY AND
LIABILITIES
  1. Central Business District.
OFFICES PROPERTY OF DISTRIBUTION NETWORKS AMOUNTS UNALLOCATED TOTAL
Brussels
Periphery
Antwerp Other regions Pubstone Belgium Pubstone
Netherlands
Cofinimur I
France
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
7,636
6,476
8,640
7,666
5,294
2,680
5,337
4,211
9,588
9,702
9,452
9,139
19,266
18,381
19,954
19,141
9,897
9,501
9,949
9,498
8,100
7,618
8,093
7,903
258,935
244,796
242,008
223,289
-23,579 -20,622 -23,579 -20,622
-10,105 -8,838 -10,105 -8,838
-252 -1,550 2,031 928 20 520 15 -16 4,583 12,394
-5,647 -1,888 -2,301 1,550 -1,396 308 2,103 1,936 -1,948 755 -11,845 -79 -13,696 79,069
-9,952 -12 -6,263 -2,353 -3,429 -3,722 -33,815 -28,751
577 4,228 380 5,760 8,307 9,447 12,563 21,993 1,310 8,420 -4,212 7,808 -37,113 -33,182 168,184 256,541
-39,855 -39,505 -39,855 -39,505
-2,717 -1,538 -2,473 -797
-10,223 -5,950 -10,223 -5,950
115,633 210,289
119,222 204,615

Net result group share

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

  1. Central Business District.
2020
2019
2019 2020
66,966
68,989
114,298 105,018
446 426 451

Note 6. Rental income and rental-related expenses

(x 1,000 EUR) 2020 2019
Rental income 251,521 232,601
Rents 257,713 237,508
Gross potential income1 268,256 249,657
Vacancy2 -10,542 -12,149
Cost of rent-free periods -5,460 -4,483
Concessions granted to tenants -879 -834
Indemnities for early termination of rental contracts3 147 410
Writeback of lease payments sold and discounted 9,444 8,784
Rental-related expenses -2,030 623
Rent payable on rented premises -32 -3
Writedowns on trade receivables -2,017 -47
Writeback of writedowns on trade receivables 19 673
TOTAL 258,935 242,008

Except in some rare cases, the leases contracted by the group are subject to indexation.

The group leases out its investment properties under operating leases and finance leases. Only revenues from operating leases appear under rental income.

The amount under the item 'Writeback of lease payments sold and discounted' represents the difference between the discounted value (at the rate agreed upon disposal), at the beginning and at the end of the year, of the future rents (indexed at the rate agreed upon disposal) of the lease contracts for which receivables have been sold. The writeback through the income statement allows for a gradual reconstitution of the initial value of the concerned buildings at the end of the lease. It is a recurring and non-cash income item (see Note 2: 'Significant accounting methods, I. Leases, I. The group as lessor, C. Sale of future lease payments under a long lease not qualifying as a finance lease').

The change in the fair value of these buildings is determined by the independent real estate valuer and is taken as profit or loss under the item 'Changes in the fair value of investment properties' in the proportion indicated in Note 2. This time, it is a non-recurring item as it depends on the valuer's assumptions as to future market conditions.

TOTAL RENTAL INCOME

230

When a lease is classified as a finance lease, the property is considered to be disposed of, and the group is considered to have an interest in a finance lease instead. Payments received on the finance leases are split between 'capital' and 'interests': the capital element is taken to the balance sheet and offset against the group's finance lease receivables and the interest element are recognised on the income statement. Hence, only the part of the rents relating to interests flows through the income statement.

Total income generated from the group's properties, through operating and finance leases

(x 1,000 EUR) 2020 2019
Rental income from operating leases 251,521 232,601
Interest income in respect of finance leases 6,121 5,873
Capital receipts in respect of finance leases 2,237 2,104
TOTAL 259,879 240,579
  1. The gross potential income corresponds to the sum of the real rents and the estimated rents attributed to unlet spaces.

  2. The rental vacancy is calculated on unlet spaces based on the rental value estimated by independent real estate valuers. 3. Early termination compensations are booked directly in full on the income statement.

Total minimum future rental receivables under non-cancellable operating leases and finance leases in effect at 31 December

(x 1,000 EUR) 2020 2019
Operating lease 3,386,946 3,006,563
Less than one year 268,760 251,459
More than one year but less than two years 245,629 225,465
More than two years but less than three years 225,618 200,969
More than three years but less than four years 206,609 182,865
More than four years but less than five years 196,725 167,766
More than five years 2,243,605 1,978,039
Finance lease 107,256 107,909
Less than one year 2,367 2,258
More than one year but less than two years 2,464 2,423
More than two years but less than three years 2,556 2,457
More than three years but less than four years 2,657 2,556
More than four years but less than five years 2,728 2,657
More than five years 94,484 95,558
TOTAL 3,494,202 3,114,472

Note 7. Net redecoration expenses1

(x 1,000 EUR) 2020 2019
Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease2 330 1,252
Recovery of property charges -573 -251
TOTAL -243 1,001

Note 8. Taxes and charges on rented properties not recovered from tenants

(x 1,000 EUR) 2020 2019
Recovery income of charges and taxes normally payable by the tenant on let properties 33,667 44,537
Rebilling of rental charges invoiced to the landlord 17,120 22,491
Rebilling of withholding taxes and other taxes on let properties 16,547 22,046
Charges and taxes normally payable by the tenant on let properties -36,888 -50,929
Rental charges invoiced to the landlord -17,834 -23,089
Withholding taxes and other taxes on let properties -18,315 -24,104
Taxes on refurbishment not recovered -739 -3,737
TOTAL -3,221 -6,392

Under usual lease terms, these charges and taxes are borne by the tenants through rebilling. However, a number of lease contracts of the group provide otherwise, leaving taxes or charges to be borne by the landlord.

1. According to Annex C of the royal decree of 13.07.2014, the exact terminology is 'Cost payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease' and 'Recovery of the property charges'.

2. Refurbishment costs, net of indemnities for rental damage, are by nature not incurred on a regular basis during the financial year or from one financial year to the next.

Note 9. Technical costs

(x 1,000 EUR) 2020 2019
Recurrent technical costs 3,882 4,931
Repairs 3,634 4,611
Insurance premiums 248 319
Non-recurrent technical costs 2,169 1,008
Major repairs (building companies, architects, engineering offices, etc.)1 2,244 866
Damage expenses -75 142
Losses providing from disasters and subject to insurance cover 535 509
Insurance compensation for losses providing from disasters -610 -367
TOTAL 6,051 5,939

Note 10. Commercial costs

(x 1,000 EUR) 2020 2019
Letting fees paid to real estate brokers 254 511
Advertising 5 5
Fees paid to valuers 2,084 1,292
TOTAL 2,344 1,808

Note 11. Management costs

Management costs are split between asset management costs and other costs.

PROPERTY MANAGEMENT COSTS

These costs comprise the costs of the personnel responsible for this activity, the operational costs of the company head office and the fees paid to third parties. The management fees collected from tenants partially covering the costs of the property management activity are deducted.

The portfolio is managed in-house, except for the healthcare real estate properties in Germany.

CORPORATE MANAGEMENT COSTS

The corporate management costs cover the overhead costs of the company as a legal entity listed on the stock exchange and as an RREC. These expenses are incurred in order to provide complete and continued information, economic comparability with other types of investment and liquidity for the shareholders who invest indirectly in a property portfolio. Certain costs of studies relating to the group's expansion also come under this category.

The internal costs of property management and corporate management costs are divided as follows:

Property management costs Corporate management costs Total
(x 1,000 EUR) 2020 2019 2020 2019 2020 2019
Office charges 1,835 1,768 786 758 2,621 2,525
Fees paid to third parties 6,196 4,483 2,656 1,921 8,852 6,404
Recurrent 4,347 3,360 1,863 1,440 6,210 4,800
Non recurrent 1,849 1,123 793 481 2,642 1,604
Public relations, communication and
advertising
783 465 335 199 1,118 665
Personnel expenses 13,053 12,407 5,594 5,317 18,647 17,724
Salaries 10,338 9,753 4,431 4,180 14,769 13,933
Social security 1,610 1,576 690 675 2,300 2,251
Pensions and other benefits 1,104 1,078 473 462 1,578 1,540
Taxes and regulatory fees 1,712 1,499 734 642 2,446 2,142
TOTAL 23,579 20,622 10,105 8,838 33,684 29,460

The independent real estate valuers' fees for the consolidated portfolio and associates amounted to 1,048,251 EUR (excl. VAT) for the year 2020. These honoraria are partly calculated based on a fixed amount per square metre and partly on a fixed amount per property.

  1. Except for capital expenditures.

GROUP INSURANCE

The group insurance subscribed by Cofinimmo for its employees and the members of its management has the following objectives:

  • payment of a 'Life' benefit to the affiliate at retirement;
  • payment of a 'Death' benefit to the beneficiaries of the affiliate in case of death before retirement;
  • payment of a disability pension in case of accident or long-term illness other than professional;
  • waiver of premiums in the same cases.

In order to protect workers, the law of 18.12.2015 aiming to ensure the sustainability and the social nature of supplementary pensions and to strengthen the supplementary nature in relation to retirement pensions provides that Cofinimmo's employees must be guaranteed a minimum return on the 'Life' portion of the premiums.

This minimum return was 3.75% of the gross premiums for the personal contributions and to 3.25% of the premiums for the employer's contributions until 31.12.2015. As from 2016, the minimum return required by law on the supplementary pension decreased to 1.75%.

The rate guaranteed by the insurer is 0.1%. Cofinimmo must, therefore, cover part of the rates guaranteed by the law. If necessary, additional amounts must be brought under the reserves to reach the guaranteed returns for the services given.

EMOLUMENTS OF THE AUDITOR

The fixed emoluments of Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren for reviewing and certifying Cofinimmo's statutory and consolidated accounts amounted to 112,404 EUR (excluding VAT). Its emoluments for certifying the statutory accounts of Cofinimmo's subsidiaries amounted to 296,892 EUR (excluding VAT) and are calculated per company based on their effective performances. This amount includes the auditor's emoluments for reviewing the accounts of the group's French subsidiaries. The emoluments for the non-audit services rendered by Deloitte, Réviseurs d'Entreprises/Bedrijfsrevisoren amounted to 84,986 EUR (excluding VAT) during the financial year and are related to legal missions and other assistance, in accordance with the independence requirements. The auditor confirms compliance with the '70% (Article 3:64 of the CCA) rule' for the 2020 financial year.

(x 1,000 EUR) 2020 2019
Emoluments of the auditor 359
Emoluments for the execution of a mandate of company auditor 409 311
Emoluments for exceptional services or special assignments within the group 85 48
Other certification assignments 53 48
Other assignments external to the auditing duties 32 0
Emoluments of people with whom the auditor is connected 17
Emoluments for exceptional services or special assignments within the group 17
Other opinion missions 0 17
Tax advisory duties 0 0
Other assignments external to the auditing duties 0 0
TOTAL 494 376

The emoluments of the company auditors, other than Deloitte, appointed for the group's French companies amounted to 14 KEUR (excluding VAT) in 2020 and are not included in the table above.

Note 12. Result on disposals of investment properties and other non-financial assets

(x 1,000 EUR) 2020 2019
Disposal of investment properties
Net disposal of properties (sale price - transaction costs) 43,210 116,060
Book value of properties sold (fair value of assets sold) -38,627 -103,667
SUBTOTAL 4,583 12,394
Disposal of other non-financial assets
Net disposals of other non-financial assets 0 0
Other 0 0
SUBTOTAL 0 0
TOTAL 4,583 12,394

The disposals of investment properties relate to all segments (see Note 37 for more details).

Note 13. Changes in fair value of investment properties

(x 1,000 EUR) 2020 2019
Positive changes in the fair value of investment properties 59,790 134,094
Negative changes in the fair value of investment properties -73,486 -55,024
TOTAL -13,696 79,069

The breakdown of the changes in fair value of properties is presented in Note 23.

Note 14. Other result on the portfolio

(x 1,000 EUR) 2020 2019
Changes in the deferred taxes1 -49 -366
Writeback of rents already earned but not expired -13,226 -3,935
Goodwill impairment2 -10,120 -14,609
Other3 -10,420 -9,840
TOTAL -33,815 -28,751

Writeback of rents already earned but not expired, recognised during the period, results from the application of the accounting method in Note 2, point R.

Note 15. Financial income

(x 1,000 EUR) 2020 2019
Interests and dividends received4 920 513
Interest receipts from finance leases and similar receivables 6,121 5,873
Other5 1,145 2,634
TOTAL 8,186 9,021
  1. Includes in particular the difference between the price paid, plus incidental expenses, and the share in the revalued net assets of the companies acquired.

1. See Note 32.

2. See Note 21.

4. The amount of dividends received is null at 31.12.2020.

5. The 2020 amount includes a non-recurring income of more than 1 million EUR, booked in the first half of the year, and related to the indemnities received from the contribution in kind of 10.06.2020. The 2019 amount included a non-recurring income of less than 3 million EUR, booked in the first half of the year, and related to the indemnities received from the contributions in kind of 29.04.2019 and 26.06.2019 in compensation for the allocation of a full dividend right to the new shares issued on those days.

Note 16. Net interest charges

(x 1,000 EUR) 2020 2019
Nominal interest on borrowings 10,768 14,468
Bilateral loans - floating rate 2,937 2,264
Commercial papers - floating rate -343 24
Investment credits - floating or fixed rate 701 757
Bonds - fixed rate 7,062 11,012
Convertible bonds 412 411
Reconstitution of the nominal value of financial debts 1,131 807
Charges relating to authorised hedging instruments 9,053 5,935
Authorised hedging instruments qualifying for hedge accounting under IFRS 0 0
Authorised hedging instruments not qualifying for hedge accounting under IFRS 9,053 5,935
Income relating to authorised hedging instruments 0 0
Authorised hedging instruments qualifying for hedge accounting under IFRS 0 0
Authorised hedging instruments not qualifying for hedge accounting under IFRS 0 0
Other interest charges1 3,589 2,918
TOTAL 24,541 24,128

The effective interest charge on loans corresponds to an average effective interest rate on loans of 1.32% (2019: 1.43%). The effective charge without taking into account the hedging instruments stands at 0.84% (2019: 1.08%). This percentage can be split up between 0.19% (2019: 0.19%), for the loans booked at fair value, and 0.92% (2019: 1.21%) for the loans recognised at amortised cost2 .

Cofinimmo no longer holds interest rate hedging instruments to which the hedge accounting of the cash flow is applied.

Note 17. Other financial charges

(x 1,000 EUR) 2020 2019
Bank fees and other commissions 664 506
Other 79 127
TOTAL 744 634

Note 18. Changes in the fair value of financial assets and liabilities

(x 1,000 EUR) 2020 2019
Authorised hedging instruments qualifying for hedge accounting 0 0
Changes in fair value of authorised hedging instruments qualifying for hedge accounting 0 0
Impact of the recycling on the income statement of hedging instruments which relationship
with the hedged risk was terminated
0 0
Authorised hedging instruments not qualifying for hedge accounting -20,448 -24,248
Changes in fair value of authorised hedging instruments not qualifying for hedge accounting3 -19,461 -22,034
Convertible bonds -987 -2,214
Other -2,308 483
TOTAL -22,756 -23,765
  1. Interest on loans at amortised cost (2020: 15,077 KEUR / 2019: 17,782 KEUR) consists of 'Other interest charges', 'Reconstitution of the nominal amount of financial debts' and 'Nominal interest on loans' (with the exception of the 'Convertible bonds'). Interest on loans at fair value through the net result (2020: 9,465 KEUR / 2019: 6,346 KEUR) consists of 'Costs and Proceeds from permitted hedging instruments', as well as the 'Convertible Bonds'

  2. The gross amounts are respectively a product of 3,597 KEUR (2019: 2,239) and an expense of 23,058 KEUR (2019: 24,273).

1. This concerns commissions on unused credit facilities.

Note 19. Corporate tax and exit tax

(x 1,000 EUR) 2020 2019
CORPORATE TAX -7,907 -5,572
Parent company -2,331 -2,130
Pre-tax result 125,105 199,672
Result exempted from income tax due to the RREC regime -125,105 -199,672
Taxable result from non-deductible costs 5,616 4,181
Tax at rate of 25% (2019: 29.58%) -1,404 -1,237
Other -927 -893
Subsidiaries -5,576 -3,442
EXIT TAX - SUBSIDIARIES -2,315 -378

The non-deductible costs mainly comprise the office tax in the Brussels-Capital Region and the corporate tax. With the exception of the institutional RRECs and the specialised real estate investment funds ('FIIS'), the Belgian subsidiaries are subject to common law. The Dutch subsidiary Pubstone Properties BV is not eligible for the FBI regime. The results from investments in Germany are partly taxable.

Note 20. Net result per share - group share

The calculation of the result per share at the closing date is based on the net result from core activities/net result attributable to the ordinary shareholders being 181,457 KEUR (2019: 166,498 KEUR)/119,222 KEUR (2019: 204,615 KEUR) and on the number of ordinary shares entitled to share in the result closed at 31.12.2020 being 26,478,781 (2019: 24,456,099).

The diluted result per share takes into account the impact of the theoretical conversion of the convertible bonds issued by Cofinimmo, of the Mandatory Convertible Bonds (MCB) issued by Cofinimur I as well as stock options.

(in EUR) 2020 2019
Net result - group share 119,221,574 204,614,966
Number of ordinary shares entitled to share in the result of the period 26,478,781 24,456,099
Net result from core activities per share - group share 6.85 6.81
Net result per share - group share 4.50 8.37
Net diluted result - group share 116,871,706 210,793,608
Number of ordinary shares entitled to share in the result of the period taking
into account the theoretical conversion of the convertible bonds and stock options1
28,545,519 26,553,644
Net diluted result per share - group share 4.09 7.94

DIVIDEND PER SHARE2

(in EUR) 2020 financial
year (to be
paid in 2021)
2019 financial
year (paid
in 2020)
Gross dividends attributable to ordinary shareholders 165,326,308.80 144,571,414.40
Gross dividend per ordinary share 5.80 5.60
Net dividend per ordinary share 4.06 3.92
Gross dividends attributable to preference shareholders 0 0
Gross dividend per preference share 0 0
Net dividend per preference share 0 0

For the 2020 financial year, a gross dividend of 5.80 EUR per share (net dividend per share of 4.06 EUR), accounting for a total dividend of 165,326,308.80 EUR will be proposed at the ordinary general meeting of 12.05.2021. The number of shares entitled to the dividend for the 2020 financial year was 27,016,833 on 31.12.2020 and 28,504,536 on the accounts' closing date (see Note 45).

The board of directors proposes a dividend of 5.80 EUR per share for the 15,875 treasury shares held by the subsidiary Gestone III SA/NV and the cancellation of the right to a dividend for the 29,109 remaining treasury shares.

  1. In accordance with IAS 33, the 2016 convertible bond (maturity 2021) has been included in the calculation of the net diluted result in 2019 and 2020 as it would have had a dilutive impact on the net diluted result per share.

  2. Based on the parent company's result.

The withholding tax rate applicable to dividends allocated since 01.01.2017 is 30%. The Belgian law provides for exemptions which dividend beneficiaries can benefit from depending on their status and the eligibility conditions to be met. In addition, the agreements in place to prevent double taxation provide for reductions in the withholding tax on dividends.

Shares Total
(number) 2020 2019
Number of shares (A)
AS AT 01.01 25,849,283 22,993,248
Capital increase 1,212,634 2,856,035
Conversion of convertible bonds into ordinary shares
AS AT 31.12 27,061,917 25,849,283
Treasury shares held by the group (B)
AS AT 01.01 50,691 40,347
Treasury shares (sold/acquired) - net -5,607 10,344
AS AT 31.12 45,084 50,691
Number of shares outstanding (A-B)
AS AT 01.01 25,798,592 22,952,901
Capital increase 1,212,634 2,856,035
Conversion of convertible bonds into ordinary shares
Treasury shares (sold/acquired) - net 5,607 -10,344
AS AT 31.12 27,016,833 25,798,592

SHARE CATEGORIES

Since 12.07.2019, the capital of Cofinimmo has been exclusively represented by ordinary shares.

Ordinary shares: holders of ordinary shares are entitled to dividends when they are declared and are entitled to one vote per share at the company's general meetings. The par value of each ordinary share was 53.59 EUR at 31.12.2020. The ordinary shares are listed on the First Market of Euronext Brussels.

Convertible preference shares: as a reminder, on 12.07.2019, all of the preferred shares were converted into ordinary shares. The preferred shares were issued in 2004 in two separate series, both with the following main characteristics:

  • preferential right to a fixed annual gross dividend of EUR 6.37 per share, capped at this amount and non cumulative;
  • preferential right in the event of liquidation to a distribution equal to the issue price of these shares, capped at this amount;
  • option for the holder to convert his preferred shares into ordinary shares from the fifth anniversary of their issue date (01.05.2009), in the ratio of one ordinary share for one preferred share;
  • option for a third party designated by Cofinimmo (for example one of its subsidiaries) to purchase in cash and at their issue price, as from the 15th anniversary of their issue (2019), the preference shares which have not yet been converted;
  • the preference shares were registered and listed on the First Market of Euronext Brussels and carried the same voting rights as the ordinary shares.

The first series of preference shares was issued at 107.89 EUR and the second at 104.40 EUR per share. The par value of both series was 53.33 EUR per share.

Shares held by the group: as at 31.12.2020, the group held 45,084 ordinary shares as treasury stock (31.12.2019: 50,691) (see table on the previous page).

In accordance with the law of 14.12.2005 on the abolition of bearer shares, as amended by the law of 21.12.2013, the company proceeded with the sale of the physical securities still outstanding and received a report from its auditor certifying the conformity of the procedure implemented for this sale.

AUTHORISED CAPITAL

For more information, see chapter 'Corporate governance statement'.

Note 21. Goodwill

PUBSTONE

Cofinimmo's acquisition in two stages (31.10.2007 and 27.11.2008) of 89.90% of the shares of Pubstone Group SA/NV (formerly Express Properties SA/NV) (see page 31 of the 2008 annual financial report) generated for Cofinimmo a goodwill resulting from the positive difference between the acquisition cost and Cofinimmo's share in the fair value of the net asset acquired. More specifically, this goodwill results from:

  • the positive difference between the conventional value offered for the property assets at the acquisition (consideration of the price paid for the shares) and the fair value of these property assets (being expressed after deduction of the transfer rights standing at 10.0% or 12.5% in Belgium and at 6.0% in the Netherlands);
  • the deferred tax corresponding to the theoretical assumption required under IAS/IFRS of an immediate disposal of all the properties at the closing date. A tax rate of respectively 34% and 25% for the assets located in Belgium and in the Netherlands has been applied to the difference between the tax value and the market value of the assets at the acquisition.
(x 1,000 EUR) Pubstone
Belgium
Pubstone
Netherlands
Total
COST
AT 01.01.2020 100,157 39,250 139,407
AT 30.06.2020 100,157 39,250 139,407
WRITEDOWNS
AT 01.01.2020 64,030 18,430 82,460
Writedowns recorded from 01.01 until 30.06 5,520 4,600 10,120
AT 30.06.2020 69,550 23,030 92,580
BOOK VALUE
AT 01.01.2020 36,127 20,820 56,947
AT 30.06.2020 30,607 16,220 46,827
COST
AT 01.07.2020 100,157 39,250 139,407
AT 31.12.2020 100,157 39,250 139,407
WRITEDOWNS
AT 01.07.2020 69,550 23,030 92,580
Writedowns recorded from 01.07 until 31.12 0 0 0
AT 31.12.2020 69,550 23,030 92,580
BOOK VALUE
AT 01.07.2020 30,607 16,220 46,827
AT 31.12.2020 30,607 16,220 46,827

IMPAIRMENT TEST

During the 2020 financial year, the goodwill was subject to two impairment tests. In accordance with the recommendations made by ESMA in its public announcement ESMA32-63-972 of 20.05.2020 on the implications arising from COVID-19 on the half-yearly financial statements, Cofinimmo has exceptionally carried out an impairment test on the goodwill at 30.06.2020. A second test was then carried out, as usual, at the close of the 2020 financial year.

In terms of methodology, these two tests were conducted in a similar way. The goodwill subject to impairment tests (executed on the groups of properties to which it was allocated per country), by comparing the fair value of the properties plus the goodwill to their value in use as at 30.06.2020 and then as at 31.12.2020.

The fair value of the buildings is the value of the portfolio as established by the independent real estate valuers. This fair value is established using three valuation methods: the ERV (estimated rental value) capitalisation approach, the expected cash flow approach (projection of cash flows) and the residual valuation approach. To carry out the calculation, the independent real estate valuers take as main assumptions the indexation rate, the capitalisation rate and the buildings' estimated end-of-lease disposal value. These assumptions are based on market observations in order to take into account investors' expectations, particularly regarding revenue growth and market risk premium (for further information, see the report of the independent real estate valuers).

The value in use is established by the group according to expected future net cash flows based on the rents stipulated in the tenants' leases, the expenses to maintain and manage the property portfolio as well as the expected gains from disposals. The main assumptions are the indexation rate, the discount rate, an attrition rate (number of buildings and corresponding volume of revenues for which the tenant will terminate the lease, year after year) as well as the buildings' end-of-lease disposal value. These assumptions are based on the group's knowledge of its own portfolio. The average return required on its shareholders' equity and borrowed capital is used as the discount rate.

Given the different methods used to calculate the fair value of the buildings as established by the independent real estate valuers and the value in use as established by the group, as well as the fact that the assumptions used to calculate each of these may differ, the two values may not be the same and the differences can be justified.

a) Assumptions used in the calculation of the value in use of Pubstone

A projection of future net cash flows was prepared for the remaining duration of the lease bearing on the rents less the maintenance costs, investments and operating expenses, as well as the proceeds from asset disposals.

During this remaining period, an attrition rate is taken into account based on the terms of the lease signed with AB InBev. The buildings vacated are assumed to have all been sold. At the end of the lease, a residual value is calculated.

b) Impairment test at 30.06.2020

At 30.06.2020, the result of this test (illustrated in the table below) led to an impairment of 5,520 KEUR on the goodwill of Pubstone Belgium and of 4,600 KEUR on the goodwill of Pubstone Netherlands. During the first half of 2020, the fair value of the Pubstone Belgium recorded a negative change of 166 KEUR, whereas the fair value of Pubstone Netherlands recorded a positive change of 179 KEUR.

In terms of assumptions, the sale price of the properties and the residual value were based on the average value of the portfolio per m² assigned by the expert as at 30.06.2020, indexed at 1.0% (2019: 1.2%) per year. Since 2015, as a precautionary measure, no margin on the expert's value is taken in the cash flow projection.

The indexation considered on these cash flows was 1.0% for Pubstone Belgium and Pubstone Netherlands. In 2019, the indexation was 1.4% for Pubstone Belgium and Pubstone Netherlands.

The discount rate used at 30.06.2020 amounts to 5.02% (2019: 5.14%).

Impairment of goodwill at 30.06.2020

(x 1,000 EUR)
Building group Goodwill
at 01.01.2020
Net book
value1
Value in use Impairment Goodwill
at 30.06.2020
Pubstone Belgium 36,127 329,261 323,741 -5,520 30,607
Pubstone Netherlands 20,820 162,267 157,667 -4,600 16,220
TOTAL 56,947 491,528 481,409 -10,120 46,827

Sensitivity analysis of the value in use when the main changes of the impairment test at 30.06.2020 vary

Change in the value in use
Building group Change in
inflation
Change in
discount rate
+0.50% -0.50% +0.50% -0.50%
Pubstone Belgium 5.38% -5.07% -4.82% 5.16%
Pubstone Netherlands 5.31% -5.01% -4.68% 5.01%

Sensitivity analysis of the impairment when the main changes of the impairment test at 30.06.2020 vary

Change in the impairment2
(x 1,000 EUR)
Building group Impairment
loss recognised
Change in
inflation
Change in
discount rate
+0.50% -0.50% +0.50% -0.50%
Pubstone Belgium -5,520 0 -21,947 -21,119 0
Pubstone Netherlands -4,600 0 -12,503 -11,989 0
TOTAL -10,120
  1. Including goodwill.

  2. The value of 0 has been indicated when the value in use is higher than the net book value.

An impairment test (illustrated in the table below) was also performed as at 31.12.2020 and did not lead to an additional impairment on the goodwill of either Pubstone Belgium or Pubstone Netherlands. It should be noted that during the 2020 financial year, the fair value of Pubstone Belgium had a positive change of 2,103 KEUR, while the fair value of Pubstone Netherlands had a negative change of 1,948 KEUR (as a result of the increase in the registration fee rate in the Netherlands, going from usually 6% to 8% from 01.01.2021).

In terms of assumptions, the sale price of the properties and the residual value were based on the average value of the portfolio per m² assigned by the expert as at 31.12.2020, indexed at 1.3% (2019: 1.2%) per year. Since 2015, as a precautionary measure, no margin on the expert's value is taken in the cash flow projection.

The indexation considered on these cash flows was 1.3% for Pubstone Belgium and Pubstone Netherlands. In 2019, the indexation was 1.4% for Pubstone Belgium and Pubstone Netherlands.

The discount rate used amounts to 4.37% (2019: 5.14%).

Impairment of goodwill at 31.12.2020

(x 1,000 EUR)
Building group Goodwill
at 01.07.2020
Net book
value1
Value in use Impairment Goodwill
at 31.12.2020
Pubstone Belgium 30,607 326,030 355,019 0 30,607
Pubstone Netherlands 16,220 155,194 174,059 0 16,220
TOTAL 46,827 481,224 529,079 0 46,827

Sensitivity analysis of the value in use when the main changes of the impairment test at 31.12.2020 vary

Change in the value in use
Building group Change in
inflation
Change in
discount rate
+0.50% -0.50% +0.50% -0.50%
Pubstone Belgium 5.13% -4.85% -4.89% 5.23%
Pubstone Netherlands 4.96% -4.69% -4.70% 5.02%

Sensitivity analysis of the impairment when the main changes of the impairment test at 31.12.2020 vary

Change in the impairment2
(x 1,000 EUR)
Building group Impairment loss
recognised
Change in
inflation
Change in
discount rate
+0.50% -0.50% +0.50% -0.50%
Pubstone Belgium 0 0 0 0 0
Pubstone Netherlands 0 0 0 0 0
TOTAL 0
  1. Including goodwill.

  2. The value of 0 has been indicated when the value in use is higher than the net book value.

Note 22. Investment property
-- ------------------------------ --
(x 1,000 EUR) Properties
available for
rent
Development
projects
Assets held for
own use
Total
AT 01.01.2019 3,583,014 103,836 7,352 3,694,202
Investments 15,017 33,890 0 48,907
Acquisitions 449,083 19,544 0 468,627
Transfers from/to properties available for rent and assets held for
sale
-15,437 0 0 -15,437
Transfers from/to development projects and properties available
for rent
18,511 -18,511 0 0
Sales/Disposals (fair value of assets sold/disposed of) -43,763 -39,568 0 -83,331
Writeback of lease payments sold and discounted 8,784 0 0 8,784
Changes in the fair value 74,427 22,450 -106 96,771
AT 31.12.2019 4,089,636 121,640 7,246 4,218,523
Investments 27,100 31,458 32 58,590
Acquisitions 527,920 77,983 0 605,903
Transfer from/to properties available for lease and assets held for
sale
-7,007 0 0 -7,007
Transfers from/to development projects and properties available
for rent
96,142 -96,142 0 0
Sales/Disposals (fair value of assets sold/disposed of) -6,210 0 0 -6,210
Writeback of lease payments sold and discounted 9,444 0 0 9,444
Changes in the fair value -10,681 -2,120 -861 -13,662
AT 31.12.2020 4,726,343 132,819 6,418 4,865,5811

The fair value of the portfolio, as determined by the independent real estate valuers, reaches 4,868,901 KEUR at 31.12.2020.

It includes investment properties for 4,865,581 KEUR and assets held for sale for 3,320 KEUR.

FAIR VALUE OF INVESTMENT PROPERTIES

Investment properties are recognised at fair value using the fair value model in accordance with IAS 40. This fair value is the price at which a property could be exchanged between knowledgeable and willing parties in normal competitive conditions. It is determined by the independent real estate valuers in a two-step approach.

In the first stage, the valuers determine the investment value of each property (see methods below).

In a second stage, the valuers deduct from the investment value an estimated amount for the transaction costs that the buyer or seller must pay in order to carry out a transfer of ownership. The investment value less the estimated transaction costs (transfer rights) is the fair value within the meaning of IAS 40.

In Belgium, the transfer of ownership of a property is subject to the payment of transfer rights. The amount of these rights depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of rights to be paid, are only known once the transfer has been completed.

The range of methods for the major types of property transfer and corresponding rights include:

• sale contracts for property assets: 12.5% for properties located in the Brussels-Capital Region and in the Walloon Region, 10.0% for properties located in the Flemisch Region;

  • sale of property assets under the rules governing estate traders: 4.0% to 8.0%, depending on the Region;
  • leasehold agreement for property assets (up to 50 years for building leases and up to 99 years for leasehold): 2.0%;
  • sale contracts for property assets where the purchaser is a public body (e.g. an entity of the European Union, the Federal Government, a regional government or a foreign government): tax exemption;
  • contributions in kind of property assets against the issue of new shares in favour of the contributing party: tax exemption;
  • sale contracts for shares of a real estate company: no taxes;
  • mergers, splits and other forms of company restructuring: no taxes, etc.

  • Including the fair value of the investment properties, for which receivables have been assigned, amounting to 142,463 KEUR.

The effective rate of the transfer right therefore varies from 0% to 12.5%, whereby it is not possible to predict which rate would apply to the transfer of a given property before that transfer has effectively taken place.

Historically, in January 2006, the independent real estate valuers1 who carry out the periodic valuation of the Belgian RECCs' assets were asked to compute a weighted average transaction cost percentage to apply on the RECC's property portfolios, based on supporting historical data. For transactions concerning properties with an overall value exceeding 2.5 million EUR, given the range of different methods for property transfers (see above), the valuers have calculated that the weighted average transfer tax comes to 2.5%.

During 2016, the same real estate valuers have revaluated this percentage thoroughly based on recent transactions. As a result of this revaluation, the weighted transfer tax is maintained at 2.5%.

For transactions concerning properties located in Belgium with an overall value of less than 2.5 million EUR, transaction costs of between 10.0% and 12.5% apply, depending on the Region in which the property is located.

At 01.01.2004 (date of transition to IAS/IFRS), the transaction costs deducted from the investment value of the property portfolio amounted to 45.5 million EUR and were recorded under a separate equity item entitled 'Impact on the fair value of estimated transaction costs and transfer rights resulting from the hypothetical disposal of investment properties'.

The 2.5% transaction costs have been applied to the subsequent acquisitions of buildings. At 31.12.2020, the difference between the investment value and the fair value of the global portfolio amounted to 213.2 million EUR or 7.88 EUR per share.

It is worth noting that the average gain in relation to the investment value realised on the disposals of assets operated since the changeover to the RECC regime in 1996 stands at 9.08%. Since that date, Cofinimmo has undertaken 325 asset disposals for a total of 2,107.4 million EUR. This added value would have been 9.77% if the deduction of transaction costs and transfer rights had been recognised as from 1996.

The transfer rights applied to the buildings located outside Belgium differ as follows:

  • •for transactions relating to healthcare real estate in France, 6.20% or 6.90% of purchase costs are withheld depending on the department in which the asset is situated and 1.80% for assets less than five years old. An additional tax of 0.60% is applied to transfer duties for assets in Île-de-France;
  • •for property of distribution networks situated in France, 6.90% of purchase costs are withhelded for assets located in the departments included in the list published by the Directorate-General for Public Finance (Direction générale des Finances publiques) on 01.06.2017. For all assets in all other departments, a purchase cost of 6.20% was withheld from the purchase price. An additional tax of 0.60% is applied to the transfer duties applicable to commercial buildings in Île-de-France;
  • •the transfer rights applied to healthcare real estate in the Netherlands depend on the last purchase date, the type of building (residential, commercial, etc.) and the type of ownership. They went from usually 6% to 8% as at 01.01.2021. This rate of 8% was taken into account by the independent real estate valuers to determine the fair value at 31.12.2020;
  • •for healthcare real estate in Germany, the transfer rights depend on the Land in which the asset is located; they usually vary between 3.5% and 6.5%;
  • •for healthcare real estate in Spain, the transfer rights depend on the region in which the asset is located: they usually vary between 1% and 3% and usually include registration fees, notary fees and fees for land or business registries;
  • •for healthcare real estate in Finland, the transfer rights depend on the type of building (residential, commercial, etc.) and the type of ownership. They usually vary between 2% and 4%.

  • Cushman & Wakefield, de Crombrugghe & Partners, Winssinger & Associés, Stadim and Troostwijk-Roux.

DETERMINATION OF THE VALUATION LEVEL OF THE FAIR VALUE OF INVESTMENT PROPERTIES

The fair value of investment properties on the balance sheet results exclusively from the portfolio's valuation by independent real estate valuers.

To determine the fair value of investment properties, the nature, characteristics and risks of these properties, as well as available market data, were examined.

Because of the state of market liquidity and the difficulty to find unquestionably comparable transaction data, the level of valuation, within the meaning of IFRS 13, of the fair value of the Cofinimmo buildings is 3, and this for the entire portfolio.

Determination of the valuation level of the fair value of investment properties

(x 1,000 EUR) 31.12.2020 31.12.2019
Asset category1 Level 3 Level 3
Healthcare real estate 2,882,091 2,387,509
Belgium 1,454,699 1,212,543
France 392,690 380,410
Netherlands 339,030 272,870
Germany 597,150 491,900
Spain 22,850 0
Finland 0 0
Healthcare real estate under development 75,672 29,785
Offices 1,438,863 1,297,847
Antwerp 66,520 68,564
Brussels CBD 717,308 517,963
Brussels Decentralised 347,602 359,554
Brussels Periphery/ Satellites 104,567 113,872
Other regions 145,718 146,039
Offices under development 57,148 91,855
Property of distribution networks 547,947 561,932
Pubstone Belgium 295,424 294,899
Pubstone Netherlands 138,974 141,073
Cofinimur I 113,550 125,960
TOTAL2 4,868,901 4,247,287

VALUATION METHODS USED

Based on a multi-criteria approach, the valuation methods used by the real estate valuers are the following:

Discounted estimated rental value method

This method involves capitalising the property's estimated rental value by using a capitalisation rate (yield) in line with the real estate market. The choice of the capitalisation rate used depends essentially on the capitalisation rates applied in the property investment market, taking into account the location and the quality of the property and that of the tenant at the valuation date. The rate corresponds to the rate anticipated by potential investors at the valuation date. The determination of the estimated rental value takes into account market data, the property's location, its quality, and, for the healthcare assets, the number of beds and, if available, the tenant's financial data (EBITDAR).

The resulting value must be adjusted if the current rent generates an operating income above or below the estimated rental value used for the capitalisation. The valuation also takes into account the costs to be incurred in the near future.

  1. The basis for the valuations resulting in the fair values can be classified according to IFRS 13 as: - level 1: quoted prices observable in active markets;

  2. level 2: observable data other than the quoted prices included in level 1; - level 3: unobservable data. 2. Including building held for sale for 3,320 KEUR in 2020 and 28,764 KEUR in 2019.

ANNUAL ACCOUNTS

Discounted cash flow method

This method requires an assessment of the net rental income generated by the property on an annual basis during a defined period. This flow is then discounted. The projection period usually varies between 10 and 18 years. At the end of this period, a residual value is calculated using the capitalisation rate on the terminal rental value, which takes into account the building's expected condition at the end of the projection period, discounted.

Market comparables method

This method is based on the principle that a potential buyer will not pay more for the acquisition of a property than the price recently paid on the market for the acquisition of a similar property.

Residual value method

The value of a project is determined by defining what can/will be developed on the site. This means that the purpose of the project is known or foreseeable in terms of quality (planning) and quantity (number of m² that can be developed, future rents, etc.). The value is obtained by deducting the costs to completion of the project from its anticipated value.

Other considerations

If the fair value cannot be determined reliably, the properties are valued at the historical cost. In 2020, the fair value of all properties could be determined reliably so that no building was valued at historical cost.

In the event that the future sale price of a property is known at the valuation date, the properties are valued at the sale price.

For the buildings for which several valuation methods were used, the fair value is the average of the results of these methods.

During the year 2020, there was no transfer between valuation levels 1, 2 and 3 (within the meaning of IFRS 13). In addition, there was no change in valuation methods for the investment properties in 2020.

Changes in the fair value of investment properties, based on unobservable data

(x 1,000 EUR)
Fair value at 01.01.2020 4,247,287
Gains/losses recognised on the income statement -13,696
Acquisitions 605,903
Extensions/Redevelopments 31,458
Investments 27,132
Writeback of lease payments sold 9,444
Sales/Disposals -38,627
Fair value at 31.12.2020 4,868,901

Quantitative information related to the determination of the fair value of investment properties, based on unobservable data (level 3)

The quantitative information in the following tables is taken from the different reports produced by the independent real estate valuers. The figures are extreme values and the weighted average of the assumptions used in the determination of the fair value of investment properties. The lowest discount rates apply to specific situations.

