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Cofinimmo — Annual Report 2021
Apr 8, 2022
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Download source fileUNIVERSAL REGISTRATION DOCUMENT 2021
including the annual financial report and the ESG report
CARING WORKING LIVING
2021 UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report
- Risk Factors 2
- Preliminary remarks 8
- Message to the shareholders 11
- Management report 22
- Key figures as at 31.12.2021 22
- Transactions and achievements in 2021 24
- Mission 26
- Strategy 27
- Healthcare real estate 32
- Cofinimmo’s healthcare real estate in Europe 40
- Belgium 42
- France 44
- The Netherlands 46
- Germany 48
- Spain 50
- Finland 52
- Ireland 53
- Italy 54
- United Kingdom 55
- Property of distribution networks 56
- Public-private partnerships 60
- Offices 62
- Composition of the consolidated portfolio 70
- Financial resources MANAGEMENT 79
- Summary of the consolidated accounts 85
- Appropriation of statutory profits 92
- Events after 31.12.2021 94
- 2022 outlook 98
- Statutory auditor’s report on the forecasts 102
- ESG report 104
- Message to stakeholders 105
- Major trends and their impacts on the ESG strategy 106
- Value chain 112
- Dialogue with stakeholders 116
- Environment 120
- Social 126
- Governance 136
- Property report 146
- Consolidated real estate portfolio 146
- Market commentary 158
- Independent real estate valuer’s report 166
- Cofinimmo on the stock market 170
- Data according to the EPRA principle 176
- Corporate governance statement 188
- Decision-making bodies 194
- Rules and procedures 204
- Information required under Article 34 of the Royal decree of 14.11.2007 207
- Remuneration report 209
- Other parties involved 220
- Annual accounts 223
- Consolidated accounts 224
- Notes to the consolidated accounts 230
- Statutory Auditor’s report on the consolidated financial statements 300
- Financial statutory statements 304
- Statutory auditor’s report on the financial statutory statements 312
- Appendices to the ESG report 316
- EPRA performance indicators 317
- Dashboard 337
- Link between topics of cofinimmo and SDGs 342
- GRI content index 344
- Auditor’s report 348
- Cross-reference tables 350
- Cross-reference table for the universal registration document 350
- Cross-reference table for the annual financial report 356
- Standing document 358
- Glossary 372
TABLE OF CONTENTS
COFINIMMO UNIVERSAL REGISTRATION DOCUMENT 2021
- 1983 Company established (capital : 6 million EUR)
- 1994 Listed on the Brussels stock exchange, now called Euronext Brussels
- 1996 Adopted Belgian SICAFI status
- 2005
- First healthcare real estate investment in Belgium
- First public-private partnership : the Antwerp Courthouse
- 2007 Launched partnership with AB InBev Group for a portfolio of 1,068 pubs and restaurants located in Belgium and the Netherlands (Pubstone)
- 2008
- Began activities in France in the healthcare real estate segment
- Adopted SIIC status (French REIT regime)
- 2011 Launched partnership with MAAF for a portfolio of 283
| Item | 2021-12-31 | 2020-12-31 | 2019-12-31 |
|---|---|---|---|
| ifrs-full:IssuedCapitalMember | |||
| ifrs-full:SharePremiumMember | |||
| cofb:ReservesMember | |||
| ifrs-full:RevaluationSurplusMember | |||
| ifrs-full:AmountRecognisedInOtherComprehensiveIncomeAndAccumulatedInEquityRelatingToNoncurrentAssetsOrDisposalGroupsHeldForSaleMember | |||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsAppliedMember | |||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsNotAppliedMember | |||
| ifrs-full:RetainedEarningsMember | |||
| cofb:NonDistributableReserveMember | |||
| cofb:ReserveForTreasurySharesMember | |||
| ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember | |||
| ifrs-full:ReserveOfChangeInFairValueOfFinancialLiabilityAttributableToChangeInCreditRiskOfLiabilityMember | |||
| cofb:NetResultOfPeriodMember | |||
| ifrs-full:EquityAttributableToOwnersOfParentMember | |||
| ifrs-full:NoncontrollingInterestsMember |
| Item | 2020-01-01 to 2020-12-31 | 2021-01-01 to 2021-12-31 |
|---|---|---|
| ifrs-full:IssuedCapitalMember | ||
| ifrs-full:SharePremiumMember | ||
| cofb:ReservesMember | ||
| ifrs-full:RevaluationSurplusMember | ||
| ifrs-full:AmountRecognisedInOtherComprehensiveIncomeAndAccumulatedInEquityRelatingToNoncurrentAssetsOrDisposalGroupsHeldForSaleMember | ||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsAppliedMember | ||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsNotAppliedMember | ||
| ifrs-full:RetainedEarningsMember | ||
| cofb:NonDistributableReserveMember | ||
| cofb:ReserveForTreasurySharesMember | ||
| ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember | ||
| ifrs-full:ReserveOfChangeInFairValueOfFinancialLiabilityAttributableToChangeInCreditRiskOfLiabilityMember | ||
| cofb:NetResultOfPeriodMember | ||
| ifrs-full:EquityAttributableToOwnersOfParentMember | ||
| ifrs-full:NoncontrollingInterestsMember |
| Item | 2021-12-31 | 2020-12-31 |
|---|---|---|
| ifrs-full:EquityAttributableToOwnersOfParentMember | ||
| ifrs-full:IssuedCapitalMember | ||
| ifrs-full:SharePremiumMember | ||
| cofb:ReservesMember | ||
| ifrs-full:RevaluationSurplusMember | ||
| ifrs-full:AmountRecognisedInOtherComprehensiveIncomeAndAccumulatedInEquityRelatingToNoncurrentAssetsOrDisposalGroupsHeldForSaleMember | ||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsAppliedMember | ||
| cofb:ReserveOfBalanceOfChangesInFairValueOfAuthorisedHedgingInstrumentsToWhichHedgingAccountingDefinedInIFRSIsNotAppliedMember | ||
| ifrs-full:RetainedEarningsMember | ||
| cofb:NonDistributableReserveMember | ||
| cofb:ReserveForTreasurySharesMember | ||
| ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember | ||
| ifrs-full:ReserveOfChangeInFairValueOfFinancialLiabilityAttributableToChangeInCreditRiskOfLiabilityMember | ||
| cofb:NetResultOfPeriodMember | ||
| ifrs-full:NoncontrollingInterestsMember |
2012
- Began activities in the Netherlands in the healthcare real estate segment
- Adopted FBI status (Dutch REIT regime)
2014
- Began activities in Germany in the healthcare real estate segment
- Adopted RREC status in Belgium
2015
- Capital increase with preference rights in the amount of 285 million EUR
- Continued investing in healthcare real estate in the Netherlands and Germany
2016
- Continued investing in healthcare real estate in the Netherlands and Germany
- Opened first Flex Corners ® and The Lounges ®
- Issue of green & social bonds
2018
- Capital increase with irrevocable allocation rights in the amount of 155 million EUR
- Accelerated investments in healthcare real estate (300 million EUR)
- Initiated the rebalancing of the office portfolio
2019
- Accelerated investments in healthcare real estate (almost 500 million EUR)
- Launched activities in Spain in the healthcare real estate segment
- Accelerated rebalancing of the office portfolio to the Brussels Central Business District
- Over 56 % of the consolidated portfolio invested in healthcare real estate
2020
- Launched the 30% project, aimed at reducing the portfolio’s energy intensity by 30 % by 2030 from 217 levels
- Launched activities in Finland in the healthcare real estate segment
- Capital increases in the amount of nearly 143 million EUR
- Issued a first 500 million EUR benchmark sustainable bond
- More than 700 million EUR invested, including nearly 600 million EUR in healthcare real estate in Europe
- 59 % of the consolidated portfolio invested in healthcare real estate
2021
- Almost 1 billion EUR invested in healthcare real estate in Europe
- Launched activities in Ireland, Italy and the United Kingdom in the healthcare real estate segment
- 67 % of the consolidated portfolio invested in healthcare real estate
- Contribution of the office portfolio into a subsidiary
- Capital increases in the amount of nearly 565 million EUR
- Partially disposed of the Cofinimur I portfolio (property of distribution networks) for more than 40 million EUR
The pandemic that the world has been experiencing for two years now has highlighted the importance of the healthcare sector for each and every one of us. Through its investments, Cofinimo is actively participating in the expansion and renewal of the healthcare property portfolio in Europe. In 2021, Cofinimo announced the launch of its operations first in Ireland, Italy and, finally, the United Kingdom. These three countries offer interesting opportunities for Cofinimo 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, Cofinimo has the ambition to cater to the high demand of Irish, Italian and British populations for high-quality healthcare facilities specialising in senior care.
5.7 billion EUR FAIR VALUE OF THE PORTFOLIO ON 31/12/2021
Cofinimo has been acquiring, developing and managing rental properties for almost 40 years. The company has a portfolio spread across Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom with a value of approximately 5.7 billion EUR. Responding to societal changes, Cofinimo’s mission is to provide high-quality care, living, and working spaces to partner-tenants for their occupants to enjoy. ‘Caring, Living and Working - Together in Real Estate’ is the expression of this mission. Thanks to its expertise, Cofinimo has assembled a healthcare real estate portfolio of approximately 3.8 billion EUR in Europe. As an independent company applying the highest standards of corporate governance and sustainability, Cofinimo offers tenant services and manages its portfolio through a team of approximately 145 employees in Brussels, Paris, Breda, and Frankfurt and Madrid. Cofinimo is listed on Euronext Brussels (BEL20) and benefits from the REIT status 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 14.03.2022, Cofinimo’s total market capitalisation was approximately 4.0 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 dividends.
COFINIMMO IS ACTIVE IN 9 countries
ABOUT COFINIMMO
1 RISK FACTORS
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.1.1.5 Investigations and inspections towards some healthcare operators
- 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.1.1 Economic context
- 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
Following the 21.07.2019 entry into force of the European Parliament and Council’s Regulation (EU) 2017/1129 of 14.06.2017, known as the ‘Prospectus’ Regulation, in particular its provisions for the presentation of risk factors, this chapter includes only the specific and most significant risk factors faced by the Cofinimo group. The inclusion of each risk factor is based on the probability of its occurrence and the estimated impact on the group. Relevant risk factors are grouped in categories (numbered F.1 through F.5) and sub-categories (numbered F.1.1.1 through F.5.2) and listed in order of significance within each category. The numbering of the risk factors makes it easier to refer from one factor to another and identify possible interdependencies. The quantified impacts of the various risk factors can be interpreted in light of the Group’s 2021 financial results: it generated a net result - group share of 260 million EUR and had net assets of 3,233 million EUR, a 44.2% debt-to-assets ratio, and contractual rents of 313 million EUR as at 31.12.2021.
2 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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
Following the outbreak of the COVID-19 coronavirus pandemic in the countries where the group is active, Cofinimo 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. Cofinimo reviews the situation of its counterparties on a case-by-case basis in order to find a balanced solution where appropriate. In this context, Cofinimo booked 2.0 million EUR writedowns on trade receivables in 2020, with no equivalent in 2021. 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 2020, in accordance with the evolution of the measures taken to address the healthcare crisis. The Belgian centres (mainly closed since the end of October 2020) and the German centres (almost totally closed since the beginning of November 2020) were reopened in June 2021. Since then, their operational performance has generally been higher than the expectations, which have been reviewed to take sanitary restrictions into account. However, the current infection situation still calls for caution;
- in the property of distribution networks segment, the Pubstone portfolios of pubs and restaurants in Belgium and the Netherlands represent less than 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. During the 2021 financial year, the change in the fair value of this portfolio (on a like-for-like basis) was -1.0 % in Belgium (taking into account the increase in the transfer taxes in Flanders from 10 to 12 % on 01.01.2022) and -0.7 % in the Netherlands). Although Cofinimo’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 2022 financial year, based on the evolution of market parameters or due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as a mandatory shut-down of the hospitality sector).As at 31.12.2021, a 5% decrease in the fair value would have represented a (non-cash) expense of 22 million EUR with an adverse effect of around 0.15% on the debt-to-assets ratio, and of around 0.73 EUR per share on net assets; • in the property of distribution networks segment, the Cofinimum I portfolio of MAAF agencies in France accounts for less than 2% of the group’s contractual rents. In 2020, the fair value of this portfolio has been reduced by almost 12 million EUR (i.e. approximately 10%) in 2021. During the 2021 financial year, the change in fair value of this portfolio (on a like-for-like basis) was -3.3%. Although Cofinimo’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 2022 financial year, based on the evolution of market parameters or due to the evolution of the COVID-19 pandemic and the measures taken by the authorities to fight it (such as measures aimed at restricting the flow of people in shopping streets). As at 31.12.2021, a 5% decrease in the fair value would have represented a (non-cash) expense of 3 million EUR with an adverse effect of around 0.03% on the debt-to-assets ratio, and of around 0.12 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. The effects of the current increase in inflation in Europe can be assessed in particular (see also F.1.3.2) in terms of the weakening of the financial situation of tenants, if inflation is such that it makes indexed rents unaffordable for some tenants.