(x 1,000 EUR)
Asset category Fair value
at 31.12.2020
Valuation method Unobservable data1 Extreme values
(weighted average)
at 31.12.2020
Extreme values
(weighted average)
at 31.12.2019
HEALTHCARE
REAL ESTATE
2,882,091
Belgium 1,454,699 Discounted cash flow Estimated rental value (ERV) 62 - 208 (135) EUR/m² 62 - 229 (140) EUR/m²
Discount rate 3.60% - 6.75% (5.10%) 4.00% - 6.60% (5.36%)
Capitalisation rate of the final net ERV 4.70% - 9.60% (7.12%) 5.00% - 9.80% (7.19%)
Inflation rate 1.60% 1.69%
Operating costs 0.00% - 1.00% (0.36%) 0.00% - 1.00% (0.51%)
Occupancy rate
(based on current contracts)
100% 100%
Residual length of current lease
(in years)
11.7 - 26.9 (19.9) 12.7 - 26.5 (19.8)
Number of m² 809 - 20,274 m² (8,018 m²) 809 - 15,327 m² (7,469 m²)
Duration of the initial projection period
(in years)
12 - 27 (19.4) 13 - 27 (18.8)
Capitalisation
of estimated
rental value
Estimated rental value (ERV) 62 - 223 (138) EUR/m² 62 - 229 (143) EUR/m²
Capitalisation rate 3.32% - 6.75% (4.97%) 3.70% - 6.75% (5.24%)
Occupancy rate
(based on current contracts)
100% 100%
Residual length of current lease
(in years)
11.7 - 26.9 (19.7) 12.7 - 26.5 (19.3)
Number of m² 809 - 20,274 m² (8,015 m²) 809 - 20,274 m² (8,105 m²)
France 392,690 Discounted cash flow Estimated rental value (ERV) 53 - 245 (153) EUR/m² 53 - 245 (153) EUR/m²
Discount rate 4.75% - 5.50% (4.77%) 4.75% - 5.50% (4.77%)
Capitalisation rate of the final net ERV 5.00% - 8.00% (6.33%) 5.00% - 8.50% (6.35%)
Inflation rate 0.60% - 1.55% (0.91%) 0.60% - 1.57% (1.01%)
Operating costs 0 0
Occupancy rate
(based on current contracts)
100% 100%
Residual length of current lease
(in years)
0.1 - 10.7 (3.1) 0.2 - 11.7 (4.1)
Number of m² 1,286 - 12,957 m² (5,123 m²) 1,286 - 12,957 m² (5,159 m²)
Duration of the initial projection period
(in years)
1 - 11 (3.6) 1 - 12 (4.4)
Capitalisation
of estimated
rental value
Estimated rental value (ERV) 53 - 316 (163) EUR/m² 53 - 245 (152) EUR/m²
Capitalisation rate 3.95% - 72.76% (7.31%) 3.79% - 32.93% (7.21%)
Occupancy rate
(based oncurrent contracts)
0% - 100% (99.9%) 0% - 100% (99.9%)
Residual length of current lease
(in years)
0.1 - 10.7 (3.1) 0.2 - 11.7 (4)
Number of m² 1,286 - 12,957 m²
(4,863 m²)
1,286 - 12,957 m² (4,940 m²)
Netherlands 339,030 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 59 - 299 (143) EUR/m² 62 - 299 (143) EUR/m²
Capitalisation rate 3.70% - 8.20% (5.05%) 3.80% - 7.50% (5.22%)
Occupancy rate
(based on current contracts)
77% - 100% (99.7%) 78% - 100% (99.6%)
Residual length of current lease
(in years)
1.7 - 25.7 (10.8) 1.5 - 26.7 (10.5)
Number of m² 430 - 16.652 m² (6.537 m²) 430 - 15.693 m² (5.016 m²)

Determination of the valuation level of the fair value of the investment properties

(x 1,000 EUR)
Asset category Fair value
at 31.12.2020
Valuation method Unobservable data1 Extreme values
(weighted average)
at 31.12.2020
Extreme values
(weighted average)
at 31.12.2019
Germany 597,150 Discounted cash flow Estimated rental value (ERV) 16 - 303 (139) EUR/m² 13 - 296 (140) EUR/m²
Discount rate 3.70% - 9.00% (6.25%) 3.65% - 8.55% (6.57%)
Capitalisation rate of the final net ERV 3.00% - 8.50% (5.55%) 3.00% - 8.20% (5.66%)
Inflation rate 1.89% 1.90%
Operating costs 7% - 42% (11%) 7% - 50% (12%)
Occupancy rate
(based on current contracts)
100% 100%
Residual length of current lease
(in years)
13.5 - 27.8 (22.4) 4.3 - 28.8 (23.8)
Number of m² 2,940 - 18,496 m² (7,870 m²) 2,940 - 15,215 m² (7,442 m²)
Duration of the initialprojection period
(in years)
10 - 10 (10) 10
Capitalisation
of estimated
rental value
Estimated rental value (ERV) 16 - 303 (139) EUR/m² 13 - 296 (140) EUR/m²
Capitalisation rate 3.00% - 8.50% (5.55%) 3.00% - 8.15% (5.66%)
Occupancy rate
(based on current contracts)
100% 100%
Residual length of current lease
(in years)
13.5 - 27.8 (22.4) 4.3 - 28.8 (23.8)
Number of m² 2,940 - 18,496 m²
(7,870m²)
2,940 - 15,215 m² (7,442 m²)
Spain 228,500 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 59 - 92 (74) EUR/m² n/a
Capitalisation rate 5.55% - 6.70% (6.26%) n/a
Occupancy rate
(based on current contracts)
100% n/a
Residual length of current lease
(in years)
15 - 29.6 (24.2) n/a
Number of m² 6,100 - 7,870 m² (6,947 m²) n/a
Healthcare real
estate under
development2-3
75,672 Residual
value
Estimated rental value (ERV) 67 - 234 (129) EUR/m² 94 - 154 (128) EUR/m²
Capitalisation rate 4.50% - 5.90% (5.32%) 4.80% - 5.60% (5.36%)
Completion costs n/a4 n/a4
Inflation rate 1.74% - 1.80% (1.76%) 0.00% - 2.00% (1.20%)
Number of m² 810 - 9,762 m² (5,628 m²) 810 - 7,000 m² (4,460 m²)
Residual construction costs (EUR/m²) 77 - 1,901 (935) 9 - 1,355 (539)
Estimated construction period
(in years)
0 - 2.5 (0.9) 0.1 - 1.5 (0.7)
OFFICES 1,438,863
Antwerp 66,520 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 120 - 171 (151) EUR/m² 120 - 170 (154) EUR/m²
Capitalisation rate 4.15% - 8.00% (7.33%) 4.25% - 8.50% (7.48%)
Occupancy rate
(based on current contracts)
85% - 100% (94%) 89% - 100% (96%)
Residual length of current lease
(in years)
1.2 - 4.4 (3) 1.1 - 4.2 (2.0)
Number of m² 61 - 9,403 m² (6,917 m²) 61 - 9,403 m² (6,868 m²)
Long-term vacancy (in months) 3 - 12 (9) 3 - 12 (9)
  1. Net rental income is incorporated in Note 6.

  2. Includes only projects in progress.

  3. Includes also developments in Spain and Finland.

  4. The costs required to complete an investment property are directly related to each project (amounts and stage of completion).

(x 1,000 EUR)
Asset category Fair value
at 31.12.2020
Valuation method Unobservable data1 Extreme values
(weighted average)
at 31.12.2020
Extreme values
(weighted average)
at 31.12.2019
Brussels CBD 717,308 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 155 - 252 (226) EUR/m² 147 - 251 (223) EUR/m²
Capitalisation rate 3.49% - 6.40% (4.48%) 4.25% - 6.75% (5.19%)
Occupancy rate
(based on current contracts)
43% - 100% (95%) 87% - 100% (97%)
Residual length of current lease
(in years)
1.1 - 15.0 (6.7) 0.9 - 10.5 (4.7)
Number of m² 2,932 - 20,322 m²
(11,615 m²)
2,932 - 20,323 m²
(10,862 m²)
Long-term vacancy (in months) 6 - 24 (11) 6 - 18 (10)
Brussels
Decentralised
347,602 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 60 - 193 (152) EUR/m² 63 - 193 (155) EUR/m²
Capitalisation rate 6.00% - 10.00% (7.32%) 6.30% - 11.50% (7.78%)
Occupancy rate
(based on current contracts)
63% - 100% (93%) 56% - 100% (87%)
Residual length of current lease
(in years)
0.7 - 8.3 (3.7) 1.0 - 8.1 (2.9)
Number of m² 2,240 - 25,746 m²
(15,221 m²)
2,240 - 25,746 m²
(14,062 m²)
Long-term vacancy (in months) 9 - 36 (14) 6 - 36 (12)
Brussels
Periphery/
Satellites
104,567 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 66 - 167 (123) EUR/m² 66 - 168 (124) EUR/m²
Capitalisation rate 8.25% - 9.25% (8.59%) 8.25% - 10.50% (8.71%)
Occupancy rate
(based on current contracts)
13% - 100% (77%) 13% - 100% (77%)
Residual length of current lease
(in years)
1.2 - 4.6 (2.7) 0.5 - 5.6 (3.1)
Number of m² 325 - 10,022 m² (5,863 m²) 325 - 10,022 m² (5,842 m²)
Long-term vacancy (in months) 12 - 36 (17) 9 - 36 (15)
Other regions 145,718 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 120 - 280 (140) EUR/m² 120 - 261 (138) EUR/m²
Capitalisation rate 5.25% - 6.35% (5.93%) 5.75% - 6.25% (6.13%)
Occupancy rate
(based on current contracts)
92% - 100% (99.5%) 92% - 100% (99.5%)
Residual length of current lease
(in years)
1.1 - 11 (6.6) 1.6 - 12 (7.3)
Number of m² 1,980 - 19,189 m² (12,681 m²) 1,980 - 19,189 m² (12,749 m²)
Long-term vacancy (in months) 6 - 18 (11) 6 - 18 (11)
Offices under
development2
57,148 Residual
value
Estimated rental value (ERV) 99 - 250 (216) EUR/m² 99 - 250 (199) EUR/m²
Capitalisation rate of the final net ERV 4.50% - 9.35% (5.54%) 3.75% - 9.35% (4.84%)
Completion costs n/a3 n/a3
Inflation rate 1.50% - 1.75% (1.54%) 1.50% - 1.75% (1.54%)
Number of m² 3,735 - 6,915 m² (5,856 m²) 3,735 - 14,263 m² (9,917 m²)
Residual construction costs (EUR/m²) n/a 223 - 528 (441)
Estimated construction period
(in years)
n/a 0.2 - 0.5 (0.4)
    1. Includes only projects in progress.
    1. The costs required to complete an investment property are directly related to each project (amounts and stage of completion).
Asset category Fair value Valuation method Unobservable data1 Extreme values Extreme values
at 31.12.2020 (weighted average)
at 31.12.2020
(weighted average)
at 31.12.2019
PROPERTY OF
DISTRIBUTION
NETWORKS
547,947
Pubstone
Belgium
295,424 Discounted cash flow Estimated rental value (ERV) 18 - 455 (99) EUR/m² 18 - 455 (71) EUR/m²
Discount rate 6.00% 6.10%
Capitalisation rate of the final net ERV 6.56% 6.50%
Inflation rate 1.50% 1.65%
Operating costs 6.20% 6.20%
Occupancy rate
(based on current contracts)
99.7% 99%
Long-term vacancy (% of passing rents) 1.75% 1.75%
Residual length of current lease
(in years)
14.8 14.8
Number of m² 87 - 1,781 m² (495 m²) 87 - 1,781 m² (493 m²)
Duration of the initialprojection period
(in years)
15 15
Capitalisation
of estimated
rental value
Estimated rental value (ERV) 18 - 455 (99) EUR/m² 18 - 455 (71) EUR/m²
Capitalisation rate 4.00% - 9.50% (5.89%) 4.00% - 9.50% (6.01%)
Occupancy rate
(based on current contracts)
99.7% 99%
Residual length of current lease
(in years)
14.8 14.8
Number of m² 87 - 1,781 m² (495 m²) 87 - 1,781 m² (493 m²)
Long-term vacancy (% of passing rents) 1.75% 1.75%
Pubstone
Netherlands
138,974 Capitalisation
of estimated
rental value
Estimated rental value (ERV) 47 - 662 (239) EUR/m² 47 - 662 (212) EUR/m²
Capitalisation rate 3.50% - 11.50% (5.89%) 3.50% - 11.50% (6.22%)
Occupancy rate
(based on current contracts)
99.8% 99.7%
Residual length of current lease
(in years)
14.8 14.8
Number of m² 42 - 698 m² (251 m²) 42,866 m²
Long-term vacancy (% of passing rents) 1.75% 1.75%
Cofinimur I
France
113,550 Discounted cash flow Estimated rental value (ERV) 63 - 519 (174) EUR/m² 75 - 700 (161) EUR/m²
Discount rate 4.75% 4.75%
Capitalisation rate of the final net ERV 3.96% - 14.20% (7.73%) 2.60% - 15.50% (7.82%)
Inflation rate -1.5% - 1.25% (0.63%) 1.78% - 2.00% (1.90%)
Operating costs 0 0
Occupancy rate
(based on current contracts)
100% 98%
Long-term vacancy 0% - 60% 0% - 60%

Residual length of current lease

Duration of the initialprojection period

(in years)

(in years)

0.7 - 9 (3.7) 0.8 - 8.1 (2.9)

1 - 9 (4) 1 - 9 (3)

Number of m² 51 - 1,853 m² (367 m²) 51 - 1,853 m² (369 m²)

(x 1,000 EUR)
Asset category Fair value
at 31.12.2020
Valuation method Unobservable data1 Extreme values
(weighted average)
at 31.12.2020
Extreme values
(weighted average)
at 31.12.2019
Capitalisation of
estimated rental value
Estimated Rental Value (ERV) 60 - 519 (172) EUR/m² 75 - 700 (161) EUR/m²
Capitalisation rate 3.98% - 13.19% (6.55%) 3.57% - 13.19% (5.94%)
Occupancy rate
(based on current contracts)
96% 98%
Residual length of current lease
(in years)
0 - 9 (3.5) 0.8 - 8.1 (2.9)
Number of m² 51 - 1,853 m² (361 m²) 51 - 1,853 m²(369 m²)
Long-term vacancy (percentage of
passing rent)
0% - 60% 0% - 60%
TOTAL 4,868,901

SENSITIVITY OF THE BUILDING'S FAIR VALUE TO CHANGES OF THE UNOBSERVABLE DATA

A 10% increase in the estimated rental value would give rise to an increase in the portfolio's fair value of 361,672 KEUR. A 10% decrease in the estimated rental value would give rise to a decrease in the portfolio's fair value of 362,716 KEUR.

A 0.5% increase in the capitalisation rates would give rise to a decrease in the portfolio's fair value of 377,568 KEUR. A 0.5% decrease in the capitalisation rates would give rise to an increase in the portfolio's fair value of 463,682 KEUR.

A ±0.5% change in the capitalisation rate and a ±10% change in the estimated rental values are reasonably foreseeable.

There are interrelations between the various rates and rental values, as they are partly determined by market conditions. As a general rule, a change in the estimated rental value assumptions (per m² and per year) is accompanied by a change in the capitalisation rates in the opposite direction. This interrelation is not incorporated into the sensitivity analysis.

For investment properties under construction, the fair value is influenced by whether or not the project is complete within the budget and timeframe originally planned for the project.

VALUATION PROCESS

In accordance with the legal provisions, the valuations of properties are performed on a quarterly basis based on the valuation reports prepared by independent and qualified real estate valuers.

The independent real estate valuers are appointed for a period of three years. Their appointment is notified to the FSMA. The selection criteria include market knowledge, reputation, independence and application of professional standards.

The external valuers determine:

  • •whether the fair value of a property can be determined reliably;
  • •which valuation method must be applied to each investment property;
  • •the assumptions made for the unobservable data used in the valuation methods.
  • The hypotheses adopted for the non-observable data:

The DCF method is applied for the healthcare real estate and property of distribution networks segments. For this:

  • •the remaining economic life of the asset is not formally established, but recognised implicitly via the discounting rate and capitalisation rate at departure (exit yield), including a factor for the ageing of the building. In all cases, this remaining economic life is at least equal to the remaining duration of the current lease agreement;
  • •the long-term vacancy (or structural vacancy rate) for buildings intended for nursing and care homes is zero because all these assets are fully leased to one tenant (excluding antennas).
  • The activation method is applied for all segments. For this:
  • •the remaining economic life of the asset is not formally established, but recognised implicitly by the capitalisation rate used, including a factor for the ageing of the building;
  • •the long-term vacancy rate (or structural vacancy rate) is generally zero for all assets in operation in the assessed portfolios. If applicable, some short-term vacancy-related corrections are considered;
  • •the assumptions used for the valuation and any significant changes in value are discussed quarterly between management and the valuers. Other outside sources are also examined.

1. Net rental income is incorporated in Note 6.

The management considers the current use of the investment properties recognised at fair value on the balance sheet to be optimal taking into account the possibilities on the rental market and their technical characteristics.

DISPOSAL OF LEASE RECEIVABLES

On 22.12.2008, the Cofinimmo group sold to a subsidiary of the Société Générale group the usufruct receivables for an initial period of 15 years payable by the European Commission and relating to the Loi/Wet 56, Luxembourg 40 and Everegreen buildings owned by Cofinimmo in Brussels. The usufructs from these three buildings end between December 2020 and April 2022. Cofinimmo retains bare ownership and the indexation part of the receivables from the Luxembourg 40 building was not sold.

On 20.03.2009, the Cofinimmo group sold to a subsidiary of the Société Générale group the usufruct receivables for an initial period of 15 years payable by the European Commission and relating to the Nerviens/Nerviërs 105 building located in Brussels. The usufruct ends in May 2023. Cofinimmo retains bare ownership of the building.

On 23.03.2009, the Cofinimmo group sold to Fortis Banque/Bank 90% of the finance lease receivables payable by the City of Antwerp relating to the fire station. At the end of the financial lease, the building will automatically be transferred to the City of Antwerp for free. The Cofinimmo group also sold on the same date and to the same bank lease receivables payable by the Belgian State relating to the Colonel Bourg/Kolonel Bourg 124 building in Brussels and the Maire 19 building in Tournai/Doornik. Cofinimmo retains ownership of these two buildings.

On 28.08.2009, the Cofinimmo group sold to BNP Paribas Fortis 96% of the lease receivables pertaining to 2011 and the subsequent years relating to the Egmont I and Egmont II buildings located in Brussels. These receivables were bought back on 13.02.2018, prior to the granting of a 99-year leasehold right to these buildings.

The usufructs from the Loi/Wet 56, Luxembourg 40, Everegreen and Nerviens/Nerviërs 105 buildings, as well as the leases related to the Colonel Bourg/Kolonel Bourg 124 and Maire 19 buildings do not qualify as finance leases.

At the time of disposal, the amount levied by the group, resulting from disposal of future rents, has been recorded as a discount of the property value, as far as the disposal of rents is effective against third parties and, as a consequence, the property market value had to be deducted from the amount of future lease payments sold (see Note 2: Significant accounting methods, I. Leases, I. The group as lessor, C. Sale of future lease payments under a long lease not qualifying as a finance lease).

Although neither specifically foreseen nor forbidden under IAS 40, the writeback of the gross value of the properties, that of the residual value of the future receivables or lease payments sold allows, in the opinion of Cofinimmo's board of directors, an exact and fair presentation of the value of the properties in the consolidated balance sheet at the time of disposal of the rents. The gross value of the properties corresponds to the independent real estate valuer's valuation of the properties, as required by article 47 § 1 of the law of 12.05.2014 relating to regulated real estate companies.

In order to benefit from nominal rents, the sold receivables not terminated at the moment should be repurchased at their present value from the assignee bank. The actual redemption value of these non-terminated receivables can differ from their present value established at the moment of disposal, due to basic interest rates' evolution, applied margins on these rates, and expected inflation, as such possibly having an impact on the future rents' indexation.

(x 1,000 EUR) 2020 2019
Properties available for rent -10,681 58,231
Development projects -2,120 20,944
Assets held for own use -861 -106
Assets held for sale -34 0
TOTAL -13,696 79,069

Note 23. Breakdown of the changes in the fair value of investment properties

This section includes the changes in fair value of investment properties and assets held for sale.

Note 24. Intangible assets and other tangible assets

(x 1,000 EUR) Intangible assets Other tangible assets
2020 2019 2020 2019
AT 01.01 935 922 1,278 810
Acquisitions 1,558 270 805 1,129
IT software 1,558 270
Office fixtures and fittings 340 164
Right to use according to IFRS 16 466 966
Depreciation -321 -257 -649 -659
IT software -321 -257
Office fixtures and fittings -283 -286
Right to use according to IFRS 16 -366 -372
Disposals 0 0 0 -2
Office fixtures and fittings -2
AT 31.12 2,172 935 1,434 1,278

The intangible assets and other tangible assets are exclusively assets held for own use. The depreciation rates used depend on the duration of the economic life:

•fixtures: 10% to 12.5%;

•IT hardware: 25% to 33%;

•IT software: 25%.

However, software depreciation can be spread over a longer period of time corresponding to the likely useful life and according to the consumption pattern of the economic benefits associated with the asset.

Note 25. Financial instruments

A. CATEGORIES AND DESIGNATION OF FINANCIAL INSTRUMENTS

IFRS 9 defines three main categories in terms of classification of financial assets and liabilities, i.e. designated at fair value by means of the net result, mandatory measured at fair value by means of the net result and measured at amortised cost. IFRS 9 also defines two other classification categories: designated at fair value through other comprehensive income and measured at fair value through other comprehensive income. With the exception of the convertible bond, which is designated at fair value partly through income statement and partly through other elements of comprehensive income, these categories do not currently apply to Cofinimmo.

The convertible bond does not qualify in its entirety as an equity instrument. The instrument contains embedded derivatives. In order to facilitate the valuation of this instrument, Cofinimmo has decided to value it at fair value.

Regarding the impairment of financial assets measured at amortised cost, including trade receivables and finance lease receivables, the application of the expected credit loss model in accordance with IFRS 9, has no material impact on Cofinimmo's consolidated financial statements, taking into account the relatively small amounts of trade receivables and finance leases, combined with low credit risk.

(x 1,000 EUR) 31.12.2020
Designated
at fair value
through
the net result
Must be measured
at fair value through
the net result
Financial assets
or liabilities
measured at
amortised cost
Fair value Interests
accured
and
not due
Qualification
of fair values
NON-CURRENT FINANCIAL ASSETS 0 382 105,275 194,616 0
Hedging instruments 0 382 0 382 0
Derivative instruments 0 382 0 382 0 Level 2
Credits and receivables 0 0 105,275 194,234 0
Non-current finance lease receivables 0 0 104,889 193,848 0 Level 2
Trade receivables and other non
current assets
0 0 386 386 0 Level 2
CURRENT FINANCIAL ASSETS 0 0 80,144 82,151 0
Hedging instruments 0 0 0 0 0
Derivative instruments 0 0 0 0 0 Level 2
Credits and receivables 0 0 31,502 33,510 0
Current finance lease receivables 0 0 2,367 4,375 0 Level 2
Trade receivables 0 0 26,023 26,023 0 Level 2
Other 0 0 3,112 3,112 0 Level 2
Cash and cash equivalents 0 0 48,642 48,642 0 Level 2
TOTAL 0 382 185,419 276,767 0
NON-CURRENT FINANCIAL LIABILITIES 1,535 90,046 1,251,822 1,374,323 4,151
Non-current financial debts 1,535 0 1,241,177 1,273,633 4,151
Bonds 0 0 807,466 832,665 3,479 Level 2
Convertible bonds 0 0 0 0 0 Level 1
Mandatory convertible bonds (MCB) 1,535 0 0 1,535 0 Level 2
Lease liability 0 0 697 697 0 Level 2
Credit institutions 0 0 354,599 359,574 380 Level 2
Long-term commercial paper 0 0 69,000 69,746 292 Level 2
Rent guarantees received 0 0 9,417 9,417 0 Level 2
Other non-current financial liabilities 0 90,046 10,644 100,690 0
Derivative instruments 0 90,046 0 90,046 0 Level 2
Other 0 0 10,644 10,644 0 Level 3
CURRENT FINANCIAL LIABILITIES 221,137 206 855,639 1,076,982 121
Current financial debts 221,137 0 815,354 1,036,491 121
Commercial paper 0 0 810,000 810,000 0 Level 2
Bonds 0 0 0 0 0 Level 2
Convertible bonds 221,137 0 0 221,137 121 Level 1
Credit institutions 0 0 5,328 5,328 0 Level 2
Other 0 0 26 26 0 Level 2
Other current financial liabilities 0 206 0 206 0
Derivative instruments 0 206 0 206 0 Level 2
Trade debts 0 0 40,285 40,285 0 Level 2
TOTAL 222,672 90,252 2,107,461 2,451,305 4,272
(x 1,000 EUR) 31.12.2019
Designated
at fair value
through
the net result
Must be measured
at fair value through
the net result
Financial assets
or liabilities
measured at
amortised cost
Fair value Interests
accured
and
not due
Qualification
of fair values
NON-CURRENT FINANCIAL ASSETS 0 2,121 106,667 184,984 0
Hedging instruments 0 2,121 0 2,121 0
Derivative instruments 0 2,121 0 2,121 0 Level 2
Credits and receivables 0 0 106,667 182,864 0
Non-current finance lease receivables 0 0 105,651 181,848 0 Level 2
Trade receivables and other non
current assets
0 0 1,016 1,016 0 Level 2
CURRENT FINANCIAL ASSETS 0 2 60,295 62,117 0
Credits and receivables 0 2 0 2 0
Current finance lease receivables 0 2 0 2 0 Level 2
Trade receivables 0 0 28,727 30,547 0
Other 0 0 2,258 4,078 0 Level 2
Cash and cash equivalents 0 0 23,443 23,443 0 Level 2
TOTAL 0 0 3,026 3,026 0 Level 2
Cash and cash equivalents 0 0 31,569 31,569 0 Level 2
TOTAL 0 2,122 166,962 247,102 0
NON-CURRENT FINANCIAL LIABILITIES 230,221 73,022 651,559 964,817 2,972
Non-current financial debts 230,221 0 640,353 880,590 2,972
Bonds 0 0 315,000 319,267 2,323 Level 2
Convertible bonds 227,871 0 0 227,871 121 Level 1
Mandatory convertible bonds (MCB) 2,350 0 0 2,350 0 Level 2
Lease liability 0 0 596 596 0 Level 2
Credit institutions 0 0 266,353 271,745 287 Level 2
Long-term commercial paper 0 0 50,000 50,357 241 Level 2
Rent guarantees received 0 0 8,404 8,404 0 Level 2
Other non-current financial liabilities 0 73,022 11,206 84,227 0
Derivative instruments 0 73,022 0 73,022 0 Level 2
Other 0 0 11,206 11,206 0 Level 3
CURRENT FINANCIAL LIABILITIES 0 96 904,481 904,876 4,513
Current financial debts 0 0 866,481 866,780 4,513
Commercial paper 0 0 680,750 680,750 0 Level 2
Bonds 0 0 140,000 140,299 4,513 Level 2
Convertible bonds 0 0 0 0 0 Level 1
Credit institutions 0 0 45,706 45,706 0 Level 2
Other 0 0 25 25 0 Level 2
Other current financial liabilities 0 96 0 96 0
Derivative instruments 0 96 0 96 0 Level 2
Trade debts and other current debts 0 0 38,000 38,000 0 Level 2
TOTAL 230,221 73,117 1,556,039 1,869,693 7,485

Monetary and non-monetary changes in financial liabilities

Monetary
changes
Non-monetary changes
(x 1,000 EUR) 31.12.2019 Acquisitions/
Interests
accrued and
not due /
IFRS 16
Changes in
fair value
31.12.2020
NON-CURRENT FINANCIAL LIABILITIES 967,789 603,441 5,656 -198,411 1,378,475
Non-current financial debts 883,562 608,258 1,401 -215,436 1,277,784
Bonds 321,590 496,110 5,045 13,399 836,144
Convertible bonds 227,992 0 0 -227,992 0
Mandatory Convertible Bonds (MCB) 2,350 0 0 -814 1,535
Lease liability 596 -365 466 0 697
Credit institutions 272,031 88,245 94 -417 359,954
Long-term commercial paper 50,598 19,000 51 389 70,038
Rental guarantees received 8,404 1,012 0 0 9,417
Other non-current financial debts 84,228 -562 0 17,024 100,690
Derivative instruments 73,022 0 0 17,024 90,046
Other 11,206 -562 0 0 10,644
CURRENT FINANCIAL LIABILITIES 909,389 -48,842 -4,513 221,069 1,077,103
Current financial debts 871,293 -51,127 -4,513 220,959 1,036,612
Commercial paper 680,750 129,250 0 0 810,000
Bonds 144,812 -140,000 -4,513 -299 0
Convertible bonds 0 0 0 221,258 221,258
Credit institutions 45,706 -40,378 0 0 5,328
Other 25 1 0 0 26
Other current financial liabilities 96 0 0 110 206
Derivative instruments 96 0 0 110 206
Trade debts 38,000 2,285 0 0 40,285
TOTAL 1,877,178 554,599 -3,112 22,657 2,455,578

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Some financial instruments (derivative instruments, convertible bonds) are measured at fair value after their initial entry in the balance sheet. The other financial instruments are measured at amortised cost and their fair value is given in the appendix (see table above). The fair value of financial instruments can be presented at three levels (1 to 3). The level allocation depends on the level of observability of the variables used for the evaluation of the instrument, namely:

•the level 1 fair value measurements are those derived from listed prices (unadjusted) in active markets for similar assets or liabilities;

•the level 2 fair value measurements are those established using observable data for the assets or liabilities concerned. These data may be either 'direct' (prices, other than those covered by level 1) or 'indirect' (data derived from prices);

•the level 3 fair value measurements are those that are not based on observable market data for the assets or liabilities in question.

Level 1

The convertible bonds issued by Cofinimmo are subject to a level 1 valuation.

Change in fair value of convertible bonds

(x 1,000 EUR) 2020 2019
At 01.01 227,871 215,727
Change in the fair value resulting from changes in market conditions during the financial year, booked
under the income statement
987 2,213
Change in fair value resulting from changes in credit risk during the financial year, booked under the other
elements of the comprehensive result
-7,721 9,930
At 31.12 221,137 227,871

In September 2016, Cofinimmo repurchased convertible bonds issued in 2013 and at the same time issued new convertible bonds maturing in 2021, which led to the cancellation of the bonds (convertible bonds 2018) and the recognition of new bonds (convertible bonds 2021).

At 31.12.2020, the convertible bond maturing in 2021 has a total fair value of 221,136,771 EUR. If the bond is not converted into shares, the redemption value will amount to 219,320,616 EUR at final maturity.

The methodology used to explain the change in fair value had been adjusted in 2018 to take into account the application of IFRS 9 in order to isolate the market risk from Cofinimmo's own credit risk. The same method was applied to the 2020 results that are published above.

Level 2

All other financial assets and liabilities, namely the derivative financial instruments stated at fair value, are level 2. The fair value of financial assets and liabilities with standard terms and conditions and negotiated on active and liquid markets is determined based on stock market prices. The fair value of 'Trade receivables', 'Trade debts' as well as any other floating-rate debt is close to their book value. Bank debts are primarily in the form of rollover credit facilities. The calculation of the fair value of 'Finance lease receivables' is based on the discounted cash flow method, using a yield curve adapted to the duration of the instruments and that of the derivative financial instruments is obtained through the valorisation tool of the derivative financial instruments available on Bloomberg.

More details on the finance lease receivables can be found in Note 26.

Level 3

Currently, Cofinimmo does not hold any financial instrument meeting the definition of level 3, with the exception of sales options permitted to non-controlling shareholders (see Note 41 for further details). The exercise price of put options granted to non-controlling shareholders is measured at their fair value. This value is determined in particular based on the fair value of the share of the net assets held by these shareholders.

Lease liability

(x 1,000 EUR) 2020 2019
At 01.01 596 966
Change in principal 101 -370
At 31.12 697 596

B. MANAGEMENT OF FINANCIAL RISK

Interest rate risk

Since the Cofinimmo group owns a (very) long-term property portfolio, it is highly probable that the loans financing this portfolio will be refinanced upon maturity by other loans. Therefore, the company's total financial debt is regularly renewed for an indefinite future period. For reasons of cost efficiency, the group's financing policy by debt separates the loan raising (liquidity and margins at floating rates) from the management of interest rates risks and charges (fixing and hedging of future floating interest rates). A part of the funds are borrowed at floating rate.

Breakdown of loans (non-currents and currents) at floating rate and at fixed rate (calculated on their nominal values)

(x 1,000 EUR) 2020 2019
At floating rate 1,150,783 963,750
At fixed rate 1,117,721 748,263
TOTAL 2,268,503 1,712,013

In accordance with its hedging policy, the group hedges at least 50% of its total debt portfolio for at least three years by entering into fixed-rate debts and contracting interest rate derivative instruments for hedging the debt at floating rate.

In the course of 2020, Cofinimmo continued to increase its hedging over a period of ten years. IRS for the years 2025 (100 million EUR), 2026-2027-2028 (350 million EUR), and 2029 (250 million EUR) were subscribed in order to increase the hedging horizon. The main long-term hedging transactions were carried out during the first quarter. In January 2021, Cofinimmo increased its hedging for the years 2026 to 2029 with the subscription of an IRS for 50 million EUR.

In 2020, Cofinimmo also increased its hedging for the coming years with the subscription of caps for 2020 (150 million EUR), 2021 (250 million EUR),and 2022 (350 million EUR) and 2023-2024 (100 million EUR). In January 2021, Cofinimmo subscribed one new cap for 200 million EUR in order to increase its hedging for the years 2021-2022-2023-2024-2025.

The hedging period of minimum three years was chosen to offset the negative effect a time lag between an increase in nominal interest rates, which would increase rental income of indexed leases, on the net result. It is believed that a rise in real interest rates is usually a consequence of a rise in inflation and an upturn in general economic activity, resulting in better rental conditions, which could benefit the net result.

The banks that sign these IRS contracts are generally different from those providing the funds, however the group makes sure that the periods of the interest rate derivatives and the dates at which they are contracted correspond to the renewal periods of its loan contracts and the dates at which their rates are set.

If a derivative instrument hedges an underlying debt contracted at floating rate, the hedge relationship is qualified as a cash flow hedge. If a derivative instrument hedges an underlying debt contracted at fixed rate, it is qualified as a fair value hedge. In accordance with IFRS 9, this is applicable if an efficiency test is performed and a documentation is established to support the hedge. Although the financial instruments, whether issued or held, were used for hedging the interest rate risk, as the group does not designate a relation with a particular risk, these instruments are presented in the accounting category 'Mandatory measured at fair value by means of the net result' under IFRS 9.

Below are the results of a sensitivity study of the impact of changes in interest rates on the net result from core activities. A change in interest rate will impact directly the non-hedged part of the floating debt through an increase or a decrease of interest charges, and indirectly the hedged part in function of the hedging instruments used. A change in interest rate will have as additional consequence a change of the IRS fair value, which will be booked in the income statement.

Summary of the potential effects, on equity and on the income statement, of a 1% change in the interest rate

(x 1,000,000 EUR) 2020 2019
Change Income
statement
Shareholders'
equity
Income
statement
Shareholders'
equity
+1% -0.48 0.00 0.20 0.00
-1% -0.07 0.00 -0.03 0.00

The table above shows that an interest rate increase of 1% would result in a loss of 0.48 million EUR, whereas it would have resulted in a gain of 0.2 million EUR in 2019. Conversely, a loss of 0.07 million EUR would result from a 1% decline of interest rate, whereas it would have led to a loss of 0.03 million EUR in 2019. While the equity is not directly affected by the change of interest rate.

In a context where interest rates are low and negative, the difference between 2019 and 2020, in the event of a rate increase, is mainly explained by the increase, in absolute term, of the costs related to the unhedged debt. As unhedged debt does not benefit from a rate decrease, the impact on the income statement compared to 2019 is insignificant.

Credit risk

In the framework of its activity, Cofinimmo deals with two main counterparties: banks and clients. The group maintains a minimum rating standard for its financial counterparties. Financial counterparties with whom Cofinimmo has liabilities have an external 'investment grade' rating (a minimum BBB-rating according to the rating agency Standard & Poor's). The financial counterparties with whom the group has receivables also have an external 'investment grade' rating. Cofinimmo pursues a policy that is aimed at not maintaining relationships with financial counterparties that do not meet this criterion. While customer risk is mitigated by a diversification of clients and an analysis of their solvency before and during the lease contract.

Price risk

The group is exposed to a price risk linked to the Cofinimmo stock options tied to its convertible bonds. The bond was close to the currency at the end of December 2020. However, given that the economic value of the convertible bond on the secondary market will remain higher than the economic conversion value until maturity, Cofinimmo considers that the risk of conversion before maturity is limited (for more information, see chapter 'Cofinimmo on the stock market' of this document.)

Currency risk

Since 2018, the Cofinimmo group is no longer exposed to currency risks since its whole turnover and expenses are in euros (with the exception of a few suppliers invoicing in other currencies). The financing is also fully insured in euros.

Liquidity risk

The liquidity risk is limited by the diversification of the financing sources and by the refinancing which is generally done at least one year before the maturity date of the financial debt.

Obligation of liquidity for repayments

(x 1,000 EUR) 2020 2019
Between one and two years 523,024 433,662
Between two and five years 173,943 353,340
Beyond five years 871,673 293,661
TOTAL 1,568,641 1,080,663

Long-term undrawn loan facilities

(x 1,000 EUR) 2020 2019
Expiring within one year 0 105,000
Expiring after one year 1,332,125 1,067,000

Collateralisation

As at 31.12.2020, the book value of the pledged financial assets stands at 55,803,211.84 EUR (2019: 54,859,802 EUR). The terms and conditions of the pledged financial assets are detailed in Note 38. During 2020, there were no payment defaults on loan agreements or violations of the terms of these agreements.

Types of derivative financial instruments relating to interest rates

As at 31.12.2020, the group uses IRS and caps (interest rate options with a maximum level of 0%) to hedge its exposure to interest rate risks arising from its operational, financial and investment activity.

Interest Rate Swap (IRS)

An IRS is an interest rate forward contract whereby Cofinimmo exchanges a floating interest rate against a fixed interest rate. The IRS are detailed in the table on the next page.

Caps

258

A cap is an interest rate option whereby, in return for the payment of a one-off premium, Cofinimmo receives a floating interest rate when the latter exceeds a specific threshold (e.g. 0%) during a specific future period. The caps are described in the table on the next page.

Floating-rate loans at 31.12.2020 hedged by derivative financial instruments

As detailed in the table below, the floating-rate debt (1,151 million EUR) is obtained by deducting the elements of the debt that remained at fixed rate from the total debt (2,283 million EUR).

(x 1,000 EUR) 2020 2019
Financial debts 2,283,462 1,744,539
Convertible bonds -221,137 -227,992
Bonds - fixed rate -815,000 -461,836
Bonds convertible into shares (minimum fixed coupon) -2,232 -2,945
Fixed-rate loans -81,260 -63,941
Commercial paper - fixed rate -15,000 -10,000
Other (accounts receivable, rental guarantees received, accrued interests not due) -10,714 -14,075
Debts at floating rate covered by derivate financial instruments 1,138,120 963,750

As explained in the chapter 'Financial resources management', Cofinimmo's financial policy consists in maintaining a debt-to-assets ratio of approximately 45% with partial hedging of its floating-rate debt with hedging instruments (IRS or caps).

At 31.12.2020, Cofinimmo had floating-rate debt in the notional amount of 1,151 million EUR. The amount was hedged against interest rate risk by IRS in the notional amount of 645 million EUR and by caps in the notional amount of 350 million EUR.

In the course of 2020, Cofinimmo continued to increase its hedging over a period of ten years. IRS for the years 2025 (100 million EUR), 2026-2027-2028 (350 million EUR), and 2029 (250 million EUR) were subscribed in order to increase the hedging horizon. The main long-term hedging transactions were carried out during the first quarter. In January 2021, Cofinimmo increased its hedging for the years 2026 to 2029 with the subscription of an IRS for 50 million EUR.

In 2020, Cofinimmo also increased its hedging for the coming years with the subscription of caps for 2020 (150 million EUR), 2021 (250 million EUR),and 2022 (350 million EUR) and 2023-2024 (100 million EUR). In January 2021, Cofinimmo subscribed one new cap for 200 million EUR in order to increase its hedging for the years 2021-2022-2023-2024-2025.

Cofinimmo expects its portfolio to be partially financed by debt, at least from 2020 to 2029. As a result, the company will have an ongoing interest payment, which is the item hedged with the derivative financial instruments held for transaction purposes described above.

Interest rate derivative financial instruments

(x 1,000 EUR)
Period covered by IRS Active /
Forward
Option Exercise
price
Floating
Rate
2020
notional
2020 Active IRS 0.86% 1M -100,000
2020 Active IRS 0.87% 1M -100,000
2020 Active IRS 0.85% 1M -150,000
2021 Active IRS 0.97% 1M -50,000
2021 Active IRS 1.03% 1M -50,000
2021 Active IRS 1.00% 1M -50,000
2022 Forward IRS 1.31% 1M -75,000
2022 Forward IRS 1.32% 1M -75,000
2023-2024-2025 Forward IRS 1.18% 1M -25,000
2023-2024-2025 Forward IRS 1.10% 1M -25,000
2023-2024-2025 Forward IRS 1.15% 1M -50,000
2023-2024-2025 Forward IRS 1.18% 1M -50,000
2020-2021 Active IRS 0.99% 1M -195,000
2023-2024-2025 Forward IRS 1.12% 1M -50,000
2021 Active IRS 0.14% 1M -50,000
2022-2023-2024 Forward IRS 1.70% 1M -100,000
2020-2021 Active IRS 0.93% 1M -100,000
2022-2023-2024 Forward IRS 1.79% 1M -150,000
2022-2023 Forward IRS 0.45% 1M -50,000
2022 Forward IRS 0.24% 1M -50,000
2022-2023-2024 Forward IRS 0.38% 1M -50,000
2023-2024-2025 Forward IRS 0.95% 1M -75,000
2025-2026-2027-2028 Forward IRS 0.91% 1M -100,000
2025-2026-2027-2028 Forward IRS 0.72% 1M -100,000
2023 Forward IRS 0.71% 1M -40,000
2024 Forward IRS 0.96% 1M -40,000
2025 Forward IRS 1.17% 1M -40,000
2023 Forward IRS 0.80% 1M -60,000
2024 Forward IRS 1.05% 1M -60,000
2025 Forward IRS 1.26% 1M -60,000
2023 Forward IRS 0.68% 1M -50,000
2024 Forward IRS 0.93% 1M -50,000
2025 Forward IRS 1.14% 1M -50,000
2023 Forward IRS 0.67% 1M -30,000
2024 Forward IRS 0.92% 1M -30,000
2025 Forward IRS 1.13% 1M -30,000
2023 Forward IRS 0.78% 1M -20,000
2024 Forward IRS 1.03% 1M -20,000
2025 Forward IRS 1.24% 1M -20,000
2026-2027-2028 Forward IRS 0.46% 1M -50,000
2026-2027-2028 Forward IRS 0.44% 1M -50,000
2026-2027-2028 Forward IRS 0.21% 1M -100,000
2026-2027-2028 Forward IRS -0.05% 1M -100,000
2023-2024-2025 Forward IRS 0.96% 1M -90,000
2023-2024-2025 Forward IRS 1.00% 1M -110,000
2026-2027-2028 Forward IRS 0.17% 1M -50,000
2026-2027-2028 Forward IRS 0.17% 1M -50,000
2025-2026-2027-2028-2029 Forward IRS 0.80% 1M -100,000
2026-2027-2028-2029 Forward IRS -0.08% 1M -50,000
2026-2027-2028-2029 Forward IRS 1.16% 1M -100,000
2021-2022 Active IRS 1.89% 1M -150,000
2020 Active CAP 0.00% 1M -200,000
2020 Active CAP 0.00% 1M -150,000
2021-2022 Forward CAP 0.00% 1M -50,000
2022 Forward CAP 0.00% 1M -50,000
2022 Forward CAP 0.00% 1M -50,000
2022 Forward CAP 0.00% 1M -50,000
2021-2022 Forward CAP 0.00% 1M -50,000
2021-2022-2023-2024 Forward CAP 0.00% 1M -100,000
2021 Active CAP 0.00% 1M -50,000

Obligation of liquidity at maturity, related to derivative financial instruments

This table mainly reflects the increase in the debt and, as a result, in hedging (IRS) carried out by Cofinimmo during 2020 on the various maturities shown.

(x 1,000 EUR) 2020 2019
Between one and two years -24,722 -23,025
Between two and five years -47,559 -36,276
Beyond five years -17,776 -7,300
TOTAL -90,058 -66,601

The tables below represent the net positions of assets and liabilities of derivative financial instruments.