Potential effects:
1. Decrease in net income because of an increase in the vacancy rate and associated costs. At 31.12.2021, a 1% increase in the vacancy rate would have had an impact of around -2.0 million EUR (i.e. -0.8%) on the net result - group share. For offices, the impact would have been -0.8 million EUR (i.e. -0.3%).
2. Weakening of tenants solvency and an increase in doubtful accounts reducing the collection of rent. At 31.12.2021, trade receivables amount to 35 million EUR (see note 28 of the consolidated accounts). As a reminder, in the course of the year 2020, writedowns on trade receivables represented a net expense of 2.0 million EUR, a significant increase compared to previous years, due to the COVID-19 pandemic. No equivalent writedown had to be recognised in 2021. An increase in write-downs of 1 million EUR would have represented a decrease in the net result – group share of 0.4%.
3. Decrease in the fair value of investment properties (see F.1.2.1 on the following page).
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, offices in Belgium and primarily in Brussels) could see a fall in demand from real estate investors. This would lead to a reduction in 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.1.2.1 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, particularly in the context of rising inflation. As at 31.12.2021, half of the 2.6 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 91% hedged. The residual interest rate risk relates to 9% 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 2022, assuming that the debt structure and level remain identical to those at 31.12.2021, and disregarding the hedging instruments put in place, an increase in interest rates of 50 basis points would result in an 25 basis points increase in the financing cost, a decrease in the net result - group share of 6.0 million EUR and a decrease in net assets per share of 0.19 EUR. Taking into account the hedging instruments put in place, an increase in interest rates of 50 basis points would result in a 8 basis points increase in the financing costs, a decrease in the net result - group share of 2.4 million EUR (i.e. 1.1%) and a decrease in net assets per share of 0.07 EUR.
2. 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 2022, 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 0.4%) and a decrease in net assets per share of 0.03 EUR.
F.1.1.5 Investigations and inspections towards some healthcare operators
The effects of the recent situation around some healthcare operators, mainly in France, can be assessed from different angles that fit into the risk factor analysis:
• leasing market in the segments in which the group operates (see F.1.1.2): should the occupancy rate of the said operators durably be affected and/or as a result of an increase in their operating or financial expenses;
• concentration risk (see F.1.3.1): should some of the group’s current tenants be involved in a business combination;
• vacancy rate (see F.1.3.2): in the event of early termination of leases;
• changes to social security schemes (see F.3.2): should the legal framework in which these operators operate change in a way that it becomes unfavourable to their development or to the respect of their existing commitments towards the owners of the properties they operate;
• lack of ESG transparency (see F.5.2): in the event of a contagion effect on the reputation of Cofinimmo and/or the other owners of properties operated by these tenants.
As a reminder, as a regulated real estate company, Cofinimmo is in no way involved in the operation of the sites leased to healthcare operators. The occupancy rate is managed by the operator of the sites, and the rents are independent of the local occupancy rate or the financial performance, within the framework of long-term contracts (see page 76 of chapter ‘Composition of consolidated portfolio’ for more details on diversification in terms of tenant and geography).
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 real estate transfer tax 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. The resurgence of inflation currently observed in Europe, coupled with still relatively low nominal interest rates, is likely to generate positive (rather than negative) changes in the fair value of buildings.
Potential effects:
1. At 31.12.2021, a 1% change in value would have had an impact of around 57.1 million EUR on the net result (compared to 48.7 million EUR at 31.12.2020), 1.80 EUR on the net asset value per share (compared to 1.80 EUR at 31.12.2020) and 0.41% on the debt-to-assets ratio (compared to 0.43% at 31.12.2020).
2. If the cumulative changes in the fair value of the properties (representing a cumulative unrealised gain of 198 million EUR as at 31.12.2021) were to be reduced to a cumulative unrealised loss in value of -800 million EUR (which would mean a writedown of 998 million EUR), the group would then be partially or totally unable to pay dividends. The amount of 800 million EUR results from the application of article 7:212 of the Belgian Code of Companies and Associations (see page 309 of this document) and is understood to be after the effect of the distribution in 2022 of the proposed dividends for the financial year 2021.
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 465 million EUR in healthcare real estate (detailed on page 38).
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 31.12.2021, the Cofinimmo group had a diversified customer base (more than 340 groups of tenants or operators), of which nearly 60 in healthcare real estate. In 2021, the group’s five main (groups of) tenants or operators generated 47.6 % of gross rental revenues. The two main (groups of) tenants or operators accounted respectively for 14.7 % (Korian Group) and 9.6 % (AB InBev) of these revenues. Furthermore, the public sector generated 8.5 % 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.
2. Collateral effect on the fair value of investment properties (see F.1.2.1 above).
3. 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”. A set of assets is defined as “one or more buildings or assets (...) whose investment risk is to be considered as 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 12.7 % and 7.0 % 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 31.12.2021 in the group’s sectors of activity (healthcare real estate: 99.9 %; offices: 93.7 %; property of distribution networks: 99.5 %; group: 98.1 %), the risk of future rental vacancies is naturally greater than the opportunity to increase the occupancy rate in each of these segments. The effects of the current increase in inflation in Europe can also be seen (see F.1.1.2) in terms of vacancy rate, assuming that inflation is such that it makes indexed rents unaffordable for some tenants and increases vacancy rates.
Potential effects:
1. As at 31.12.2021, a 1 % increase in the vacancy rate at group level would have had an impact of about 3.1 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.
2. Financing at a higher cost than expected, with an impact on the net result - group share, and hence on net assets per share.
3. 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.
2. 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 2.6 billion EUR as at 31.12.2021 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 on 18.03.2021).
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.
2. 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 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, legislations may be subject to change by the legislator (see chapter ‘Standing Document’ on page 358). 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 real estate transfer tax 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.
2. Decrease in net income - group share, and therefore in net assets per share, in the event of an unfavourable change in the legislations.
3. 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 64 % of contractual rents and 67 % 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).
2. 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). Following recent European case law (DEKA ruling), the Dutch Ministry of Finance has lifted, in December 2021, an uncertainty regarding one of the formal conditions - that relating to the corporate purpose - to be met in the context of the Cofinimmo shareholding test. In order to maintain the FBI regime in 2021, it will also be necessary to obtain confirmation from the Dutch Ministry of Finance that the other conditions of the shareholding test are met. 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 as from 2022.
Potential effects:
- The 2021 accounts and the 2022 forecast include provisions covering the risk associated with the loss of the FBI status.
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 jeopardize the effectiveness of internal control (see chapter ‘Corporate governance statement’, section ‘Internal control and risk management’).
Potential effects:
- The company would not be managed in an orderly and conservative manner, endangering the optimal allocation of resources.
- Shortcomings in terms of risk management, cybersecurity included, could lead to poor protection of the company’s assets.
- Lack of integrity and reliability of financial and management data.
- 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 means of transport, etc.) and their resilience to climate change (see section ‘ESG Strategy’ on page 31 of this document). Shortcomings in this area are likely to discourage potential tenants/operators or potential buyers.
Potential effects:
- Vacancy rate (see F.1.3.2 above).
- Negative change in the fair value of properties (see 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:
- Deterioration of the group’s reputation with the various stakeholders.
- Less easy access to the capital market (debt and equity).
Quartz office building – Brussels CBD (BE) - BREEAM Excellent
7 RISK FACTORS
This universal registration document, which includes the annual financial report and the ESG report, contains regulated information as defined in the Royal decree of 14.11.2007 on issuers’ obligations pertaining to financial instruments admitted to trading on a regulated market. This universal registration document was filed on 08.04.2022 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 with the FSMA in French. 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 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 Cofinimmo SA/NV 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.
PRELIMINARY REMARKS
- 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 Cofinimmo SA/NV, 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 line 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 it 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) any ocial 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 oce as a member of the administrative, management or supervisory bodies of an issuer or to participate in the manage- ment 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.
Outlook
Cofinimmo SA/NV certifies that the outlook or profit estimate was determined and prepared on a basis comparable to the historical financial information and in accordance with the issuer’s account- ing policies.
Operation of administrative and management bodies
Cofinimmo SA/NV declares that no service contracts have 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 directors nor members of the executive committee directly or indirectly hold 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 dierent voting rights.
Judicial and arbitration proceedings
Cofinimmo SA/NV declares that during the last 12 months, no admin- istrative, legal nor arbitration proceedings have been initiated that could have or have had significant eects on the financial situation financial situation or profitability of Cofinimmo SA/NV.
Significant change in the financial situation
Cofinimmo SA/NV declares that there has been no significant changes 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 asso- ciation 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.
Nursing and care home – Sarriguren (ES)
PRELIMINARY REMARKS
Information incorporated by reference
The annual financial reports of the past five years (notably those of financial years 2019 and 2020 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 2019, 2020 and 2021, the statutory auditor is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Rik Neckebroeck.
Information Document Section
| Historical financial information for the last three financial years | |
|---|---|
| Annual financial report 2021 | Fully (including the key figures on page 22, the summary of the consolidated accounts on p. 85 to 89 and the annual accounts on p. 223 to 315) |
| Annual financial report 2020 | Fully (including the key figures on page 20, the summary of the consolidated accounts on p. 75 to 79 and the annual accounts on p. 211 to 297) |
| 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) |
| Statutory auditor’s statement | |
| Annual financial report 2021 | Statutory auditor’s report on : • The projections on p. 102 and 103 • The consolidated accounts on p. 300 to 303; and • The consolidated accounts on p. 312 to 315 |
| Annual financial report 2020 | Statutory auditor’s report on : • The projections on p. 92 and 93 • The consolidated accounts on p. 282 to 285; and • The consolidated accounts 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 consolidated accounts on p. 228 to 233 |
| Information on the main investments | |
| Annual financial report 2021 | • Healthcare real estate : p. 32 to 55 • Property of distribution networks : p. 56 to 59 • Public-Private Partnerships : p. 60 and 61 • Oces : p. 62 to 69 |
| Annual financial report 2020 | • Healthcare real estate : p. 30 to 45 • Property of distribution networks : p. 46 to 49 • Public-Private Partnerships : p. 50 and 51 • Oces : 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 and 49 • Oces : p. 50 to 57 |
| Breakdown of total revenue by type of activity and by market for the last three financial years | |
| Annual financial report 2021 | Annual accounts in Note 5 (segment information) p. 240 to 247 |
| Annual financial report 2020 | Annual accounts in Note 5 (segment information) p. 228 and 229 |
| Annual financial report 2019 | Annual accounts in Note 5 (sector information) p. 162 and 163 |
| Description of the financial position and of the results of the operations | |
| Annual financial report 2021 | • Section ‘Management of financial resources’ p. 79 to 84; and • Notes to the consolidated accounts p. 230 to 299 |
| Annual financial report 2020 | • Section ‘Management of financial resources’ p. 69 to 74; and • Notes to the consolidated accounts p. 218 to 281 |
| Annual financial report 2019 | • Section ‘Management of financial resources’ p. 66 to 69; and • Notes to the consolidated accounts p. 152 to 213 |
| Information on the personnel | |
| Annual financial report 2021 | • Section ‘Corporate governance statement’ p. 192 • Annual accounts in Note 43 p. 297 |
| Annual financial report 2020 | • Section ‘Corporate governance statement’ p. 178 • Annual accounts in Note 43 p. 279 |
| Annual financial report 2019 | • Section ‘Corporate governance statement’ p. 122 • Annual accounts in Note 43 p. 212 |
| Important agreements concerning a change of control in the event of a takeover bid | |
| Annual financial report 2021 | • Section ‘Corporate governance statement’ p. 207 |
| Annual financial report 2020 | • Section ‘Corporate governance statement’ p. 192 |
| Annual financial report 2019 | • Section ‘Corporate governance statement’ p. 136 |
10 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
MESSAGE TO THE SHAREHOLDERS
DEAR SHAREHOLDERS,
For two years now, the global COVID-19 pandemic has highlighted the importance of the healthcare sector. Cofinimmo, through its investments, actively participates in the operation, maintenance, expansion, and renewal of a healthcare real estate portfolio that covers nine countries. In 2021, Cofinimmo made investments of almost one billion EUR in various healthcare real estate sub-segments in Europe, including, for the first time, in Ireland, Italy and the United Kingdom. Given these investments, healthcare real estate assets (3.8 billion EUR), account for two thirds of the group’s 5.7 billion EUR consolidated portfolio. Ongoing development projects, which are due to be completed by 2024, amount to 700 million EUR.