Offsetting financial assets and financial liabilities

(x 1,000 EUR) 31.12.2020
Gross amount
of recognised
Gross amounts
of financial
Net amount of
financial assets
Amounts not offset in the statement
of financial position
Net amount
financial assets assets offset in
the statement of
financial position
presented in the
position of the
financial assets
Financial
instruments
Guarantees
received in cash
Financial assets
CAP 382 0 382 0 0 382
IRS 0 0 0 0 0 0
TOTAL 382 0 382 0 0 382
(x 1,000 EUR) 31.12.2020
Gross amount
of recognised
Gross amounts
of financial
Net amount of
financial assets
Amounts not offset in the statement
of financial position
Net amount
financial assets assets offset in
the statement of
financial position
presented in the
position of the
financial assets
Financial
instruments
Guarantees
received in cash
Financial liabilities
IRS 90,252 0 90,252 0 0 90,252
TOTAL 90,252 0 90,252 0 0 90,252

Offsetting financial assets and financial liabilities

(x 1,000 EUR) 31.12.2019
Gross amount
of recognised
Gross amounts
Net amount of
of financial
financial assets
assets offset in
presented in the
the statement of
position of the
financial position
financial assets
Amounts not offset in the statement
of financial position
Net amount
financial assets Financial
instruments
Guarantees
received in cash
Financial assets
CAP 2 0 2 0 0 2
IRS 2,121 0 2,121 0 0 2,121
TOTAL 2,122 0 2,122 0 0 2,122
(x 1,000 EUR) 31.12.2019
Gross amount
of recognised
Gross amounts
of financial
Net amount of
financial assets
Amounts not offset in the statement
of financial position
Net amount
financial assets assets offset in
the statement of
financial position
presented in the
position of the
financial assets
Financial
instruments
Guarantees
received in cash
Financial liabilities
IRS 73,117 0 73,117 0 0 73,117

TOTAL 73,117 0 73,117 0 0 73,117

Summary of derivative financial instruments active at 31.12.2020

(x 1,000 EUR)
Option Period Exercise
price
Floating
rate
2020
notional
Held for trading
IRS 2020 0.86% 1M 100,000
IRS 2020 0.87% 1M 100,000
IRS 2020 0.85% 1M 150,000
IRS 2020 0.99% 1M 195,000
IRS 2020 0.93% 1M 100,000
CAP 2020 0.00% 1M 150,000
CAP 2020 0.00% 1M 200,000

D. MANAGEMENT OF CAPITAL

As a result of article 13 of the royal decree of 13.07.2014 on RRECs, the public RREC must, where the consolidated debt-to-assets ratio exceeds 50% of the consolidated assets, draw up a financial plan accompanied by a time frame, detailing the measures taken to prevent this debt-to-assets ratio from exceeding 65% of the consolidated assets. This financial plan is subject to a special auditor's report confirming that the latter has verified the method for drawing up the plan, namely with regard to its economic bases, and that the figures it contains are coherent with the public RREC's accounts. The annual and half-yearly financial reports must justify the way in which the financial plan has been executed during the period in question and the way in which the RREC intends to execute the plan in the future.

Evolution of the debt-to-assets ratio

As at 31.03.2020, 30.06.2020 and 30.09.2020, the debt-to-assets ratio reached respectively 40.7%, 41.8% and 42.2%, remaining below 50%. On 31.12.2020, the debt-to-assets ratio stood at 46.1%.

Debt-to-assets ratio policy

Cofinimmo's policy is to maintain a debt-to-assets ratio close to 45%. It may repeatedly rise above or fall below the 45% bar without this signalling a change in policy in one or the other direction.

Each year, Cofinimmo prepares a financial plan for the medium term which includes all the financial commitments of the group. This plan is updated during the year when a new important commitment is made. The debt level and its future evolution are calculated with each edition of this plan. Cofinimmo therefore always has a prospective view of this core parameter of its consolidated balance sheet structure to keep the debt-to-assets ratio close to 45%.

Forecast of the debt-to-assets ratio evolution

Cofinimmo's updated financial plan shows that Cofinimmo's consolidated debt-to-assets ratio should not deviate significantly from the 45% level on December 31st of each of the next three years. This forecast nevertheless remains subject to the occurrence of unforeseen events. In this respect, specific reference is made to the chapter 'Risks factors' of this document.

Decision

Cofinimmo's board of directors thus considers that the debt-to-assets ratio will not exceed 65% and that, for the moment, in view of the economic and real estate trends in the segments in which the group is present, the investments planned and the expected evolution of its portfolio, it is not necessary to take additional measures to those contained in the financial plan referred to above.

Note 26. Finance lease receivables

The group has concluded finance leases for several buildings. Given the quality of the tenants (especially the Belgian government) on the one hand, and the low credit risk associated with financial lease receivables (established based on an analysis of historical credit losses) on the other, the model of expected credit losses under IFRS 9 has no material impact on the group.

The group has also granted financings linked to refurbishment works to certain tenants. The average implicit yield of these finance lease contracts amounts to 5.10% for 2020 (2019: 4.98%). During the 2020 financial year, conditional rents (indexations) were recorded as revenues of the period for 0.03 million EUR (2019: 0.03 million EUR).

(x 1,000 EUR) 2020 2019
less than one year 5,514 5,626
more than one year but less than two years 5,447 5,534
more than two years but less than three years 5,630 5,467
more than three years but less than four years 5,349 5,498
more than four years but less than five years 5,296 5,349
more than five years 204,503 206,249
Minimum lease payments 231,738 233,723
Deferred financial income -124,482 -125,815
Discounted value of minimum lease payments 107,256 107,909
Non-current finance lease receivables 104,889 105,651
more than one year but less than two years 2,464 2,423
more than two years but less than three years 2,556 2,457
more than three years but less than four years 2,657 2,556
more than four years but less than five years 2,728 2,657
more than five years 94,484 95,558
Current finance lease receivables 2,367 2,258
less than one year 2,367 2,258

Note 27. Assets held for sale

(x 1,000 EUR) 2020 2019
AT 01.01 28,764 33,663
Disposals -32,417 -20,336
Change in fair value -34 0
Transfer to investment properties 7,007 15,437
AT 31.12 3,320 28,764

All the assets held for sale are investment properties. As at 31.12.2020, these are the Colonel Bourg/Kolonel Broug 122 office building.

Note 28. Current trade receivables

Gross trade receivables

(x 1,000 EUR) 2020 2019
Gross trade receivables which are due but not provisioned 5,353 5,954
Gross trade receivables which are not due 20,317 17,293
Bad and doubtful receivables 696 429
Provisions for the impairment of receivables (-) -343 -233
TOTAL 26,023 23,443

During the financial year ending on 31.12.2020, the group has recognised writedowns on trade receivables of 1,998 KEUR (compared to depreciation of 626 KEUR in 2019). These mainly fit within the framework of point W of Note 2. The board of directors considers that the book value of the trade receivables approximates their fair value.

Given the quality of the tenants on the one hand, and the low credit risk associated with financial lease receivables (established based on an analysis of historical credit losses) on the other, the model of expected credit losses under IFRS 9 has no material impact on the group.

Gross trade receivables which are due but not provisioned

(x 1,000 EUR) 2020 2019
Due under 60 days 2,079 3,254
Due within 60 to 90 days 497 218
Due beyond 90 days 2,777 2,482
TOTAL 5,353 5,954

Provisions for doubtful debts

(x 1,000 EUR) 2020 2019
AT 01.01 233 983
Use -1,888 -124
Provisions charged to the income statement 2,017 47
Writebacks credited to the income statement -19 -673
AT 31.12 343 233

Note 29. Tax receivables and other current assets

(x 1,000 EUR) 2020 2019
Taxes 38,713 29,814
Taxes 19,685 10,928
Regional taxes 5,594 4,659
Withholding taxes 13,434 14,227
Other 7,891 7,824
TOTAL 46,605 37,639

Note 30. Deferred charges and accrued income – assets

(x 1,000 EUR) 2020 2019
Outstanding income from property 1,120 2,487
Rent-free periods and incentives granted to tenants to be spread 2,821 2,517
Prepaid property charges 26,977 29,753
Prepaid interests and other financial charges 2,152 2,555
TOTAL 33,069 37,311

Note 31. Provisions

(x 1,000 EUR) 2020 2019
AT 01.01 24,176 22,447
Provisions charged to the income statement 2,347 1,598
Accretion of provisions charged to the income statement 1,296 0
Uses -1,452 -884
Provision writebacks credited to the income statement -1,008 1,016
AT 31.12 25,359 24,176

The provisions of the group (25,360 KEUR) can be separated into two categories:

•contractual provisions defined according to IAS 37 as loss-making contracts. Cofinimmo has committed to provide maintenance for several buildings as well as works vis-à-vis tenants, with a total cost of 22,236 KEUR (2019: 20,191 KEUR).

•legal provisions to face its potential commitments vis-à-vis tenants or third parties for 3,123 KEUR (2019: 3,985 KEUR).

These provisions correspond to the discounted future payments considered as likely by the board of directors.

Note 32. Deferred taxes

(x 1,000 EUR) 2020 2019
Exit Tax 0 0
Deferred taxes 45,064 43,969
Property of distribution networks in the Netherlands 29,032 29,741
Pubstone Properties 29,032 29,741
Healthcare real estate in France 7,937 7,946
Cofinimmo's branch office 7,937 7,946
Healthcare real estate in Germany 8,095 6,282
TOTAL 45,064 43,969

The deferred taxes of the Dutch subsidiary Pubstone Properties BV as well as the subsidiary having at least one asset in Germany correspond to the taxation, at a rate of respectively 25% and 15.825%, of the difference between the investment value of the assets, less registration rights, at their tax value.

Since 2014, the Cofinimmo's French branch is subject to a new tax ('Withholding tax on benefits realised in France by foreign entities'). A provision for deferred taxes had to be established.

Note 33. Trade debts and other current debts

(x 1,000 EUR) 2020 2019
Trade debts 40,285 38,000
Other current debts 86,351 74,435
Exit Tax 6,275 0
Taxes, social charges and salaries debts 51,989 49,650
Taxes 49,922 47,289
Social charges 253 657
Salaries debts 1,814 1,704
Other 28,087 24,785
Dividend coupons 2,506 2,174
Provisions for withholding taxes and other taxes 15,138 12,598
Miscellaneous 10,443 10,012
TOTAL 126,637 112,435

Note 34. Accrued charges and deferred income – liabilities

(x 1,000 EUR) 2020 2019
Rental income received in advance 19,439 12,303
Interests and other charges accrued and not due 3,314 2,534
Other 82 0
TOTAL 22,834 14,837

Note 35. Non-cash charges and income

(x 1,000 EUR) 2020 2019
Charges and income related to operating activities 24,243 -54,998
Changes in the fair value of investment properties 13,696 -79,069
Writebacks of lease payments sold and discounted -9,444 -8,784
Movements in provisions and stock options 1,315 1,999
Depreciation/Writedowns (or writebacks) on intangible and tangible assets 970 916
Exit tax 2,315 378
Deferred taxes 49 366
Goodwill impairment 10,120 14,609
Rent-free periods -304 256
Minority interests -3,588 5,674
Other1 9,114 8,656
Charges and income related to financing activities 22,094 23,091
Changes in the fair value of financial assets and liabilities 22,756 23,765
Other -662 -674
TOTAL 46,337 -31,908
  1. The amounts correspond to the difference between the price paid, plus incidental expenses, and the share in the revalued net assets of the acquired companies.

Note 36. Changes in working capital requirements

(x 1,000 EUR) 2020 2019
Movements in asset items -11,898 -23,832
Trade receivables -3,891 1,326
Tax receivables -7,624 -7,772
Other short-term assets -3,128 -8,740
Deferred charges and accrued income 2,746 -8,646
Movements in liability items 13,432 17,101
Trade debts 2,537 9,068
Taxes, social charges and salaries debts 126 12,075
Other current debts 1,817 -3,557
Accrued charges and deferred income 8,952 -485
TOTAL 1,534 -6,731

Note 37. Evolution of the portfolio per segment during the financial year

The tables below show the movements of the portfolio per segment during the 2020 financial year in order to detail the amounts included on the statement of cash flows.

The amounts related to properties and included on the statement of cash flows and in the tables below are shown in investment value.

ACQUISITIONS OF INVESTMENT PROPERTIES

Acquisitions made during a financial year can be realised in four ways:

  • •acquisition of the property directly against cash, shown under the item 'Acquisitions of investment properties' of the statement of cash flows;
  • •acquisition of the property against shares, these transactions are not included in the cash flow statement as they do not generate cash flow;
  • •acquisition of the company owning the property against cash, shown under the item 'Acquisitions of consolidated subsidiaries' of the statement of cash flows for the amount of the shares bought;
  • •acquisition of the company owning the property against shares, these transactions are not included in the cash flow statement as they do not generate cash flow.
(x 1,000 EUR) Healthcare real estate Property of
distribution
networks
Total
Belgium France Netherlands Germany Spain Finland
Properties
available for
rent
Direct
properties
4,980 0 46,232 54,933 23,614 0 6,190 0 135,949
Properties
against shares
0 0 0 0 0 0 0 0 0
Companies
against cash
123,605 26,130 0 44,418 0 0 94,942 0 289,095
Companies
against shares
104,695 0 0 0 0 0 0 0 104,695
Subtotal 233,280 26,130 46,232 99,351 23,614 0 101,132 0 529,740
Development
projects
Direct
properties
0 0 3,195 0 24,241 0 0 0 27,437
Properties
against shares
0 0 0 0 0 0 0 0 0
Companies
against cash
0 0 0 0 0 10,546 40,000 0 50,546
Subtotal 0 0 3,195 0 24,241 10,546 40,000 0 77,983
TOTAL 233,280 26,130 49,428 99,351 47,855 10,546 141,132 0 607,723

The amount of 163,386 KEUR booked on the statement of cash flows under the heading 'Acquisitions of investment properties' comprises the sum of the direct property acquisitions.

EXTENSIONS OF INVESTMENT PROPERTIES

Extensions of investment properties are financed in cash and are shown under the item 'Extensions of investment properties' of the statement of cash flows.

(x 1,000 EUR) Healthcare real estate Property of
distribution
networks
Total
Belgium France Netherlands Germany Spain Finland
Development projects 19 0 5,872 0 19,507 1,471 4,590 0 31,458
TOTAL 19 0 5,872 0 19,507 1,471 4,590 0 31,458
Amount paid in cash 19 0 7,022 0 15,966 0 10,544 0 33,550
Change in provisions 0 0 -1,150 0 3,541 1,471 -5,954 0 -2,092
TOTAL 19 0 5,872 0 19,507 1,471 4,590 0 31,458

INVESTMENTS IN INVESTMENT PROPERTIES

Investments in investment properties are financed in cash and are shown under the item 'Investments in investment properties' of the statement of cash flows.

(x 1,000 EUR) Healthcare real estate Property of
distribution
networks
Total
Belgium France Netherlands Germany Spain Finland
Properties available for rent 1,581 11 10,401 6,974 9 0 4,208 3,916 27,100
Assets held for own use 0 0 0 0 0 0 32 0 32
TOTAL 1,581 11 10,401 6,974 9 0 4,240 3,916 27,132
Amount paid in cash 1,664 1 13,376 7,202 5 0 6,564 5,049 33,859
Change in provisions -83 10 -2,975 -228 5 0 -2,323 -1,133 -6,728
TOTAL 1,581 11 10,401 6,974 9 0 4,240 3,916 27,132

DISPOSALS OF INVESTMENT PROPERTIES

The amounts shown on the statement of cash flows under the item 'Disposals of investment properties' represent the net price received in cash from the buyer.

This net price consists of the net book value of the property at 31.12.2019 and the net gain or loss realised on the disposal after deduction of the transaction costs.

(x 1,000 EUR) Healthcare real estate Offices Property of
distribution
networks
Total
Belgium France Netherlands Germany Spain Finland
Investment properties
Net book value 0 0 0 0 0 0 0 6,210 6,210
Result on the disposal ofassets 23 2 0 0 0 0 1,008 2,066 3,099
Net sale price received 23 2 0 0 0 0 1,008 8,276 9,310
Assets held for sale
Net book value 0 0 0 0 0 0 32,417 0 32,417
Result on transfer of assets 0 0 0 0 0 0 1,483 0 1,483
Net sale price received 0 0 0 0 0 0 33,900 0 33,900
TOTAL 23 2 0 0 0 0 34,908 8,276 43,210

Note 38. Contingent rights and liabilities

IN THE CONTEXT OF DISPOSAL OF RECEIVABLES

  • •With regard to the assignment of lease receivables relating to the lease concluded with the Buildings Agency (Belgian Federal State) for the courthouse of Antwerp, the balance of the receivables not assigned has been pledged in favour of a bank, under certain conditions. Cofinimmo furthermore granted a tracker mortgage and a mortgage mandate on the plot of land (in accordance with article 41 of the law of 12.05.2014). With regard to the transfer of the finance lease debt vis-à-vis Justinvest Antwerpen SA/NV to an external trustee (JPA Properties SPRL/BVBA administered by Intertrust Belgium) concerning the construction cost of the courthouse of Antwerp, the liquidities transferred to JPA have been pledged in favour of Cofinimmo SA/NV. The benefit of the pledge has been transferred in favour of a bank, under certain conditions.
  • •As part of the assignment of lease receivables or annual lease payments relating to current agreements with the Buildings Agency (Belgian Federal State) or the European Commission on the Colonel Bourg/Kolonel Bourg 124 and Maire 19 buildings as well as the current lease with the City of Antwerp on the fire station, the shares of Bestone SA/NV have been pledged in favour of a bank under certain conditions.
  • •In the context of other assignments of lease receivables, Cofinimmo has taken various commitments and granted certain guarantees, namely with regard to the assignment of the investment receivables of the prison in Leuze after the execution of the works.

CALL OPTIONS/PREFERENTIAL RIGHTS

  • •With regard to the leases signed with the Buildings Agency (Belgian Federal State) relating to, among other properties, the courthouse of Antwerp and the police station of Termonde/Dendermonde, a call option has been granted in favour of the Agency, which, at the end of the lease, can leave the premises, extend the contract or buy the building;
  • •Cofinimmo has granted a call option to the HEKLA Police Zone in Antwerp on the property granted under leasehold to this entity, to be taken up on the expiry of the leasehold;
  • •The Cofinimmo group is committed to and benefits from, on behalf of its subsidiaries Pubstone and Pubstone Properties, a preferential right on future developments (hospitality industry) to be realised in partnership with AB InBev, and AB InBev benefits from a preferential right on future developments (hospitality industry);
  • •Cofinimmo (and Pubstone group) is committed to and benefits from preferential rights on the shares of Pubstone SA/NV and Pubstone group; and InBev Belgium benefits from a purchase right on the shares of Pubstone SA/NV and Pubstone group;
  • •Leopold Square and InBev Belgium benefit reciprocally from a preferential right on the shares of Pubstone Properties;
  • •Cofinimmo benefits from a call option on shares in companies holding real estate in Germany;
  • •Cofinimmo has granted a put option to the shareholders of Aspria Roosevelt SA/NV relating to the sale of 100% of the shares of this company which owns the Solvay Sports site in Brussels for the construction of a new sport and wellness centre to be operated by the Aspria group. This put option has been exercised leading to the acquisition of the company in the first quarter of 2021. In addition, Cofinimmo has granted a purchase option to the former shareholders of this company;
  • •In the context of a leasehold relating to a car park in Breda, Superstone has agreed with Amphia, the bare owner, a right of first offer in the context of the transfer of the leasehold right and a call option under certain conditions;
  • •Superstone has granted the seller a call option relating to a building in Almere and a building in Voorschoten at the end of the lease agreement with the tenant;
  • •Cofinimmo has granted various preferential rights and/or call options on leasehold, at market value, on part of its portfolio of nursing and care homes and clinics;
  • •Cofinimmo has granted a preferential right of first refusal, at market value, on the residual rights of ownership of an office building in Brussels;
  • •Cofinimmo has granted a put option and has been granted a call option (cross option agreement) on an office building located in Brussels;
  • •Cofinimmo has call options on subsoil for which the leasehold rights to which they are encumbered relating to buildings for nursing homes - are held by subsidiaries of Cofinimmo;
  • •Cofinimmo has been granted a call option and granted a put option (exercisable in 2023) on the shares of a French real estate company by and in favour of another shareholder of this company. It also has a pre-emptive right in the event that the other shareholders would sell their shares;
  • •In the context of its equity investment in a Belgian property company, Cofinimmo became the holder, in the same way as the other shareholders and under certain conditions, of a preferential right, a pre-emptive right, a follow-on right, a follow-on obligation, a put option and a call option relating to the company's shares.

FINANCING OPERATIONS

  • •Cofinimmo has entered into various commitments not to undertake certain actions ('negative pledge') at the end of various financing contracts;
  • •Cofinimmo is committed to find a buyer for the Notes maturing in 2027 and issued by Cofinimmo Lease Finance (see page 42 of the 2001 annual financial report) in the event that a withholding tax would be applicable on the interest on these Notes due to a change in tax legislation affecting a holder residing in Belgium or the Netherlands;
  • •When requesting the conversion of convertible bonds which it issued, Cofinimmo has the choice, under certain conditions, between delivering new and/or existing shares, paying an amount in cash or a combination of both;
  • •Cofinimmo will have the option of acquiring in 2023, at their intrinsic value, all the bonds redeemable in shares issued by Cofinimur I either in cash or by delivery of Cofinimmo ordinary shares, in the latter case with the agreement of two-thirds of the holders.

GUARANTEES

  • •Cofinimmo has granted various guarantees in connection with the disposal of the shares of a company that it held and received guarantees from the buyers for the solidarity commitments that it had made with the sold company;
  • •Cofinimmo has granted various guarantees in connection with the disposal of the shares of companies that it held;
  • •With regard to its lease agreements, Cofinimmo receives a rental guarantee (in cash or as a bank guarantee) of an amount generally representing three to six months of rent;
  • •Within the context of calls for tenders, Cofinimmo regularly issues commitments to obtain bank guarantees.

INVESTMENT COMMITMENTS

  • •Cofinimmo is committed to finance the major renovation of the rehabilitation centre as well as the demolition and redevelopment of the nursing and care home on a site located in Hillegersberg, a municipal entity of Rotterdam. The acquisition price of the current site (acquired in December 2018) and the budget for the future works is 25 million EUR;
  • •In May 2020, Cofinimmo acquired an old nursing and care home located in a residential area of The Hague, the capital of the South-Holland province. Cofinimmo chose to have the site renovated completely, including a small extension at the back of the building. In order to carry out these renovation works, Cofinimmo has concluded a turnkey construction contract for which a budget of approximately 10 million EUR is foreseen;
  • •Cofinimmo signed an agreement to acquire, under certain conditions, the companies that will develop 8 eco-friendly healthcare campuses in the Land of North Rhine-Westphalia (Germany). The total conventional value of this transaction will amount to approximately 250 million EUR. Cofinimmo will acquire a participation in the capital of the companies that will develop the innovative healthcare sites. The payment of the shares will be staggered over time (from 2020 to 2022);
  • •Within the framework of the above-mentioned transaction, Cofinimmo concluded an exclusive partnership with the local design and project management office, which will develop the 8 projects. Cofinimmo has the option of fully integrating the platform into its structure in due course;
  • •Since the announcement of its establishment in Spain in September 2019, Cofinimmo is committed to seven construction projects still in progress for a total investment of 79 million EUR. These consists of the construction of 6 nursing and care homes (one in Murcia, one in Valencia, two in Galicia and two in Catalonia) and the redesign of a nursing and care home in Andalusia;
  • •Cofinimmo entered the Finnish healthcare real estate sector with a construction project of a medical centre for the acquisition of which the group signed an agreement for a total investment budget of 20 million EUR for the plot of land and the works;
  • •In 2020, Cofinimmo signed an agreement to acquire in 2021, under conditions precedent, the shares of the company owning a pot of land in Genappe (Walloon Brabant). This company was acquired in February 2021;
  • •In December 2020, Cofinimmo made (via its French branch) a binding offer under certain conditions relating to the acquisition of 5 assets in France. These assets, which consist of four nursing and care homes (EHPAD), one of which is currently under construction, and one assisted-living facility, have been acquired during the first quarter of 2021.

Note 39. Ongoing development projects

The group has ongoing development projects of approximately 358 million EUR (31.12.2019: 101 million EUR) with respect to capital expenditures contracted for at the balance sheet date but not yet incurred, for the construction of new property and extensions. Renovation works are not included in this figure.

Note 40. Consolidation criteria and scope

CONSOLIDATION CRITERIA

270

The consolidated financial statements group the financial statements of the parent company and those of the subsidiaries and joint ventures, as drawn up at the closing date.

Consolidation is achieved by applying the following consolidation methods.

Full consolidation for the subsidiaries

Full consolidation consists of incorporating all the assets and liabilities of the subsidiaries, as well as income and charges. Minority interests are shown in a separate item of both the balance sheet and the income statement.

The full consolidation method is applied when the parent company holds exclusive control.

The consolidated financial statements have been prepared at the same date as that on which the consolidated subsidiaries prepared their own financial statements.

Consolidation under the equity method for associates and joint ventures

The equity method consists of replacing the book value of the securities by the shareholders' equity of the entity (more details are provided in Note 2, paragraph C).

Name and address of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
GERMANY
COFINIMMO DIENSTLEISTUNGS-GmbH
HRB 114372
100 100
Registered address: Frankfurt-am-Main
Business address: Neue Mainzer Straße 75 - D-60311 Frankfurt-am-Main
GESTONE Bickenbach GmbH
HRB 166000
100 -
Großer Burstah 45 - D-20457 Hamburg
GESTONE Deutschland GmbH
HRB 115151
100 100
Registered address: Frankfurt-am-Main
Business address: Neue Mainzer Straße 75 - D-60311 Frankfurt-am-Main
STERN BETEILIGUNGS GmbH
HRB 112550
100 100
Registered address: Frankfurt-am-Main
Business address: Neue Mainzer Straße 75 - D-60311 Frankfurt-am-Main
BELGIUM
BALEN SA/NV 100 -
0656 747 705
Boulevard de la Woluwedal 58 - 1200 Brussels
BEIRESTONE 1 SA/NV 100 -
0759 959 564
Boulevard de la Woluwedal 58 - 1200 Brussels
BENOSTONE CO 1 SA/NV
0755 869 827
100 -
Boulevard de la Woluwedal 58 - 1200 Brussels
BESTONE SA/NV
0670 681 160
100 100
Boulevard de la Woluwedal 58 - 1200 Brussels
BESTONE SQUARE SA/NV 100 -
0755 538 641
Boulevard de la Woluwedal 58 - 1200 Brussels
BUILDING GREEN ONE SA/NV 100 -
0501 599 965
Boulevard de la Woluwedal 58 - 1200 Brussels
CAREINPRO SA/NV 100 100
0663 738 831
Boulevard de la Woluwedal 58 - 1200 Brussels
COFINIMMO SERVICES SA/NV 100 100
0437 018 652
Boulevard de la Woluwedal 58 - 1200 Brussels
COPADE SA/NV 100 -
0631 930 353
Boulevard de la Woluwedal 58 - 1200 Brussels
COUVENT DE LA CHARTREUSE SA/NV
0822 171 901
100 -
Boulevard de la Woluwedal 58 - 1200 Brussels
CURA INVEST SA/NV
0465 524 972
100 100
Boulevard de la Woluwedal 58 - 1200 Brussels
DILHOME SA/NV
0440 040 104
100 -
Boulevard de la Woluwe 58 - 1200 Brussels
FPR LEUZE SA/NV 100 100
0839 750 279
Boulevard de la Woluwedal 58 - 1200 Brussels
GECARE 1 100 100
0720 629 826
Boulevard de la Woluwedal 58 - 1200 Brussels
GESTONE CO 10 SA/NV 100 -
0751 676 853
Boulevard de la Woluwedal 58 - 1200 Brussels
GESTONE CO 11 SA/NV 100 -
0751 677 150
Boulevard de la Woluwedal 58 - 1200 Brussels
GESTONE CO 12 SA/NV 100 -
0751 677 348
Boulevard de la Woluwedal 58 - 1200 Brussels
Name and address of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
GESTONE CO 13 SA/NV
0722 900 319
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE CO 7 SA/NV
0748 688 857
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
GESTONE CO 8 SA/NV
0751 676 556
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
GESTONE CO 9 SA/NV
0751 676 754
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
GESTONE SA/NV
0655 814 822
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE II SA/NV
0670 681 259
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE III SA/NV
0696 911 940
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE IV SA/NV
0683 716 475
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE V SA/NV
0722 901 804
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
GESTONE VI SA/NV
0722 902 495
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
IMMO PA33 2 SA/NV
0845 713 108
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
LEOPOLD SQUARE SA/NV
0465 387 588
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
LEX 85 SA/NV
0811 625 031
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
LIGNE INVEST SA/NV
0873 682 661
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
LS OFFICES SA/NV
0755 537 849
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
MUZIKANTENWIJK SA/NV
0539 837 068
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
PLOEGDRIES SA/NV
0660 852 684
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
POLYSERVE SA/NV
0444 997 792
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
PRIME BEL RUE DE LA LOI-T SA/NV
0463 603 184
100 100
Boulevard de la Woluwedal 58 - 1200 Brussels
PROFILIA SA/NV
0876 135 375
100 100
Boulevard de la Woluwedal 58 - 1200 Brussels
PUTHOF SA/NV
0418 940 129
100 -
Boulevard de la Woluwedal 58 - 1200 Brussels
QUATRO BUILD SA/NV
0885 032 255
100 100
Boulevard de la Woluwedal 58 - 1200 Brussels
RHONE ARTS SA/NV
413.742.414
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
Name and address of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
RHEASTONE SA/NV
0893 787 296
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
RUSTHUIS MARTINAS SA/NV
0677 685 451
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
STERN-FIIS SA/NV
0691.982.756
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
STERN-FIIS II SA/NV
0696.912.831
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
STERN-FIIS III SA/NV
0696.912.930
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
STERN-FIIS IV SA/NV
0696.913.029
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
TEN BERGE SA/NV
0427 208 586
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
TRIAS BEL SOUVERAIN-T SA/NV
0597 987 776
Boulevard de la Woluwedal 58 - 1200 Brussels
100 100
VIADUCTSTRAAT SA/NV
0554 921 261
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
VORDENSTEIN VASTGOED SA/NV
0831 985 826
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
XL TRONE SA/NV
0715 937 303
Boulevard de la Woluwedal 58 - 1200 Brussels
100 -
SPAIN
COFIHEALTHCARE SPAIN 1 SL
NIF B-88542717
Calle Maldonado 4, 28006 Madrid
100 -
COFIHEALTHCARE SPAIN 2 SL
NIF B-88542667
Calle Maldonado 4, 28006 Madrid
100 -
COFIHEALTHCARE SPAIN 3 SL
NIF B-88542600
Calle Maldonado 4, 28006 Madrid
100 -
GLORIA HEALTH CARE PROPERTIES SL
NIF B-88347885
Registered address: Calle Maldonado 4, 28006 Madrid
100 100
GLORIA HEALTH CARE PROPERTIES 2 SL
NIF B-88415385
Registered address: Calle Maldonado 4, 28006 Madrid
100 100
IBERI HEALTHCARE PROPERTIES SL
NIF B-88347869
Registered address: Calle Maldonado 4, 28006 Madrid
100 100
FINLAND
KIINTEISTÖ Oy VAASANPUISTIKKO 22 VAASA
2910835-7
Petersgatan 5 B 11 - 00140 Helsinki
100 -
POLARISTONE CO 1 Oy
3007096-6
Petersgatan 5 B 11 - 00140 Helsinki
100 -
FRANCE
COFINIMMO INVESTISSEMENTS ET SERVICES SA
487 542 169
13 rue du Docteur Lancereaux - 75008 Paris
100 100
COFINIMUR I SA
537 946 824
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI AC NAPOLI
428 295 695
13 rue du Docteur Lancereaux - 75008 Paris
100 100
Name and address of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
SCI BEAULIEU
444 644 553
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI CUXAC II
343 262 341
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI DE L'ORBIEU
383 174 380
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI DU DONJON
377 815 386
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SNC DU HAUT CLUZEAU
319 119 921
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SARL HYPOCRATE DE LA SALETTE
388 117 988
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI LA NOUVELLE PINEDE
331 386 748
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI RESIDENCE FRONTENAC
348 939 901
13 rue du Docteur Lancereaux - 75008 Paris
100 100
SCI SOCIBLANC
328 781 844
13 rue du Docteur Lancereaux - 75008 Paris
100 100
COFINEA I SAS
538 144 122
13 rue du Docteur Lancereaux - 75008 Paris
100 51
LUXEMBOURG
COFINIMMO LUXEMBOURG SA/NV
B100044
19 rue Aldringen - L-1118 Luxembourg
100 100
KAISERSTONE SA/NV
B202584
100 100
19 rue Aldringen - L-1118 Luxembourg
MASCHSEE PROPERTIES SARL
B240471
100 94.9
19 rue Aldringen - L-1118 Luxembourg
UHLENHORST PROPERTIES SARL
B240610
100 94.9
19 rue Aldringen - L-1118 Luxembourg
WELLNESSTONE SA/NV
100 100
B197443
19 rue Aldringen - L-1118 Luxembour
WELLNESSTONE GP SARL
100 100
B238555
19 rue Aldringen - L-1118 Luxembourg
MONACO
MANUJACQ
73 SC 03180
20 avenue de Fontvieille - 98000 Monaco
100 -
NETHERLANDS
SUPERSTONE NV
530704488
Verlengde Poolseweg 16 - 4818 CP Breda
100 100
SUPERSTONE 2 NV
77325001
Verlengde Poolseweg 16 - 4818 CP Breda
100 -
SUPERSTONE 3 NV
78160162
Verlengde Poolseweg 16 - 4818 CP Breda
100 -
SUPERSTONE 4 NV
81142579
Verlengde Poolseweg 16 - 4818 CP Breda
100 -
SUPERSTONE 5 NV
81144016
Verlengde Poolseweg 16 - 4818 CP Breda
100 -

Subsidiaries held by Cofinimmo group with minority interests (non-controlling interests)

Name and addresses of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
GERMANY
ARCON-TRUST DRITTE IMMOBILIENANIAGEN GMBH
HRB 55365
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
89.9 89.9
PFLEGE PLUS + OBJEKT ALSDORF GMBH & CO. KG
HRA 124930
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT BOCHUM GMBH & CO. KG
HRA 124935
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT BOTTROP GMBH & CO. KG
HRA 124934
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT ERFSTADT/LIBLAR GMBH & CO. KG
HRA 124933
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT FRIEDRICHSTADT GMBH & CO.KG
HRA 124938
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT GELSENKIRCHEN GMBH & CO.KG
HRA 124986
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT GOSLAR GMBH & CO. KG
HRA 124957
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT HAAN GMBH & CO. KG
HRA 124931
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT WEIL AM RHEIN GMBH & CO. KG
HRA 124936
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT WEILERWIST GMBH & CO. KG
HRA 124937
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PFLEGE PLUS + OBJEKT SWISTTAL GMBH & CO. KG
HRA 50992
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PRESIDENTIAL NORDIC 1 GMBH & CO. KG
HRA 50316
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
PRESIDENTIAL NORDIC 2 GMBH & CO. KG
HRA 50317
Registered address: Hamburg
Business address: Großer Burstah 45 - 20457 Hamburg
94.9 94.9
BELGIUM
BELLIARD III-IV PROPERTIES SA/NV
0475 1620121
Boulevard de la Woluwedal 58 - 1200 Brussels
99.9 99.9
PUBSTONE SA/NV
0405 819 096
Boulevard de la Woluwedal 58 - 1200 Brussels
99.9 99.9
PUBSTONE GROUP SA/NV
0878 010 643
Boulevard de la Woluwedal 58 - 1200 Brussels
90 90
Name and addresses of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
LUXEMBOURG
BAD SCHONBORN PROPERTIES SCS
B129973
19 rue Aldringen - L-1118 Luxembourg
89.9 -
GREAT GERMAN NURSING HOMES SCS
B123141
19 rue Aldringen - L-1118 Luxembourg
94.9 94.9
NETHERLANDS
PUBSTONE PROPERTIES
BV 81.85.89.723.B.01
Verlengde Poolseweg 16 - 4818 CP Breda
901 901

Associates and joint ventures

Name and addresses of the registered office
List of fully consolidated subsidiaries
Direct and indirect interests and voting rights (in %)
31.12.2020 31.12.2019
BELGIUM
BPG CONGRES SA/NV
0713.600.789
Boulevard de la Woluwedal 58 - 1200 Brussels
51 51
BPG HOTEL SA/NV
0713.600.888
Boulevard de la Woluwedal 58 - 1200 Brussels
51 51
ALDEA GROUP NV
843.673.732
Guldensporenpark 117A - 9820 Merelbeke
26.6 -
FRANCE
SCI FONCIERE CRF
98 rue Didot - 75014 Paris
39 -
GERMANY
DZI 1. Vorrat GmbH
HRB 88521
Am Kielsgraben 8 - 40789 Monheim am Rhein
99.99 -
DZI 2. Vorrat GmbH
HRB 88513
Am Kielsgraben 8 -
40789 Monheim am Rhein
99.99 -
DZI 3. Vorrat GmbH
HRB 90853
Am Kielsgraben 8 - 40789 Monheim am Rhein
99.99 -
DZI 4. Vorrat GmbH
HRB 90795
Am Kielsgraben 8 - 40789 Monheim am Rhein
99.99 -
DZI 5. Vorrat GmbH
HRB 91480
Am Kielsgraben 8 - 40789 Monheim am Rhein
99.99 -
Residenzwohnen Jahnshöfe GmbH
HRB 88503
Am Kielsgraben 8 - 40789 Monheim am Rhein
99.99 -
Seniorenquartier Viersen GmbH
HRB 88496
Am Kielsgraben 8 -
40789 Monheim am Rhein
99.99 -
Seniorenquartier Dreeskamp GmbH
HRB 88448
Am Kielsgraben 8 - 40789 Monheim am Rhein
25 -
  1. Economic interest.

NON-CONTROLLING INTERESTS1

Non-controlling interests represent third-party interests in subsidiaries neither directly nor indirectly held by the group.

Cofinimur I

At the end of 2011, Cofinimmo acquired, through its subsidiary Cofinimur I, a portfolio of agencies and offices from the MAAF group in which Foncière ATLAND held 2.35% of the shares. As a reminder, in the fourth quarter of 2019, Cofinimmo purchased this 2.35%.

Pubstone

At the end of 2007, Cofinimmo acquired a portfolio of pubs and restaurants owned until then by Immobrew SA/NV, a subsidiary of InBev Belgium and renamed Pubstone SA/NV. At 31.12.2020, InBev Belgium owns an indirect 10% stake in the Pubstone structure.

In addition, following the restructuring of the Pubstone group in December 2013, InBev Belgium owns 10% direct minority interests in Pubstone Properties BV.

Anheuser-Busch InBev (AB InBev) is the world's largest brewer by volume of beer brewed. For further information about the group: www.ab-inbev.com

Aspria

Cofinimmo acquired two sport and wellness centres in Germany. The Aspria group holds a 5.1% interest in Aspria Maschsee BV and Aspria Uhlenhorst BV.

In the fourth quarter of 2020, Cofinimmo purchased this 5.1%.

It is worth mentioning that the holding of these minority interests by companies outside of the group, and therefore not controlled by Cofinimmo, is considered immaterial with regard to the group's total shareholders' equity: at 31.12.2020, the minority interests amount to 75 million EUR compared to Cofinimmo's shareholders' equity of 2,649 million EUR, i.e. 2.8%.

Change in non-controlling interests

(x 1,000 EUR) Cofinimur I Pubstone Aspria
Maschsee
Aspria
Uhlenhorst
Total
ATLAND MCB holders AB InBev Aspria Aspria
AT 31.12.2018 1,751 66,933 14,016 890 644 84,234
Interests on income statement 69 3,522 1,878 95 111 5,674
MCB Coupons 0 -2,843 0 0 0 -2,843
Dividends -55 0 -2,227 -455 -268 -3,005
Other -1,765 330 0 0 0 -1,435
AT 31.12.2019 0 67,942 13,667 530 486 82,625
Interests on income statement 0 -3,748 175 -4 -11 -3,588
MCB Coupons 0 -3,009 0 0 0 -3,009
Dividends 0 0 -1,296 0 0 -1,296
Other 0 856 0 -525 -475 -144
AT 31.12.2020 0 62,041 12,546 0 0 74,587

Associates and joint ventures

On 31.12.2020, the Cofinimmo group owns associates (Aldea Group, SCI Foncière CRF and 8 companies which will develop eco-friendly healthcare campuses in the Land of North Rhine-Westphalia) and the joint ventures (BPG Congres and BPG Hotel) recognised using the equity consolidation method, since the group exercises control over these companies pursuant to contractual cooperation agreements with its associated shareholders.

In view of their share in the result of the Cofinimmo group in 2020, these associates and joint ventures are considered as immaterial.

General information

Company BPG Congres BPG Hotel Cofinea 8 healthcare
campuses to
be developed
in Germany
Aldea
group
SCI Foncière
CRF
Segment Other Other Healthcare
real estate
Healthcare
real estate
Healthcare
real estate
Healthcare
real estate
Country Belgium Belgium France Germany Belgium France
% held by Cofinimmo group 51% 51% 100% 99.99% 26% 39%
Partner shareholders CFE (49%) CFE (49%) 0% DZI B.V. Miscellaneous French Red
Cross
Date of company creation 2018 2018 2012 2018-2019 2015 2000
Accounting period Ends on
31 December
Ends on
31 December
Ends on
31 December
Ends on
31 December
Ends on
31 December
Ends on
31 December
31.12.2020 31.12.2020 31.12.2020 31.12.2020 31.12.2020 31.12.2020
Amount of the Cofinimmo share in the result
(x 1,000 EUR)
Share in the result of associates or joint
ventures
53 -9 244 -30 -135 -2,596
Amount of the interest at Cofinimmo
(x 1,000 EUR)
Participations in associates and joint
ventures
838 673 0 74 20,000 46,441

RISKS AND COMMITMENTS RELATED TO THE PARTNER SHAREHOLDERS

The partnership within the framework of BPG Congres and BPG Hotel was concluded with the CFE group as part of the NEO II public-private partnership project. Regarding this project, on 16.10.2020, the public authorities involved in the NEO II project, namely the city of Brussels, the Brussels-Capital Region and the scrl NEO, put an end to the development of the convention centre and hotel project on the Heysel, in view of the uncertainties linked to the current health crisis.

Cofinimmo holds 51% of the shares of these structures. However, the partnership agreement stipulates that all decisions, particularly with regard to investments and divestments, are taken in mutual consent, which implies a joint control of the company.

On 15.12.2020, Cofinimmo acquired a 26.6% stake in the capital of the Aldea group. Cofinimmo becomes a partner of Aldea to support the further growth of this group and exercise a significant influence.

On 24.12.2020, Cofinimmo stepped into the capital of a property company (société civile immobilière - 'SCI') created by the French Red Cross and which owns six sites. The stake in the capital of the company amounts to 39%, which also enables Cofinimmo to exercise a significant influence.

In November 2020, Cofinimmo acquired a participation in the capital of 8 companies which will develop 8 eco-friendly healthcare campuses in the Land of North Rhine-Westphalia, in Germany. The projects are pre-let to Schönes Leben Gruppe, with which 'Dach und Fach' leases have been concluded for a term of 25 years. The payment of the shares will be staggered over time (from 2020 to 2022), period duing which Cofinimmo will exercise a significant influence on those 8 companies.

Note 41. Sales options permitted for non-controlling shareholders

The group has committed vis-à-vis the non-controlling shareholders of certain subsidiaries to acquire their shares in the companies, if they were to exercise their put options.

The exercise price of such options permitted for non-controlling shareholders is recognised in the line 'Other non-current financial liabilities' (see Note 25).

It concerns the following companies: Great German Nursing Homes SARL, Pflege Plus + Objekt Alsdorf GmbH, Pflege Plus + Objekt Bochum GmbH, Pflege Plus + Objekt Bottrop GmbH, Pflege Plus + Objekt Erftstadt/Liblar GmbH, Pflege Plus + Objekt Friedrichstadt GmbH, Pflege Plus + Objekt Gelsenkirchen GmbH, Pflege Plus + Objekt Goslar GmbH, Pflege Plus + Objekt Haan GmbH, Pflege Plus + Objekt Swisttal GmbH, Pflege Plus + Objekt Weil am Rhein GmbH, Pflege Plus + Objekt Weilerswist GmbH, Presidential Nordic 1 GmbH & Co. KG, Presidential Nordic 2 GmbH & Co. KG, ARCON-TRUST dritte Immobilienanlagen GmbH and Bad Schonborn Properties S.C.S.

Note 42. Payments based on shares

STOCK OPTION PLAN

In 2006, Cofinimmo launched a stock option plan whereby 8,000 stock options were granted to the group's management. This plan was relaunched during each of the following years until 2016 included. Since 2017, the stock option plan has no longer been proposed.

When they are exercised, the beneficiaries will pay the exercise price (per share) of the year in which the stock options were granted, in exchange for the delivery of securities. In the event of voluntary or involuntary departure (excluding premature termination for serious reasons) of a beneficiary, the stock options accepted and vested may be exercised after the end of the third calendar year following the year in which the stock options were granted. Options that have not been vested are cancelled, except when retiring. In the event of the involuntary departure of a beneficiary for serious reasons, all stock options accepted but not exercised, whether vested or not, are cancelled. These conditions governing the acquisition and the exercise periods in the event of a departure, whether voluntary or involuntary, will apply without prejudice to the powers of the board of directors for the members of the executive committee or the powers of the executive committee for the other participants to authorise waivers to these provisions in favour of the beneficiary, based on objective and relevant criteria.

Year of the plan 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006
Granted 6,825 7,525 3,000 3,320 4,095 8,035 5,740 7,215 6,730 7,300 8,000
Cancelled -1,600 -1,600 -500 -1,067 -1,386 -250 -695 -2,125 -2,050 -2,350
Exercised -725 -1,525 -350 -770 -1,428 -5,049 -5,370 -6,303 -1,730 -2,450 -5,250
Expired -120 -217
AT 31.12.2020 4,500 4,400 2,650 2,050 1,600 1,600 0 0 2,875 2,800 400
Exercisable at 31.12.2020 4,500 4,400 2,650 2,050 1,600 1,600 0 0 2,875 2,800 400
Strike price (in EUR) 108.44 95.03 88.75 88.12 84.85 97.45 93.45 86.06 122.92 143.66 129.27
Last exercise date 15.06.2026 16.06.2025 16.06.2024 16.06.2023 18.06.2022 14.06.2021 13.06.2020 11.06.2019 12.06.2023 12.06.2022 13.06.2021
Fair value of the options
at the date of granting
(x 1,000 EUR)
200.86 233.94 102.99 164.64 168.18 363.90 255.43 372.44 353.12 261.27 216.36

Number of stock options

Cofinimmo applies the IFRS 2 standard by recognising, over the vesting period (namely three years), the fair value of the stock options at the date of granting according to the progressive acquisition method. The annual cost of the progressive vesting is recognised under the item 'Personnel charges' on the income statement.

Note 43. Average number of people linked by an employment contract or by a permanent service contract

2020 2019
Average number of people linked by an employment contract or by a permanent service contract 132 130
Employees 127 125
Executive management personnel 5 5
Full-time equivalent 124 120

Note 44. Related-party transactions

The emoluments and insurance premiums, borne by Cofinimmo and its subsidiaries, for the benefit of the members of the board of directors, and recognised on the income statement, amount to 3,750,017 EUR, of which 348,000 EUR is attributed to post-employment benefits.

The chapter 'Corporate governance statement' of this document includes the composition of the various decision-making bodies and the tables on the remuneration of the non-executive and executive directors. The difference between the amount on the income statement and that stated in the tables is explained by movements in provisions.

The directors are not beneficiaries of the profit-sharing scheme, which exclusively concerns the employees of the group.

During the second quarter of 2020, Cofinimmo repurchased Orpea's participation, which amounted to 49%, in Cofinéa I SAS, a company under French law in which Cofinimmo held 51% of the capital. As result of this transaction, the group now holds all the shares of Cofinéa I SAS. As a reminder, at the end of 2012, Cofinimmo signed a joint venture with the entity Cofinéa I SAS, a company incorporated under French Law. Cofinimmo owned 51% of its capital and the ORPEA group 49%.

Note 45. Events after closing date

No major event that could have a considerable impact on the results as at 31.12.2020 took place after the closing date.

Dividend

280

The amount of the dividend proposed to shareholders at the ordinary general meeting of 12.05.2021 will be 165,326,308.80 EUR for the shares and 92,075.00 EUR for the own shares held by the subsidiary Gestone III SA/NV (for more details, see Note 20).

Construction of an extension adjacent to a healthcare complex in Leuven (BE)

On 14.01.2021, Cofinimmo signed an agreement relating to the acquisition of 100% of the shares of the limited liability company Home Vogelzang OG. This company owns, for the 30 years to come, the rights in rem in a plot of land located in Leuven, in Flemish Brabant. An extension will be added to an existing complex located on the plot of land. The conventional value for the calculation of the share price amounts to approximately 15 million EUR. The project will be leased through a leasehold to VZW Home Vogelzang, which already operates the existing nursing and care home and assisted-living units and holds the permit to operate this extension. The leasehold is of the triple net type and has a term of 27 years, counting from the provisional acceptance of the extension. The annual fee, which is in line with the market, will be due from the delivery of the works and will be indexed annually according to the Belgian consumer price index. At the expiration of the rights in rem, the building will automatically accrue to VZW Home Vogelzang. In principle, this transaction will therefore be recognised in Cofinimmo's accounts as a finance lease.

Acquisition of a plot of land in Genappe (BE)

On 12.02.2021, Cofinimmo acquired 100% of the shares of a company owning a plot of land in Genappe (Walloon Brabant). This plot of land will see the construction of a new nursing and care home. The investment budget (including the plot of land and the works) amounts to approximately 19 million EUR. Senior Living Group will operate the new nursing and care home as from the delivery of the works. In this context, a triple net lease has been concluded for a fix term of 28 years. The rent will be indexed according to the Belgian health index. The gross rental yield amounts to more than 4.5%.

Acquisition of four nursing and care homes and one assisted-living facility in Normandy (FR)

On 01.02.2021, Cofinimmo acquired four nursing and care homes (EHPAD), one of which is currently under construction, and one assisted-living facility, in the department of Orne or Calvados, in Normandy, via its French branch. The total investment for the five sites will eventually amount to approximately 44 million EUR. The acquisition price for the sites in operation amounts to approximately 30 million EUR, whereas the investment budget for the building under construction amounts to approximately 14 million EUR (plot of land included). All the sites are already let to DomusVi, a leading operator in Europe.

Acquisition of a new nursing and care home in Vantaa (FI)

On 21.01.2021, Cofinimmo acquired a nursing and care home under construction in Vantaa, in the Helsinki metropolitan area. The total investment budget for the plot of land and the works amounts to approximately 12 million EUR. The asset is already pre-let to Esperi Care Oy, a major care provider in Finland. The double net lease will have a 15-year fixed term and the gross rental yield will be in line with current market conditions. The rent will be indexed annually according to the Finnish consumer price index.

Acquisition of six nursing and care homes and one rehabilitation clinic (IE)

On 18.01.2021, Cofinimmo entered the Irish healthcare real estate sector with the acquisition of six nursing and care homes and one rehabilitation clinic in the counties of Cavan, Dublin, Kildare, Meath and Louth. The total investment amounts to approximately 93 million EUR. For each of the seven sites a triple net lease has been concluded for a fix term of 15 years. The rents will be indexed annually according to the Irish consumer price index and the gross rental yield will be in line with current market conditions.

Launch of the contribution of the office portfolio into a subsidiary (BE)

On 03.02.2021, Cofinimmo announced the launch of the contribution of its office portfolio into a subsidiary to allow future investors, in due time, to participate in the capital of the subsidiary (of which the control would be maintained) while benefiting from Cofinimmo's very experienced management and investment platform. Meanwhile, the group will be able to recycle a part of the capital that has been invested in this portfolio.

The contribution into this subsidiary fits into the value creation strategy for the office portfolio. Thanks to its 35 years of experience in office real estate, Cofinimmo relies on a management model that offers an integrated services platform. Cofinimmo's office portfolio is currently mainly composed of 77 buildings with a total surface area of about 550,700 m² and an approximate value of 1.4 billion EUR, representing around 30% of the company's total portfolio. It is mainly located in the Brussels Central Business District ('CBD'), as a result of the re-centralisation to that area, initiated mid-2018. Simultaneously, the internal teams follow the dynamics of the market demands with regards to flexibility and innovation and collaborate to achieve the best possible results in terms of energy efficiency and ESG (Environment, Social, Governance). The specialised offices subsidiary will have the status of an institutional regulated real estate company ('IRREC / SIRI / IGVV'). The board of directors approved the launch of the process leading to the contribution of the office portfolio into a subsidiary, which naturally derives from the strategy that was established mid-2018. The contribution is currently scheduled to be completed during the last quarter of 2021 at the earliest. This operation will have no effect on the consolidated accounts nor on the dividend.

Capital increase of March 2021

Cofinimmo SA/NV launched on 03.03.2021 a capital increase in cash via accelerated bookbuilding (the 'ABB') with international institutional investors, within the authorised capital, with cancellation of the preferential subscription right of existing shareholders and without granting an irreducible allocation right to existing shareholders (the 'capital increase').

The company successfully completed the ABB. 1,487,603 new shares, which corresponds to approximately 5.5% of the outstanding capital prior to the capital increase, were placed with institutional investors at an issue price of 121.00 EUR per share. The issue price represents a discount of 4.3% compared with the last trading price on 03.03.2021 of 126.40 EUR per share. The gross amount of the capital increase amounts to approximately 180 million EUR.

The net proceeds will finance Cofinimmo's growth in European healthcare real estate, by refinancing investments completed over the past few months and by supporting further investments in the form of acquisitions and developments.

The issue, delivery and admission to trading on the Euronext Brussels regulated market of the new shares took place on 08.03.2021.

Since then, the company's capital amounts to 1,529,928,939.83 EUR and is represented by:

  • 28,549,520 shares without par value. All these shares confer a voting right at the General Meeting of Shareholders and represent the new denominator of the participation rates.
  • 1,502,196 bonds convertible in shares, issued on 15.09.2016.

In case of conversion of the convertible bonds, a maximum number of 1,643,933 shares conferring the same number of voting rights would be created.

Nursing and care home Prince Royal –

Brussels (BE)

• ANNUAL ACCOUNTS

STATUTORY AUDITOR'S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

— Statutory auditor's report to the shareholders' meeting of Cofinimmo SA/NV for the year ended 31 December 2020 - Consolidated financial statements

In the context of the statutory audit of the consolidated financial statements of Cofinimmo SA/NV ("the company") and its subsidiaries (jointly "the group"), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders' meeting of 13 May 2020, in accordance with the proposal of the board of directors ("bestuursorgaan" / "organe d'administration") issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders' meeting deliberating on the financial statements for the year ending 31 December 2022. We have performed the statutory audit of the consolidated financial statements of Cofinimmo SA/NV for 28 consecutive periods.

Report on the consolidated financial statements

Unqualified opinion

282

We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2020, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 5,253,614 (000) EUR and the consolidated income statement shows a profit for the year then ended of 119,222 (000) EUR.

In our opinion, the consolidated financial statements give a true and fair view of the group's net equity and financial position as of 31 December 2020 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the "Responsibilities of the statutory auditor for the audit of the consolidated financial statements" section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence.

We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Valuation of investment properties

  • Investment properties measured at fair value (EUR 4,869 million) represent 93 per cent of the consolidated balance sheet total as at 31 December 2020. Changes in the fair values of the investment properties have a significant impact on the consolidated net result for the period and equity.
  • The portfolio includes completed investments and properties under construction, in renovation and acquisitions. Divestments of investment properties are individually significant transactions.
  • The portfolio is valued at fair value, with development properties valued by the same methodology with a deduction for all costs necessary to complete the development together with a remaining allowance for risk. The key inputs into the valuation exercise are yields and current market rent, which are influenced by prevailing market forces, comparable transactions and the specific characteristics of each property in the portfolio.
  • The group uses professionally qualified external valuers to fair value the Group's portfolio at three -monthly intervals. The valuers are engaged by the Directors and performed their work in accordance with the Royal Institute of Chartered Surveyors ('RICS') Valuation – Professional Standards. The valuers used by the group have considerable experience in the markets in which the group operates.
  • In their report as of 31 December 2020, the experts draw attention to a material valuation uncertainty clause with regard to the effects of the COVID-19 pandemic on the valuation for a part of the investment property portfolio. This uncertainty is applicable for specific segments whose aggregate value accounts for approximately 23% of the consolidated portfolio.
  • Therefore, the audit risk appears in the assumptions and critical judgment linked to those key inputs, in particular the yield.

Reference to disclosures

• We refer to the financial statements, including notes to the financial statements: Note 2, Significant accounting policies; Note 22, Investment property.

  • We considered the internal control implemented by management and we carried out testing related to the design and implementation of controls over investment properties.
  • We assessed the competence, independence and integrity of the external valuers.
  • We discussed with the external valuers and challenged the valuation process, performance of the portfolio and significant assumptions and critical judgement areas.
  • We benchmarked and challenged the key assumptions to external industry data and comparable property transactions, in particular the yield.
  • We performed audit procedures to assess the integrity and completeness of information provided to the independent valuers related to rental income, key rent contract characteristics and occupancy.
  • We agreed the amounts per the valuation reports with the accounting records and from there we agreed the related balances with the financial statements.
  • As part of our audit procedures performed on the acquisitions and divestments of properties we examined significant contracts and documentation on the accounting treatment applied to these transactions.
  • We assessed the appropriateness of the disclosures provided on the fair value of investment properties.
  • Furthermore, we assessed whether the material valuation uncertainty, which is applicable to some segments, has been disclosed in an appropriate manner in the notes to the financial statements.

Responsibilities of the board of directors for the preparation of the consolidated financial statements

284

The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so.

Responsibilities of the statutory auditor for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company's business has been conducted or will be conducted.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the group to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements.

Responsibilities of the statutory auditor

As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director's report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters.

Aspects regarding the directors' report on the consolidated financial statements

In our opinion, after performing the specific procedures on the directors' report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations.

In the context of our statutory audit of the consolidated financial statements we are responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements, i.e.:

• the required components of the Cofinimmo SA/NV annual report in accordance with Articles 3:32 of the Code of companies and associations, which appear in the following chapters: Risk Factors, Management report – Transactions and performances in 2020, Management report - Management of financial resources, Management report – Summary of the consolidated accounts, Management report - Events after 31 December 2020, Management report – 2021 Outlook, Corporate governance statement – Internal Control and Risk Management

are free of material misstatements, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such a material misstatement.

Statements regarding independence

  • Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate.
  • The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the

Other statements

• This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.

Zaventem, 10 March 2021.

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Represented by Rik Neckebroeck

FINANCIAL STATUTORY STATEMENTS

286

Comprehensive result (income statement) (abbreviated format)

(x 1,000 EUR) 2020 2019
A. Net result
Rental income 127,127 123,959
Writeback of lease payments sold and discounted 9,444 8,784
Rental-related expenses -740 -50
Net rental income 135,831 132,693
Recovery of property charges 468 250
Recovery income of charges and taxes normally payable by the tenant on rented properties 9,572 15,780
Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease -231 -1,110
Charges and taxes normally payable by the tenant on rented properties -11,015 -20,808
Property result 134,625 126,805
Technical costs -3,602 -3,609
Commercial costs -1,168 -789
Taxes and charges on unlet properties -2,569 -3,189
Property management costs -15,505 -14,594
Other property charges 0 0
Property charges -22,843 -22,182
Property operating result 111,782 104,623
Corporate management costs -6,645 -6,255
Operating result before result on the portfolio 105,137 98,368
Gains or losses on disposals of investment properties 2,452 10,953
Gains or losses on disposals of other non-financial assets 0 0
Changes in the air value of investment properties 5,283 59,457
Other result on the portfolio -5,503 -4,342
Result on the portfolio 2,231 66,068
Operating result 107,368 164,436
Financial income 71,831 81,539
Net interest charges -23,266 -22,823
Other financial charges -638 -563
Changes in the fair value of financial assets and liabilities -30,191 -22,918
Financial result 17,737 35,236
Pre-tax result 125,105 199,672
Corporate tax -2,331 -2,130
NET RESULT 122,774 197,542
B. Other elements of the comprehensive result recyclable in the income statement
Change in the effective part of the fair value of authorised cash flow hedging instruments 0 0
Impact of the recycling on the income statement of hedging instruments for which the relationship with the
hedged risk was terminated
0 0
Convertible bonds 7,721 -9,930
OTHER ELEMENTS OF THE COMPREHENSIVE RESULT 7,721 -9,930
C. Comprehensive result 130,495 187,612

Approprisations and deductions

(x 1,000 EUR) 2020 2019
A. Net result 122,774 197,542
B. Transfer from/to reserves 34,427 -52,506
Transfer to the reserve of the positive balance of changes in the fair value of property assets -5,283 -67,246
Financial year -5,283 -67,246
Previous years 0 0
Transfer to the reserve of the negative balance of changes in the fair value of property assets 9,738 0
Financial year 9,738 0
Previous years 0 0
Transfer to the reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of
investment properties
0 6,453
Transfer to the reserve of the balance of the changes in the fair value of authorised hedging instruments
qualifying for hedge accounting
0 0
Financial year 0 0
Previous years 0 0
Transfer to the reserve of the balance of the changes in the fair value of authorised cash flow hedging
instruments not qualifying for hedge accounting
20,448 24,394
Financial year 20,448 24,394
Previous years 0 0
Transfer from/to other reserves -10 -4
Transfer from the result carried forward from previous years 9,534 -16,103
C. Distribution -80,571 -7,517
Distribution provided for in article 13, § 1, 1st paragraph of the royal decree of 13.07.2014 -80,571 -7,517
D. Remuneration for financial year other than distribution -85,258 -137,519
Dividends -84,848 -137,054
Profit-sharing scheme -410 -465
E. Result to be carried forward 19,198 78,327

Statement of financial situation (balance sheet) (abbreviated format)

(x 1,000 EUR) 2020 2019
Non-current assets 4,997,091 4,294,833
Intangible assets 2,172 934
Investment properties 2,343,818 2,320,615
Other tangible assets 1,422 1,264
Non-current financial assets 2,554,110 1,875,080
Finance lease receivables 95,569 95,994
Other long-term receivables 0 946
Trade receivables and other non-current assets 0 0
Current assets 68,324 106,557
Assets held for sale 3,320 28,764
Current financial assets 0 2
Finance lease receivables 2,030 1,937
Trade receivables 15,449 12,321
Tax receivables and other current assets 19,390 19,451
Cash and cash equivalents 1,033 832
Accrued charges and deferred income 27,102 43,249
TOTAL ASSETS 5,065,416 4,401,389
Shareholders' equity 2,575,301 2,447,381
Capital 1,450,210 1,385,227
Share premium account 883,442 806,214
Reserves 118,875 58,398
Net result for the financial year 122,774 197,542
Liabilities 2,490,115 1,954,008
Non-current liabilities 1,370,514 998,931
Provisions 25,329 24,151
Non-current financial debts 1,246,813 893,487
Credit institutions 389,672 282,493
Other 857,141 610,994
Other non-current financial liabilities 90,436 73,348
Deferred taxes 7,937 7,946
Current liabilities 1,119,601 955,077
Current financial debts 1,035,945 870,363
Other current financial liabilities 206 96
Trade debts and other currect debts 67,622 72,685
Accrued chargers and deferred income 15,829 11,933
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 5,065,416 4,401,389

Calculation of the debt-to-assets ratio

(x 1,000 EUR) 2020 2019
Non-current financial debts 1,246,813 893,487
Other non-current financial liabilities (except hedging instruments) + 390 326
Current financial debts + 1,035,945 870,363
Trade debts and other current debts + 67,622 72,685
Uncalled amounts of acquired securities + 180 180
Total debt 2,350,950 1,837,041
Total assets 5,065,416 4,401,389
Hedging instruments - 382 2,122
Total assets (except hedging instruments) = 5,065,034 4,399,267
DEBT-TO-ASSETS RATIO / 46.42% 41.76%

Obligation to distribute dividends according to the royal decree of 13.07.2014 concerning RRECs

(x 1,000 EUR) 2020 2019
Net result 122,774 197,542
Depreciation (+) 963 908
Impairments (+) 134 46
Writeback of impairments (-) -18 0
Writeback of lease payments sold and discounted (-) -9,444 -8,784
Other non-cash elements (+/-) 23,128 27,338
Result on disposal of property assets (+/-) -2,452 -10,953
Changes in fair value of investment properties (+/-) 4,455 -60,793
Corrected result (A) 139,539 145,305
Capital gains and losses realised1
on property assets during the financial year (+/-)
-38,784 -132,971
Realised gains1
on property assets during the year, exempt from the obligation to distribute
if reinvested within four years (-)
-42 -2,938
Realised gains on property assets previously exempt from the obligation to distribute and
that were not reinvested within four years (+)
0 0
Net gains on realisation of property assets not exempt from the distribution obligation (B) -38,826 -135,909
TOTAL (A+B) x 80% 80,571 7,517
Debt decrease (-) 0 0
Obligation to distribute dividends 80,571 7,517

Reconciliation between balance sheet and balance sheet after proposed alloca- tion (proforma A) and balance sheet after proposed distribution (proforma B)

(x 1.000 EUR) As at
31.12.2020
Capital increase
of 08.03.2021
Allocation pro
posed at the
general meeting
of 12.05.2021
Proforma A
31.12.2020
Distribution pro
posed at the
general meeting
of 12.05.2021
Proforma B
31.12.2020
Total balance sheet 5,065,416 177,850 0 5,243,266 0 5,243,266
Provision -25,329 0 0 -25,329 0 -25,329
Liabilities -2,464,786 0 0 -2,464,786 0 -2,464,786
Net assets 2,575,301 177,850 0 2,753,151 0 2,753,151
Distribution of dividends and profit
sharing plan
0 0 0 0 -165,829 -165,829
Net assets after distribution 2,575,301 177,850 0 2,753,151 -165,829 2,587,322
Capital 1,450,210 79,719 0 1,529,929 0 1,529,929
Unavailable share premiums 356,214 0 0 356,214 0 356,214
Available share premiums 527,227 98,131 625,359 0 625,359
Reserve of the positive balance of
changes in the fair value of property
assets
113,884 0 -4,455 109,430 0 109,430
Reserve of the estimated transaction costs
and rights resulting from the hypothetical
disposal of investment properties
0 0 0 0 0 0
Reserve of the balance of the changes
in the fair value of authorised hedging
instruments qualifying for hedge
accounting
-32,102 0 -20,448 -52,550 0 -52,550
Reserve of the balance of the changes
in the fair value of authorised hedging
instruments not qualifying for hedge
accounting
0 0 0 0 0 0
Reserve for treasury shares -1,875 0 0 -1,875 0 -1,875
Other reserves declared non
distributable by the general meeting
1,608 0 10 1,618 0 1,618
Legal reserve 0 0 0 0 0 0
Result carried forward 37,360 0 147,666 185,026 -165,829 19,197
Annual result 122,774 0 -122,774 0 0 0
Total equity 2,575,301 177,850 0 2,753,151 -165,829 2,587,322
  1. Compared to the acquisition value plus the capitalised renovation costs.

COFINIMMO 2020 UNIVERSAL REGISTRATION DOCUMENT

(x 1,000 EUR) 2020 2019
Total balance sheet 5,243,266 4,401,389
Provision -25,329 -24,151
Liabilities -2,464,786 -1,929,857
Net assets 2,753,151 2,447,381
Distribution of dividends and profit-sharing plan -165,829 -145,036
Net assets after distribution 2,587,322 2,302,345
Paid-up capital or, if greater, subscribed capital 1,529,929 1,385,227
Share premium account unavailable for distribution according to the articles of association 356,214 806,214
Reserve for the positive balance of changes in the fair value of property assets 109,430 134,502
Reserve for the estimated transaction costs and transfer duties resulting from the hypothetical disposal of
investment properties
0 -61,854
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge account 0 0
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge
accounting
-52,550 -39,823
Reserve for treasury shares 0 0
Other reserves declared non-distributable by the general meeting 1,618 2,017
Legal reserve 0 0

Non-distributable equity according to article 7:212 of Code of companies and associations 1,944,641 2,226,284 Margin remaining after distribution 642,681 76,061

Non-distributable equity according to article 7:212 of the code of companies and associations

The general meeting of 28.07.2020 decided to reduce the unavailable 'Share Premiums' account by 450,000,000 EUR by transfer to an available 'Share Premiums' account.

Cofinimmo is a regulated real estate company (RREC) and is subject to a minimum dividend distribution obligation which is, under article 45, 2° of the law of 12.05.2014 relating to regulated real estate companies (RREC Act), set at 80% of its operating profit determined in accordance with the diagram in Chapter III of Annex C of the royal decree of 13.07.2014 on regulated real estate companies (RD RREC). As a public limited company, it is also subject to article 7:212 of the Code of companies and associations (CCA) which provides that "no distribution may be made when the net assets, as shown in the annual accounts, are, or would become, following such a distribution, lower than the amount of the paid-up capital or, if this amount is higher, of the capital called up, increased by all the reserves which the law or the articles of association do not allow to distribute."

The cumulative application of the two rules may reveal an inconsistency: it is not inconceivable that the distribution of 80% of the operating profit referred to above collides with the application of article 7:212 of the CCA, in particular in the event of sales of buildings at market value which have been subject to writedowns in the past (hitherto unrealised and deducted from reserves) be sold at market value. In the event of the disposal of such buildings, these writedowns become 'realised' and negatively affect the margin defined by article 7:212 of the CCA.

The board of directors therefore proposed to transfer an amount from the unavailable 'Share Premiums' account to an available 'Share Premiums' account. It is specified that the company does not intend to distribute this amount, but simply to create an adequate margin for distribution capacity which allows in particular to take timely arbitration decisions within the portfolio while respecting both the RREC Act and the CCA. The attention of shareholders is drawn to the fact that the transfer of 450,000,000 EUR to an 'available' account could lead, by the distribution of the result, to the equity of the company falling below the level of equity contributed by the shareholders and increased by non-distributable reserves.

This proposed resolution was subject to approval by a special majority of at least three quarters of the votes cast and was adopted.

Consolidated statement of changes in shareholders' equity

(x 1,000 EUR) At 31.12.2018 Allocation
of the net result
Capital 1,232,176 0
Share premiums 664,203 0
Reserves 40,598 145,186
Reserve of the balance of changes in the fair value of property assets -84,005 9,486
Reserve of estimated transaction costs resulting from the hypothetical disposal of investment
properties
-57,107 -444
Reserve of the balance of changes in the fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is applied
0 0
Reserve of the balance of changes in the fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is not applied
2,492 -6,292
Distributable reserve 824 0
Non-distributable reserve -964 -109
Reserve of the change in the fair value of the convertible bond attributable to the change of
'own' credit risk
-1,697 0
Deferred result 181,055 142,544
Net result of the financial year 145,186 -145,186
TOTAL SHAREHOLDERS' EQUITY 2,082,162 0
(x 1,000 EUR) At 31.12.2019 Allocation

Dividends/ coupons

Share issue

Exercise of option on Cofinimmo shares (Stock Option Plan, treasury shares)

Acquisition/ Disposals of treasury shares

Hedging of cash flows

Transfer between distributable reserves and non-distributable reserves on asset disposals

financial year

Capital 1,385,227 0
Share premiums 806,214 0
Reserves 58,398 197,542
Reserve of the balance of changes in the fair value of property assets 67,257 67,246
Reserve of estimated transaction costs resulting from the hypothetical disposal of investment
properties
-55,403 -6,453
Reserve of the balance of changes in the fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is applied
0 0
Reserve of the balance of changes in the fair value of authorised hedging instruments to which
the hedging accounting defined in IFRS is not applied
-3,800 -24,394
Distributable reserve 824 0
Non-distributable reserve -1,076 4
Reserve of the change in the fair value of the convertible bond attributable to the change of
'own' credit risk
-11,627 0
Deferred result 62,223 161,139
Net result of the financial year 197,542 -197,542
TOTAL SHAREHOLDERS' EQUITY 2,447,381 0

of the net result

  1. In accordance with the FSMA circular of 02.07.2020.
At 31.12.2018
Allocation
Dividends/
Share
Exercise of option on
Acquisition/
Hedging of
of the net result
coupons
issue
Cofinimmo shares
Disposals
cash flows
(Stock Option Plan,
of treasury
treasury shares)
shares
Transfer between
Other
Result of the
At 31.12.2019
distributable
financial
reserves and
year
non-distributable
reserves on asset
disposals
1,232,176
0
0
153,051
0
0
0
0
0
0
1,385,227
664,203
0
0
142,011
0
0
0
0
0
0
806,214
40,598
145,186
-123,391
0
0
384
0
0
-4,379
0
58,398
-84,005
9,486
0
0
0
0
0
141,776
0
0
67,257
-444 0
0 2,148
0 0
0 0
0 -55,403
0 0
0 0
0 0
0 0
0 0
-6,292 0
0 0
0 0
0 0
0 -3,800
0 0
0 0
0 0
0 0
0 824
-109 0
0 0
0 0
0 0
-3 -1,076
0 0
0 0
0 -9,930
0 0
0 -11,627
142,544 0
-123,391 -143,924
0 5,551
0 0
387 62,223
-145,186 0
0 0
0 0
0 197,542
0 197,542
0 0
-123,391 0
295,062 -4,379
0 197,542
384 2,447,381

Consolidated statement of changes in shareholders' equity

At 31.12.2019
Allocation
of the net result
Dividends/
coupons
Share
issue
Exercise of option on
Cofinimmo shares
(Stock Option Plan,
treasury shares)
Acquisition/
Disposals
of treasury
shares
Hedging of
cash flows
Transfer between
distributable
reserves and
non-distributable
reserves on asset
disposals
Other Result of the
financial
year
At 31.12.2020
1,385,227
0
0 64,983 0 0 0 0 0 0 1,450,210
806,214
0
0 77,227 0 0 0 0 0 0 883,442
58,398
197,542
-145,036 0 0 254 0 0 7,717 0 118,875
67,257
67,246
0 0 0 0 0 40,426 -61,043 0 113,884
-6,453 0 0 0 0 0 810 61,043 0 0
0 0 0 0 0 0 0 0 0 0
-24,394 0 0 0 0 0 0 0 0 -28,195
0 0 0 0 0 0 0 0 0 824
4 0 0 0 -18 0 0 0 0 -1,090
0 0 0 0 0 0 0 7,721 0 -3,906
161,139 -145,036 0 0 272 0 -41,236 -4 0 37,360
-197,542 0 0 0 0 0 0 0 122,774 122,774
0 -145,036 142,210 0 254 0 0 7,717 122,774 2,575,301

STATUTORY AUDITOR'S REPORT ON THE FINANCIAL STATUTORY STATEMENTS

— Statutory auditor's report to the shareholders' meeting of Cofinimmo SA/NV for the year ended 31 December 2020 - Annual accounts

In the context of the statutory audit of the annual accounts of Cofinimmo SA/NV (the "company"), we hereby submit our statutory audit report. This report includes our report on the annual accounts and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders' meeting of 13 May 2020, in accordance with the proposal of the board of directors ("bestuursorgaan" / "organe d'administration") issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders' meeting deliberating on the annual accounts for the year ending 31 December 2022. We have performed the statutory audit of the annual accounts of Cofinimmo SA/NV for 28 consecutive periods.

Report on the annual accounts

Unqualified opinion

294

We have audited the annual accounts of the company, which comprise the statement of financial position as at 31 December 2020, the statement of comprehensive income, the statement of changes in equity and the statement of cash flow for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The annual accounts show total assets of 5,065,416 (000) EUR and the income statement shows a profit for the year ended of 122,774 (000) EUR.

In our opinion, the annual accounts give a true and fair view of the company's net equity and financial position as of 31 December 2020 and of its results for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the "Responsibilities of the statutory auditor for the audit of the annual accounts" section of our report. We have complied with all ethical requirements relevant to the statutory audit of the annual accounts in Belgium, including those regarding independence.

We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Valuation of investment properties

  • Investment properties measured at fair value (EUR 2.347 million) represent 46 per cent of the balance sheet total as at 31 December 2020. Changes in the fair values of the investment properties have a significant impact on the net result for the period and equity.
  • The portfolio includes completed investments and properties under construction and acquisitions. Divestments of investment properties are individually significant transactions.
  • Cofinimmo NV/SA uses professionally qualified external valuers to fair value the company's portfolio at three - monthly intervals. The valuers are engaged by the Directors and performed their work in accordance with the Royal Institute of Chartered Surveyors ('RICS') Valuation – Professional Standards. The valuers used by Cofinimmo NV/SA have considerable experience in the markets in which the company operates.
  • The portfolio is valued at fair value, with development properties valued by the same methodology with a deduction for all costs necessary to complete the development together with a remaining allowance for risk. The key inputs into the valuation exercise are yields and current market rent, which are influenced by prevailing market forces, comparable transactions and the specific characteristics of each property in the portfolio.
  • In their report as of 31 December 2020, the experts draw attention to a material valuation uncertainty clause with regard to the effects of the COVID-19 pandemic on the valuation for a part of the investment property portfolio. This uncertainty is applicable for specific segments whose aggregate value accounts for approximately 23% of the consolidated portfolio.
  • Therefore, the audit risk appears in the assumptions and critical judgment linked to those key inputs, in particular the yield.

Reference to disclosures

• We refer to the annual accounts, including notes to the annual accounts: Note 2, Significant accounting policies; Note 22, Investment property.

  • We considered the internal control implemented by management and we carried out testing related to the design and implementation of controls over investment properties.
  • We assessed the competence, independence and integrity of the external valuers.
  • We discussed and challenged the valuation process, performance of the portfolio and significant assumptions and critical judgement areas.
  • We benchmarked and challenged the key assumptions to external industry data and comparable property transactions, in particular the yield.
  • We performed audit procedures to assess the integrity and completeness of information provided to the independent valuers related to rental income, key rent contract characteristics and occupancy.
  • We agreed the amounts per the valuation reports with the accounting records and from there we agreed the related balances with the financial statements.
  • As part of our audit procedures performed on the acquisitions and divestments of properties we examined significant contracts and documentation on the accounting treatment applied to these transactions.
  • We assessed the appropriateness of the disclosures provided on the fair value of investment properties.
  • Furthermore, we assessed whether the material valuation uncertainty, which is applicable to some segments, has been disclosed in an appropriate manner in the notes to the financial statements.

Responsibilities of the board of directors for the preparation of the annual accounts

The board of directors is responsible for the preparation and fair presentation of the annual accounts in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of the annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the board of directors is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the statutory auditor for the audit of the annual accounts

296

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of annual accounts in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company's business has been conducted or will be conducted.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the annual accounts, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate to the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report on the annual accounts, for the documents to be filed according to the legal and regulatory requirements, for maintaining the company's accounting records in compliance with the legal and regulatory requirements applicable in Belgium, as well as for the company's compliance with the Code of companies and associations and the company's articles of association.

Responsibilities of the statutory auditor

As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director's report on the annual accounts those documents to be filed according to the legal and regulatory requirements and compliance with certain obligations referred to in the Code of companies and associations and the articles of association, as well as to report on these matters.

Aspects regarding the directors' report

In our opinion, after performing the specific procedures on the directors' report on the annual accounts, the directors' report on the annual accounts is consistent with the annual accounts for that same year and has been established in accordance with the requirements of article 3:5 and 3:6 of the Code of companies and associations.

In the context of our statutory audit of the annual accounts we are responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the annual accounts and other information disclosed in the annual report, i.e.:

• Risk Factors, Management report – Transactions and performances in 2020, Management report – Appropriation of company results, Management report - Events after 31.12.2020, Management report – Management of financial resources, Corporate governance statement – Internal Control and Risk Management;

is free of material misstatements, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such a material misstatement.

Statement on the social balance sheet

The social balance sheet, to be filed at the National Bank of Belgium in accordance with article 3:12, § 1, 8° of the Code of companies and associations, includes, both in form and in substance, all of the information required by this Code, including those relating to wages and training, and is free from any material inconsistencies with the information available to us in the context of our mission.

Statements regarding independence

  • Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the company during the performance of our mandate.
  • The fees for the additional non-audit services compatible with the statutory audit of the annual accounts, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the annual accounts.

Other statements

  • Without prejudice to certain formal aspects of minor importance, the accounting records are maintained in accordance with the legal and regulatory requirements applicable in Belgium.
  • The appropriation of results proposed to the general meeting is in accordance with the relevant legal and regulatory requirements.
  • We do not have to report any transactions undertaken or decisions taken which may be in violation of the company's articles of association, the Code of companies and associations.
  • This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) N° 537/2014.
  • We have assessed the financial consequences for the company relating to the decision taken in respect of the conflict of interest as described in the board of directors' report. We refer to the Corporate Governance statement included in the Management report for a detailed description of the conflict of interest for the board of directors.

Zaventem, 10 March 2021.

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Represented by Rik Neckebroeck

Appendices to the ESG report 298

Courthouse (public lobby 'Salle des pas perdus') – Antwerp (BE)

TABLE OF CONTENTS

EPRA performance indicators 299
Dashboard 319
Link between topics of Cofinimmo and SDGs 325
GRI content index 326
Auditor's report 330

EPRA PERFORMANCE INDICATORS

— Cofinimmo is constantly seeking quality and transparency in its communication towards its stakeholders. To this end, it applies the sustainability Best Practices Recommendations (sBPR), promulgated by EPRA

In September 2020, the European association of listed real estate companies EPRA granted Cofinimmo, among other leading European listed companies, an sBPR award for the ninth consecutive year for the quality of its sustainability report.

Organisational boundaries

The data is calculated based on information in the possession of Cofinimmo as landlord, and Cofinimmo Services and Superstone as managers of real estate portfolios. It also includes the data collected from the buildings' occupants. In this way, an operational control approach is adopted. Surface areas under operational control (directly managed) include Cofinimmo's head office, the operational multi-tenant leases, and medical office buildings (398.003 /2.317.911 m²). Their 'GHG' emissions are considered as scope 1 and 2.

Cofinimmo has no operational control over consumption in buildings in the following segments: healthcare real estate to the exclusion of medical office buildings, property of distribution networks, PPP, and single-tenant office buildings, which together represent 83% of the portfolio. These buildings are indirectly managed and their GHG emissions are considered as scope 3.

It is important to note that, for non-financial indicators, all the buildings of the portfolio are included, without distinction between operational and financial leases.

Coverage

Coverage is always expressed in m² per segment. The surface areas used match the surface area of the buildings as in chapter 'Property report' (see pages 138-147). The surface area used for the calculation of the intensity of the different environmental performance indicators is listed in a table at the beginning of the environmental performance indicators (see page 303).

By absolute indicator, the coverage is expressed as the number of buildings compared to the total number of buildings per line and as a percentage of surface area compared to the total surface area per line.

For electricity, fuels and waste, the directly managed portfolio coverage is approximately 95%, the coverage for water and waste is approximately 90%.

Consumption estimations

For all the meters, the consumption estimations are made using the same formula and based on the data mentioned on annual invoices. In order to obtain an annual consumption corresponding to a calendar year, an extrapolation of the consumption is made on the basis of the last recorded annual consumption for the missing period (for example: the consumption for the period going from June 2019 to May 2020 will be used as a basis for estimating the consumption for the period going from June 2020 to December 2020). For fuel, the formula takes into account degree-days. The method has been validated and this data is verified for a sample of sites during the third-party assurance.

Should the private consumption for multi-tenant buildings be incomplete because some tenants did not send the necessary information, the missing private consumption is estimated based on the known average private consumption for other floors in the same building.

The portion of estimated data is higher in 2020 due to the desire to close the non-financial data prior to the audit committee meeting. For Cofinimmo's head office, no data has been estimated. By absolute indicator, the proportion of estimated data is expressed in percentage compared to the total per line.

Third-party assurance

All the environmental, social and governance performance indicators included on pages 303-318 have been subject to a third-party assurance by Deloitte Réviseurs d'Entreprises/Bedrijfsrevisoren SC s.d.f. SCRL (see the 'Statutory Auditor's report'), in accordance with ISAE 3000. This report provides an external and objective perspective on the data and helps ensure that it accurately reflects reality. No observations were made. The monitored indicators correspond to the 28 performance indicators recommended by EPRA and represent 21 Global Reporting Initiative disclosures (GRI). They are considered to be material for the real estate sector.

Medical office building Sionsberg – Dokkum (NL)

Limitations on consumption

Consumption data is provided directly by the tenant for a sample of surface areas (56% of portfolio indirectly managed), comprising a mix of operational and financial leases.

In total, 100% of the consumption data for the private spaces of multi-tenant buildings is obtained by the landlord's property manager (50%) or by the distribution network's manager with the formal agreement of the tenant (50%).

Cofinimmo can only act on the consumption of the shared technical equipment of its assets whether multi-tenant office buildings, healthcare properties for which Cofinimmo Services and Superstone handle property management, or the head office (17% of the portfolio).

Normalisation

The normalisation is clearly indicated for each indicator. Fuel consumption is usually normalised to assess the rigours of the climate. The comparison is based on normalised consumption, based on degree-days (DD). The number of DDs rises as it gets colder. The average DD value for a location (established over the past 30 years) is called normal degree-days (NDD).

Normalised consumption = Recorded consumption x NDD / DD

The environmental intensity indicators are always expressed per unit of surface area.

Analysis per segment

In addition to the distinction between buildings under or outside of operational control, a distinction is made between the following segments: healthcare real estate, property of distribution networks and PPP, and offices. The impact of Cofinimmo's head office is transparently communicated on a separate line. Segmentation is therefore done in the same way as for the financial analysis.

Since environmental legislation as well as GHG emissions conversion factors are different in each country, indicators are then analysed geographically without the operational control distinction.