In the oce segment, Cofinimmo continues to pursue its strategy which consists of rebalancing the oce portfolio between the vari- ous sub-segments in favour of high-quality buildings located in Brussels’ Central Business District (CBD). The group has completed the divestment of oce buildings located in the periphery of Antwerp and Brussels’ decentralised area amounting to 60 million EUR. End October, the group completed the contribution of its oce portfolio into a subsidiary, thus providing the opportunity to open the capital of this subsidiary.
Cofinimmo constantly evaluates its assets portfolio given key elements of its strategy and any market opportunities that arise. The group has thus disposed of a portion of its Cofinimur I prop - erty of distribution networks portfolio in France for more than 40 million EUR.
For almost 15 years, Cofinimmo has pursued an ambitious ESG policy. This continues to be a priority for the group and its various eorts have been rewarded once again in 2021. Cofinimmo shows marked improvements in a series of external ESG ratings (MSCI, GRESB, CDP, etc.), and has obtained several new BREEAM certifica- tions for not only oce buildings but also its healthcare real estate properties. The nursing and care home in Oleiros, for instance, is the first site in Spain to obtain the BREEAM Excellent certification in this segment. The energy intensity of the portfolio reaches 165 kWh/m in 2021, down by 13 % and well on track to achieve the 30 % reduction aimed by 2030 (compared to the 2017 level). In addition, Cofinimmo received Euronext Brussels’ 2021 Sustainable Growth Award, an award which recognises the company with the most sustainable growth over the last decade.
Needless to say that Cofinimmo is closely following the evolution of the recent situation around some healthcare operators (see section page 35). In terms of financing, several operations were concluded during the financial year that improved the balance sheet structure.# MESSAGE TO THE SHAREHOLDERS
Cofinimmo carried out four capital increases (contribution in kind, in cash via accelerated bookbuilding, optional dividend and conversion of convertible bonds into shares) totalling nearly 565 million EUR, and also issued a second sustainable bond for 500 million EUR in January 2022 (2.5 times oversubscribed), demonstrating that sustainable investment and sustainable financing are a priority for the group. As at 31.12.2021, Cofinimmo had 866 million EUR of headroom on 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 down to 1.1 %), coupled with efficient management of the existing portfolio (occupancy rate of 98.1 %, gross rental income up by 0.9 % on a like-for-like basis, operating margin of 82.1 %), has enabled the company to realise a net result from core activities - group share of 212 million EUR as at 31.12.2021. This is in line with the outlook (compared to the 181 million EUR realised as at 31.12.2020, i.e. a 17 % increase), and comes mainly from investments made. The net result from core activities - group share amounts to 7.15 EUR per share (in line with the outlook, compared to 6.85 EUR as at 31.12.2020, i.e. a 4 % increase). This takes into account the issuance of shares in 2020 and 2021, which saw the average number of shares entitled to share in the result for the period increased from 26,478,781 to 29,655,292 between these two dates. For almost 40 years, Cofinimmo has been developing, managing and investing in rental real estate. Attentive to societal changes, the company’s constant objective is to offer high-quality care, living and working spaces (‘Caring, Living and Working - Together in Real Estate’). Building on its expertise, Cofinimmo continues to consolidate its leadership in European healthcare real estate. In 2021, the company invested for 1 billion EUR, with a strongly increasing result.
MESSAGE TO THE SHAREHOLDERS
“Through its numerous development projects, Cofinimmo is actively participating in the extension and renewal of the property portfolio dedicated to healthcare in Europe.”
The net result - group share amounted to 260 million EUR (i.e. 8.78 EUR per share) as at 31.12.2021, compared to 119 million EUR (i.e. 4.50 EUR per share) as at 31.12.2020. This variation is mainly due to the increase in the net result from core activities - group share and given the change in fair value of investment properties and hedging instruments between 31.12.2020 and 31.12.2021, these two elements being non-cash items. With a debt-to-assets ratio of 44.2 % as at 31.12.2021, Cofinimmo’s consolidated balance sheet (whose BBB/A-2 rating was confirmed in March 2021) shows a strong solvency position (information on risks and uncertainties are stated in the chapter ‘Risk factors’).
JACQUES VAN RIJCKEVORSEL, CHAIRMAN OF THE BOARD OF DIRECTORS
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Given these results, the board of directors will propose, at the ordinary general meeting of 11.05.2022, a gross dividend of 6.00 EUR per share for the 2021 financial year, payable in May 2022. Considering in particular the disposals carried out in 2021 and budgeted in 2022, and barring any unexpected events, the forecast net result from core activities - group share for the 2022 is 219 million EUR (compared to 212 million EUR as at 31.12.2021), i.e. 6.90 EUR per share, and the gross dividend payable in 2023 is 6.20 EUR per share (up, compared to the 2021 dividend payable in 2022). This outlook is based on a gross investment budget of approximately 600 million EUR for 2022 (460 million EUR net) and takes into account the pro rata temporis dilutive effects of the 2021 capital increases. Cofinimmo owes its excellent performance to the enthusiasm, competence and commitment of all its employees, who spare no effort in furthering 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 crises (health and geopolitics) that affects us all.
“Sustainable investment and sustainable finance are key priorities for the group. For almost 15 years, we have been committed to ESG, an integral part of our DNA. As a testament to our success in this area, Cofinimmo was awarded the 2021 Sustainable Growth Award by Euronext Brussels. This award motivates us to continue building towards a more sustainable environment.”
JEAN-PIERRE HANIN, CHIEF EXECUTIVE OFFICER
CARING, LIVING AND WORKING — TOGETHER IN REAL ESTATE —
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
BRUSSELS FRANKFURT PARIS MADRID BREDA
WORKING
Creating value by repurposing and rebalancing the portfolio to favour Brussels’ Central Business District (CBD)
LIVING
A market-driven approach with long-term income
Cofinimmo’s assets are managed by a team of approximately 145 people in Brussels, Paris, Breda, Frankfurt and Madrid.