Cofinimmo's head office

In complete transparence, each indicator states the head office measurements as well as the evolution of the measurements on a separate line. For the head office, no estimate has been made and the coverage is 100 % for each indicator. Being part of Cofinimmo's portfolio, the head office is included in the consolidated results of the office segment.

The social indicators related to the employees cover all employees (140 persons) in Belgium (126 persons), in France (3 persons), in the Netherlands (6 persons), in Germany (4 persons) and in Spain (1 person). All the other indicators only cover de surface areas in Belgium (3,868 m2 ), since the surface areas occupied in France (93 m2 ), the Netherlands (35 m2 ) and Germany (approximately 30 m2 ) are not material.

Performance

The results relating to electricity, fuel, and water consumption, as well as waste, cover both the buildings under Cofinimmo's operational control and those under the operational control of the tenants. In 2020, no data could be collected on urban heat.

The findings on the environmental indicators below concern the 2019-2020 like-for-like analysis. On a like-for-like basis, there was a 16.1% decrease in emissions, with the following breakdown: • a 17.3% decrease in scopes 1 and 2;

• a 15.6% decrease in scope 3.

This is in line with our objective of reducing the energy intensity of our portfolio by 30%.

Water consumption per m² is almost five times higher in the healthcare real estate segment than in the office segment. With a like-forlike asset mix, a decrease in water consumption of 5.5% is observed. An action plan is implemented for further monitoring in the directly managed portfolio.

With a like-for-like asset mix, the quantities of waste in tonnes decreased by 25.4% and 43% of the collected waste is recycled.

While energy, water, and waste reductions in the office segment are partially impacted by the lockdown, consumption in the healthcare sector is impacted to a lesser degree by the health crisis. The overall reductions in the portfolio are therefore the result of a combination of activities aiming at reducing consumption and temporarily reduced occupancy

The 8 buildings with BREEAM or BREEAM-equivalent certifications represent approximately 5% of the portfolio. In the context of ISO 14001 certification, the principles of BREEAM and/or BREEAM In-Use certification also apply to the overall portfolio. As with what is required for a BREEAM certification, the same approach is followed for property management, project management and development.

More details on performance by indicator is available on the following pages in the notes at the end of the results for each indicator.

All the 2020 data were taken from the energy accounting system.

The material stakes relating to energy intensity and GHG emissions are included in the chapter on pages 107-109. The objectives relating to the coverage of energy intensity and GHG emissions are included in the 'Dashboard' (see pages 319-323).

The ratio between the base salary and the salary for women and men is increasing at the executive committee level, demonstrating more equal remuneration. For the other levels, the decrease in the ratio is explained by the types of positions held by men at each level.

Park Lane office building – Brussels periphery (BE)

63%

ELECTRICITY COVERAGE

61%

FUEL COVERAGE

52%

WATER COVERAGE

25%

WASTE COVERAGE

2,317,911 m2

SURFACE OF PORTFOLIO

Publication

The environmental and social indicators are published in full in this chapter (see pages 303-318).

The information relating to the governance indicators is published in the 'Corporate Governance Statement' chapter (see pages 180-207).

Reporting period

The indicators cover the period from 01.01.2020 to 31.12.2020. A comparison is made with the 2019 figures. No adjustments were made to the 2019 historical data on an individual basis.

Materiality

A comprehensive materiality analysis was carried out and is documented in the chapter 'Major trends and their impacts on the ESG strategy' (see pages 96-99).

This analysis showed that all the EPRA performance indicators are material and therefore listed on the following pages.

Port/Haven 86C ('Bruxelles Environnement'/ 'Leefmilieu Brussel') – Brussels CBD (BE)

PORTFOLIO COVERAGE BY INDICATOR AND SEGMENT (M²)

Total
surface
area
Elec
Abs
Elec
LfL
Fuels
Abs
Fuels
LfL
Indir
Abs
Indir
LfL
Dir
Abs
Dir
LfL
Water
Abs
Water
LfL
Waste
Abs
Waste
LfL
Healthcare real estate 1,198,123 728,654 548,832 677,707 485,819 728,654 548,832 0 0 559,241 384,094 0 0
Distribution networks 375,325 19,692 6,429 19,170 5,645 19,692 6,429 0 0 0 0 0 0
PPP 148,124 138,855 127,571 138,855 127,571 138,855 127,571 0 0 111,732 28,316 100,448 28,316
Single-tenant offices 198,336 195,136 155,487 198,011 177,551 195,136 155,487 0 0 184,597 151,786 121,585 95,247
TOTAL indirectly managed 1,919,908 1,082,337 838,319 1,033,743 796,586 1,082,337 838,319 0 0 855,570 564,196 222,033 123,563
Medical office buildings 45,773 30,080 27,611 24,565 18,969 30,080 27,611 24,565 18,969 26,687 17,137 16,913 16,913
Multi-tenant offices – shared 348,362 348,362 341,104 348,362 337,411 348,362 341,104 348,362 337,411 324,011 285,660 337,754 330,496
Private (purchase by landlord) 202,169 202,169 194,911 0 0 202,169 194,911 0 0 0 0 0 0
Private (purchase by tenant) 146,193 146,193 146,193 0 0 146,193 146,193 0 0 0 0 0 0
Head office 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868 3,868
TOTAL directly managed 398,003 382,310 372,583 376,795 360,248 382,310 372,583 376,795 360,248 354,566 306,665 358,535 351,277
TOTAL 2,317,911 1,464,647 1,210,902 1,410,538 1,156,834 1,464,647 1,210,902 376,795 360,248 1,210,136 870,861 580,568 474,840
Total
surface
area
Elec
Abs
Elec
LfL
Fuels
Abs
Fuels
LfL
Indir
Abs
Indir
LfL
Dir
Abs
Dir
LfL
Water
Abs
Water
LfL
Waste
Abs
Waste
LfL
Healthcare real estate (BE) 564,439 486,056 377,253 452,396 322,561 486,056 377,253 0 0 350,957 228,467 0 0
Healthcare real estate (FR) 214,035 155,081 150,565 155,081 140,946 155,081 150,565 0 0 155,081 146,015 0 0
Healthcare real estate +
medical office buildings (NL)
162,702 85,784 48,625 64,439 36,200 85,784 48,625 24,565 18,969 29,761 20,211 16,913 16,913
Healthcare real estate (DE) 281,655 31,813 0 30,356 5,081 31,813 0 0 0 50,129 6,538 0 0
Healthcare real estate (ES) 21,065 0 0 0 0 0 0 0 0 0 0 0 0
TOTAL Healthcare real estate 1,243,896 758,734 576,443 702,272 504,788 758,734 576,443 24,565 18,969 585,927 401,231 16,913 16,913
TOTAL Offices 550,566 547,366 500,459 550,241 518,830 547,366 500,459 352,230 341,279 512,476 441,314 463,207 429,611

For 2020, no information is available for the indicators concerning warm urban systems (DH&C-Abs and DH&C-LfL).

Environmental performance indicators

ENERGY INTENSITY (KWH/M2 /YEAR)

Based on disclosures GRI 302-3 and CRE1

Ratio between total energy consumed from all sources, i.e. electricity, fuel, urban heating and refrigeration, divided per surface unit. Total of energy consumed where the numerator corresponds to the sum of the three following indicators in absolute value: electricity, energy coming from urban heating, fuels.

Elec-Int DH&C-Int Fuels-Int Energy-Int Energy-Int LfL
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Healthcare
real estate
55 59 -7.8% 0 32 - 106 117 -9.9% 160 176 -9.0% 172 187 -7.7%
Distribution networks 56 37 50.9% - - - 94 71 32.1% 151 109 38.6% 71 106 -32.5%
PPP 43 43 0.2% - - - 72 69 4.1% 114 112 2.6% 114 112 2.0%
Single-tenant offices 150 173 -13.2% - - - 76 87 -11.6% 227 260 -12.7% 261 270 -3.1%
TOTAL
indirectly managed
70 77 -8.0% 0 32 - 95 104 -8.1% 166 180 -7.9% 178 188 -5.7%
Medical office
buildings
79 77 3.8% 0 0 - 37 49 -24.8% 116 126 -7.4% 125 127 -1.4%
Multi-tenant offices 85 98 -13.6% - - - 75 77 -2.2% 160 175 -8.6% 159 178 -10.4%
Head office 79 93 -14.4% - - - 56 83 -32.6% 135 176 -23.0% 135 176 -23.0%
TOTAL
directly managed
84 96 -12.6% 0 0 - 73 76 -4.1% 157 172 -8.9% 157 174 -10.0%
TOTAL 74 82 -10.2% 0 32 - 89 95 -6.4% 163 178 -8.0% 171 184 -7.0%
  1. The values shown represent the total consumption for the building, without distinction between the private and shared areas.

  2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.

  3. No information is available for the distribution networks in France and the Netherlands.

  4. For distribution networks, the significant increase is due to the fact that the coverage has doubled for a more representative sample.

Elec-Int DH&C-Int Fuels-Int Energy-Int Energy-Int LfL
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Healthcare
real estate (BE)
44 49 -11.4% - - - 115 128 -10.6% 158 177 -10.8% 171 177 -3.7%
Healthcare
real estate (FR)
80 90 -11.1% - - - 88 113 -21.4% 168 203 -16.9% 169 203 -16.8%
Healthcare
real estate + medical
office buildings (NL)
85 92 -8.5% 0 0 - 63 98 -36.4% 147 191 -22.9% 187 192 -2.3%
Healthcare
real estate (DE)
46 39 18.4% 0 32 - 93 82 13.0% 138 120 15.1% 0 0 -
Healthcare
real estate (ES)
0 0 - - - - 0 0 - 0 0 - 0 0 -
TOTAL
Healthcare real estate
56 60 -7.2% 0 32 - 103 115 -10.3% 159 175 -9.1% 171 185 -7.5%
TOTAL Offices 108 121 -10.7% - - - 76 80 -5.8% 184 201 -8.7% 191 206 -7.5%
  1. No information is available for healthcare real estate in Spain.

TOTAL ELECTRICITY CONSUMPTION (MWH/YEAR)

Based on disclosures GRI 302-1 and 302-2

Total electricity consumed from indirect renewable and non-renewable sources (indirect means that the electricity is produced off-site and purchased from an electricity supplier).

Number of Elec-Abs Elec-LfL Electricity from Estimated
buildings in m2 2020 2019 2020 2019 renewable
sources
electricity
consumption
Healthcare
real estate
125/205 61% 39,883 38,063 30,325 34,485 -12.1% 1.4% 0.6%
Distribution
networks
33/1,176 5% 1,107 300 205 250 -18.1% 0.0% 11.7%
PPP 6/7 94% 5,919 5,428 5,289 5,428 -2.5% 0.0% 9.3%
Single-tenant
offices
27/28 98% 29,363 28,122 27,542 28,022 -1.7% 0.9% 6.8%
TOTAL
indirectly managed
191/1,416 56% 76,272 71,912 63,361 68,184 -7.1% 1.1% 3.8%
Medical office
buildings
14/15 66% 2,389 2,149 2,136 2,149 -0.6% 0.0% 1.4%
Multi-tenant
offices – shared
48/48 100% 15,608 18,459 15,397 17,567 -12.3% 2.5% 0.0%
Private
(purchase
by landlord)
24/24 100% 6,942 8,293 6,732 7,807 -13.8% 0.0% 0.3%
Private
(purchase
by tenant)
24/24 100% 6,934 8,889 6,934 8,560 -19.0% 0.0% 24.8%
Head office 1/1 100% 306 358 306 358 -14.4% 1.6% 0.0%
TOTAL
directly managed
63/64 96% 32,180 38,148 31,506 36,440 -13.5% 1.2% 5.5%
TOTAL 254/1,480 63% 108,452 110,060 94,867 104,625 -9.3% 1.1% 4.3%
  1. The values shown represent the total consumption of the buildings, without distinction between the private and shared areas, except for the multi-tenant offices directly for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption purchased by the landlord and by the tenant 2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly

managed buildings.

  1. No information available for the distribution networks in France and in the Netherlands.
Number of Coverage Elec-Abs Elec-LfL Electricity from Estimated
buildings in m2 2020 2019 2020 2019 renewable
sources
electricity
consumption
Healthcare
real estate (BE)
69/83 86% 21,165 18,548 15,679 18,548 -15.5% 0.5% 1.0%
Healthcare
real estate (FR)
36/49 72% 12,398 13,547 12,148 13,547 -10.3% 0.0% 0.0%
Healthcare real
estate + medical
office buildings (NL)
29/42 53% 7,253 4,539 4,634 4,539 2.1% 6.4% 0.8%
Healthcare
real estate (DE)
5/43 11% 1,456 3,578 0 0 - 0.0% 0.5%
Healthcare
real estate (ES)
0/3 0% 0 0 0 0 - 0.0% 0.0%
TOTAL
Healthcare real estate
139/220 61% 42,272 40,212 32,462 36,634 -11.4% 1.3% 0.6%
TOTAL Offices 76/77 99% 59,153 64,120 56,912 62,313 -8.7% 1.1% 6.3%
  1. No information is available for healthcare real estate in Spain.

TOTAL FUEL CONSUMPTION (MWH/YEAR)

Based on disclosures GRI 302-1 and 302-2

The types of fuel used are gas and fuel oil, and pellets.

Number of Coverage Fuels-Abs Fuels-LfL Estimated fuel
buildings in m2 2020 2019 2020 2019 consumption
Healthcare real estate 116/205 57% 71,580 68,172 56,887 60,235 -5.6% 20.2%
Distribution network 31/1,176 5% 1,808 498 224 378 -40.8% 7.4%
PPP 6/7 94% 9,968 8,800 9,220 8,800 4.8% 24.7%
Single-tenant offices 27/28 100% 15,142 15,936 14,931 15,853 -5.8% 13.3%
TOTAL
indirectly managed
180/1,416 54% 98,498 93,407 81,262 85,266 -4.7% 19.4%
Medical office buildings 12/15 54% 909 934 909 934 -2.6% 0.0%
Multi-tenant offices 48/48 100% 26,195 27,699 24,939 26,338 -5.3% 7.4%
Head office 1/1 100% 217 322 217 322 -32.6% 0.0%
TOTAL
directly managed
61/64 95% 27,321 28,955 26,065 27,593 -5.5% 7.1%
TOTAL 241/1,480 61% 125,820 122,362 107,327 112,859 -4.9% 16.7%
  1. The values of fuels used consist of 95.4% of heating gas and 4.6% of heating oil.

  2. The values shown represent the total consumption for the building, without distinction between the private and shared areas.

  3. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly

managed buildings. 4. The like-for-like analysis is based on the total consumption of the building, without distinction between the private and shared areas.

  1. No information available for the distribution networks in France and in the Netherlands.

  2. The types of fuel used are not from renewable sources.

Number of Coverage Fuels-Abs Fuels-LfL Estimated fuel
buildings in m2 2020 2019 2020 2019 consumption
Healthcare real estate (BE) 64/83 80% 51,925 41,392 41,704 41,392 0.8% 27.6%
Healthcare real estate (FR) 36/49 72% 13,721 15,870 12,396 15,870 -21.9% 0.5%
Healthcare real estate +
medical office buildings (NL)
23/42 40% 4,032 3,560 3,328 3,560 -6.5% 1.5%
Healthcare real estate (DE) 5/43 11% 2,810 8,284 369 346 6.4% 0.1%
Healthcare real estate (ES) 0/3 0% 0 0 0 0 - 0.0%
TOTAL
Healthcare real estate
128/220 56% 72,489 69,106 57,796 61,168 -5.5% 20.0%
TOTAL
Offices
76/77 100% 41,555 43,958 40,087 42,513 -5.7% 9.5%
  1. No information is available for healthcare real estate in Spain.

  2. The types of fuel used are not from renewable sources.

To assess the rigours of the climate, it is standard practice to compare the normalised consumption of fuels based on degree days (DD). The number of DD rises as it gets colder. The average DD value for a location (established over the past 30 years) is called normal degree days (NDD).

Normalised consumption = Recorded consumption x NDD / DD

Number of
buildings
Coverage
in m2
MWh Normalised
consumption
Normalised like-for-like
consumption
MWh
Normalised
intensity
kWh/m²
2020 2019 2020 2019 2020 2019
Healthcare real
estate
116/205 57% 88,006 74,777 69,942 66,071 5.9% 130 129 1.0%
Distribution
networks
31/1,176 5% 2,223 547 275 414 -33.6% 116 78 48.1%
PPP 6/7 94% 12,255 9,652 11,336 9,652 17.4% 88 76 16.6%
Single-tenant
offices
27/28 100% 18,617 17,480 18,357 17,389 5.6% 94 95 -0.9%
TOTAL
indirectly managed
180/1,416 54% 121,101 102,457 99,910 93,527 6.8% 117 114 3.0%
Medical office
buildings
12/15 54% 1,118 1,024 1,118 1,024 9.1% 45 54 -15.7%
Multi-tenant
offices
48/48 100% 32,206 30,383 30,662 28,889 6.1% 92 84 9.6%
Head office 1/1 100% 267 353 267 353 -24.4% 69 91 -24.4%
TOTAL
directly managed
61/64 95% 33,591 31,760 32,046 30,266 5.9% 89 83 7.5%
TOTAL 241/1,480 61% 154,692 134,217 131,956 123,793 6.6% 110 105 4.9%
  1. The 15/15 DD in Uccle/Ukkel for 2019 was 1,734.

  2. The 15/15 DD in Uccle/Ukkel for 2020 was 1,547.

  3. The NDD in Uccle/Ukkel was 1,902 (base year 2015).

  4. The evolution of fuel consumption in a constant climate is vastly different per segment, which results in an increase. An action plan is implemented for further monitoring in the multi-tenant office segment

TOTAL URBAN HEATING AND REFRIGERATION CONSUMPTION (MWH/YEAR)

Based on disclosure GRI 302-2

Number of Coverage DH&C-Abs DH&C-LfL Energy Estimated
buildings in m2 2020 2019 2020 2019 from
renewable
sources
energy
intensity
Healthcare
real estate
0/205 0% 0 211 0 0 - 0.0% 0.0%
TOTAL
indirectly managed
0/1,416 0% 0 211 0 0 - 0.0% 0.0%
  1. The conversion factor used is 278 kWh/GJ.

  2. Cofinimmo's buildings are not supplied with urban refrigeration.

  3. No information is available for healthcare real estate in Germany supplied by urban heating systems.

TOTAL DIRECT AND INDIRECT GHG EMISSIONS (TONNES OF CO2 E/YEAR)

Based on disclosures GRI 305-1, 305-2 and 305-3

Scope 1: amount of GHG emitted directly through the use of fuel on-site per year in the directly managed buildings.

Scope 2: amount of GHG emitted indirectly through the purchase of electricity per year in the directly managed buildings.

Scope 3: amount of GHG emitted directly through the on-site use of fuel per year and amount of GHG emitted indirectly and, through the purchase of electricity and urban heating per year in indirectly managed buildings.

Total: total direct and indirect GHG emissions.

GHG-Indir-Abs GHG-Dir-Abs GHG-Abs GHG-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate 21,451 23,207 0 0 21,451 23,207 16,072 19,741 -18.6%
Distribution networks 558 173 0 0 558 173 80 135 -40.2%
PPP 3,044 3,069 0 0 3,044 3,069 2,784 3,069 -9.3%
Single-tenant offices 8,066 8,668 0 0 8,066 8,668 7,715 8,630 -10.6%
TOTAL indirectly managed 33,119 35,116 0 0 33,119 35,116 26,652 31,575 -15.6%
Medical office buildings 853 939 186 228 1,039 1,167 949 1,167 -18.7%
Multi-tenant offices - shared 2,638 3,138 5,549 6,875 8,187 10,013 7,894 9,520 -17.1%
Private (purchase by landlord) 1,173 1,410 0 0 1,173 1,410 1,138 1,327 -14.3%
Private (purchase by tenant) 1,172 1,511 0 0 1,172 1,511 1,172 1,455 -19.5%
Head office 52 61 44 79 96 139 96 139 -30.9%
TOTAL directly managed 5,888 7,059 5,780 7,181 11,667 14,240 11,248 13,608 -17.3%
TOTAL 39,006 42,175 5,780 7,181 44,786 49,356 37,900 45,184 -16.1%
  1. The values shown represent the total emissions of buildings, without distinction between the private and shared areas, except for multi-tenant offices for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants.

  2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings..

  3. The CO2 emission factor for electricity varies per country (Source: IEA 2020).

Belgium: 169 g CO2 e/Kwh

France: 53.9 g CO2 e/Kwh

Netherlands: 357 g CO2 e/Kwh

Germany: 350 g CO2 e/Kwh

  1. The CO2 emission factor for gas is 205 g CO2 e/kWh (Source: Bilan Carbone). 5. No information is available for the distribution networks in France and the Netherlands.

  2. The CO2 emission factor for fuel oil is 284.84 g CO2 e/kWh (Source: DEFRA 2020).

  3. The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 305-307.

GHG-Indir-Abs GHG-Dir-Abs GHG-Abs GHG-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate (BE) 14,234 13,249 0 0 14,234 13,249 11,199 13,249 -15.5%
Healthcare real estate (FR) 3,728 4,724 0 0 3,728 4,724 3,409 4,724 -27.8%
Healthcare real estate +
medical office buildings (NL)
3,230 2,624 186 228 3,416 2,852 2,337 2,852 -18.1%
Healthcare real estate (DE) 1,111 3,550 0 0 1,111 3,550 76 84 -10.5%
Healthcare real estate (ES) 0 0 0 0 0 0 0 0 -
TOTAL Healthcare real estate 22,304 24,146 186 228 22,490 24,373 17,021 20,908 -18.6%
TOTAL Offices 13,101 14,787 5,593 6,954 18,695 21,741 18,015 21,072 -14.5%

The conversion factors used above are based on location.

Taking into account the market conversion coefficients, the line 'TOTAL directly managed' (excluding private consumption of the offices) of indirect emissions becomes 0 following the green electricity contract that Cofinimmo Services and Superstone have signed for all the surfaces under operational control.

GHG-Indir-Abs GHG-Dir-Abs GHG-Abs GHG-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate 21,451 23,207 0 0 21,451 23,207 16,072 19,741 -18.6%
Distribution networks 558 173 0 0 558 173 80 135 -40.2%
PPP 3,044 3,069 0 0 3,044 3,069 2,784 3,069 -9.3%
Single-tenant offices 8,066 8,668 0 0 8,066 8,668 7,715 8,630 -10.6%
TOTAL indirectly managed 33,119 35,116 0 0 33,119 35,116 26,652 31,575 -15.6%
Medical office buildings 0 0 186 228 186 228 186 228 -18.2%
Multi-tenant offices – shared 0 0 5,549 6,875 5,549 6,875 5,291 6,534 -19.0%
Private (purchased by landlord) 0 0 0 0 0 0 0 0 -
Private (purchased by tenant) 1,172 1,511 0 0 1,172 1,511 1,172 1,455 -19.5%
Head office 0 0 44 79 44 79 44 79 -43.3%
TOTAL directly managed 1,172 1,511 5,780 7,181 6,952 8,693 6,694 8,295 -19.3%
TOTAL 34,291 36,627 5,780 7,181 40,070 43,808 33,346 39,870 -16.4%
  1. The values shown represent the total emissions of buildings, without dinstinction between the private and shared areas, except for multi-tenant offices for which there

is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants.

  1. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.

  2. The CO2 emission factor for electricity varies per country (Source: IEA 2020) if the type of contract is unknown.

Belgium: 169 g CO2 e/kWh

France: 53.9 g CO2 e/kWh

Netherlands: 357 g CO2 e/kWh Germany: 350 g CO2 e/kWh

  1. The CO2 emission factor for gas is 205 g CO2 e/kWh (Source: Bilan Carbone).

  2. No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Spain.

  3. The CO2 emission factor for fuel oil is 284.84 g CO2 e/kWh (Source: DEFRA 2020).

  4. The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 305-307.

GHG-Indir-Abs GHG-Dir-Abs GHG-Abs GHG-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate (BE) 14,234 13,249 0 0 14,234 13,249 11,199 13,249 -15.5%
Healthcare real estate (FR) 3,728 4,724 0 0 3,728 4,724 3,409 4,724 -27.8%
Healthcare real estate +
medical office buildings (NL)
2,377 1,685 186 228 2,563 1,912 1,574 1,912 -17.7%
Healthcare real estate (DE) 1,111 3,550 0 0 1,111 3,550 76 84 -10.5%
Healthcare real estate (ES) 0 0 0 0 0 0 0 0 -
TOTAL Healthcare real estate 21,451 23,207 186 228 21,637 23,434 16,258 19,969 -18.6%
TOTAL Offices 9,238 10,179 5,593 6,954 14,832 17,132 14,223 16,698 -14.8%

The above-mentioned emissions of the head office only reflect the emissions associated with energy consumption. The total carbon footprint of the head office is published in the chapter 'Energy intensity and GHG emissions'. The values below show the total emissions of the head office per scope.

GHG-Indir-Abs GHG-Dir-Abs GHG-Abs
2020 2019 2020 2019 2020 2019
Infrastructure 0 0 38 60 38 60 -36.7%
Company cars 0 0 206 280 206 280 -26.4%
TOTAL Scopes 1 + 2 0 0 244 340 244 340 -28.2%
Cat. 1 – Paper purchase 1 2 0 0 1 2 -50.0%
Cat. 2 – Equipments 166 176 0 0 166 176 -5.7%
Cat. 3 – Scopes 1 + 2 – upstream 59 82 0 0 59 82 -28.0%
Cat. 5 – Waste 2 2 0 0 2 2 0.0%
Cat. 6 – Business trips 26 62 0 0 26 62 -58.1%
Cat. 7 – Home-work commuting 16 47 0 0 16 47 -66.0%
Cat. 9 – Visitors 3 16 0 0 3 16 -81.3%
TOTAL Scope 3 273 387 0 0 273 387 -29.5%
TOTAL Head office 273 387 244 340 517 727 -28.9%

GHG EMISSIONS INTENSITY (KG CO2 E/M²/YEAR)

Based on disclosures GRI 305-4 and CRE3

Total amount of GHG emitted directly and indirectly per m² and per year.

GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate 29.4 36.2 0.0 0.0 29.4 36.2 29.3 36.0 -18.6%
Distribution networks 28.3 21.4 0.0 0.0 28.3 21.4 12.5 20.9 -40.2%
PPP 21.9 24.1 0.0 0.0 21.9 24.1 21.8 24.1 -9.3%
Single-tenant offices 41.3 53.5 0.0 0.0 41.3 53.5 49.6 55.5 -10.6%
TOTAL indirectly managed 30.6 37.4 0.0 0.0 30.6 37.4 31.8 37.7 -15.6%
Medical office buildings 28.4 33.4 7.6 12.0 35.9 45.4 34.4 42.3 -18.7%
Multi-tenant offices – shared 7.6 8.6 15.9 19.1 23.5 27.7 23.1 27.9 -17.1%
Private
(purchase by landlord)
5.8 6.7 0.0 0.0 5.8 6.7 5.8 6.8 -14.3%
Private
(purchase by tenant)
8.0 9.8 0.0 0.0 8.0 9.8 8.0 10.0 -19.5%
Head office 13.4 15.7 11.5 20.3 24.9 36.0 24.9 36.0 -30.9%
TOTAL directly managed 15.4 17.8 15.3 18.7 30.7 36.6 30.2 36.5 -17.3%
TOTAL 26.6 31.6 4.1 5.6 30.7 37.2 31.3 37.3 -16.1%
  1. The values shown represent the total emissions of the buildings, without distinction between the private and shared areas, except for multi-tenant offices for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants..

  2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.

  3. The CO2 emission factor for electricity varies per country (Source: IEA 2020).

Belgium: 169 g CO2 e/kWh

France: 53.9 g CO2 e/kWh e/kWh

Netherlands: 357 g CO2 Germany: 350 g CO2 e/kWh

  1. The CO2 emission factor for gas is 205 g CO2 e/kWh (Source: Bilan Carbone).

  2. No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Spain.

  3. The CO2 emission factor for fuel oil is 284.84 g CO2 e/kWh (Source: DEFRA 2020).

GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate (BE) 29.3 35.1 0.0 0.0 29.3 35.1 29.7 35.1 -15.5%
Healthcare real estate (FR) 24.0 31.4 0.0 0.0 24.0 31.4 22.6 31.4 -27.8%
Healthcare real estate +
medical office buildings (NL)
37.6 53.4 2.2 4.6 39.8 58.1 48.1 58.6 -18.1%
Healthcare real estate (DE) 34.9 38.3 0.0 0.0 34.9 38.3 0.0 0.0 -
Healthcare real estate (ES) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -
TOTAL Healthcare real estate 29.4 36.1 0.2 0.3 29.6 36.4 29.5 36.3 -18.6%
TOTAL Offices 23.9 27.9 10.2 13.1 34.2 41.0 36.0 42.1 -14.5%

The conversion factors used above are based on location.

Taking into account the market conversion coefficients, the line 'TOTAL directly managed' (excluding private consumption of the offices) of indirect emissions becomes 0 following the green electricity contract that Cofinimmo Services and Superstone have signed for all the surfaces under operational control.

GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate 29.4 36.2 0.0 0.0 29.4 36.2 29.3 36.0 -18.6%
Distribution networks 28.3 21.4 0.0 0.0 28.3 21.4 12.5 20.9 -40.2%
PPP 21.9 24.1 0.0 0.0 21.9 24.1 21.8 24.1 -9.3%
Single-tenant offices 41.3 53.5 0.0 0.0 41.3 53.5 49.6 55.5 -10.6%
TOTAL indirectly managed 30.6 37.4 0.0 0.0 30.6 37.4 31.8 37.7 -15.6%
Medical office buildings 0.0 0.0 7.6 12.0 7.6 12.0 6.7 8.2 -18.2%
Multi-tenant offices – shared 0.0 0.0 15.9 19.1 15.9 19.1 15.5 19.2 -19.0%
Private
(purchase by landlord)
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -
Private
(purchase by tenant)
8.0 9.8 0.0 0.0 8.0 9.8 8.0 10.0 -19.5%
Head office 0.0 0.0 11.5 20.3 11.5 20.3 11.5 20.3 -43.3%
TOTAL directly managed 3.1 3.8 15.3 18.7 18.4 22.6 18.0 22.3 -19.3%
TOTAL 23.4 27.4 4.1 5.6 27.5 33.0 27.5 32.9 -16.4%
  1. The values shown represent the total emissions of buildings, without distinction between the private and shared areas, except for multi-tenant offices for which there

is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants. 2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly

managed buildings.

  1. The CO2 emission factor for electricity varies per country (Source: IAE 2020) if the type of contract is unknown.

Belgium: 169 g CO2 e/kWh

France: 53.9 g CO2 e/kWh

Netherlands: 357 g CO2 e/kWh e/kWh

Germany: 350 g CO2

  1. The CO2 emission factor for gas is 205 g CO2 e/kWh (Source: Bilan Carbone). 5. No information is available for the distribution networks in France and in the Netherlands and healthcare real esate in Spain.

  2. The CO2 emission factor for fuel oil is 284.84 g CO2 e/kWh (Source: DEFRA 2020).

GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL
2020 2019 2020 2019 2020 2019 2020 2019
Healthcare real estate (BE) 29.3 35.1 0.0 0.0 29.3 35.1 29.7 35.1 -15.5%
Healthcare real estate (FR) 24.0 31.4 0.0 0.0 24.0 31.4 22.6 31.4 -27.8%
Healthcare real estate
+ medical office buildings (NL)
27.7 34.3 2.2 4.6 29.9 38.9 32.4 39.3 -17.7%
Healthcare real estate (DE) 34.9 38.3 0.0 0.0 34.9 38.3 0.0 0.0 -
Healthcare real estate (ES) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -
TOTAL Healthcare real estate 28.3 34.7 0.2 0.3 28.5 35.0 28.2 34.6 -18.6%
TOTAL Offices 16.9 19.2 10.2 13.1 27.1 32.3 28.4 33.4 -14.8%

The head office's GHG emissions intensity is expressed as a FTE to account for the relative impacts of mobility-related emissions.

2009 6.9 tCO2
e/FTE (101)
2014 8.0 tCO2
e/FTE (108)
2017 5.4 tCO2
e/FTE (129)
2019 6.0 tCO2
e/FTE (120)
2020 4.1 tCO2
e/FTE (125)

TOTAL WATER CONSUMPTION BY SUPPLY SOURCE (M³/YEAR)

Based on disclosure GRI 303-5

The total volume of water consumed is used to supply the air-conditioning installations, the sanitary facilities and the kitchenettes. The only water supply source is municipal water.

Number of Coverage Water-Abs Water-LfL Estimated
buildings in m2 2020 2019 2020 2019 water con
sumption
Healthcare real estate 93/205 47% 527,154 376,751 376,493 369,864 1.8% 1.2%
PPP 4/7 75% 40,324 33,377 34,558 33,377 3.5% 15.6%
Single-tenant offices 26/28 93% 24,725 33,147 21,301 29,186 -27.0% 4.8%
TOTAL indirectly managed 123/1,416 45% 592,203 443,275 432,352 432,428 0.0% 2.3%
Medical office
buildings
12/15 58% 5,169 4,190 3,740 4,190 -10.7% 10.1%
Multi-tenant offices 44/48 93% 59,399 89,966 52,484 80,102 -34.5% 8.4%
Head office 1/1 100% 351 569 351 569 -38.3% 0.0%
TOTAL directly managed 57/64 89% 64,919 94,725 56,575 84,861 -33.3% 8.5%
TOTAL 180/1,480 52% 657,122 538,000 488,927 517,288 -5.5% 2.9%
  1. The values shown are the total consumption for the building, without distinction between the private and shared areas.

  2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.

  3. No information is available for the distribution networks.

Number of
Coverage
Water-Abs Water-LfL
buildings in m2 2020 2019 2020 2019 water con
sumption
Healthcare real estate (BE) 48/83 62% 310,729 191,180 206,237 184,293 11.9% 1.9%
Healthcare real estate (FR) 36/49 72% 175,433 180,210 165,585 180,210 -8.1% 0.0%
Healthcare real estate +
medical office buildings
(NL)
13/42 18% 7,109 6,367 5,680 6,367 -10.8% 7.4%
Healthcare real estate (DE) 8/43 18% 39,052 3,184 2,731 3,184 -14.2% 0.8%
Healthcare real estate (ES) 0/3 0% 0 0 0 0 - 0.0%
TOTAL Healthcare real estate 105/220 47% 532,323 380,941 380,233 374,054 1.7% 1.3%
TOTAL Offices 71/77 93% 84,475 123,682 74,136 109,857 -32.5% 7.3%
  1. For offices, the 2020 consumption is significantly impacted by the lockdown resulting from the health crisis, which explains the significant decrease.

  2. No information is available for healthcare real estate in Spain.

WATER CONSUMPTION PER SURFACE AREA (M³/M²/YEAR)

Based on disclosure GRI CRE2

Total volume of water per m² and per year.

Water-Int
2020 2019 2020 2019
Healthcare real estate 0.94 0.94 -0.2% 0.98 0.96 1.8%
PPP 0.36 1.18 -69.4% 1.22 1.18 3.5%
Single-tenant offices 0.13 0.20 -31.8% 0.14 0.19 -27.0%
TOTAL indirectly managed 0.69 0.74 -6.9% 0.77 0.77 0.0%
Medical office buildings 0.19 0.22 -12.6% 0.22 0.24 -10.7%
Multi-tenant offices 0.18 0.28 -34.4% 0.18 0.28 -34.5%
Head office 0.09 0.15 -38.3% 0.09 0.15 -38.3%
TOTAL directly managed 0.18 0.27 -33.4% 0.18 0.28 -33.3%
TOTAL 0.54 0.57 -5.1% 0.56 0.59 -5.5%
  1. The values shown are the total consumption for the building, without disctinction between the private and shared areas.

  2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.

  3. No information is available for the distribution networks.

  4. At Cofinimmo's head office, and within the framework of COVID-19, the traditional taps were replaced by electronic taps in all the toilets. This is not only a sanitary action, but also an environmental improvement aiming at reducing water consumption.

Water-Int Water-Int-LfL
2020 2019 2020 2019
Healthcare real estate (BE) 0.89 0.79 12.7% 0.90 0.81 11.9%
Healthcare real estate (FR) 1.13 1.23 -8.3% 1.13 1.23 -8.1%
Healthcare real estate +
medical office buildings (NL)
0.24 0.29 -17.5% 0.28 0.32 -10.8%
Healthcare real estate (DE) 0.78 0.49 60.0% 0.42 0.49 -14.2%
Healthcare real estate (ES) 0.00 0.00 - 0.00 0.00 -
TOTAL Healthcare real estate 0.91 0.91 -0.4% 0.95 0.93 1.7%
TOTAL Offices 0.16 0.25 -34.1% 0.17 0.25 -32.5%
  1. For offices, the 2020 consumption is significantly impacted by the lockdown resulting from the health crisis, which explains the significant decrease.

  2. No information is available for healthcare real estate in Spain.

Nursing and care home – Niebüll (DE)

TOTAL WEIGHT OF WASTE BY TYPE AND DISPOSAL ROUTE (TONNES/YEAR)

Based on disclosures GRI 306-3 and 306-4

Quantity of waste collected by disposal route: reuse, recycling, composting, incineration, landfilling, etc. The recycling (REC) and incineration (INC) of waste with energy recovery are the only disposal routes.

Number of Coverage Waste-Abs 2020 Waste-Abs 2019 Waste-LfL 2020 Waste-LfL 2019
buildings in m2 REC INC Total REC INC Total REC INC Total REC INC Total
PPP 2/7 68% 34 88 122 14 67 81 13 58 71 14 67 81 -13.1%
Single-tenant
offices
19/28 61% 93 109 201 116 178 294 68 99 167 60 131 191 -12.7%
TOTAL
indirectly managed
21/1,416 12% 127 197 324 130 245 376 81 157 238 75 198 273 -12.8%
Medical office
buildings
8/15 37% 24 77 100 23 76 99 24 77 100 23 76 99 1.5%
Multi-tenant
offices
46/48 97% 373 395 768 528 613 1,141 369 386 756 506 585 1,091 -30.7%
Head
office
1/1 100% 6 5 11 15 4 19 6 5 11 15 4 19 -39.0%
TOTAL
directly managed
55/64 90% 403 477 880 566 692 1,259 399 468 867 544 665 1,209 -28.2%
TOTAL 76/1,480 25% 530 674 1,204 697 938 1,634 480 625 1,105 618 863 1,482 -25.4%
  1. Waste is collected at the Source: by type: general waste, paper, cardboard, plastic, cans, glass, etc.

  2. The breakdown of waste by disposal route varies based on the type of waste.

  3. The values shown represent the total quantities for the buildings, without distinction between the private and shared areas.

  4. Cofinimmo has no control over the private quantities of building tenants. It can only influence the quantities of the directly managed buildings.

  5. Waste classified as hazardous is processed directly by the tenants. The total quantity of hazardous waste in the records of the directly managed buildings accounts for 0.2% of

the total weight. 6. Conversion factor by type: general waste 60 kg/m³, paper/cardboard 50 kg/m³, plastic/cans 30 kg/m³ and glass 320 kg/m³.

  1. No information is available for indirectly managed healthcare real estate and distribution networks.

Proportion of waste collected by disposal route: reuse, recycling, composting, incineration, landfill, etc. The recycling and incineration of waste with energy recovery are the only disposal routes.

Quantity of waste per m² and per year.

Waste-Abs
Recycled
Waste-LfL
Recycled
Waste-Int
2020
tonnes/m²
Waste-Int
2019
tonnes/m²
2020 2019 2020 2019 REC INC Total REC INC Total
PPP 28% 17% 18% 17% 0.34 0.88 1.22 0.50 2.38 2.88 -57.6%
Single-tenant offices 46% 39% 41% 32% 0.76 0.89 1.66 0.81 1.24 2.04 -18.8%
TOTAL indirectly managed 39% 35% 34% 27% 0.57 0.89 1.46 0.76 1.42 2.18 -33.0%
Medical office buildings 24% 24% 24% 24% 1.41 4.53 5.94 1.38 4.47 5.85 1.5%
Multi-tenant offices 49% 46% 49% 46% 1.10 1.17 2.27 1.49 1.73 3.23 -29.6%
Head office 54% 79% 54% 79% 1.59 1.38 2.97 3.85 1.03 4.88 -39.0%
TOTAL directly managed 46% 45% 46% 45% 1.12 1.33 2.45 1.51 1.85 3.36 -27.1%
TOTAL 44% 43% 43% 42% 0.91 1.16 2.07 1.27 1.72 2.99 -30.7%
  1. Recycling and incineration with energy recovery are the only disposal routes applicable. The proportion of incineration with energy recovery is therefore the balance of the recycled proportion.

TYPE AND NUMBER OF ASSETS WITH CERTIFICATIONS (KWH/M2 )

Based on disclosure GRI CRE8

Total number of buildings that have received a certification by type (Cert-Tot).

The table shows the number of buildings that have received at least one PEB certification.

The energy performance level shown is the weighted average of the scores by segment.

Number of Coverage Energy performance LfL energy performance
buildings in m2 2020 2019 2020 2019
Healthcare real estate 105/205 40% 241 248 -2.7% 249 249 -0.1%
Distribution networks 277/1,176 15% 295 310 -4.9% 295 296 -0.4%
PPP 2/7 0% 816 271 201.1% 816 816 0.0%
Single-tenant offices 11/28 59% 237 264 -10.2% 268 271 -0.9%
TOTAL
indirectly managed
395/1,416 34% 245 258 -4.8% 257 258 -0.3%
Medical office
buildings
15/15 100% 286 294 -2.7% 286 297 -3.7%
Multi-tenant offices 26/48 51% 187 194 -3.5% 187 184 1.4%
Head office 1/1 100% 238 238 0.0% 238 238 0.0%
TOTAL
directly managed
42/64 57% 208 213 -2.7% 208 208 -0.1%
TOTAL 437/1,480 38% 236 244 -3.5% 242 242 -0.2%
  1. PEB certification is regulated differently per country and per segment.

  2. For some PEB certifications, the score is 0 kWh/m² due to a lack of information. These certifications are excluded from the average..

  3. The certifications relating to the PPP segment refers to 2 caretaker's houses of 237 m² in total which are to be considered as not material for the segment. Other certifications relating to the PPP segment are not available for 2020.

Number of Coverage Energy performance LfL energy performance
buildings in m2 2020 2019 2020 2019
Healthcare real estate (BE) 11/83 3% 125 125 0.0% 125 125 0.0%
Healthcare real estate (FR) 39/49 85% 397 390 1.6% 404 404 0.0%
Healthcare real estate +
medical office buildings
(NL)
42/42 100% 219 244 -10.1% 237 241 -1.7%
Healthcare real estate (DE) 26/43 53% 106 92 15.2% 93 93 0.0%
Healthcare real estate (ES) 2/3 71% 205 0 - 0 0 -
TOTAL
Healthcare real estate
118/220 42% 245 253 -3.0% 253 254 -0.5%
TOTAL Offices 38/77 54% 207 216 -4.2% 213 212 0.5%

The environmental impact of buildings with at least a B certification is quantified at 12% of revenues.