CARING
To be a leading European healthcare REIT that offers a top quality portfolio and pursues innovative approaches to real estate that address healthcare challenges
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO
- 67 % CARING
- 9 % LIVING
- 24 % WORKING
CARING, LIVING AND WORKING TOGETHER IN REAL ESTATE
CARING
To be a leading European healthcare REIT that offers a top quality portfolio and pursues innovative approaches to real estate that address healthcare challenges
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- 5.3 % GROSS RENTAL YIELD
- 16 year WEIGHTED AVERAGE RESIDUAL LEASE LENGTH
- 266 NUMBER OF ASSETS
- 161 kWh/m² ENERGY INTENSITY OF THE SEGMENT
- 2005 FIRST INVESTMENT IN HEALTHCARE REAL ESTATE
- 7 BUILDINGS WITH BREEAM CERTIFICATIONS
BREAKDOWN OF THE HEALTHCARE PORTFOLIO BY COUNTRY (at fair value - in %)
- ES 6 % - FI 2 % - IE 2 % - IT 5 % - UK 2 %
- 12 % FRANCE
- 17 % OTHERS*
- 17 % GERMANY
- 42 % BELGIUM
-
11 % THE NETHERLANDS
-
67 % OF THE CONSOLIDATED PORTFOLIO
- 3.8 billion EUR FAIR VALUE OF THE PORTFOLIO
-
1,500,000 m² SURFACE AREA
-
25,600 NUMBER OF BEDS
- 99.9 % OCCUPANCY RATE
- NEARLY 1 billion EUR INVESTED IN 2021
CARING, LIVING AND WORKING TOGETHER IN REAL ESTATE
LIVING
A market-driven approach with long-term income
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- 9 % OF THE CONSOLIDATED PORTFOLIO
- 0.5 billion EUR FAIR VALUE OF THE PORTFOLIO
- 360,000 m² SURFACE AREA
- 98.5 % OCCUPANCY RATE
- 6.4 % GROSS RENTAL YIELD
- 12 years WEIGHTED AVERAGE RESIDUAL LEASE LENGTH
- 2 BUILDINGS WITH BREEAM CERTIFICATIONS
- 6 ASSETS IN OPERATION IN THE PPP PORTFOLIO, BOOKED AS FINANCE LEASES
- 64 kWh/m² ENERGY INTENSITY OF THE SEGMENT
- 2005 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
2021 PARTIAL DISPOSAL OF THE PORTFOLIO OF INSURANCE AGENCIES
BREAKDOWN OF PROPERTY OF DISTRIBUTION NETWORKS BY COUNTRY (at fair value - in %)
- 26 % PUBSTONE NETHERLANDS
- 55 % PUBSTONE BELGIUM
- 13 % COFINIMUR I FRANCE
-
6 % OTHER BELGIUM
-
1,080 NUMBER OF ASSETS
- OF WHICH 190 INSURANCE AGENCIES
- 889 PUBS AND RESTAURANTS
- 1 PPP, BOOKED AS OPERATING LEASE
CARING, LIVING AND WORKING TOGETHER IN REAL ESTATE
WORKING
Creating value by repurposing and rebalancing the portfolio to favour Brussels’ Central Business District (CBD)
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- 24 % OF THE CONSOLIDATED PORTFOLIO
- 1.4 billion EUR FAIR VALUE OF THE PORTFOLIO
- 490,000 m² SURFACE AREA
- 93.7 % OCCUPANCY RATE
- 6.3 % GROSS RENTAL YIELD
- 62 NUMBER OF ASSETS
- 6 NUMBER OF ASSETS WITH BREEAM CERTIFICATION
- 198 kWh/m² ENERGY INTENSITY OF THE SEGMENT
- 2016 OPENING OF THE FIRST FLEX CORNERS ® AND LOUNGES ®
- 2021 CONTRIBUTION OF THE OFFICE PORTFOLIO INTO A SUBSIDIARY
RECENTERING THE PORTFOLIO TOWARDS BRUSSELS CBD
- 58 % CBD
- 7 % PERIPHERY
- 24 % DECENTRALISED
- 11 % ANTWERP AND OTHER REGIONS
MANAGEMENT REPORT KEY FIGURES AS AT 31.12.2021
| Key Figure | Value | Change in 2021 |
|---|---|---|
| FAIR VALUE OF THE PORTFOLIO | 5.7 billion EUR | + 17 % |
| PROPERTY RESULT | 294 million EUR | + 14.8 % |
| TOTAL SURFACE AREA | > 2,375,000 m² | |
| ASSETS | 1,408 | |
| MARKET CAPITALISATION | 4.5 billion EUR | |
| AVERAGE SHARE PRICE IN 2021 | 132.33 EUR | |
| GROSS RETURN¹ OF THE SHARE IN 2021 | +20.7 % | |
| GROSS RENTAL YIELD AT 100 % OCCUPANCY | 5.6 % | |
| OCCUPANCY RATE | 98.1 % | |
| WEIGHTED AVERAGE RESIDUAL LEASE LENGTH | 12 years | |
| EPRA RESULT/share | 7.15 EUR/share | |
| NET ASSET VALUE/share | 102.13 EUR/share | |
| DEBT-TO-ASSETS RATIO | 44.2 % | |
| AVERAGE COST OF DEBT | 1.1 % | |
| STANDARD & POOR’S RATING | BBB/long term & A-2/short term² |
¹ Increase in the share price + dividend yield.
² Publication of Standard & Poor’s at 18.03.2021.
GEOGRAPHICAL BREAKDOWN OF PORTFOLIO (as at 31.12.2021 - at fair value)
- 10 % THE NETHERLANDS
- 11 % GERMANY
- 11 % OTHERS*
- 9 % FRANCE
- 58 % BELGIUM
* ES 4 % - FI 1 % - IE 2 % - IT 3 % - UK 1 %
PORTFOLIO BREAKDOWN BY SEGMENT (as at 31.12.2021 - at fair value)
- 67 % HEALTHCARE REAL ESTATE
- 24 % OFFICES
- 9 % PROPERTY OF DISTRIBUTION NETWORKS
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- 145 employees
- 43 % men
- 57 % women
- 165 kWh/m² AVERAGE PORTFOLIO ENERGY INTENSITY
- 48 % OF THE PORTFOLIO PEB/EPC CERTIFIED
- 19 % OF THE PORTFOLIO REMOTELY MONITORED
- 83 % WAGE GAP BETWEEN GENDERS
- 4,289 HOURS OF PAID TRAINING
ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)
CONSOLIDATED KEY FIGURES (x 1,000,000 EUR)
| 31.12.2021 | 31.12.2020 | 31.12.2019 | |
|---|---|---|---|
| Portfolio of investment properties (in fair value) | 5,710 | 4,869 | 4,247 |
(x 1,000 EUR)
| 31.12.2021 | 31.12.2020 | 31.12.2019 | |
|---|---|---|---|
| Property result | 293,885 | 255,956 | 234,615 |
| Operating result before result on the portfolio | 241,318 | 211,112 | 193,829 |
| Net result from core activities - group share | 212,131 | 181,457 | 166,498 |
| Result on financial instruments - group share | 40,748 | -21,906 | -24,184 |
| Result on the portfolio - group share | 7,458 | -40,330 | 62,301 |
| Net result - group share | 260,337 | 119,222 | 204,615 |
| Operating margin | 82.1 % | 82.5 % | 82.6 % |
31.12.2021
31.12.2020
31.12.2019
OPERATIONAL
FINANCIAL# MANAGEMENT REPORT
KEY FIGURES
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Portfolio of properties | 100 % | 100 % | 100 % |
| average value of the portfolio under management | 0.95 % | 0.98 % | 0.97 % |
| Weighted average residual lease length (in years) | 12 | 12 | 12 |
| Occupancy rate | 98.1 % | 97.4 % | 97.0 % |
| Gross rental yield at 100 % occupancy | 5.6 % | 5.9 % | 6.2 % |
| Net rental yield at 100 % occupancy | 5.3 % | 5.6 % | 5.8 % |
| Debt-to-assets ratio | 44.2 % | 46.1 % | 41.0 % |
| Average cost of debt | 1.1 % | 1.3 % | 1.4 % |
| Average debt maturity (in years) | 5 | 5 | 4 |
- 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.