The table shows the number of buildings that have received at least one BREEAM or BREEAM-equivalent certification.

Number of
buildings
Coverage
in m2
BREEAM
In-Use
BREEAM
In-Use
BREEAM BREEAM BREEAM
Good Very Good Good Very Good Excellent
PPP 2/7 25% - - 19% - 6%
Single-tenant offices 2/28 13% - - - - 13%
TOTAL
indirectly managed
4/1,416 3% - - 1.5% - 1.8%
Multi-tenant offices 3/48 11% 2% - - 3% 6%
Head office 1/1 100% - 100% - - -
TOTAL
directly managed
4/64 10% 1.5% 1% - 2.5% 5%
TOTAL 8/1,480 4.5% 0.3% 0.2% 1.2% 0.4% 2.4%
  1. For healthcare real estate and property of distribution networks, no BREEAM or BREEAM-equivalent certification is available. The certification of the PPP asset, namely Excellent is HQE.

  2. All the certified buildings are located in Belgium, to the exception of the HQE-certified asset located in France.

Guimard 10-12 office building –

  1. In the context of the ISO 14001 certification, the principles of BREEAM and/or BREEAM In-Use certification are also applicable to the entire portfolio.

  2. A rotation policy is applied for BREEAM certification favouring the certification of buildings not certified in the past, which goes beyond a simple extension of the certifications already obtained. The number of buildings that have thus obtained BREEAM certification at one time or another amounts to 28.

Social performance indicators

GOVERNANCE BODIES AND EMPLOYEE GENDER DIVERSITY (IN %)

Based on disclosure GRI 405-1

Diversity-Emp 2020 2019 Δ Δ
Women Men Women Men With respect
to 50 % goal
Women
Board of directors
(including non-independent members)
42% 58% 42% 58% -16% 0%
Executive committee 40% 60% 40% 60% -20% 0%
Managers 29% 71% 27% 73% -42% 7%
Employees (including managers) 58% 42% 61% 39% 16% -5%
  1. In 2019, 32% of women and 8% of men worked part-time.

  2. In 2020, 10% of women and 2% of men worked part-time.

GENDER SALARY AND REMUNERATION RATIO (% WOMEN/MEN)

Based on disclosure GRI 405-2

Diversity-Pay 2020 2019 Δ
Board of directors 71% 88% -19%
Executive committee 75% 73% 3%
Managers 88% 90% -2%
Employees 79% 88% -10%
  1. The chairman is male, which explains the difference at the Board level. Non-independent members are excluded from calculation, because they are included in the Executive Committee.

  2. The CEO is male, which explains the difference at the Executive Committee level.

  3. The difference at the manager level can be explained by the fact that there are more male operational managers.

  4. At employee level, there is a difference because many women have an administrative assistant function.

EMPLOYEE TRAINING AND DEVELOPMENT (NUMBER OF HOURS)

Based on disclosure GRI 404-1

Emp-Training Total Average
2020 2019 Δ 2020 2019 Δ
Women 2,865 2,063 39% 36 28 29%
Men 992 2,481 -60% 18 52 -65%
Employees 3,857 4,544 -15% 29 37 -22%
  1. The denominator for the average per employee is 135 people (= total number of employees).

  2. Belgian regulations require companies to provide an average of five days or 40 hours of training per employee. The reduction in 2020 compared to this target is mainly linked to the lockdown. Following the lockdown, trainings are replaced by webinars which have not been included in the results.

EMPLOYEE PERFORMANCE APPRAISALS (IN %)

Based on disclosure GRI 404-3

Emp-Dev 2020 2019 Δ
Employees 100% 100% 0%

RECRUITMENT OF NEW EMPLOYEES AND EMPLOYEE TURNOVER

Based on disclosure GRI 401-1

Emp-Turnover Departures New hires
2020 2019 Δ 2020 2019 Δ
Total % Total % Total % Total %
Employees 12 8.9% 23 18.7% -48 % 25 18.5% 18 14.6% 39%
  1. The denominator is 135 people (= total number of employees).

  2. As at 31.12.2020, one manager position was still open.

EMPLOYEE HEALTH AND SAFETY

Based on disclosure GRI 403-9

H&S-Emp 2020 2019 Δ
Short-term absenteeism 1.0% 1.5% -33%
Long-term absenteeism 3.2% 2.9% 10%
Number of work-related accidents 0 0 -
Hours lost/worked hours 0% 0% -
Number of accidents/worked hours 0% 0% -
  1. According to Belgian legislation, the denominator is the total number of working days including leave days.

  2. Short term means absenteeism of 20 days or less while long term means more than 20 days.

  3. The number of absenteeism days per employee amounts to 9.2 days.

ASSET HEALTH AND SAFETY ASSESSMENTS (% OF BUILDINGS IN M²)

Based on disclosure GRI 416-1

H&S-Asset 2020 2019 Δ
Medical office buildings 67% 20% 235%
Multi-tenant offices 96% 99% -3%
Head office 100% 100% 0%
TOTAL directly managed 93% 91% 2%
  1. The assessment is based on the annual monitoring of fire audits and asbestos monitoring.

  2. In the indirectly managed portfolio, these assessments are carried out as part of the due diligence process at the time of acquisition. Annual monitoring is then the responsibility of

ASSET HEALTH AND SAFETY COMPLIANCE (NUMBER OF ACCIDENTS)

Based on disclosure GRI 416-2

the tenants.

H&S-Comp 2020 2019 Δ
Medical office buildings 0 0 -
Multi-tenant offices 0 0 -
Head office 0 0 -
TOTAL directly managed 0 0 -
  1. In 2020, no infringements related to fire audits and asbestos monitoring with a financial or health impact on the occupant were detected.

  2. In the indirectly managed portfolio, annual monitoring is the responsibility of the tenants. During the monitoring visits, no violations with financial or health impact were found.

COMMUNITY ENGAGEMENT, IMPACT ASSESSMENTS AND DEVELOPMENT PROGRAMMES (% OF BUILDINGS IN M²)

Based on disclosure GRI 413-1

Comty-Eng 2020 2019 Δ
Medical office buildings - - -
Multi-tenant offices 100% 100% 0%
Head office 100% 100% 0%
TOTAL directly managed 88% 89% -1%
  1. The accessibility of office buildings has been assessed in the chapter 'Mobility' (see page 110). The strategy also foresees individual actions for each building, such as the opening of a garden to the public (see the chapter 'Aesthetics, respect for public spaces and diversity of districts' on pages 118-119).

  2. The commitment relating to the head office is described in the GRI content index (see page 329).

Governance performance indicators

COMPOSITION OF THE HIGHEST GOVERNANCE BODY

Based on disclosure GRI 102-22

NOMINATING AND SELECTING THE HIGHEST GOVERNANCE BODY

Based on disclosure GRI 102-24

CONFLICTS OF INTEREST

Based on disclosure GRI 102-25 The Gov-Board, Gov-Selec and Gov-Col indicators are described in the chapter 'Corporate governance statement' (see pages 180-207).

DASHBOARD

Actions taken in 2020 Progress in 2020 Future actions Deadline
Business ethics
1. Maximise the transparency of the company's non-financial information.
Scope: Cofinimmo group
Measurement of objective: scores obtained in the different surveys
• Received an EPRA Sustainability sBPR Award for
the ninth consecutive year.
Gold Award • Continually and actively participate in the
GRESB, MSCI, Sustainalytics, ISS ESG and CDP
2021
• Prepared a sustainability report in line with GRI
standards: Core option and received third-party
assurance for it.
Limited assurance on EPRA
performance indicators, the
GRI Content Index and the
green and social portfolio
surveys and ratings.
• Publish non-financial information in a
combined annual financial report and obtain
third-party assurance.
• Participated in the GRESB survey with a score
which went from 45% to 67% in seven years.
67% • Prepare the annual financial report based on
risks and opportunities associated with climate
change as recommended by TCFD.
• Reviewed the sustainable financing framework,
confirmed by Vigeo Eiris Second Party Opinion.
Reasonable assurance
(highest level of assurance)
• 'Prime' rating for the first time according to the
ISS ESG rating methodology.
C (Prime)
• Renewed participation in the Carbon Disclosure
Project.
B (management band)
2. ISO 14001 certification for the Environmental Management System.
Scope: portfolio in Belgium
Measurement of objective: certification renewal / extension
• Renewed ISO 14001:2015 certification for the
fourth time.
100% • Extend the ISO 14001:2015 certification annually.
• Understand the European Green Deal and
2021
• Published an ESG policy. define Cofinimmo's contribution.
3. Annually review the materiality matrix for the company's sustainability topics.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Survey polling major investors to understand their
needs in terms of ESG.
100% • New customer satisfaction survey for the
healthcare segment.
• Stakeholders' contribution in the health real
2021
estate segment to challenge material issues.
• In-depth portfolio risk analysis of physical risks
associated with climate change.
4. Promote the collaboration agreement signed by Cofinimmo and the tenant in order to actively promote sustainability and encourage all parties to reduce the environmental impact of leased property: sharing of consumption data, initiatives to reduce consumption, better waste sorting, etc.
Scope: Cofinimmo group
Measurement of objective: coverage in m² of buildings
• Converted the green charter into a green clause
as soon as the lease is signed with a new tenant.
63% • 75% of surface areas in healthcare real estate
covered by a sustainable collaboration
2021
• 63% of surface areas covered by a collaboration
agreement in order to share consumption data
(in the form of a green clause, a green charter, a
proxy, or a simple email exchange).
agreement.
5. Include a separate clause in contracts and calls for tenders regarding the adoption of sustainability practices by subcontractors as a selection
criterion.
Scope: Cofinimmo group
Measurement of objective: % of contracts
• ESG policy is included in any general contractor
contract. Cofinimmo encourages its suppliers to
adopt an environmentally friendly behaviour.
100% • Publish the 2020 annual financial report as
'communication in progress' on the UN Global
Compact Charter website.
2021
• Cofinimmo reiterated its commitment as
a signatory to the UN Global Compact
Charter, which encompasses ten principles of
fundamental corporate responsibility in the fields
of human rights, labour, environment, and the
fight against corruption.
• Prepare a supplier policy addressing
environmental and social aspects in the value
chain.
• Prepare a tax compliance policy in line with
OECD recommendations.
• 2019 sustainability report published as
'communication in progress' on the UN Global
Compact Charter website.
Actions taken in 2020 Progress in 2020 Future actions Deadline
6. Mobilise employees.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Disclosed the results of the employee
engagement survey.
100% • Implement the action plan following the results
of the employee engagement survey.
2021
• Donated smartphones to a local organisation
for distribution through the Red Cross in order to
• Define an overall ESG objective in the annual
individual objectives of each employee.
bridge the digital divide. • Implement an HR policy dealing with the
training, diversity, safety, and well-being topics.
Profitability for investors and access to capital
7. Develop a financial strategy that is consistent with ESG objectives.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Reviewed the green and social financing
framework to ensure eligible assets.
100% • Studies to integrate sustainability criteria in
financial models during due diligence.
2021
Innovation
8. Develop a culture of innovation within the company.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Defined an effective and sustainable data
governance practice.
100% • Launch an effective and sustainable data
governance practice.
2021
• Implemented the electronic signature of leases
and any other digital document in general.
• Explore the use of innovative construction
materials.
• The generalised telework system has been
applied without any problems since the lockdown
in March 2020.
Aesthetics, respect for public spaces and diversity of districts
9. Improve the aesthetics and public space when redeveloping existing buildings.
Scope: overall portfolio
Measurement of objective: number of projects
• Acceptance of the redevelopment works on the
Quartz office building.
100% • Delivery of construction, renovation and
extension works for 11% of the portfolio.
2025
• Maximal target energy intensity of 50 kWh/m²
for redevelopment projects.
10. Receive BREEAM and BREEAM In-Use certifications.
Scope: overall portfolio
Measurement of objective: number of buildings since 2010
• Extension of the BREEAM In-Use certification for
Woluwe 58, Cofinimmo's head office.
28 • Confirm the BREEAM certification for in-depth
renovation projects, once completed:
- Quartz – BREEAM Excellent certification
2021
• BREEAM In-Use certification received for a multi
tenant office building.
expected for February 2021.
• Initiate the procedure to receive a BREEAM
certification for 5 healthcare real estate
projects in Spain.
• Obtain a BREEAM In-Use Very good for at least
6 healthcare real estate properties in Belgium.
11. Improve the collection of water consumption data.
Scope: overall portfolio
Measurement of objective: % of data coverage
• 89% of data collected on water consumption for
the directly managed portfolio, 47% in healthcare
real estate, 75% for PPPs and 93% for single
tenant offices.
52% • Increase coverage to 75% of building surface
areas.
2021
• Monitoring system installed for 13 healthcare real
estate assets in the Netherlands, in collaboration
with Smartvatten.
Actions taken in 2020 Progress in 2020 Future actions Deadline
12. Ensure biodiversity.
Scope: overall portfolio
Measurement of objective: % of projects
• The assessment in due dilligence reviews is
based on various factors. For the environment,
the presence of green areas is one of the factors
taken into account for each project.
100% • Analyse projects carried out on undeveloped
land in order to reduce environmental impact
through the obtention of environmental
certification.
2021
Safety and well-being
13. Gradually decontaminate buildings still containing traces of asbestos.
Scope: overall portfolio
Measurement of objective: coverage in m² of buildings without asbestos
• 54% of the portfolio no longer contains traces of
asbestos.
54% • Improve the quality of data collected for the
different segments.
2021
14. Promote solidarity in order to maximise its social impact.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Various measures in response to the COVID-19
pandemic in the countries where the group is
active in order to guarantee the continuity of its
activities.
100% • Integrate social risk into the customer
relationship for the healthcare segment by
analysing and comparing existing audit tools
for the qualification of health care.
2021
• Targeted savings programme in order to allocate
the amount collected to several initiatives related
to the fight against this pandemic and its effects.
Employee training
15. Develop the necessary framework for employee development.
Scope: Cofinimmo group
Measurement of objective: average number of days per employee
• 3,857 hours of training were followed by 50% of
employees, representing an average of 3.5 days
of training per employee.
• Cofinimmo encouraged its employees to follow
trainings during the COVID-19 period. This could
easily be done online. Offers from the following
sites were consulted: Cevora/Cefora, Forem,
ONEM/VDAB, Wallangues, Studytube, Coursera
and Yale.
50% • Continued employee training.
• Define ESG training needs associated with
performance appraisals.
2021
Respect for differences and cultural diversity
16. Ensure sufficient diversity at the different levels of the company's hierarchy.
Scope: Cofinimmo group
Measurement of objective: % of women /% of men at executive committee level
• Greater parity between men and women at staff
level.
72% • Continued vigilance on a parity between men
and women on the board of directors and the
executive committee.
2021
17. Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM).
Scope: overall portfolio
Measurement of objective: % of multi-tenant offices
• 25% of the buildings have been audited since
2013.
25% • Continued vigilance on accessibility within the
framework of the construction sites.
2021
Mobility
18. Inform clients about the accessibility of buildings using alternative transport modes to the car.
Scope: office portfolio
Measurement of objective: % of office buildings
• Progressive set-up of multi-modal sheets for
office buildings.
66% • Analyse parking spaces management tools. 2021
19. Promote the use of alternative transport modes to the car by improving facilities.
Scope: office portfolio
Measurement of objective: % of bicycle parking spaces
• 2% of parking spaces are equipped with charging
stations in the office segment.
18% • Gradually improve infrastructure for cyclists by:
- increasing bicycle parking spaces;
2021
• 18% of bicycle parking spaces are available in the
office segment.
- improving the type of bicycle parking spaces;
- increasing the number of showers.
Actions taken in 2020 Progress in 2020 Future actions Deadline
20. Increase the rate of use of car parks by sharing them or through a conversion into car parks for semi-public or public use.
Scope: office portfolio
Measurement of objective: % of shared or public parking spaces
• Assessed the implementation of public parking
spaces in the context of the renewal of the
environmental permit for 15% of the parking
spaces subject to COBRACE in Brussels.
4% • Study conducted for the gradual conversion
of 1,200 parking spaces into public parking as
permits are renewed.
2030
• 4% of the parking spaces available in the office
portfolio are converted into shared and public
parking spaces.
21. Implement a mobility plan.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Raise awareness among staff members as to
alternative transport modes by implementing a
new green mobility plan.
100% • Revision of the three-year mobility plan
including the set-up of new objectives,
postponed to 2021 due to the health crisis.
2021
Energy intensity and GHG emissions
22. Increase renewable energy production.
Scope: overall portfolio
Measurement of objective: number of buildings
• Renewal of the green electricity supply contract
for the supply points directly managed.
26% • Raise tenant awareness about investing in
renewable energy sources during construction/
2030
• Several tenants in healthcare real estate have
taken steps to install photovoltaic panels in the
indirectly managed portfolio.
renovation/extension projects.
• Commitment to the green electricity supply
until 2030.
23. Improve the portfolio's energy performance with a building renovation programme.
Scope: overall portfolio
Measurement of objective: % surface area
• 3.6% of the real estate portfolio underwent
redevelopment or large-scale renovation, which
improved the energy performance (excluding
new constructions and acquisitions).
3.6% • Cofinimmo is planning to refurbish 8.8% of its
portfolio between 2021 and 2025 (excluding
new constructions and acquisitions).
2025
24. Better monitoring of the energy intensity of buildings.
Scope: overall portfolio
Measurement of objective:% of surface areas
• Consumption data has been collected for 61% of
the healthcare real estate segment and 99% of
the office segment.
63% • Increase the consumption data for the
healthcare real estate segment to 75%.
2021
25. Reduce the energy intensity of buildings by 30% to reach the level of 130 kWh/m² by 2030.
Scope: overall portfolio
Measurement of objective:in kWh/m²
• Decreased the energy intensity by 8% compared
to 2019 by reaching 163 kWh/m².
163 kWh/m² • Program the actions identified in the energy
cadastre.
2030
• Official validation of the global objective by the
'science based targets initiative'.
• Acquisition policy with a target average energy
intensity of 85 kWh/m².
• Confirmed commitment to the Belgian alliance
for climate action (BACA).
• Reduce the performance of the portfolio under
operational control by 10%.
26. Partially recycle materials during renovation projects.
Scope: office portfolio
Measurement of objective: number of projects
• In 2020, the opportunity to recuperate materials
prior to demolition did not occur in any of the
redevelopment projects.
n/a • Calculate the embedded carbon for at
least one redevelopment project in each
geographical area.
2021
• Material recovery considered for new
renovation projects.
Actions taken in 2020 Progress in 2020 Future actions Deadline
27. Receive electronic invoices from suppliers and send invoices to clients in digital format.
Scope: Cofinimmo group
Measurement of objective: number of invoices received/sent digitally
• In 2020, 28,521 invoices were received. In total,
89% of all invoices received in digital format were
directly attached in an e-mail. The remaining
89% • 90% of invoices will be received in digital
format.
2021
invoices, received in paper format, were scanned. • 85% of tenants will receive their rent bills and
rental-related expenses breakdowns in digital
• Likewise, for 82% of lease contracts, all
documents (rent bills and rental-related expenses
breakdowns, etc.) were sent in digital format.
format.
28. Improve waste sorting in multi-tenant office buildings by raising awareness among occupants.
Scope: office portfolio
Measurement of objective: % of recycled waste compared to the 70% target
• 44% of collected waste are recycled. 63% • Improve waste sorting and reduce the overall 2021
• Waste reduction from 2.99 tonnes/m² to
2.07 tonnes/m².
weight of waste per m² by raising awareness
among tenants in the portfolio under
operational control.
29. Annual assessment of the head office's carbon footprint.
Scope: Cofinimmo group
Measurement of objective: emissions in tonnes CO²
e per employee
• Aim to reduce the carbon footprint by 50%
by 2030 in line with the science based targets
initiative, through an advanced mobility policy.
4.1 tonnes CO2
e/FTE
• Assess the impact of the application of the
mobility policy implemented in 2020, which
offers a mobility budget to all the employees.
2021

Quartz office building – Brussels CBD (BE)

LINK BETWEEN TOPICS OF COFINIMMO AND SDGs

17 UN goals to transform our world

The UN sustainable development goals are intended to provide incentives for all countries – poor, rich and with middle income – to take action to promote prosperity while protecting the planet. They recognise that poverty can only be eradicated if it is coupled with strategies to increase economic growth and address a range of social needs, including education, health, social protection and employment opportunities, while combatting climate change and protecting the environment.

SDG Topics Pages
3 Good health • Gradually decontaminate buildings still containing traces of asbestos. 120-123
and well-being • Promote solidarity in order to maximise its social impact.
4 Quality education • Develop the necessary framework for employee development. 115
6 Clean water
and sanitation
• Improve collection of water consumption data. 312-313
7 Affordable
and clean energy
• Increase production of renewable energy.
• Improve the portfolio's energy performance with a building renovation
programme.
107-109
8 Decent work • Mobilise employees. 125-135
and economic growth • Develop a financial strategy that is consistent with ESG objectives.
9 Industry, innovation
and infrastructure
• Develop a culture of innovation within the company. 136-137
10 Reduced inequalities • Ensure sufficient diversity at the different levels of the company's hierarchy.
• Audit and research potential improvements related to the accessibility of
buildings to people with reduced mobility (PRM).
113-114
11 Sustainable cities
and communities
• Improve the aesthetics and public space when redeveloping existing
buildings.
• Receive BREEAM and BREEAM In-Use certifications.
• Inform clients about the accessibility of buildings using alternative transport
modes to the car.
110-111
118-119
• Promote the use of alternative transport modes to the car by improving
facilities.
• Increase the rate of use of car parks by sharing them or through a
conversion into car parks for semi-public or public use.
• Implement a mobility plan.
• Ensure biodiversity.
12 Responsible consumption
and production
• Partially recycle materials during renovation projects.
• Receive electronic invoices from suppliers and send invoices to clients in
digital format.
• Improve waste sorting in multi-tenant offices by raising awareness among
occupants.
322-323
13 Measures relating to
the fight against climate
change
• Reduce the energy intensity of buildings by 30% to reach the level of
130 kWh/m² by 2030.
• Annual assessment of the head office's carbon footprint.
107-109
16 Peace, justice
and strong institutions
• Maximise the transparency of the company's non-financial information.
• ISO 14001 certification for the Environmental Management System.
319
17 Partnerships for the
implementation of goals
• Annually review the materiality matrix for the company's sustainability
topics.
• Promote the collaboration agreement signed by Cofinimmo and the
tenant in order to actively promote sustainability and encourage all
parties to reduce the environmental impact of leased property: sharing of
consumption data, initiatives to reduce consumption, better waste sorting,
etc.
• Include a separate clause in contracts and calls for tenders regarding
96-105
the adoption of sustainability practices by subcontractors as a selection
criterion.

GRI CONTENT INDEX

— All the GRI standards (see pages 330-331) have been reviewed by the auditor, Deloitte Réviseurs d'Entreprises/Bedrijfsrevisoren (see the 'Statutory auditor's report'). Cofinimmo is not subject to the European legislation on non-financial reporting (EU Directive 2014/95). The ESG report is therefore a voluntary initiative which complies with the legal requirements of the transposition of this directive into Belgian law and follows the Euronext guidance on ESG reporting issued in January 2020

Universal standards

GRI 102: GENERAL DISCLOSURES 2016 PAGES
1. ORGANISATIONAL PROFILE
102-1 Name of the organisation Cofinimmo SA/NV
102-2 Activities, brands, products and services 12-19
100-101
102-3 Location of operations Boulevard de la Woluwedal 58, 1200 Brussels, Belgium
102-4 Ownership and legal form 13
102-5 Markets served 20
102-6 Scale of the organisation 20, 100
102-7 Scale of the organisation 20-21
102-8 Information on employees and other workers 178, 300
317-318
In 2020, Cofinimmo called on 4 external consultants and
18 temporary workers. All employees are recruited for an
indefinite term. Social data are consolidated by the social
secretariat Securex for Belgium and by the human resources
department for the other countries with the support of an
external advisor.
102-9 Supply chain 100-101
102-10 Significant changes to the organisation and its
supply chain
22-23
102-11 Precautionary principle or approach 174-176
102-12 External initiatives 21, 319 Participation in GRESB, MSCI, Sustainalitycs, ISS ESG and
CDP surveys and ratings.
102-13 Membership of associations The Shift, Women on Board, UPSI, IiP, EPRA, RICS, GRESB,
BACA.
2. STRATEGY
102-14 Statement from senior decision-maker 95
102-15 Key impacts, risks and opportunities 2-6
3. ETHICS AND INTEGRITY
102-16 Values, principles, standards and norms of
behaviour
125
174-176
https://www.cofinimmo.com/about-us/governance/
4. GOVERNANCE
102-18 Governance structure 177
102-21 Consulting stakeholders on economic,
environmental and social topics
102-105
102-22 Composition of the highest governance body
and its committees
180-187
102-24 Nominating and selecting the members of
the highest governance body
183-184
102-25 Conflicts of interest 188-190
5. STAKEHOLDER ENGAGEMENT PAGES
102-40 List of stakeholder groups 105
102-41 Collective bargaining agreements There is no trade union representation within Cofinimmo due
to a lack of candidates in the compulsory employee elections
held every four years. Normally, the social elections should
have taken place in November 2020, but as no candidates
came forward following COVID-19, the procedure ended
in April 2020. During the compulsory social elections,
Cofinimmo informs all employees of their right to free
association and collective bargaining. Cofinimmo is part of
Joint Committee 200 which governs the status of employees.
102-42 Identifying and selecting stakeholders 102-105
102-43 Approach to stakeholder engagement 102-105
102-44 Key topics and concerns raised 106-137 In the countries where Cofinimmo operates, complaints
and feedback mechanisms are required by legislation. This
accounts for 100% of the relevant activities.
6. REPORTING PRACTICE
102-45 Entities included in the consolidated financial
statements
271-274
102-46 Defining report content and topic boundaries 96-99
102-47 List of material topics 97
102-48 Restatements of information No significant restatement of information compared to
information communicated in the 2019 Sustainability report.
102-49 Changes in reporting No substantial changes in the content and boundaries of
topics compared to information communicated in the 2019
Sustainability report.
102-50 Reporting period Social and financial year from 01.01.2020 to 31.12.2020.
102-51 Date of most recent report The most recent ESG report covers the ESG strategy for 2019.
102-52 Reporting cycle Annual
102-53 Contact point for questions regarding the report Hanna De Groote, Head of ESG.
102-54 Claims of reporting in accordance with the
GRI Standards
This report has been prepared in accordance with the GRI
Standards: Core option.
102-55 GRI content index 326-329
102-56 External assurance 330-331 Deloitte Réviseurs d'Entreprises/Bedrijfsrevisoren SC
s.f.d. SCRL performed a limited assurance audit on the
performance indicators, the compliance of the ESG report
with the GRI Standards Core option, as well as the green &
social portfolio.
GRI 103: MANAGEMENT APPROACH 2016
103-1 Explanation of the material topic and its
boundary
106-137
103-2 The management approach and its components 106-137
103-3 Evaluation of the management approach 106-137

Topic-specific standards

GRI 200: ECONOMIC STANDARDS PAGES
Net result from core activities per share 20
Net Asset Value (NAV) (in fair value) per share 20
Dividend 20
Average cost of debt 20
GRI 201: ECONOMIC PERFORMANCE 2016
201-1 Direct economic value generated and
distributed
126
GRI 205: ANTI-CORRUPTION 2016
205-3 Confirmed incidents of corruption and actions
taken
125
GRI 300: ENVIRONMENTAL STANDARDS
CRE1 Relative energy consumption 304
CRE2 Relative water consumption 313
CRE3 Relative GHG emissions 310-311
CRE8 Total number of assets being granted
a certification per type and per level
315-316 https://www.cofinimmo.com/sustainability/
performance-data/
GRI 301: MATERIALS 2016
materials in its construction sites. Reason for omission: Given the number of renovation and/or redevelopment projects each year, the publication of these disclosures is not material
compared to the impact of Cofinimmo's other activities. However, the group remains vigilant as to whether actions are required for recycled
GRI 302: ENERGY 2016
302-1 Energy consumption within the organisation 305-307
302-2 Energy consumption outside of the organisation 305-307
302-3 Energy intensity 304
302-4 Reduction of energy consumption 107
GRI 303: WATER AND EFFLUENTS 2018
303-5 Water consumption 312
GRI 304: BIODIVERSITY 2016
therefore not applicable for these activities. However, Cofinimmo remains vigilant as to whether actions are required. Reason for omission: The activities of Cofinimmo do no impact protected areas and take mainly place in the city. Biodiversity disclosures are
GRI 305: EMISSIONS 2016
305-1 Direct (Scope 1) GHG emissions 308-309
305-2 Indirect (Scope 2) GHG emissions 308-309
305-3 Other indirect (Scope 3) GHG emissions 308-309
305-4 GHG emissions intensity 310-311
305-5 Reduction of GHG emissions 107
GRI 306: WASTE 2020
306-3 Waste generated 314
306-4 Waste diverted from disposal 314
GRI 400: SOCIAL STANDARDS
Operations with a significant real or potential
negative impact on local communities
110-111
118-119
Deployment of the company's strategy relating
to active citizenship
122-123
GRI 401: EMPLOYMENT 2016
401-1 New employee hires and employee 179, 317
turnover
GRI 402: LABOUR/MANAGEMENT RELATIONS 2016 PAGES
402-1 Minimum notice periods regarding operational
changes
The minimum notice period for operational changes is six
weeks. In 2020, no mergers/divestitures with an impact on the
number of employees took place.
GRI 403: OCCUPATIONAL HEALTH AND SAFETY 2018
403-1 Occupational health and safety management
system
116 Cofinimmo follows the Code of well-being at work.
This Code is applicable to all employees.
403-2 Hazard identification, risk assessment, and
incident investigation
114, 121 The role of the internal prevention advisor is carried out
by the Human Resources Department. As required by
law, Cofinimmo has drawn up an inventory of risks and
established a written assessment of these risks for the health,
safety and well-being of employees. Every employee has
the right to stop work if he or she reasonably believes that a
serious danger is imminent.
403-4 Worker participation, consultation, and
communication on occupational health and
safety
Cofinimmo, which does not present any major risks, is allowed
to operate without a joint employer-employee committee but
with the help of an external advisor.
403-5 Worker training on occupational health and
safety
Cofinimmo organises an annual evacuation exercise at the
head office and offers all employees fire-fighting and basic
counselling training.
403-6 Promotion of worker health Any employee may, on his/her own initiative, consult the
occupational physician for any problem relating to his/her
work or workstation. Employees under the age of 40 are
entitled to a medical check-up every 3 years, from the age of
40 every 2 years and annually from the age of 50.
403-7 Prevention and reduction of health and safety
impacts at work, directly related to business
relationships
116
403-9 Work-related injuries 318
GRI 404: TRAINING AND EDUCATION 2016
404-1 Average hours of training per year per employee 115, 317
404-3 Percentage of employees receiving regular
performance and career development reviews
317
GRI 405: DIVERSITY AND EQUAL OPPORTUNITY 2016
405-1 Diversity of governance bodies and employees 178-179, 318
405-2 Ratio of basic salary and remuneration of
women to men
317
GRI 406: NON-DISCRIMINATION 2016
406-1 Incidents of discrimination and corrective actions
taken
No incidents of discrimination were reported in 2020.
GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING 2016
407-1 Operations and suppliers in which the right to
freedom of association and collective bargaining
may be at risk
In 2020, no operations or suppliers in which the right to
freedom of association and collective bargaining may have
been at risk were claimed.
Respect for human rights is a red line in the collaboration with
the partners. In addition, exposure is low given Cofinimmo's
geography and business.
GRI 413: LOCAL COMMUNITIES 2016
413-1 Operations with local community engagement,
impact assessments and development programs
318
GRI 415: PUBLIC POLICY 2016
415-1 Political contributions No financial or in kind political contributions were made
in 2020.
GRI 416: CUSTOMER HEALTH AND SAFETY 2016
416-1 Assessment of the health and safety impacts of
product and service categories
120-122
416-2 Incidents of non-compliance concerning the
health and safety impacts of products and
services
318

AUDITOR'S REPORT

— Statutory Auditor's report on the limited review performed on the Non-Financial Data, the GRI Content Index and the Sustainable Finance Framework Data in the document '2020 Annual Integrated Report' Cofinimmo NV/SA for the year ending on 31 December 2020

Pursuant to your request and in our capacity of Statutory Auditor of Cofinimmo NV/SA, we hereby present you our assurance report on:

  • a selection of environmental, social and governance indicators ('the Non-Financial Data');
  • the GRI Content Index ('the GRI Content Index');
  • a selection of key green & social bond, loan, sustainable notes indicators of Cofinimmo NV/SA ('the Sustainable Finance Framework Data') and the compliance of the green & social bonds, loans and sustainable notes with the International Capital Market Association's (ICMA) related principles.

This report replaces our report of 18 March 2021, which featured a clerical error in the 'Scope' section.

The Non-Financial Data, the GRI Content Index, and the Sustainable Finance Framework Data ('the Data') are published in the Cofinimmo NV/SA document '2020 Annual Integrated Report' for the year ending on December 31, 2020 ('the Document').

The Data are selected by Cofinimmo NV/SA. The Non-Financial Data are published under section 'ESG Report' of the Document, the GRI Content Index is published under section 'Annexes of the ESG report' of the Document and the Sustainable Finance Framework Dataare published under section 'ESG Report' of the Document and marked with the symbol ✔.

Responsibility of the Company

330

The Data have been prepared under the responsibility of the board of directors of Cofinimmo NV/SA in accordance with the following frameworks:

  • internal measurement and reporting principles;
  • reporting guidelines of the 'European Public Real Estate Association' (EPRA) reporting on sustainable development (EPRA sBPR on Sustainability Reporting, 3rd edition);
  • reporting guidelines of the Global Reporting Initiative Standards (GRI Standards) option «Core», including performance indicators and additional content related to the material aspects to Cofinimmo NV/SA included in the supplement 'The Construction and Real Estate Sector Disclosures' of the GRI standards, specific to the Construction and Real Estate sector ('GRI CRESD').

For the Sustainable Finance Framework Data, Cofinimmo NV/SA has been advised by the research and ESG (environmental, social and governance) services agency Vigeo Eiris and Cofinimmo NV/SA has based the Sustainable Finance Framework Data on the 'International Capital Market Association' (ICMA)'s issued Green Bond Principles (GBP), Social Bond Principles (SBP), and Sustainability Linked Loan Principles (SLLP) ('Green & Social Bonds, Loans, Sustainable Notes Reporting Framework').

The responsibility of the board of directors includes the selection and application of appropriate methods for the preparation of the Data, for ensuring the reliability of the underlying information and for the use of assumptions and reasonable estimates. Furthermore, the board of directors is also responsible for the definition, the implementation and maintenance of systems and procedures relevant for the preparation of the Data.

Responsibility of the Statutory Auditor

It is our responsibility, on the basis of our work:

  • to express a limited assurance conclusion for the Non-Financial Data and the corresponding GRI Content Index;
  • to express a limited assurance conclusion for the identified Sustainable Finance Framework Data, including the verification of the allocation of funds and the compliance of the selected projects with the eligibility criteria.

We conducted our work in accordance with the international ISAE standard (International Standard on Assurance Engagements) 3000 (Revised)1 . Our independence is defined by the regulations as well as by the provisions of the professional Code of Ethics, issued by the International Federation of Accountants («IFAC»).

Scope

We have taken into account the perimeter according to:

  • the scope of our work has been limited to the Data covering the year 2020;
  • the scope of the Non-Financial Data linked to environment is defined by Cofinimmo NV/SA. This area covers 2,317,911 m² of real estate portfolio of Cofinimmo NV/SA. Coverage varies according to the different indicators;
  • the scope of the Sustainable Finance Framework Data covers the 4 buildings financed by Cofinimmo's green & social bonds, 7 buildings financed by Cofinimmo's green & social loans, and 42 buildings financed by Cofinimmo's sustainable notes.

  • ISAE 3000 (Revised) - missions of attestation other than an audit or a review of historical financial information.

Nature and scope of the work

We have carried out the following procedures:

General:

  • we assessed the appropriateness of the reporting framework with respect to its relevance, completeness, neutrality, clarity and reliability, by taking into consideration, when relevant, the sector reporting practices;
  • we verified the set-up of the process to obtain, consolidate and check the selected Data with regard to their completeness and consistency. We familiarised ourselves with the internal control and risk management procedures relating to the compilation of the Data. We conducted interviews with the individuals responsible for the environmental, social, governance and other sustainable development reporting.

The Non-Financial Data:

  • we have designed analytical procedures on the Non-Financial Data and verified, using sampling techniques, the calculations as well as the consolidation of the Non-Financial Data in order to obtain limited assurance that the selected Non-Financial Data do not contain any material errors that would question their preparation, in all material respects, in accordance with the Non-Financial Data Reporting Framework. A higher level of assurance would have required more extensive procedures;
  • we assessed the compliance of the Document with the reporting guidelines of the 'European Public Real Estate Association' (EPRA) on sustainable development (EPRA sBPR on Sustainability Reporting, 3rd edition).

The GRI Content Index:

• we have evaluated the compliance of the Document with reporting guidelines of the Global Reporting Initiative Standards (GRI Standards) – option «Core», including additional content and performance indicators related to material aspects for Cofinimmo NV/SA included in the GRI CRESD supplement covering the construction and real estate sector in order to obtain limited assurance that the GRI Content Index does not contain any material errors that would question its preparation, in all material respects, in accordance with the GRI Standards («Core» Option and GRI CRESD). A higher level of assurance would have required more extensive procedures.

The Sustainable Finance Framework Data:

  • we have designed analytical procedures on the Sustainable Finance Framework Data and verified, using sampling techniques, the calculations as well as the consolidation of the Sustainable Finance Framework Data in order to obtain limited assurance that the selected Sustainable Finance Framework Data do not contain any material errors that would question their preparation, in all material respects, in accordance with the Green & Social Bonds, Loans, Sustainable Notes Reporting Framework. A higher level of assurance would have required more extensive procedures;
  • we evaluated the allocation of funds and compliance of the selected projects financed by the green & social bonds, loans and sustainable notes with the eligibility criteria.

Conclusion

The Non-Financial Data:

• based on our limited review, as described in this report, nothing came to our attention that causes us to believe that the Non-Financial Data have not been prepared, in all material respects, in accordance with the Non-Financial Data Reporting Framework, the EPRA Best Practices Recommendations on Sustainability Reporting (3rd edition).

The GRI Content Index:

• based on our limited review, as described in this report, nothing came to our attention that causes us to believe that the GRI Content Index has not been prepared, in all material respects, in accordance with the GRI standards (option 'Core' and GRI CRESD).

The Sustainable Finance Framework Data:

  • based on our work, as described in this report,
  • o nothing came to our attention that causes us to believe that Sustainable Finance Framework Data have not been prepared, in all material respects, in accordance with the Green & Social Bonds, Loans, Sustainable Notes Reporting Framework; and
  • o we have not identified material errors regarding the allocation of the funds and the compliance of the selected projects financed by the green & social bonds, loans, sustainable notes with the eligibility criteria.

Zaventem, 1 April 2021. The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Represented by Rik Neckebroeck

CROSS-REFERENCE TABLE FOR THE UNIVERSAL REGISTRATION DOCUMENT Cross-reference table

This cross-reference table includes the headings provided for in Annexes I and II of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 and refers to the pages of this universal registration document where the information relating to each of these headings is mentioned.

SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS' REPORTS AND COMPETENT AUTHORITY
APPROVAL
PAGES
Item 1.1 Identify all persons responsible for the information or any parts of it, given in the registration document with, in the
latter case, an indication of such parts. In the case of natural persons, including members of the issuer's administrative,
management or supervisory bodies, indicate the name and function of the person; in the case of legal persons indicate
the name and registered office.
7
Item 1.2 A declaration by those responsible for the registration document that to the best of their knowledge, the information
contained in the registration document is in accordance with the facts and that the registration document makes no
omission likely to affect its import.
7
Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of
their knowledge, the information contained in those parts of the registration document for which they are responsible is in
accordance with the facts and that those parts of the registration document make no omission likely to affect their import.
Item 1.3 Where a statement or report attributed to a person as an expert, is included in the registration document, provide the
following details for that person:
7, 208
a) name;
b) business address;
c) qualifications;
d) material interest if any in the issuer.
If the statement or report has been produced at the issuer's request, state that such statement or report has been
included in the registration document with the consent of the person who has authorised the contents of that part of the
registration document for the purpose of the prospectus.
Item 1.4 Where information has been sourced from a third party, provide a confirmation that this information has been accurately
reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party,
no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition,
identify the source(s) of the information.
7, 208
Item 1.5 Provide a statement that: 6, 7
a) the universal registration document has been filed with the Financial Services and Markets Authority (FSMA), as
competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with article 9 of that
regulation;
b) the universal registration document may be used for the purposes of a public offer of securities or the admission of
securities to trading on a regulated markand if it is approved by the Financial Services and Markets Authority (FSMA)
together with any amendments thereto and a securities note and summary approved in accordance with regulation
(EU) 2017/1129.
SECTION 2 STATUTORY AUDITORS
Item 2.1 Names and addresses of the issuer's auditors for the period covered by the historical financial information (together with
their membership in a professional body).
208
Item 2.2 If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical
financial information, indicate details if material.
n/a
SECTION 3 RISK FACTORS
Item 3.1 A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed
'Risk Factors'.
2 to 6
In each category, the most material risks, in the assessment undertaken by the issuer, offeror or person asking for
admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of
their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.
SECTION 4 INFORMATION ABOUT THE ISSUER
Item 4.1 The legal and commercial name of the issuer 342, 346
Item 4.2 The place of registration of the issuer, its registration number and legal entity identifier ('LEI'). 342
Item 4.3 The date of incorporation and the length of life of the issuer, except where the period is indefinite. 342
Item 4.4 The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the
address, telephone number of its registered office (or principal place of business if different from its registered office) and
website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus
unless that information is incorporated by reference into the prospectus.
342, 346
SECTION 5 BUSINESS OVERVIEW
Item 5.1 Principal activities
Item 5.1.1 A description of, and key factors relating to, the nature of the issuer's operations and its principal activities, stating the
main categories of products sold and/or services performed for each financial year for the period covered by the
historical financial information.
12 to 21
Item 5.1.2 An indication of any significant new products and/or services that have been introduced and, to the extent the
development of new products or services has been publicly disclosed, give the status of their development.
n/a
Item 5.2 Principal markets 12 to 21,
A description of the principal markets in which the issuer competes, including a breakdown of total revenues by operating
segment and geographic market for each financial year for the period covered by the historical financial information.
228-229
Item 5.3 The important events in the development of the issuer's business. A, 12 to 21
Item 5.4 Strategy and objectives 24 to 29,
A description of the issuer's business strategy and objectives, both financial and non-financial (if any). This description
shall take into account the issuer's future challenges and prospects.
32, 46,
50, 52
Item 5.5 If material to the issuer's business or profitability, summary information regarding the extent to which the issuer is
dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes.
n/a
Item 5.6 The basis for any statements made by the issuer regarding its competitive position. n/a
Item 5.7 Investments 9,
22 to 59
Item 5.7.1 A description, (including the amount) of the issuer's material investments for each financial year for the period covered by
the historical financial information up to the date of the registration document.
9, 22
to 57
Item 5.7.2 A description of any material investments of the issuer that are in progress or for which firm commitments have already
been made, including the geographic distribution of these investments (home and abroad) and the method of financing
(internal or external).
35
Item 5.7.3 Information relating to the joint ventures and undertakings in which the issuer holds a proportion of the capital likely to
have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
271
Item 5.7.4 A description of any environmental issues that may affect the issuer's utilisation of the tangible fixed assets. 29, 36,
46, 50, 52
SECTION 6 ORGANISATIONAL STRUCTURE
Item 6.1 If the issuer is part of a group, a brief description of the group and the issuer's position within the group. This may be in
the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure.
271
Item 6.2 A list of the issuer's significant subsidiaries, including name, country of incorporation or residence, the proportion of
ownership interest held and, if different, the proportion of voting power held.
271
SECTION 7 OPERATING AND FINANCIAL REVIEW
Item 7.1 Financial condition
Item 7.1.1 To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the
issuer's business as a whole, a fair review of the development and performance of the issuer's business and of its position
for each year and interim period for which historical financial information is required, including the causes of material
changes.
20,
75 to 83
The review shall be a balanced and comprehensive analysis of the development and performance of the issuer's
business and of its position, consistent with the size and complexity of the business.
To the extent necessary for an understanding of the issuer's development, performance or position, the analysis shall
include both financial and, where appropriate, non-financial Key Performance Indicators relevant to the particular
business. The analysis shall, where appropriate, include references to, and additional explanations of, amounts reported
in the annual financial statements.
Item 7.1.2 To the extent not covered elsewhere in the registration document and to the extent necessary for an understanding of the
issuer's business as a whole, the review shall also give an indication of:
20 to 93
a) the issuer's likely future development;
b) activities in the field of research and development.
The requirements sand out in item 7.1 may be satisfied by the inclusion of the management report referred to in Articles 19
and 29 of Directive 2013/34/EU of the European Parliament and of the Council.
Item 7.2 Operating results
Item 7.2.1 Information regarding significant factors, including unusual or infrequent events or new developments, materially
affecting the issuer's income from operations and indicate the extent to which income was so affected.
20,
75 to 83
Item 7.2.2 Where the historical financial information discloses material changes in net sales or revenues, provide a narrative
discussion of the reasons for such changes.
n/a
SECTION 8 CAPITAL RESOURCES
Item 8.1 Information concerning the issuer's capital resources (both short term and long term). 69 to 74,
344
Item 8.2 An explanation of the sources and amounts of and a narrative description of the issuer's cash flows. 69 to 74
Item 8.3 Information on the borrowing requirements and funding structure of the issuer. 69 to 74,
251
Item 8.4 Information regarding any restrictions on the use of capital resources that have materially affected, or could materially
affect, directly or indirectly, the issuer's operations.
69 to 74,
259
Item 8.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2. 28,
69 to 74
SECTION 9 REGULATORY ENVIRONMENT
Item 9.1 A description of the regulatory environment that the issuer operates in and that may materially affect its business,
together with information regarding any governmental, economic, fiscal, monetary or political policies or factors that
have materially affected, or could materially affect, directly or indirectly, the issuer's operations.
4 to 5
SECTION 10 TREND INFORMATION
Item 10.1 A description of: 33, 47,
a) the most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the
last financial year to the date of the registration document;
50, 54
b) any significant change in the financial performance of the group since the end of the last financial period for which
financial information has been published to the date of the registration document, or provide an appropriate negative
statement.
7-8
Item 10.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on the issuer's prospects for at least the current financial year.
2
SECTION 11 PROFIT FORECASTS OR ESTIMATES
Item 11.1 Where an issuer has published a profit forecast or a profit estimate (which is still outstanding and valid) that forecast or
estimate shall be included in the registration document. If a profit forecast or profit estimate has been published and is
still outstanding, but no longer valid, then provide a statement to that effect and an explanation of why such forecast or
estimate is no longer valid. Such an invalid forecast or estimate is not subject to the requirements in items 11.2 and 11.3.
88 to 91
Item 11.2 Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit
forecast or a previously published profit estimate pursuant to item 11.1, the profit forecast or estimate shall be clear and
unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast,
or estimate.
88 to 91
The forecast or estimate shall comply with the following principles:
a) there must be a clear distinction between assumptions about factors which the members of the administrative,
management or supervisory bodies can influence and assumptions about factors which are exclusively outside the
influence of the members of the administrative, management or supervisory bodies;
b) the assumptions must be reasonable, readily understandable by investors, specific and precise and not relate to the
general accuracy of the estimates underlying the forecast;
c) in the case of a forecast, the assumptions shall draw the investor's attention to those uncertain factors which could
materially change the outcome of the forecast.
Item 11.3 The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis
which is both:
7
a) comparable with the historical financial information;
b) consistent with the issuer's accounting policies.
SECTION 12 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
Item 12.1 Names, business addresses and functions within the issuer of the following persons and an indication of the principal
activities performed by them outside of that issuer where these are significant with respect to that issuer:
7,
180 to 182
a) members of the administrative, management or supervisory bodies; 186
b) partners with unlimited liability, in the case of a limited partnership with a share capital;
c) founders, if the issuer has been established for fewer than five years;
d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for
the management of the issuer's business.
Details of the nature of any family relationship between any of the persons referred to in points (a) to (d).
In the case of each member of the administrative, management or supervisory bodies of the issuer and of each person
referred to in points (b) and (d) of the first subparagraph, details of that person's relevant management expertise and
experience and the following information:
a) the names of all companies and partnerships where those persons have been a member of the administrative,
management or supervisory bodies or partner at any time in the previous five years, indicating whether or not the
individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary
to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or
supervisory bodies;
b) details of any convictions in relation to fraudulent offences for at least the previous five years;
c) details of any bankruptcies, receiverships, liquidations or companies put into administration in respect of those persons
described in points (a) and (d) of the first subparagraph who acted in one or more of those capacities for at least the
previous five years;
d) details of any official public incrimination and/or sanctions involving such persons by statutory or regulatory authorities
(including designated professional bodies) and whether they have ever been disqualified by a court from acting as a
member of the administrative, management or supervisory bodies of an issuer or from acting in the management or
conduct of the affairs of any issuer for at least the previous five years.
If there is no such information required to be disclosed, a statement to that effect is to be made.
Item 12.2 Administrative, management and supervisory bodies and senior management conflicts of interests. 188
Potential conflicts of interests between any duties to the issuer, of the persons referred to in item 12.1, and their private
interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect
must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any
person referred to in item 12.1 was selected as a member of the administrative, management or supervisory bodies or
member of senior management.
Details of any restrictions agreed by the persons referred to in item 12.1 on the disposal within a certain period of time of
their holdings in the issuer's securities.
SECTION 13 REMUNERATION AND BENEFITS
In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph
of item 12.1:
Item 13.1 The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to
such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person.
193to208
That information must be provided on an individual basis unless individual disclosure is not required in the issuer's home
country and is not otherwise publicly disclosed by the issuer.
Item 13.2 The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar
benefits.
193to208
SECTION 14 BOARD PRACTICES
In relation to the issuer's last completed financial year, and unless otherwise specified, with respect to those persons
referred to in point (a) of the first subparagraph of item 12.1:
Item 14.1 Date of expiration of the current term of office, if applicable, and the period during which the person has served in that
office.
180 to 182
Item 14.2 Information about members of the administrative, management or supervisory bodies' service contracts with the issuer or
any of its subsidiaries providing for benefits upon termination of employment, or an appropriate statement to the effect
that no such benefits exist.
7 and
202-203
Item 14.3 Information about the issuer's audit committee and remuneration committee, including the names of committee
members and a summary of the terms of reference under which the committee operates.
184
Item 14.4 A statement as to whether or not the issuer complies with the corporate governance regime(s) applicable to the issuer. In
the event that the issuer does not comply with such a regime, a statement to that effect must be included together with
an explanation regarding why the issuer does not comply with such regime.
174
Item 14.5 Potential material impacts on the corporate governance, including future changes in the board and committees
composition (in so far as this has been already decided by the board and/or shareholders meeting).
n/a
SECTION 15 EMPLOYEES
Item 15.1 Either the number of employees at the end of the period or the average for each financial year for the period covered by
the historical financial information up to the date of the registration document (and changes in such numbers, if material)
and, if possible and material, a breakdown of persons employed by main category of activity and geographic location.
If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary
employees on average during the most recent financial year.
178
Item 15.2 Shareholdings and stock options 198,
With respect to each person referred to in points (a) and (d) of the first subparagraph of item 12.1 provide information as
to their share ownership and any options over such shares in the issuer as of the most recent practicable date.
204-207
Item 15.3 Description of any arrangements for involving the employees in the capital of the issuer. n/a
SECTION 16 MAJOR SHAREHOLDERS
Item 16.1 In so far as is known to the issuer, the name of any person other than a member of the administrative, management
or supervisory bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable
under the issuer's national law, together with the amount of each such person's interest, as at the date of the registration
document or, if there are no such persons, an appropriate statement to that that effect that no such person exists.
7, 161, 177
Item 16.2 Whether the issuer's major shareholders have different voting rights, or an appropriate statement to the effect that no
such voting rights exist.
7
Item 16.3 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and
describe the nature of such control and describe the measures in place to ensure that such control is not abused.
n/a
Item 16.4 A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a
change in control of the issuer.
n/a
SECTION 17 RELATED PARTY TRANSACTIONS
Item 17.1 Details of rrelated party transactions (for which these purposes are those set out in the Standards adopted in accordance
with the Regulation (EC) No 1606/2002 of the European Parliament and of the Council, that the issuer has entered into
during the period covered by the historical financial information and up to the date of the registration document, must be
disclosed in accordance with the respective standard adopted under Regulation (EC) No 1606/2002 if applicable.
280
If such standards do not apply to the issuer the following information must be disclosed:
a) the nature and extent of any transactions which are, as a single transaction or in their entirety, material to the issuer.
Where such related party transactions are not concluded at arm's length provide an explanation of why these
transactions were not concluded at arm's length. In the case of outstanding loans including guarantees of any kind
indicate the amount outstanding;
b) the amount or the percentage to which related party transactions form part of the turnover of the issuer.
SECTION 18 FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND
PROFITS AND LOSSES
Item 18.1 Historical financial information
Item 18.1.1 Audited historical financial information covering the latest three financial years (or such shorter period as the issuer has
been in operation) and the audit report in respect of each year.
9
Item 18.1.2 Change of accounting reference date n/a
If the issuer has changed its accounting reference date during the period for which historical financial information is
required, the audited historical information shall cover at least 36 months, or the entire period for which the issuer has
been in operation, whichever is shorter.
Item 18.1.3 Accounting standards 218 to 226
The financial information must be prepared according to International Financial Reporting Standards as endorsed in the
Union based on Regulation (EC) No 1606/2002.
If Regulation (EC) No 1606/2002 is not applicable, the financial information must be prepared in accordance with:
a) a Member State's national accounting standards for issuers from the EEA, as required by Directive 2013/34/EU;
b) a third country's national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers.
If such third country's national accounting standards are not equivalent to Regulation (EC) No 1606/2002 the financial
statements shall be restated in compliance with that Regulation.
Item 18.1.4 Change of accounting framework n/a
The last audited historical financial information, containing comparative information for the previous year, must be
presented and prepared in a form consistent with the accounting standards framework that will be adopted in the
issuer's next published annual financial statements having regard to accounting standards and policies and legislation
applicable to such annual financial statements.
Changes within the accounting framework applicable to an issuer do not require the audited financial statements to be
restated solely for the purposes of the prospectus. However, if the issuer intends to adopt a new accounting standards
framework in its next published financial statements, at least one complete set of financial statements (as defined by
IAS 1 Presentation of Financial Statements as set out in regulation (EC) No 1606/2002), including comparatives, must be
presented in a form consistent with that which will be adopted in the issuer's next published annual financial statements,
having regard to accounting standards and policies and legislation applicable to such annual financial statements.
Item 18.1.5 Where the audited financial information is prepared according to national accounting standards, it must include at least
the following:
21, 75, 78,
80, 83
a) the balance sheet; 212 to 282
b) the income statement;
c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions
with owners and distributions to owners;
d) the cash flow statement;
e) the accounting policies and explanatory notes.
Item 18.1.6 Consolidated financial statements 75,
212 to 218
If the issuer prepares both stand-alone and consolidated financial statements, include at least the consolidated financial
statements in the registration document.
Item 18.1.7 Age of financial information 20
The balance sheet date of the last year of audited financial information may not be older than one of the following:
a) 18 months from the date of the registration document if the issuer includes audited interim financial statements in the
registration document;
b) 16 months from the date of the registration document if the issuer includes unaudited interim financial statements in
the registration document.
Item 18.2 Interim and other financial information
Item 18.2.1 If the issuer has published quarterly or half-yearly financial information since the date of its last audited financial
statements, these must be included in the registration document. If the quarterly or half-yearly financial information
has been audited or reviewed, the audit or review report must also be included. If the quarterly or half-yearly financial
information is not audited or has not been reviewed, state that fact.
n/a
If the registration document is dated more than nine months after the date of the last audited financial statements, it must
contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least
the first six months of the financial year.
Interim financial information prepared in accordance with the requirements of Regulation (EC) No 1606/2002.
For issuers not subject to Regulation (EC) No 1606/2002, the interim financial information must include comparative
statements for the same period in the prior financial year, except that the requirement for comparative balance sheet
information may be satisfied by presenting the year's end balance sheet in accordance with the applicable financial
reporting framework.
Item 18.3 Auditing of historical annual financial information
Item 18.3.1 The historical annual financial information must be independently audited. The audit report shall be prepared in
accordance with the Directive 2014/56/EU of the European Parliament and Council and Regulation (EU) No 537/2014 of
the European Parliament and of the Council.
282to285
294to297
Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply:
a) the historical annual financial information must be audited or reported on as to whether or not, for the purposes of
the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member
State or an equivalent standard.
Item 18.3.2 Indication of other information in the registration document that has been audited by the auditors. 92 to 93,
162
Item 18.3.3 Where financial information in the registration document is not extracted from the issuer's audited financial statements
state the source of the information and state that the information is not audited.
n/a
Item 18.4 Pro forma financial information
Item 18.4.1 In the case of a significant gross change, a description of how the transaction might have affected the assets, liabilities
and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on
or at the date reported.
n/a
This requirement will normally be satisfied by the inclusion of pro forma financial information. This pro forma financial
information is to be presented as set out in annex 20 and must include the information indicated therein.
Pro forma financial information must be accompanied by a report prepared by independent accountants or auditors.
Item 18.5 Dividend policy
Item 18.5.1 A description of the issuer's policy on dividend distributions and any restrictions thereon. If the issuer has no such policy,
include an appropriate negative statement.
91, 160
Item 18.5.2 The amount of the dividend per share for each financial year for the period covered by the historical financial information
adjusted, where the number of shares in the issuer has changed, to make it comparable.
9
Item 18.6 Legal and arbitration proceedings
Item 18.6.1 Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending
or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or
have had in the recent past significant effects on the issuer and/or group's financial position or profitability, or provide an
appropriate negative statement.
7, 188
Item 18.7 Significant change in the issuer's financial position
Item 18.7.1 A description of any significant change in the financial position of the group which has occurred since the end of the last
financial period for which either audited financial statements or interim financial information have been published, or
provide an appropriate negative statement.
7
SECTION 19 ADDITIONAL INFORMATION
Item 19.1 Share capital
The information in items 19.1.1 to 19.1.7 in the historical financial information as of the date of the most recent balance
sheet:
Item 19.1.1 The amount of issued capital, and for each class of share capital: 191, 344
a) the total of the issuer's authorised share capital;
b) the number of shares issued and fully paid and issued but not fully paid;
c) the par value per share, or that the shares have no par value; and
d) a reconciliation of the number of shares outstanding at the beginning and end of the year.
If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical
financial information, state that fact.
Item 19.1.2 If there are shares not representing capital, state the number and main characteristics of such shares.
Item 19.1.3 The number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of
the issuer.
236-237,
344
Item 19.1.4 The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the
conditions governing and the procedures for conversion, exchange or subscription.
Item 19.1.5 Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an
undertaking to increase the capital.
Item 19.1.6 Information about any capital of any member of the group which is under option or agreed conditionally or
unconditionally to be put under option and details of such options including those persons to whom such options relate.
n/a
Item 19.1.7 A history of share capital, highlighting information about any changes, for the period covered by the historical financial
information.
344
Item 19.2 Memorandum and Articles of Association
Item 19.2.1 The register and the entry number therein, if applicable, and a brief description of the issuer's objects and purposes and
where they can be found in the up to date memorandum and articles of association.
342
Item 19.2.2 Where there is more than one class of existing shares, a description of the rights, preferences and restrictions attaching to
each class.
Item 19.2.3 A brief description of any provision of the issuer's articles of association, statutes, charter or bylaws that would have an
effect of delaying, deferring or preventing a change in control of the issuer.
348
SECTION 20 MATERIAL CONTRACTS
Item 20.1 A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the
issuer or any member of the group is a party, for the two years immediately preceding publication of the registration
document.
n/a
A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by
any member of the group which contains any provision under which any member of the group has any obligation or
entitlement which is material to the group as at the date of the registration document.
SECTION 21 DOCUMENTS AVAILABLE
Item 21.1 A statement that for the term of the registration document the following documents, where applicable, can be inspected: 7, 346,
a) the up to date memorandum and articles of association of the issuer; 282, 342
b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer's request any
part of which is included or referred to in the registration document;
c) an indication of the website on which the documents may be inspected.

CROSS-REFERENCE TABLE FOR THE ANNUAL FINANCIAL REPORT

This cross-reference table indicates the location in the universal registration document of each of the elements that must appear in the annual financial report in accordance with Belgian law. The relevant provisions can be found in article 12 of the royal decree of 14.11.2007 on the obligations of issuers of financial instruments admitted for trading on a regulated market (the '2007 royal decree'), which refers to article 3:6 of the Code of companies and associations (CCA) as regards the management report on statutory accounts, with the latter referring to article 3:32 of the CCA as regards the management report on consolidated accounts.

Article 12 of the 2007 royal decree PAGES
The annual financial report comprises:
1° the audited financial statements. 211 to 297
2° the management report. 20 to 93,
138 to 147,
156 to 208
3° a declaration by the persons responsible within the issuer, clearly identified by their names and functions, certifying that, to their
knowledge:
7
a) the financial statements, established in conformity with the applicable accounting standards, give a fair and true picture of the
portfolio, the financial situation and the results of the issuer and of the companies included in the scope of consolidation;
b) the management report includes a fair review of the business developments, the results and the situation of the issuer and the
companies included in the scope of consolidation, as well as a description of the main risks and uncertainties they face.
4° the report signed by the auditor or by the person responsible for auditing the financial statements. 282 to 286,
294 to 297
§ 3. When the issuer has to prepare consolidated accounts, the audited financial statements include the consolidated accounts
drawn up in accordance with international accounting standards as well as the issuer's statutory accounts drawn up in
accordance with the national law of the Member State where the issuer has its registered office.
211 to 297
In this case, statutory accounts may be presented in an abridged version, provided this is permitted by national law.
When the issuer is not required to prepare consolidated accounts, the audited financial statements include the statutory accounts
drawn up in accordance with the national law of the Member State where the issuer has its registered office.
Article 3:6 of the CCA (former Article 96 of the Company Code)
The management report includes:
1° at least one fair review of the business developments, results and the situation of the company, as well as a description of
the main risks and uncertainties it faces;
2,
20 to 93,
138 to 147,
156 to 208
2° data on important events occurring after the financial year-end; 84-87
3° information on circumstances likely to have a significant impact on the development of the company, provided such information
is not likely to seriously harm the company;
2
4° information relating to research and development activities; n/a
5° information relating to the existence of branches of the company; 270
6° in the event that the balance sheet shows a deferred loss or the income statement shows a loss for the financial year for two
successive financial years, a justification for the application of the going concern accounting rules;
n/a
7° all the information that must be inserted in it pursuant to this code, in particular articles 7:96, § 1, indent 2, 7:97, § 4, last indent, and
7:220, §§ 1 and 2;
188, 191
8° as regards the use of financial instruments by the company and where relevant for the valuation of its assets, liabilities, financial
position and profits or losses:
2, 69
- the company's financial risk management objectives and policy, including its policy concerning the hedging of each main
category of planned transactions for which hedge accounting is used; and
- the company's exposure to price risk, credit risk, liquidity risk and treasury risk.
9° where applicable, proof of the independence and of the accounting and auditing expertise of at least one member of the audit
committee.
184
§ 2. For listed companies, the management report also includes a corporate governance statement, which is a specific section that
contains at least the following information:
1° the designation of the corporate governance code applied by the company, as well as an indication of where that code may be
publicly consulted and, where appropriate, relevant information relating to the corporate governance practices applied alongside
the code used and the legal requirements, with an indication of where this information is available;
174
2° provided that a company does not apply in full the corporate governance code referred to in 1°, an indication of the parts of the
corporate governance code from which it derogates and the justified reasons for this derogation;
n/a
3° a description of the main characteristics of the company's internal control and risk management systems as part of the process of
preparing financial information;
174 to 177
4° the information referred to in Article 14(4) of the Law of 2 May 2007 on the disclosure of major holdings in issuers the shares of
which are admitted to trading on a regulated market and laying down miscellaneous provisions;
177
5° the composition and method of operation of the administrative bodies and their committees; 177 to 187
6° a description of: 179
a) the diversity policy applied by the company to the members of the Board of Directors or, where applicable, the Supervisory
Board and the Management Board, to other executives and to representatives responsible for the day-to-day management of
the company;
b) the objectives of this diversity policy;
c) the procedures for implementing this policy;
d) the results of this policy during the year.
In the absence of a diversity policy, the company explains the reasons justifying this in the declaration.
The description in any event includes an overview of the efforts made to ensure that at least one third of the members of the board
of directors or, where appropriate, the supervisory board, are of a different gender from the other members;
7° the information that must be included in it pursuant to Article 34 of the royal decree of 14 November 2007 on the obligations of
issuers of financial instruments admitted to trading on a regulated market;
191
8° the information that must be included in it pursuant to Article 74, § 7, of the Law of 1 April 2007 on public takeover bids. n/a
§ 3. For listed companies, the corporate governance statement referred to in paragraph 2 also includes the remuneration report,
which is a specific section.
197
§ 4. A non-financial statement n/a
Article 3:32 of the CCA (former Article 119 of the Company Code)
§ 1. A management report on the consolidated financial statements is attached to the consolidated financial statements
by the administrative body.
This report includes:
1° at least one fair review of the business developments, the results and the situation of all the companies included in the scope
of consolidation, as well as a description of the main risks and uncertainties they face. This review consists of a balanced and
comprehensive analysis of the business developments, the results and the situation of all the companies included in the scope
of consolidation, in relation to the volume and complexity of these activities. Insofar as is necessary to understand business
developments, results or the situation of companies, the analysis must include key performance indicators of both a financial
and, where applicable, non-financial nature relating to the specific activity of companies, in particular information relating to
environmental and personnel issues.
2,
20 to 209
In providing its analysis, the management report contains, where appropriate, references to the amounts indicated in the
consolidated financial statements and additional explanations relating thereto;
2° data on important events occurring after the financial year-end; 84-87
3° provided that they are not likely to cause serious harm to a company included in the scope of consolidation, information on
circumstances likely to have a significant impact on the development of the consolidated entity;
2
4° information relating to research and development activities; n/a
5° as regards the use of financial instruments by the company and where relevant for the valuation of its assets, liabilities, financial
position and result:
2, 69
- the financial risk management objectives and policy of all the companies included in the scope of consolidation, including their
policy concerning the hedging of each main category of planned transactions for which hedge accounting is used; and
- the exposure of the all the companies included in the consolidation to price risk, credit risk, liquidity risk and treasury risk;
6° where applicable, proof of the independence and of the accounting and auditing expertise of at least one member of the audit
committee of the consolidating company or of the company in which the main activity of the consortium is established;
184
7° a description of the main characteristics of the internal control and risk management systems of related companies in relation
to the process of preparing the consolidated financial statements when a listed company or a public interest entity within the
meaning of Article 1:12, 2, is included in the consolidation scope;
8° the information that must be included in it pursuant to Article 34 of the royal decree of 14 November 2007 on the obligations of
issuers of financial instruments admitted to trading on a regulated market;
9° the information that must be included in it pursuant to Article 74, § 7, of the Law of 1 April 2007 on public takeover bids; n/a
§ 2. Non-financial statement n/a

Standing document GENERAL INFORMATION

Type and name

Cofinimmo: public regulated real estate company incorporated under Belgian law or public RREC incorporated under Belgian law.

Registered office, e-mail address and website

The registered office is located at Boulevard de la Woluwe/ Woluwedal 58, 1200 Brussels (Tel.: +32 2 373 00 00).

The board of directors may relocate the registered office of the company, provided that such relocation does not require a change in the language of the articles of association pursuant to the applicable language regulations. This decision does not require an amendment to the articles of association, unless the registered office is transferred to another Region. In this case, the board of directors has the power to amend the articles of association.

If, due to the relocation of the registered office, the language of the articles of association needs to be changed, only the general assembly has the power to take this decision subject to the rules prescribed for the amendment of the articles of association.

The company can establish administrative offices, branches, or agencies in Belgium or other countries by simple decision of the board of directors.

The company's email address is [email protected].

Its website is www.cofinimmo.com.

The information on the website is not part of a leaflet unless such information is incorporated by reference.

The board of directors may change the company's email address and website in accordance with the CCA.

Brussels trade register legal entity identifier

The company is registered with the Brussels Trade Register (Registre des Personnes Morales/Rechtspersonenregister) under No. 0426 184 049. Its VAT number is BE 0426 184 049 and its Legal Entity Identifier (LEI) is 549300TM914CSF6KI389.

Constitution, legal form and publication

Cofinimmo was established as a limited liability company under Belgian Law (société anonyme/naamloze vennootschap) on 29.12.1983, by deed enacted before the notary André Nerincx in Brussels and published in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 27.01.1984 under No. 891-11. The company has the legal form of a limited liability company incorporated under Belgian Law.

On 01.04.1996, Cofinimmo was approved as a public fixed-capital real estate investment trust (Sicafi/Bevak) incorporated under Belgian law, registered with the Financial Services and Markets Authority (FSMA).

Since 26.08.2014, it is subject to the regulated real estate companies (sociétés immobilières réglementées/gereglementeerde vastgoedvennootschappen) legal regime provided for in the Belgian Law of 12.05.2014 on regulated real estate companies (RREC). The company is also governed by the provisions of the royal decree of 13.07.2014 on regulated real estate companies.

The articles of association have been amended on various occasions, most recently on 25.08.2020 by deed enacted before the Notary Tim Carnewal in Brussels and published in the annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 24.09.2020.

The company's shares are admitted to trading on a regulated market as meant by article 1:11 of the CCA.

Duration

The company is constituted for an unlimited term.

Purpose of the company

The purpose of the company is available in the section 'Articles of association'.

Financial year

The financial year starts on January 1st and ends on December 31st of each year.

Locations at which documents accessible to the public may be consulted

The company's articles of association may be consulted at the Clerk's office of the Brussels Company Court, as well as on the company's website. Cofinimmo group's statutory and consolidated accounts are filed at the National Bank of Belgium, in accordance with all applicable legal provisions. Decisions related to the appointment and dismissal of members of the board of directors are published in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad). Notices convening general shareholder meetings are published in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) and in two daily financial newspapers. The notices and all documents related to general shareholder meetings are available simultaneously on the company's website.

All press releases and other financial information published by the Cofinimmo group over the past five years can be consulted on the company's website.

Annual financial reports and registration documents may be obtained from the registered office and consulted on the company's website. They are sent each year to the registered shareholders and to any parties expressing a wish to receive them. They include reports by the real estate valuers and the statutory auditor.

Tax regimes

BELGIUM: THE PUBLIC REGULATED REAL ESTATE COMPANY (PUBLIC RREC)

The public regulated real estate company (public RREC) has a status similar to that which exists in many countries: real estate investment trust (REIT) in the US, fiscale beleggingsinstelling (FBI) in the Netherlands, G-REIT in Germany, société d'investissements immobiliers cotée (SIIC) in France, and UK-REIT in the UK.

This regime is currently governed by the law of 12.05.2014 and the royal decree of 13.07.2014 on regulated real estate companies.

The main characteristics of the public RREC are:

  • •closed-end company;
  • •stock exchange listing;
  • •activity consisting of providing buildings to users; as an ancillary activity, the RREC can invest its assets in listed securities;
  • •the Belgian subsidiaries of a public RREC can be approved as institutional RREC;
  • •diversification of risk: no more than 20% of the consolidated property portfolio invested in a single property;
  • •consolidated debt limited to 65% of the market value of assets; the value of mortgages and other securities is limited to 50%of the total fair value of the properties and to 75% of the value of the mortgaged property;
  • •very strict rules governing conflicts of interest;
  • •regular valuation of the property portfolio by independent real estate valuers; properties recognised at their fair value; no amortisation;
  • •results (rental income and capital gains on disposals minus operating expenses and financial charges) are exempt from corporate tax;
  • •at least 80% of the sum of the corrected result and of the net realised gains on disposals of property assets not exempted from compulsory distribution are subject to compulsory distribution; the decrease in debt during the financial year can however be subtracted from the amount to be distributed;
  • •withholding tax of 30% unless exemption or reduction according to international convention.

Companies applying for public or institutional RREC status, or which merge with a RREC, are subject to an exit tax, which is treated in the same way as a liquidation tax, on net unrealised gains and on tax-exempt reserves, at a rate of 12.75%, until 31.12.2019 and at a rate of 15% as from 01.01.2020. Cofinimmo obtained its public RREC status on 26.08.2014. It had previously operated under the Sicafi/ Bevak status since 01.04.1996.

BELGIUM: THE INSTITUTIONAL REGULATED REAL ESTATE COMPANY (INSTITUTIONAL RREC)

The institutional RREC, governed by the law of 12.05.2014 and the royal decree of 13.07.2014, is a 'light' version of the public RREC. It enables the public RREC to extend the taxation characteristics of its legal form to its subsidiaries and to undertake specific partnerships and projects with third parties. The institutional RREC status is acquired upon approval by the FSMA.

The main characteristics of the institutional RREC are:

  • •non-listed company controlled for more than 25% by a public RREC;
  • •registered shares held by eligible investors or natural persons with a minimum holding of 100,000 EUR;
  • •no diversification or debt ratio requirement (consolidation at public RREC level);
  • •dividend distribution obligation;
  • •owned jointly or exclusively by a public RREC;
  • •exclusive purpose of providing buildings to users;
  • •no obligation to appoint a real estate valuer as real estate assets are appraised by the valuer of the public RREC;
  • •statutory accounts drawn up in accordance with IFRS regulations (same accounting scheme as the public RREC);
  • •strict rules on operations and conflicts of interest; subject to auditing by the FSMA.

BELGIUM: THE SPECIALISED REAL ESTATE INVESTMENT FUND (B-REIF – FONDS D'INVESTISSEMENT IMMOBILIER SPÉCIALISÉ 'FIIS'/GESPECIALISEERD VASTGOEDBELEGGINGSFONDS 'GVBF')

The specialised real estate investment funds ('B-REIF') are governed by the royal decree of 9.11.2016 relating to specialised real estate investment trusts Belgian Official Bulletin (Moniteur belge/Belgisch Staatsblad) of 18.11.2016. This tax system allows real estate investment in a flexible and efficient trust mechanism.

The main features of a B-REIF are:

  • •a light regulatory regime without the approval and direct supervision of the FSMA, subject to certain conditions being met. Only the registration on a list held by the Belgian Ministry of Finance is required;
  • •financial instruments issued by an B-REIF can only be acquired by eligible investors;
  • •the B-REIF may be exempted from the AIFM law (law of 19.04.2014 on alternative investment funds and their managers), if certain criteria are met;
  • •the B-REIF is subject to a minimum investment volume of at least 10,000,000 EUR at the end of the second financial year following its inclusion in the B-REIF list;
  • •the B-REIF is a closed fund with fixed capital and cannot be publicly traded;
  • •the B-REIF invests in real estate, defined broadly, but without mandatory diversification requirements or (the use of) leverage limits;
  • •the B-REIF draws up its statutory accounts by applying IFRS (excluding Belgian GAAP);
  • •the B-REIF is subject to an obligated annual distribution of 80% of its results;
  • •the duration of a B-REIF is limited to ten years with the possibility of extending this period by consecutive periods of up to five years each.

FRANCE: THE SOCIÉTÉ D'INVESTISSEMENTS IMMOBILIERS COTÉE (SIIC)

The société d'investissements immobiliers cotée (SIIC) tax regime, introduced by the French finance Law for 2003 No. 2002-1575 of 30.12.2002 authorises the creation in France of real estate companies subject to a specific tax regime, similar to that of the RREC regime in Belgium.

Cofinimmo group opted, through its French branch, for the SIIC regime for the first time on 04.08.2008.

The essential characteristic of this tax regime is to introduce a system of taxation of profits at the level of the shareholder (the company is not, itself, subject to corporate tax because of its strictly real estate activities) and allows Cofinimmo to benefit from an exemption from corporate tax on the rental income and realised gains of its French branch and subsidiaries in return for an obligation to distribute 95% of the profits from the letting of its property assets.

The main characteristics of the SIIC regime are:

  • •an exemption from corporate tax on the fraction of profits arising from i) the letting of buildings, ii) capital gains on property disposals, iii) capital gains on disposals of shares in subsidiaries having opted for the SIIC regime or in other companies with a similar purpose, iv) proceeds distributed by subsidiaries having opted for the SIIC regime, and v) shares in profits of companies engaged in a real estate activity;
  • •results distribution obligation: 95% of the exempted profits arising from rental income, 60% of the exempted profits arising from the disposal of properties, shares in companies and subsidiaries subject to the SIIC regime, and 100% of the dividends distributed to them by their subsidiaries subject to corporate tax having opted for the SIIC regime;
  • •when opting for the SIIC regime, payment over four years of an exit tax at the reduced rate of 19% on unrealised capital gains relating to properties and shares of companies not subject to corporate tax held by the SIIC or its subsidiaries having opted for the SIIC regime.

THE NETHERLANDS: THE FISCALE BELEGGINGSINSTELLING (FBI)

Cofinimmo obtained, through its Dutch subsidiary SuperStone, the status of fiscale beleggingsinstelling (FBI) on 01.07.2011, subject to a shareholding test as of 01.01.2021. This tax regime allows companies to benefit from a total exemption from corporate income tax under certain conditions.

The main characteristics of the FBI regime are:

  • •only public limited companies, limited liability companies and mutual funds can be considered FBIs;
  • •the FBI's statutory purpose and actual operations may only involve the investment of assets;
  • •investments in property assets may be financed by external capital up to no more than 60% of the book value of the property assets;
  • •all other investments may be financed by external capital up to no more than 20% of the book value of the investments;
  • •at least 75% of shares or ownership interests in an unlisted FBI must be held by natural persons, entities not subject to income tax and/or listed investment companies;
  • •shares or ownership interests in an unlisted FBI may not be held, directly or indirectly, for 5% or more by a natural person (or their partner);
  • •entities established in the Netherlands may not own 25% or more of the shares or ownership interests of an unlisted FBI through non-resident companies or funds;
  • •FBI profits are subject to a 0% corporate tax rate;
  • •the share of FBI profits that can be distributed must be paid to the shareholders and other beneficiaries within eight months following the close of each financial year;
  • •the profits on shares distributed are subject to a dividend withholding of 5%.

GERMANY

The investments of Cofinimmo or its subsidiaries in Germany do not benefit from the G-REIT regime, which is not accessible to them.

SPAIN

The investments of Cofinimmo or its subsidiaries in Spain do not benefit from the ES-REIT regime, which is not accessible to them.

FINLAND

The investments of Cofinimmo or its subsidiaries in Finland do not benefit from the FIN-REIT regime, which is not accessible to them.

Capital

The issued capital of 1,450,210,370.80 EUR is fully paid-up. The shares have no par value. The history of share capital changes prior to 2020 is available in the annual financial reports of the previous years which are available on the Company's website www.cofinimmo.com.

CHANGES IN SHARE CAPITAL IN 2020

Date of transaction 09.06.2020 10.06.2020
Type of transaction Position as at
31.12.2019
Position as at
31.12.2020
Issue price (in EUR) 113.68 119.36
Amount of share capital (in EUR) 20,750,901.02 44,232,462.98
Amount of the net contribution to shareholders' equity (in EUR) 44,019,851.68 98,520,698.88
Number of shares 387,226 825,408
Total number of shares after the transaction 25,849,283 26,236,509 27,061,917 27,061,917
Amount of share capital after thetransaction (in EUR) 1,385,227,006.80 1,405,977,907.82 1,450,210,370.80 1,450,210,370.80

Description of share types

At 31.12.2020, Cofinimmo had issued 27,061,917 shares. The procedure referred to in the articles of association, as provided by law, is applicable to modify their rights.

On 15.01.2020, the extraordinary general meeting removed all references to ordinary and preference shares from the articles of association and replaced them with the word 'shares' in order to reflect the situation resulting from the conversion of all preference shares.

Authorised capital

As at 31.12.2020, the amount by which the board of directors could increase the subscribed capital within the framework of the authorised capital was 1,160,000,000.00 EUR.

On 25.08.2020, the extraordinary general meeting granted the board of directors a new authorisation for a period of five years from the date of publication of the minutes of this meeting in the annexes to the Belgian Official Bulletin (Moniteur belge/Belgisch Staatsblad).

The board of directors is therefore authorised to increase the capital on one or more occasions by a maximum amount of:

    1. 725,000,000 EUR, i.e. 50% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for capital increases by cash contributions, providing for the possibility of exercising the preferential right or the irreducible allocation right by the shareholders of the company,
    1. 290,000,000 EUR, i.e. 20% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for capital increases in the context of the distribution of an optional dividend,
    1. 145,000,000 EUR, i.e. 10% of the amount of the capital on the date of the extraordinary general meeting of 25.08.2020, for:

Nursing and care home – Cartagena (SP)

  • (a) capital increases through contributions in kind,
  • (b) capital increases through cash contributions without the possibility for the company's shareholders to exercise their preferential subscription right or irreducible allocation right, or
  • (c) any other form of capital increase,

it being understood that the capital, within the framework of this authorisation, may under no circumstances be increased by an amount exceeding 1,160,000,000 EUR, being the cumulative amount of the various authorisations with regard to authorised capital.

Changes in treasury shares

The number of treasury shares held by Cofinimmo group as at 01.01.2020 amounted to 50,691. All these shares are entitled to a share of the results of the financial year starting 01.01.2020.

The number of treasury shares held by Cofinimmo group as at 31.12.2020 amounted to 45,084, which represents a level of self-ownership of 0.17%.

Changes in treasury shares in 2020

Position at 01.01.2020 50.691
Transfers and disposals of shares for the
stock option plan during the first half of 2020
-4.350
Disposals of shares resulting from the
conversion into ordinary shares of the 1,257
preference shares I acquired due to lack of
conversion
-1.257
Position at 31.12.2020 45.084

Shareholding

The shareholding structure is set out in the chapter 'Cofinimmo on the stock market' of this universal registration document. It is also available on the company's website.

Articles of Association

Summary of changes

On 15.01.2020, the extraordinary general meeting of Cofinimmo approved amendments to the articles of association following the entry into force on 01.01.2020 of the Code of Companies and Associations (CCA), which replaces the Company Code.

On 25.08.2020, the extraordinary general meeting of Cofinimmo approved a new authorisation to the board of directors to increase the capital within the framework of the authorised capital and the possibility for shareholders to participate remotely in the general meeting through electronic means of communication.

Articles of Association as at 31.12.2020

Part I - Nature of the company

ARTICLE 1 - TYPE AND NAME

  • 1.1 The company is a public limited company called: 'COFINIMMO'.
  • 1.2 The Company is a 'public regulated real estate company' (abbreviated 'PRREC') within the meaning of Article 2(2) of the Act of 12 May 2014 on regulated real estate companies (hereinafter referred to as the 'RREC Act') whose shares are listed on a regulated market and that raises funds, both in Belgium and abroad, by way of a public offering.

The Company's name is preceded or followed by the words 'public regulated real estate Company subject to Belgian law' or 'public RREC governed by Belgian law' or 'PRREC governed by Belgian law' and all documents issued by the Company shall contain the same mention.

The Company is subject to the RREC legislation and the royal decree of 13 July 2014 on regulated real estate companies, as amended (hereinafter referred to as the 'RREC royal decree'). (This act and the royal decree are hereinafter collectively referred to as the 'RREC regulations').

ARTICLE 2 - REGISTERED OFFICE, E-MAIL ADDRESS AND WEBSITE

The registered office is established in the Brussels-Capital Region.

The board of directors may transfer the Company's registered office, provided the transfer does not result in a change to the language of the articles pursuant to the applicable linguistic rules. Such a decision does not require an amendment to the articles, unless the registered office is transferred to another Region. In this case, the board of directors has the power to amend the articles.

If, due to transfer of the registered office, the language of the articles must be changed, only the general meeting has the power to take the decision, in accordance with the rules applicable to amendment of the articles.

The Company may establish, by a simple decision of the board of directors, management offices, subsidiaries or branches in Belgium or abroad.

The Company's email address is [email protected].

The Company's website is the following: www.cofinimmo.com.

The board of directors may modify the e-mail address and the website of the Company in accordance with the provisions of the Code of Companies and Associations.

ARTICLE 3 - PURPOSE

  • 3.1 The Company's sole purpose is to:
  • (a) place, directly or through a company in which it holds a stake in accordance with the provisions of the RREC regulations, buildings at the disposal of users and
  • (b) within the limits set by the RREC regulations, hold the real property mentioned in Article 2(5)(vi) to (xi) of the RREC Act.

Real property means:

  • i. buildings as defined in Article 517 et seq. of the Civil Code and rights in rem in buildings, excluding buildings used for forestry, agricultural or mining activities;
  • ii. shares or units with voting rights issued by real estate companies more than twenty-five percent (25%) of whose capital is held directly or indirectly by the Company;
  • iii. option rights for real property;
  • iv. shares of public regulated real estate companies or institutional regulated real estate companies provided, in the case of the latter, more than twenty-five percent (25%) of the capital is held directly or indirectly by the Company;
  • v. rights arising from financial leasing agreements concluded with the Company as lessee for one or more properties, or contracts conferring similar rights of use;
  • vi. the units of public and institutional real estate investment companies (sicafi);
  • vii. the units of foreign real estate funds included on the list referred to in Article 260 of the Act of 19 April 2014 on alternative undertakings for collective investment and their managers;
  • viii. the units of real estate funds established in another Member State of the European Economic Area and not included on the list referred to in Article 260 of the Act of 19 April 2014 on alternative undertakings for collective investment and their managers, provided they are subject to supervision equivalent to that applicable to public real estate investment companies;
  • ix. shares or units issued by companies with legal personality, (ii) governed by the law of another Member State of the European Economic Area, (iii) whose shares are admitted (or not admitted) to trading on a regulated market and that form the object (or do not form the object) of prudential control, (iv) whose main activity is the acquisition or construction of buildings in order to make them available to users or the direct or indirect holding of shares in companies engaged in a similar activity, and (v) that are exempt from income tax on profits relating to the activity referred to in point (iv) above, subject to compliance with certain constraints, taking into account at least the statutory obligation to distribute a portion of their income to shareholders (so-called real estate investment trusts or REITs);
  • x. the real estate certificates referred to in the Act of 11 July 2018;
  • xi. the shares or units of specialised real estate investment funds (B-REIF).