- Until the first break option for the lessee.
- Calculated based on real rents (excluding development projects and assets held for sale) and, for vacant space, the rental value estimated by the independent real estate valuers.
- Passing rents increased by the estimated value of vacant space, divided by the investment value of the portfolio (including transaction costs), and excluding development projects and assets held for sale.
- Passing rents increased by the estimated value of vacant space, minus direct costs, divided by the investment value of the portfolio including transaction costs), excluding development projects and assets held for sale.
- Legal ratio calculated in accordance with the legislation on RRECs (such as financial and other debt divided by total assets).
- Including bank margins.
- See chapter ‘Management of financial resources’ on page 83.
TRANSACTIONS AND ACHIEVEMENTS IN 2021
Q2
APRIL
* Belgium: Acquisition of five healthcare sites through contribution in kind for a conventional value of 103 million EUR.
* Finland: Agreement to acquire, under certain conditions, the companies that will develop two nursing and care homes in Turku and Ylörjärvi for approximately 12 million EUR. The conditions were lifted in April and August 2021.
MAY
* Belgium: Signature of a private agreement regarding the divestment of office buildings located in the Antwerp and Brussels periphery as well as in the decentralised area of Brussels for more than 80 million EUR. In the meantime, the conditions have been lifted for part of the portfolio.
* The Netherlands: Acquisition of a plot of land on a care campus in Hilversum where a care clinic will be built for approximately 30 million EUR (plot of land + works).
* Germany: Signature of an agreement to acquire, under certain conditions, a nursing and care home currently under construction in Leipzig for approximately 19 million EUR. The conditions were lifted in March 2022.
* Spain: Acquisition of 18 nursing and care homes for approximately 150 million EUR.
* Italy: Investment in two funds owning six nursing and care homes in northern Italy for approximately 190 million EUR.
* Financing: Modification of a traditional credit line into a Sustainability-linked credit line of 25 million EUR, for which financial conditions will be adjusted according to the achievement of the objective aiming at reducing the energy intensity of Cofinimmo’s portfolio (Project 30%).
JUNE
* Belgium: Acquisition of 100 % of the shares of the company owning a plot of land in Juprelle where a new nursing and care home will be built for approximately 19 million EUR (plot of land + works).
* Spain: Acquisition of a plot of land in Palma de Mallorca where a nursing and care home will be built for approximately 14 million EUR (plot of land + works).
* Financing: Optional dividend in shares: 54 % of the 2020 dividend coupons paid in new shares issued for a total amount of nearly 65 million EUR.
Q1
JANUARY
* Belgium: Signature of an agreement relating to the acquisition of 100 % of the company owning the rights in rem in a plot of land located in Leuven, where an extension to an existing complex will be built for a conventional value of 15 million EUR.
* Ireland: Acquisition of six nursing and care homes and one rehabilitation clinic in the provinces of Leinster and Ulster for approximately 93 million EUR.
* Finland: Acquisition of a nursing and care home under construction in Vantaa for approximately 12 million EUR.
FEBRUARY
* Belgium: Launch of the contribution of the office portfolio into a subsidiary, which was completed in October 2021. Acquisition of 100 % of the shares of the company owning a plot of land in Genappe where a nursing and care home will be built for approximately 19 million EUR (plot of land + works).
* France: Acquisition of four nursing and care homes, one of which is under construction, and one assisted-living unit in Normandy for 44 million EUR.
MARCH
* Financing: Capital increase in cash via accelerated bookbuilding (ABB) for approximately 180 million EUR.
Q3
JULY
* The Netherlands: Acquisition of a medical office building on a healthcare campus in Beugen for approximately 12 million EUR.
* Germany: Acquisition of approximately 95 % of the shares of the company owning a rehabilitation clinic in Bad Langensalza for approximately 22 million EUR.
* Spain: Acquisition of a nursing and care home in Bilbao for approximately 9 million EUR.
* United Kingdom: Acquisition of 3 nursing and care homes for approximately 57 million GBP.
SEPTEMBER
* France: Acquisition of a nursing and care home (EHPAD) to be redeveloped in Fontainebleau for approximately 17 million EUR. Signature of private agreements regarding the future disposal of part of the Cofinimur I property of distribution networks.
* Spain: Acquisition of a plot of land in Alicante where a nursing and care home will be built for approximately 13 million EUR. Signature of agreements relating to the future acquisition of three nursing and care homes, being or to be developed, for approximately 34 million EUR, to be paid after works completion.
* Finland: Acquisition of the company currently developing a nursing and care home in Turku for approximately 15 million EUR.
* Financing: Conversion of 99 % of convertible bonds maturing on 15.09.2021, resulting in the issuance of new shares for a book value of approximately 216 million EUR.
Q4
OCTOBER
* Belgium: Contribution of the office portfolio into a subsidiary. Acquisition of 100 % of the shares of the company that will build a nursing and care home in Oudenburg for approximately 11 million EUR (plot of land + works).
* The Netherlands: Acquisition of two nursing and care homes in Nijverdal and Hellendoorn for approximately 23 million EUR.
* Finland: Acquisition of the company that will develop a nursing and care home in Helsinki for approximately 19 million EUR (plot of land + works).
NOVEMBER
* France: Acquisition of 100 % of the shares of a company owning a nursing and care home in Chanteloup-les-Vignes for approximately 17 million EUR.
* Spain: Signature of an agreement relating to the acquisition of a nursing and care home in Jaén for approximately 9 million EUR.