The real property referred to in Article 3.I(b), paragraph 2(vi), (vii), (viii), (ix) and (xi) of the RREC Act which constitutes units in alternative investment funds within the meaning of the European rules may not be considered shares or units with voting rights issued by real estate companies, regardless of the value of the stake held directly or indirectly by the Company.

If the RREC regulations change in the future and designate other types of assets as real property within the meaning of these rules, the Company may also invest in these additional types of assets.

  • (c) conclude in the long term, if applicable in cooperation with third parties, directly or through a company in which it holds a stake in accordance with the provisions of the RREC regulations, with a contracting authority or adhere to one or more:
    • i. DBF agreements, so-called design-build-finance agreements;
    • ii. DB(F)M agreements, so-called design-build-(finance) maintain agreements;
    • iii. DBF(M)O agreements, so-called design-build-finance- (maintain)-operate agreements; and/or
    • iv. public works concession contracts relating to buildings and/ or other real property infrastructure and related services, on the basis of which:
  • (i) the regulated real estate company is responsible for ensuring availability, maintenance and/or operation for a public entity and/or citizens as end users, in order to meet a societal need and/or allow the provision of a public service; and
  • (ii) the regulated real estate company, without necessarily having any rights in rem, may assume, in whole or in part, the financing risk, the availability risk, the demand risk and/or the operating risk; and
  • (d) ensure in the long term, if applicable in cooperation with third parties, directly or through a company in which it holds a stake in accordance with the RREC regulations, the development, establishment, management or operation, with the possibility to sub-contract these activities, of:
    • i. facilities and installations for the transport, distribution or storage of electricity, gas, combustible fossil or non-fossil fuels and energy in general, including assets related to such infrastructure;
    • ii. installations for the transport, distribution, storage or purification of water, including assets related to such infrastructure;
    • iii. installations for the production, storage and transport of renewable or nonrenewable energy, including assets related to such infrastructure; or
    • iv. incinerators and waste disposal facilities, including assets related to such infrastructure.

(e) hold initially less than 25% of the capital of a company that performs the activities mentioned in Article 3.1(c) above, provided this stake is converted through the transfer of shares, within a period of two years or any other longer period required by the public entity with which the contract is concluded and upon expiry of the setting-up phase of the PPP project (within the meaning of the RREC regulations), into a stake that complies with the RREC regulations.

Should the RREC regulations be amended in the future and authorise the performance of other activities by the Company, the Company may also exercise these new activities.

In the context of ensuring the availability of buildings, the Company may in particular perform all activities associated with the construction, fitting out, renovation, development, acquisition, transfer, management and operation of buildings.

3.2 On an ancillary or temporary basis, the Company may invest in securities not constituting real property within the meaning of the RREC regulations. These investments shall be made in accordance with the Company's risk management policy and shall be diversified in order to ensure adequate risk diversification. The Company may also hold unallocated cash, in any currency, in the form of sight or term deposits or any easily negotiable money market instrument.

It may also carry out transactions involving hedging instruments, intended solely to hedge interest rate and currency risk in the context of the financing and management of the Company's activities as referred to in the RREC Act, with the exception of purely speculative transactions.

  • 3.3 The Company may enter into finance leases, as lessor or lessee, for one or more buildings. Finance leasing activity, with the option to purchase the buildings, may only be performed on an ancillary basis, unless the buildings are intended to be used in the public interest, including for social housing or education (in which case it can be a main activity).
  • 3.4 The Company may acquire a stake, by way of a merger or otherwise, in all businesses, undertakings or companies having a purpose similar or complementary to its own and that facilitate the development of its business and, in general, perform all transactions relating directly or indirectly to its corporate purpose as well as all acts necessary or useful to realise this purpose.

In general, the Company is obliged to conduct its activities and carry out transactions in accordance with the rules and within the limits set by the RREC provisions and any other applicable legislation.

ARTICLE 4 - PROHIBITIONS

The Company may not:

348

  • act as a property developer in accordance with the RREC regulations, except on an occasional basis;
  • participate in an underwriting or guarantee syndicate;
  • lend financial instruments, with the exception of loans subject to the conditions and provisions of the royal decree of 7 March 2006;
  • acquire financial instruments issued by a company or association under private law that has been declared bankrupt, entered into an amicable settlement with its creditors, is currently subject to a judicial reorganisation procedure, has obtained a suspension of payments or has been subject to a similar measure abroad;
  • conclude contractual agreements or provisions of its articles by which it derogates from the voting rights to which it is entitled according to applicable law, based on a shareholding of twentyfive percent (25%) plus one share in companies in its consolidated group.

ARTICLE 5 - DURATION

The Company is constituted for an unlimited term.

Part II - Capital – Shares

ARTICLE 6 - CAPITAL

6.1 Subscribed and paid-up capital

The share capital is fixed at 1,450,210,370.80 EUR and is divided into 27,061,917 fully paid-up shares without nominal value, each representing an equal share of the capital.

6.2 Authorised capital

The board of directors is authorised to increase the capital on one or more occasions by a maximum amount of:

  • 1°) 725,000,000 EUR, namely 50% of the capital on the date of the extraordinary general meeting of 25.08.2020, rounded down, if applicable, for capital increases by means of cash contributions with the possibility for the Company's shareholders to exercise a preemptive right or priority allocation right;
  • 2°) 290,000,000 EUR, namely 20% of the capital on the date of the extraordinary general meeting of 25.08.2020, rounded down, if applicable, for capital increases in the context of the distribution of an optional dividend;
  • 3°) 45,000,000 EUR, namely 10% of the capital on the date of the extraordinary general meeting of 25.08.2020, rounded down, if applicable for
    • a. capital increases by means of contributions in kind,
    • b. capital increases by means of cash contributions without the possibility for the Company's shareholders to exercise a preemptive right or priority allocation right, or
    • c. any other type of capital increase,

it being specified (i) that the capital, pursuant to the exercise of the authorized capital, may never be increased by an amount in excess of 1,160,000,000.00 EUR, namely the cumulated amount of the authorisations referred to in points 1°, 2° and 3° and (ii) that any capital increase must take place in accordance with the RREC regulations.

This proposed authorisation will be granted for a renewable period of five years as from the publication date of the minutes of the general meeting of 25.08.2020 in the appendices of the Belgian Official Gazette (Moniteur belge/Belgisch Staatblad).

Upon any capital increase, the board of directors shall determine the price, the issue premium, if any, and the conditions for issuance of the new securities.

Capital increases thus determined by the board of directors may be subscribed in cash, in kind or by a combination of both or effected through the incorporation of reserves, including profits carried forward and issue premiums, as well as all components of equity reflected in the Company's IFRS financial statements (drawn up pursuant to the applicable RREC regulations) capable of being converted into capital, with or without the creation of new securities. Such capital increases may also be realised through the issuance of convertible bonds, subscription rights or any other securities representing the capital or giving access to it.

When capital increases decided on pursuant to this authorisation include an issue premium, the amount thereof shall be credited to one or more distinct accounts in the equity section on the liability side of the balance sheet. The board of directors is free to decide to place any issue premium, possibly after deduction of an amount capped at the costs of the capital increase determined in accordance with the applicable IFRS rules, in a non-distributable account, which shall constitute, like the capital, a guarantee for third parties and which may only be reduced or abolished pursuant to a decision of the general meeting taken in accordance with the conditions required to amend the articles, except in the case of conversion into capital.

In the event of a capital increase accompanied by an issue premium, only the amount credited to capital shall be deducted from the remaining useable balance of authorised capital.

The board of directors is authorised to restrict or cancel the preemptive right of shareholders, even in favour of one or more specified persons other than employees of the Company or of one of its subsidiaries, to the conditions applicable under the RREC regulations. If and insofar as a priority allocation right must be granted to the existing shareholders upon allocation of the new securities, it complies with the conditions provided for by the RREC regulations and Article 6.4 of the articles of association. In any case, it should not be granted in the case of cash contributions made in accordance with Article 6.4 of the articles.

Capital increases by way of a contribution in kind shall be carried out in accordance with the requirements of the RREC regulations and the conditions set out in Article 6.4 of the articles. Such contributions may also concern dividend entitlements in the context of the distribution of an optional dividend.

The board of directors is authorised to have set down in a notarised document the resulting amendments to the articles.

6.3 Acquisition, pledge and disposal of treasury shares

The Company may acquire, pledge and dispose of its treasury shares at the conditions provided for by law.

For a period of five years from publication in the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of the decision of the extraordinary general meeting of 15 January 2020, the board of directors may acquire, pledge and dispose of (including overthe-counter) the Company's treasury shares on behalf of the Company at a unit price which may not be less than eighty-five percent (85%)of the closing market price on the day preceding the date of the transaction (for an acquisition or pledge) and which may not be greater than one hundred fifteen percent (115%) of the closing market price on the day preceding the date of the translation (for an acquisition or pledge), it being noted that the Company may at no time hold more than ten percent (10%) of its total outstanding shares.

The board of directors is also expressly authorised to dispose of the Company's treasury shares to one or more specified persons other than employees of the Company or of its subsidiaries, in accordance with the provisions of the Code of Companies and Associations.

The above-mentioned authorisations extend to acquisitions and disposals of the Company's shares by one or more direct subsidiaries of the latter, within the meaning of the statutory provisions on the acquisition of shares of a parent company by its subsidiaries.

6.4 Capital increases

Any capital increase shall be carried out in accordance with the provisions of the Code of Companies and Associations and the RREC regulations.

The Company may not subscribe directly or indirectly to its own capital increase.

For any capital increase, the board of directors shall determine the price, the issue premium, if any and the conditions for issuance of the new securities, unless the general meeting takes a decision on these points.

If the general meeting decides to request the payment of an issue premium, the amount thereof must be credited to one or more distinct accounts in the equity section of the balance sheet.

Contributions in kind may also relate to a dividend entitlement in the context of the distribution of an optional dividend, with or without a complementary cash injection.

In the event of a capital increase by way of a cash contribution pursuant to a decision of the general meeting or within the limits of the authorised capital, the pre-emptive right of shareholders may only be restricted or abolished provided, insofar as required by the RREC regulations, a priority allocation right is granted to the existing shareholders upon allocation of the new securities. If applicable, this priority allocation right shall meet the following conditions pursuant to the RREC regulations:

    1. it extends to all newly issued securities;
    1. it is granted to shareholders in proportion to the capital represented by their shares at the time of the transaction;
    1. a maximum price per share is announced no later than the day before the opening of the public subscription period, which must last for at least three trading days.

The priority allocation right is applicable to the issuance of shares, convertible bonds and subscription rights that are exercisable through cash contributions.

In accordance with the RREC regulations, such a right should not be granted in the event of a capital increase through a cash contribution carried out at the following conditions:

    1. the capital increase is effected by means of the authorised capital;
    1. the total value of the capital increases carried out over a period of twelve (12) months, in accordance with this paragraph, does not exceed 10% of the amount of capital as it stood at the time of the decision to increase the capital.

Nor should it be granted in the event of a cash contribution with restriction or cancellation of the pre-emptive right of shareholders, complementary to a contribution in kind in the context of the distribution of an optional dividend, provided grant of the latter is effectively open to all shareholders.

Capital increases by means of a contribution in kind are subject to the rules set out in the Code of Companies and Associations.

Moreover, the following conditions must be respected in the event of a contribution in kind, pursuant to the RREC regulations:

    1. the identity of the contributor must be mentioned in the report prepared by the board of directors on the capital increase through a contribution in kind as well as, if applicable, in the notice calling the general meeting to vote on the capital increase;
    1. the issue price may not be less than the lower of (a) a net asset value per share determined within the four-month period prior to the date of the contribution agreement or, at the Company's choosing, prior to the date of the document formalising the capital increase and (b) the average closing price for the period of thirty calendar days preceding this same date.

In this regard, it is permitted to deduct from the amount referred to in point 2(b) an amount corresponding to the gross undistributed dividends of which the new shares could be deprived, provided the board of directors specifically justifies the value of the accrued dividends to be deducted in a special report and sets out the financial conditions of the transaction in the annual financial report;

    1. unless the issue price or, in the case mentioned in article 6.6, the exchange ratio, as well as the conditions thereof, are determined and communicated to the public no later than the working day following conclusion of the contribution agreement, mentioning the period within which the capital increase will effectively be carried out, the document formalising the capital increase shall be executed within a maximum period of four months; and
    1. the report mentioned at point 1° above must also explain the impact of the proposed contribution on the situation of former shareholders, in particular with regard to their share of the profits, the net asset value per share and the capital as well as in terms of voting rights.

In accordance with the RREC regulations, these supplementary conditions are not, in any case, applicable to the contribution of a dividend entitlement in the context of the distribution of an optional dividend, provided the grant thereof is effectively open to all shareholders.

6.5 Capital reduction

The Company can carry out capital reductions in accordance with the applicable legal provisions.

6.6 Mergers, divisions and similar operations

In accordance with the RREC regulations, the additional conditions referred to in article 6.4 in the event of a contribution in kind are applicable mutatis mutandis to mergers, divisions and similar transactions referred to in the RREC regulations.

In the latter case, 'date of the contribution agreement' is understood to mean the filing date of the proposed merger or division agreement.

ARTICLE 7 - TYPES OF SHARES

The shares have no nominal (i.e. par) value.

The shares shall be in registered or dematerialized form, at the choosing of their owner or holder (hereinafter, the 'Holder') and within the limits set by law. The Holder may, at any time and at no expense, request the conversion of registered shares into dematerialized form and vice versa. A dematerialized share is represented by an entry in the Holder's name in an account with an accredited account holder or clearing institution.

The Company shall keep at its registered office a register of all registered shares, if applicable in electronic form. The Holders of registered shares are entitled to access the register in full.

ARTICLE 8 – OTHER SECURITIES

The Company is authorised to issue all securities not prohibited by or pursuant to the law, with the exception of profit (founder's) shares and similar securities and subject to compliance with the specific requirements of the RREC regulations and the articles of association. These securities may be in registered form or dematerialised.

ARTICLE 9 – ADMISSION TO TRADING AND DISCLOSURE OF SUBSTANTIAL SHAREHOLDINGS

The Company's shares must be admitted to trading on a regulated Belgian market in accordance with the RREC regulations.

For purposes of the statutory rules on the disclosure of substantial shareholdings in issuers whose shares are admitted to trading on a regulated market, the thresholds whose crossing gives rise to a notification obligation are fixed at five percent (5%) and multiples of five percent (5%) of the total number of outstanding voting rights.

Apart from the exceptions provided for by law, no one may cast at a general meeting of the Company more votes than those attached to the securities the person declared to hold, pursuant to and in accordance with the law, at least twenty (20) days prior to the date of the general meeting. The voting rights attached to undeclared securities shall be suspended.

Part III - Management and supervision

ARTICLE 10 - COMPOSITION OF THE BOARD OF DIRECTORS

The Company is managed by a board of directors composed of at least five members, appointed by the general meeting of shareholders for a term of four years in principle.

The general meeting may remove a director from office at any time, with immediate effect and without cause.

The directors may be re-elected.

The board of directors shall include at least three independent directors in accordance with the applicable statutory provisions.

Unless the general meeting's appointment decision provides otherwise, the term of office of out-going directors, who have not been re-elected, ends immediately following the general meeting at which directors were re-elected.

In the event of one or more vacancies, the remaining directors, at a meeting of the board, shall be empowered to provisionally fill the vacancies, until the next general meeting. The first general meeting that follows shall decide whether to confirm the appointment of the co-opted director(s). The directors' remuneration, if any, may not be determined based on the operations and transactions carried out by the Company or its group companies.

The directors must be natural persons and meet the requirements of good repute and expertise provided for in the RREC regulations. They may not fall under the any of the prohibitions referred to in the RREC regulations.

The appointment of directors is subject to the prior approval of the Financial Services and Markets Authority (FSMA).

The board of directors may appoint one or more observers who may attend all or some board meetings, in accordance with the conditions determined by the board.

ARTICLE 11 - CHAIRPERSON – DECISION-MAKING

The board of directors meets when called at the place designated in the convocation notice, as often as the Company's interests so require. A meeting must be called when so requested by two directors.

The board of directors shall choose a chairperson and vice chairperson from amongst its members. Meetings are presided over by the chairperson or, in the chairperson's absence, the vice chairperson or, if they are both absent, the most senior director present and, in the event of equal seniority, the eldest director.

The board's decisions are valid only if a majority of its members are present or represented.

Notices of meetings are sent by e-mail or, if no e-mail address has been provided to the Company, by regular mail or any other means of communication, in accordance with the applicable statutory provisions.

A director who cannot be present may, by letter, e-mail or any other means of communication, designate another member of the board to represent him/ her at a board meeting and vote on his/her behalf; the director will, in this case, be considered present. However, no member of the board may represent more than one other director in this way.

Decisions are adopted by a majority of the votes cast; in the event of a tie, the chairperson shall cast the deciding vote.

The board of directors' decisions are set down in minutes recorded or bound in a special register, kept at the Company's registered office and signed by the chairperson of the board or, in the chairperson's absence, by two directors who wish to do so. Powers of attorney shall be appended thereto.

Copies of or extracts from the minutes for use by third parties shall be signed by the chairperson of the board or several directors with the power to represent the Company.

The board of directors may take decisions unanimously in writing.

ARTICLE 12 - POWERS OF THE BOARD OF DIRECTORS

  • 12.1 The board of directors is invested with the most extensive powers to perform all acts necessary or useful to achieve the Company's purpose, with the exception of those reserved by law or the articles to the general meeting. The board of directors draws up bi-annual reports as well as an annual report. The board of directors shall appoint one or more independent real estate valuers in accordance with the RREC regulations and propose, where appropriate, any modifications to the list of experts set out in the dossier attached to the Company's application for approval as an RREC.
  • 12.2 The board of directors may delegate the Company's daily management and its representation in this context to one or more persons, acting jointly, who may, but need not, be directors. The person(s) entrusted with daily management shall fulfil the requirements of good repute, expertise and experience laid down in the RREC regulations and must not fall under any of the prohibitions referred to in the RREC regulations.
  • 12.3 The board of directors can delegate to a representative of its choosing special limited powers to perform certain acts or a series of acts, within the limits of the applicable statutory provisions. The board of directors can fix the remuneration of any representative on whom special powers are conferred, in accordance with the RREC regulations.

ARTICLE 13 – EXECUTIVE COMMITTEE

The board of directors may create an executive committee to which it delegates special powers to conduct certain acts or a series of acts, with the exception of those powers reserved to it by the Code of Companies and Associations and the RREC regulations.

The duties, powers and composition of the executive committee shall be determined by the board of directors.

The board of directors may delegate daily management of the Company as well as its representation in this context to one or more members of the executive committee.

The members of the committee must fulfil the requirements of good repute and expertise laid down in the RREC regulations and must not fall under any of the prohibitions referred to in the RREC regulations.

Within the limits of the powers which the board of directors delegates to the executive committee, the board of directors authorises the executive committee to sub-delegate its powers to one or more representatives of the Company.

ARTICLE 14 – EFFECTIVE MANAGEMENT

Without prejudice to the transitional arrangements, effective management of the Company is entrusted to at least two natural persons, appointed by the board of directors.

The persons responsible for effective management shall fulfil the requirements of good repute and expertise laid down in the RREC regulations and must not fall under any of the prohibitions referred to in the RREC regulations.

The appointment of the effective managers is subject to the prior approval of the FSMA.

ARTICLE 15 – ADVISORY AND SPECIAL COMMITTEES

The board of directors shall establish, from amongst its members, an audit committee as well as an appointments, remuneration and governance committee, whose tasks, powers and composition shall be determined by the board of directors.

The board of directors may also establish, under its responsibility, one or more other committees, whose composition and tasks it shall determine.

ARTICLE 16 – TERMS OF REFERENCE

The board of directors may draw up terms of reference.

ARTICLE 17 - REPRESENTATION OF THE COMPANY AND THE SIGNING OF DOCUMENTS

Except when specifically authorised by the board of directors, the Company is validly represented in all acts, including those involving a public or ministerial official as well as before a court, as claimant or defendant, by two directors acting jointly or, within the limits of the powers conferred on the executive committee, by two members of this committee, acting jointly or, within the limits of daily management, by two persons entrusted with such management, acting jointly.

The Company is moreover validly represented by the holders of special powers of attorney within the limits of the remit granted to them for this purpose by the board of directors or the executive committee or, within the limits of daily management, by two persons entrusted with such management, acting jointly.

ARTICLE 18 – AUDIT

The Company shall appoint one or more auditors, which shall perform the tasks incumbent on them pursuant to the Code of Companies and Associations and the RREC regulations.

The auditor(s) must be recognised by the FSMA.

Part IV - General meetings

ARTICLE 19 - MEETING

352

The annual general meeting shall be held on the second Wednesday in the month of May at three-thirty in the afternoon in the Brussels-Capital Region.

Should this day be a public holiday, the meeting shall take place on the next working day at the same time, not including Saturday or Sunday.

Ordinary or extraordinary general meetings shall be held at the place indicated in the notice calling the meeting.

The threshold above which one or more shareholders may, in accordance with the Code of Companies and Associations, request that a general meeting be held in order to submit one or more proposals is fixed at ten percent (10%) of the capital. Notices shall be sent within the time limits and in accordance with the provisions of the Code of Companies and Associations.

One or more shareholder(s) holding at least 3% of the Company's capital may, in accordance with the provisions of the Code of Companies and Associations, request the inclusion of items on the agenda of any general meeting and submit proposals for resolutions on the items included or to be included on the agenda.

ARTICLE 20 - ADMISSION TO THE GENERAL MEETING

The right to participate in a general meeting and to exercise voting rights is subject to recordation of the shares in the shareholder's name at midnight (Belgian time) on the fourteenth day preceding the general meeting (hereinafter the record date), either by way of an entry in the Company's shareholders' register or an entry in the accounts of an accredited account holder or clearing institution, without regard to the number of shares held by the shareholder on the day of the general meeting.

The holders of dematerialised shares who wish to take part in a general meeting must produce an attestation from an accredited account holder or clearing institution certifying the number of dematerialized shares recorded in the shareholder's name in its accounts on the record date. They must provide the Company, or the person it has designated to this end, with this attestation and indicate their intention to participate in the general meeting, if applicable by sending a proxy, no later than the sixth day preceding the date of the general meeting, using the Company's email address or the specific e-mail address indicated in the notice of the general meeting.

The holders of registered shares that wish to attend the meeting must inform the Company, or any person it has designated to this end, of their intention to participate no later than the sixth day preceding the date of the general meeting, using the Company's email address or the e-mail address specifically indicated in the notice and, if applicable, by sending a proxy, or by any other means of communication indicated in the notice.

ARTICLE 21 – PROXY VOTING

All shareholders entitled to attend a general meeting may arrange to be represented by a proxy holder, who need not be a shareholder.

A shareholder may only designate, for a given general meeting, one proxy holder, unless provided otherwise by the Code of Companies and Associations.

The proxy must be signed by the shareholder and be sent to the Company's e-mail address or the e-mail address specifically indicated in the notice of the meeting, at the latest six days before the meeting.

The board of directors may establish a proxy form.

If several persons have rights in the same share, the Company may suspend exercise of the voting right until a single person is designated as the holder of the share in its regard.

ARTICLE 22 - COMMITTEE

General meetings shall be presided over by the chairperson of the board of directors or, in his or her absence, by the managing director or, in the latter's absence, by the person appointed by the directors present.

The chairperson shall appoint the secretary.

The meeting shall choose two scrutineers.

The directors present complete the presiding committee.

ARTICLE 23 - NUMBER OF VOTES

Each share carries one vote, without prejudice to the cases in which the voting rights are suspended pursuant to the Code of Companies and Associations or any other applicable legislation.

ARTICLE 24 - DECISION-MAKING

The general meeting may validly take decisions and vote without regard to the percentage of the capital present or represented, except in those cases where the Code of Companies and Associations imposes a quorum.

The general meeting may only take valid decisions on amendments to the articles of association if half the capital is present or represented. If this condition is not met, a second meeting will need to be convened and decisions taken at the second meeting will be valid, regardless of the percentage of capital present or represented.

The general meeting cannot vote on items that do not appear on the agenda.

Unless provided otherwise by law, decisions are approved by the general meeting, regardless of the number of shares represented at the meeting, by a simple majority of votes cast. Blank or irregular ballots are not counted.

The articles of association may only be amended by a majority of at least three quarters of the votes cast or, for amendments to the purpose or an object of the Company, four fifths of the votes cast, excluding abstentions.

Voting shall be by show of hands or roll call unless the general meeting decides otherwise by a simple majority of votes cast. Any proposed amendment to the articles of association shall first be submitted to the FSMA.

An attendance list indicating the names of the shareholders and the number of shares held by each shall be signed by each shareholder or the shareholder's representative before entering the meeting.

ARTICLE 25 – DISTANCE VOTING

Upon authorisation by the board of directors in the notice calling the meeting, shareholders shall be authorised to vote remotely or via the Company's website, using a form prepared and provided by the Company. This form must indicate the date and place of the meeting, the shareholder's name or company name, domicile or registered office, the number of votes which the shareholder wishes to cast at the meeting, the type of shares held and the items on the agenda for the meeting (including proposed resolutions) and include a space allowing the shareholder to vote for or against each resolution or to abstain as well as the deadline by which the voting form must reach the Company. It shall expressly stipulate that the form must be signed and reach the Company no later than the sixth day prior to the meeting.

In accordance with article 7:137 of the Code of Companies and Associations, the board of directors may provide that each shareholder and any other securities holder referred to in article 7:137 of the Code of Companies and Associations may also participate remotely in the general meeting through an electronic means of communication made available to him/her by the Company.

Shareholders who participate in the general meeting through such a mean are deemed to be present at the place where the meeting is held in order to comply with the quorum and majority requirements.

The electronic means of communication referred to above must enable the Company to verify the status and identity of the shareholder, in accordance with the procedures laid down by the board of directors. The board of directors may set any additional conditions to ensure the security of the electronic means of communication. The electronic means of communication must at least enable the securities holders referred to in the first paragraph to have direct, simultaneous and continuous access to the discussions at the meeting and, as far as the shareholders are concerned, to exercise their voting right on all matters on which the meeting is called to decide. The board of directors may provide that the electronic means of communication also allow to take part in the deliberations and to ask questions.

If the board of directors makes use of the option to participate remotely in the general meeting via an electronic means of communication, the notice calling the general meeting will mention the applicable procedures and terms and conditions.

ARTICLE 26 - MINUTES

The minutes of the general meeting shall be signed by the members of the presiding committee and by those shareholders who wish to do so.

Copies of or extracts from the minutes for use by third parties shall be signed by one or more directors having the power to represent the company.

ARTICLE 27 - GENERAL MEETINGS OF BONDHOLDERS

The provisions contained in this article apply to bonds only to the extent the issue conditions do not provide otherwise.

The board of directors and the auditor(s) of the Company can call the bondholders to a general meeting of bondholders. They must call a general meeting when requested to do so by bondholders representing one-fifth of the total outstanding bonds. The notice of the meeting must include the agenda and be sent in accordance with the Code of Companies and Associations. To be admitted to the general meeting of bondholders, the holders of bonds must comply with the formalities provided for by the Code of Companies and Associations as well as any applicable formalities laid down in the issue conditions or in the notice calling the meeting.

Part V – Accounts - Distribution

ARTICLE 28 - ACCOUNTS

The financial year starts on the first of January and closes on the thirty-first of December of each year. At the end of each financial year, the books of account and accounting documents are approved and the board of directors prepares a statement of assets and liabilities and the annual accounts.

The board of directors then draws up a report, called the 'management report', in which it renders an account of its management. For purposes of the annual general meeting, the statutory auditor draws up a detailed report, called the 'audit report'.

ARTICLE 29 - DISTRIBUTION

The Company is obliged to distribute to its shareholders, within the limits permitted by the Code of Companies and Associations and the RREC regulations, a dividend, the minimum amount of which is set by the RREC regulations.

By decision of the extraordinary general meeting held on 15 January 2020, the board of directors was authorised to decide to distribute to the employees of the Company and its subsidiaries a share of the profits, up to a maximum amount of one percent (1%) of the profits for the financial year, for a new period of five years, with the first distributable profits relating to financial year 2019.

The authorisation proposed in the preceding paragraph is conferred for a five-year period as from 15 January 2020.

ARTICLE 30 - INTERIM DIVIDENDS

The board of directors can, at its own responsibility, declare the payment of interim dividends, in the cases and within the time limits provided by law.

ARTICLE 31 – PROVISION OF ANNUAL AND BIANNUAL REPORTS

The Company's annual and biannual reports, which contain the annual and half-year financial statements and consolidated financial statements, shall be made available to shareholders in accordance with the provisions applicable to the issuers of financial instruments admitted to trading on a regulated market and the RREC regulations.

The Company's annual and biannual reports shall be made available on the Company's website.

Shareholders may obtain a copy of the annual and biannual reports at the Company's registered office free of charge.

Part VI – Winding-up - Liquidation

ARTICLE 32 - LOSS OF CAPITAL

In the event of loss of half or three quarters of the capital, the directors must submit to the general meeting the question of the Company's winding-up, in accordance with the conditions of the Code of Companies and Associations.

ARTICLE 33 - APPOINTMENT AND POWERS OF LIQUIDATORS

If the Company is wound up, for any reason and at any time whatsoever, liquidation shall be carried out by a liquidator or liquidators appointed by the general meeting.

If it appears from the report summarising the Company's assets and liabilities prepared in accordance with the Code of Companies and Associations that all creditors cannot be satisfied in full, the appointment of the liquidator(s) in the articles or by the general meeting must be submitted to the president of the business court, unless it appears from this summary that the Company only has debts to its shareholders and all shareholders who are creditors of the Company confirm in writing their agreement with the appointment.

In the absence of the appointment of a liquidator or liquidators, the members of the board of directors shall be considered, by operation of law, as liquidators with regard to third parties, without however possessing the powers which the law and the articles grant to the liquidator appointed in the articles, by law or by the court, with respect to liquidation transactions.

The general meeting shall determine the liquidators' fees, where appropriate.

The Company's liquidation shall be concluded in accordance with the provisions of the Code of Companies and Associations.

ARTICLE 34 – ALLOCATION OF LIQUIDATION PROCEEDS

No distribution may be made to shareholders before the meeting at which the liquidation is closed.

Except in the case of a merger, the net assets of the Company, after the settlement of all liabilities or consignment of the amounts necessary to this end, shall be allocated first to reimbursement of the paid-in capital, with any possible remainder allocated equally amongst the shareholders of the Company, in proportion to their shareholdings.

Part VII - General provisions

ARTICLE 35 - ELECTION OF DOMICILE

For purposes of executing these articles, any shareholder domiciled abroad, any director, auditor, day-to-day manager or liquidator is obliged to elect domicile in Belgium. Otherwise, this person shall be deemed to have elected domicile at the Company's registered office, where all communications, subpoenas, summonses and notifications may be validly sent.

The owners of registered shares must notify the Company of any change of domicile; otherwise, all communications, notices of meetings and notifications shall be deemed validly delivered if sent to their last known address.

ARTICLE 36 - JURISDICTION

For any disputes between the Company, its shareholders, bondholders, directors, day-to-day managers, auditors and liquidators regarding the Company's affairs and the execution of these articles, the French-language business courts shall have exclusive jurisdiction, unless the Company expressly waives this provision.

ARTICLE 37 - COMMON LAW

Any provisions of these articles of association that are contrary to mandatory provisions of the RREC regulations or any other applicable legislation shall be considered null and void. The invalidity of an article or part of an article in these articles of association shall have no effect on the validity of the remaining provisions (or parts thereof).

Nursing and care home Zonnewende – Aartselaar (BE)

Glossary

ADJUSTED VELOCITY

Velocity multiplied by the free float percentage.

ASSISTED-LIVING UNITS

Small apartments providing accommodation for (semi)-autonomous elderly people combined with domestic and meal services.

B-REIF (BELGIAN REAL ESTATE INVESTMENT FUND - FONDS D'INVESTISSEMENT IMMOBILIER SPÉCIALISÉ 'FIIS'/GESPECIALISEERD VASTGOEDBELEGGINGSFONDS 'GVBF')

Belgian fiscal status of institutional alternative collective investment institutions with a fixed number of units whose exclusive purpose is collective real estate investment.

BREEAM (BUILDING RESEARCH ESTABLISHMENT ENVIRONMENTAL ASSESSMENT METHOD)

Method of assessing the building's environmental performance and sustainability (www.breeam.org).

CALL OPTION

The right to purchase a specific financial instrument at a pre-set price and during a specific period.

CDP (CARBON DISCLOSURE PROJECT)

CDP is a not-for-profit institution that runs the global disclosure system for investors, companies, cities, states and regions in order to manage their environmental impacts.

CONTRACTUAL RENTS

Rents as defined contractually in leases at the closing date, before deduction of rent-free periods or other incentives granted to the tenants.

CSR (CORPORATE SOCIAL RESPONSABILITY)

Corporate social responsibility is defined by the European Commission as the voluntary integration by companies of social and environmental concerns into their business activities and their relations with stakeholders.

DACH UND FACH

German term for leases stipulating that the maintenance costs of the building's roof and structure, and sometimes of technical equipment, are borne by the owner.

DEBT-TO-ASSETS RATIO

Legal ratio calculated according to RREC legislation as financial and other debts divided by total assets.

DIVIDEND YIELD

Gross dividend divided by the average share price during the year.

DOUBLE NET

So-called 'double net' rental contracts (leases) or yields imply that maintenance costs are, to a greater or lesser extent, borne by the owner (lessor). These costs include expenses for the maintenance of roofs, walls, façades, technical and electrical installations, surroundings, the water supply and drainage systems. Specific provisions of the lease may state that part or all of these maintenance costs can be charged to the lessee.

DUE DILIGENCE

Procedure intended to establish a complete and certified inventory of a company, asset, or real estate portfolio (accounting, economic, legal and tax aspects) before a financing or acquisition transaction.

EPRA (EUROPEAN PUBLIC REAL ESTATE ASSOCIATION)

An association of European real estate companies listed on the stock market whose purpose is to promote the industry (www.epra.com).

EPRA EUROPE

European FTSE EPRA/NAREIT Global Real Estate Index created by EPRA composed of representative stocks of the European listed real estate segment.

ESG (ENVIRONNEMENT, SOCIAL AND GOVERNANCE)

Stakes reflecting an organisation's economic, environmental, and social impacts.

EX-DATE

Date from which stock exchange trading takes place without the entitlement to the forthcoming dividend-payment (due to the 'detachment of the coupon', which formerly represented the dividend), i.e. three working days after the ordinary general meeting.

FAIR VALUE

Investment properties' disposal value according to IAS/IFRS accounting principles, i.e. after deduction of transaction costs, as determined by independent real estate valuers. The transaction costs are fixed by independent real estate valuers at a 2.5% flat rate for properties located in Belgium. However, the costs to deduct for properties with a less than 2.5 million EUR overall value, are registration rights (10% or 12.5%) applicable according to the property's location. The transaction costs for assets located in France, the Netherlands, Germany, and Spain vary from 2% to 7%.

FBI (FISCALE BELEGGINGSINSTELLING)

Dutch fiscal status, comparable to the RREC status.

FINANCIAL RATING

Rating awarded by specialised agencies' (Standard & Poor's in Cofinimmo's case) providing a company's short-term and longterm financial soundness estimate. These ratings influence the rate at which a company can raise financing.

FREE FLOAT

Percentage of shares held by the public. According to the Euronext and EPRA definitions, this includes all shareholders who individually own less than 5% of the total number of shares.

FSMA (FINANCIAL SERVICES AND MARKETS AUTHORITY - AUTORITÉ DES SERVICES ET MARCHÉS FINANCIERS)

The independant regulatory authority governing financial markets in Belgium.

GHG EMISSIONS (GREENHOUSE GAS)

Quantity of greenhouse gases emitted into the atmosphere as a result of an organisation's activities.

GPR250 (GLOBAL PROPERTY RESEARCH 250)

Stock exchange index of the 250 largest listed real estate companies worldwide.

GREEN AND SOCIAL BONDS

Green and social bonds whose income is intended to (re)finance projects with a positive contribution to sustainable, environmental, or societal development. In December 2016, Cofinimmo became the first European real estate company to issue green and social bonds.

GRI STANDARDS (GLOBAL REPORTING INITIATIVE)

Sustainability reporting standards for use by organisations to report on their economic, environmental and/or social impacts. This standard is published by the Global Sustainability Standards Board (GSSB).

GROSS RENTAL YIELD

The ratio between the rent of an acquired asset and its acquisition value, transaction fees not deducted.

IAS/IFRS (INTERNATIONAL ACCOUNTING STANDARDS/ INTERNATIONAL FINANCIAL REPORTING STANDARDS)

International accounting standards of the International Accounting Standards Board (IASB) in order to prepare the financial statements.

INVESTMENT VALUE

The portfolio's value as established by real estate valuers, without deduction of transaction costs.

IRS (INTEREST RATE SWAP)

An interest rate exchange contract (usually fixed against floating or vice-versa) between two parties to exchange financial flows calculated on a fixed notional amount, frequency, and maturity.

LEASEHOLD RIGHT

A temporary real right which consists in having full use of a property belonging to another party, in return for an annual acknowledgment fee to the lessor in recognition of his/her right of ownership ('canon/pacht'). In Belgium, a leasehold has a minimum term of 27 years and a maximum term of 99 years.

MARKET CAPITALISATION

Stock market price at close multiplied by the total number of outstanding shares on that date.

MCB (MANDATORY CONVERTIBLE BONDS)

Debt instrument which enables the debtor to reimburse his loans in shares on the due date. Holders of MCB are called 'MCB holders'.

MEDICAL OFFICE BUILDING

Building where a number of different healthcare professionals (physicians, psychologists, dentists, physiotherapists, pharmacists, etc.) receive their patients/customers.

NET RESULT

Net result from core activities plus (+) result on financial instruments plus (+) result on the portfolio.

NET RESULT FROM CORE ACTIVITIES

Operating result before the result on the portfolio, plus (+) the financial result (financial income - financial charges), minus (-) income taxes.

OCCUPANCY RATE

Is calculated by dividing the (indexed, excluding assets held for sale) contractual rents of the current leases by the sum of these contractual rents and the vacant spaces' Estimated Rental Value, the latter being calculated on the basis of the current rents' level on the market.

OPERATING MARGIN

Operating result before the result on the portfolio divided by the property result.

PAY-OUT RATIO

Percentage of the net result from core activities distributed by way of a dividend.

PEB (ENERGY PERFORMANCE OF A BUILDING)

This index, originating in the 2002/91/EC European Directive, expresses the amount of energy needed for the various requirements related to normal building use. It results from a calculation of various factors that influence energy demand (insulation, ventilation, solar and internal contributions, heating, etc.).

PPP (PUBLIC-PRIVATE PARTNERSHIP)

Partnership between the public and private sectors on projects with a public destination: urban renewal, infrastructure works, public buildings, etc.

RECORD DATE

Date on which positions are closed to identify the dividend-entitled shareholders, i.e. two working days after the ex-date.

REIT (REAL ESTATE INVESTMENT TRUST)

A listed real estate investment trust in the United States.

RREC (REGULATED REAL ESTATE COMPANY)

Status created in 2014 with the same objectives as the Real Estate Investment Trusts (REIT) in different countries: REIT (USA), SIIC (France) and FBI (Pays-Bas). RRECs are supervised by the Financial Services and Markets Authority (FSMA) and subject to specific regulations.

RESULT ON FINANCIAL INSTRUMENTS

Change in fair value of the financial instruments, plus (+) the restructuring costs of the financial instruments.

RESULT ON THE PORTFOLIO

Realised and unrealised gains and losses compared with the valuation of the real estate valuer, plus (+) the exit tax due following the entry of any asset into the RREC, SIIC or FBI regimes.

REVALUED NET ASSETS

Net asset value. At market value estimated equity resulting from the difference between the company's assets and liabilities (both being shown directly, for the most part at market value, in Cofinimmo's balance sheet). This value is calculated based on the building valuation provided by independent real estate valuers.

ROYAL DECREE OF 14.11.2007

Royal decree relating to the obligations of financial instruments' issuers admitted for trading on a regulated market.

ROYAL DECREE OF 13.07.2014

Royal decree relating to regulated real estate companies (RREC).

SDG (SUSTAINABLE DEVELOPMENT GOALS)

17 goals to transform our world by 2030 in order to promote prosperity while protecting the planet. (Source: https://www.un.org/ sustainabledevelopment/).

SICAFI (SOCIÉTÉ D'INVESTISSEMENT À CAPITAL FIXE IMMOBILIER)

Status created in 1995 to promote collective investment in real estate. SICAFIs are supervised by the Financial Services and Markets Authority (FSMA) and subject to specific regulations.

SIIC (SOCIÉTÉ D'INVESTISSEMENT IMMOBILIER COTÉE – FRENCH REIT REGIME)

French tax status, comparable to the RREC status.

SSR (CLINIQUE DE SOINS DE SUITE ET DE RÉADAPTATION)

Clinic providing rehabilitation care following a hospital stay for a medical condition or surgery.

TAKE-UP

Occupancy of rental spaces.

TCFD (TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES)

Task force created by the Financial Stability Board (FSB) to develop recommendations aiming at facilitating external communication associated with climate change with a focus on the financial impact.

TRIPLE NET

So-called 'triple net' lease contracts or yields imply that insurance costs, taxes and maintenance expenses are borne by the tenant (lessee). It mainly concerns the leases for nursing and care homes in Belgium.

VELOCITY

Parameter indicating a share's circulation speed. It is obtained by dividing the total volume of shares traded during the financial year by the total number of shares outstanding during that period.

WITHHOLDING TAX

Tax withheld by a bank or by another financial intermediary on a dividend payment.

ZBC (ZELFSTANDIGBEHANDELCENTRUM)

Independent private clinic in the Netherlands.

COFINIMMO

Boulevard de la Woluwe/Woluwedal, 58 B – 1200 Bruxelles Tel. +32 2 373 00 00 Fax +32 2 373 00 10 R.L.P. of Brussels VAT: BE 0426 184 049 www.cofinimmo.com

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Design and realisation

www.chriscom.eu Team External communication & investor relations Team Control Team ESG

Pictures

Buildings: David Plas , Atelier Jahr, Yvan Glavie, Oilinwater Design Studio, Adriaan van Dam Fotografie, RAU Architecten, Georges de Kinder

Portraits: David Plas

2020 UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report