* Finland: Acquisition of the company developing a nursing and care home in Rovaniemi for approximately 8 million EUR (works included).
* Germany: Signature of agreements to acquire, under certain conditions, two nursing and care homes in Essenheim and one nursing and care home in Bruchmühlbach-Miesau for approximately 39 million EUR. The conditions were lifted in January 2022.
DECEMBER
* Belgium: Acquisition of 100 % of the shares of the company owning a nursing and care home in Charleroi for approximately 18 million EUR.
* The Netherlands: Acquisition of 100 % of the shares of the company owning a new healthcare complex in Hattem for approximately 13 million EUR.
* France: Acquisition of an aftercare and rehabilitation clinic under construction in Revin for 17 million EUR (plot of land + works).
* Finland: Acquisition of the company developing a nursing and care home in Kuopio for approximately 17 million EUR.
* Financing: Modification into a sustainable programme and extension of the long-term commercial paper programme to 1,250 million EUR. Extension of a 50 million EUR credit line for one additional year to bring its maturity to 2027.
MISSION
Responding to societal changes, Cofinimmo’s mission is to provide high-quality care, living, and working spaces to partner-tenants for their occupants to enjoy. ‘Caring, Living and Working – Together in real estate’ is the expression of this mission. More specifically, Cofinimmo’s mission is to:
- Promote, within its high-quality care, living, and working spaces, creative exchanges for inspiration and well-being and inspiration through the provision of services that anticipate and respond to the needs and aspirations of their occupants;
- Provide an inspiring work and living environment, in service of an exciting commercial project;
- Provide shareholders with the opportunity to make long-term, socially responsible, and low risk investments that generate recurring, predictable, and growing revenue streams that fuel dividends as well as returns to the community.
Beyond the stakeholders identified above, the community itself greatly benefits from Cofinimmo’s services on many levels, whether in healthcare, the working world or simply in places where people interact and share. Furthermore, Cofinimmo contributes to the enhancement and renovation of public and parapublic property through its participation in large-scale projects undertaken by way of public-private partnerships.
Caring, Living and Working - Together in real estate.
STRATEGY
Cofinimmo’s strategy is to consolidate its leadership in the European health real estate sector.# 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 oers other types of assets accessible to an investor possessing expertise and substan- tial 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 oce buildings, specialised clinics, rehabilitation clinics, psychi - atric clinics, etc. On the other hand, the restructuring also takes place on a geograph- ical level through the expansion of the group’s activities beyond the countries currently covered, namely Belgium, France, the Netherlands, Germany, Spain, Finland and, since 2021, Ireland, Italy and the United Kingdom. Given the above, it is clear that the share of healthcare real estate in Cofinimmo’s consolidated portfolio, which already reaches 67 %, 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, in December 2021 , Cofinimmo acquired 100 % of the shares of the company owning the newly-built healthcare complex Hof van Blom in Hattem (Gelderland) in the Netherlands. The complex consists of three wings where specific care services are provided : a nursing and care home with 32 beds, a wing with 22 assisted-living units and a general practice. Hof van Bom is located in a residential care zone, where residents live as independently as possible and where particular attention is being paid to quality of life and sustainability. The most important values of this concept are safety, proximity (of facilities), accessibility, healthy living environment and interaction between residents.
The healthcare real estate sector now accounts for 67 % of the consolidated portfolio and is expected to grow significantly.
Nursing and care home - Alcalá (ES)
MANAGEMENT REPORT
MISSION
STRATEGY
Cofinimmo’s strategy in the office segment involves rebalancing the office portfolio by reducing holdings in Brussels’ decentralised area and periphery and expanding its holdings of high-quality buildings in the Central Business District.
PROPERTY OF DISTRIBUTION NETWORKS AND PPPs
Property of distribution networks, as well as public-private part- nerships (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 oce market, which consists of dierent sub-segments. It is in this market that the company has built its expertise in real estate for almost 40 years. Specifically, Cofinimmo’s sta is an expert in every aspect of the building life cycle and is well-versed in the A to Z management of major projects. Whether it is the design, construction, renovation, reconversion or development of sites, the goal is always the renting or sales of these assets. Besides the oce 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 oce spaces, Cofinimmo continues the rebalancing of its oces 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.
Arts/Kunst 47 oce building – Brussels CBD (BE)
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 (share- holders, tenants, sta and community).
| COMMUNITIES | TENANTS | SHAREHOLDERS | EMPLOYEES |
|---|---|---|---|
| Enhancement of public and parapublic property thanks to PPPs | Socially responsible, long-term, low-risk investment generating a regular flow of dividends | Growth | Respect and a fulfilling work environment |
| High-quality care, living and working environments | Collective and personal development opportunities | ||
| Spaces that meet rapidly changing needs and aspirations | Indirect benefits in healthcare and the working world or in places where people exchange and share |
MANAGEMENT REPORT
STRATEGY
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 finan - cial strategy and its ESG objectives. This is why Cofinimmo uses bank loans, green & social loans, ‘traditional’ straight (non-convert- ible) bonds, convertible bonds, green & social or sustainable bonds and both short-term and long-term sustainable commercial paper programmes as sources of financing. In addition, the company works closely with about fifteen financial institutions.
REGULAR ACCESS TO CAPITAL MARKETS
Capital increases, optional dividends in shares, sales of treasury shares, contributions in kind, as well as the issuing of ‘traditional’ 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.
1,636 million EUR NEW CREDIT LINES CONCLUDED AS AT 31122021
44.2 % DEBTTOASSETS RATIO AS AT 31122021
1.1 % AVERAGE COST OF DEBT IN 2021
CAPITAL MARKETS : EQUITY (x 1,000,000 EUR)
| 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 107 | 75 | 29 | 19 | 5 | 63 | 22 | 11 | 38 | 92 | 33 | 33 | 99 |
| 103 | 173 | 191 | 219219 | 44 | 155 | 26 | 20 | 10 | 29 | 296 | 31 | 217 |
| 500 | 55 | 500 | 65 | 100 | 50 | 140 | 50 | 190190 | 70 | 285285 | 180 | 7575 |
| 7272 | 9898 | 6969 | 3232 | 4444 | ||||||||
| Straight bonds | Convertible bonds | Green & social bonds | Treasury notes | Contribution in kind | Sale of treasury shares | Optional dividend | Rights Issues | Accelerated bookbuilding | Conversion of convertible bonds |
CAPITAL MARKETS : DEBT (x 1,000,000 EUR)
| 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 107 | 75 | 29 | 19 | 5 | 63 | 22 | 11 | 38 | 92 | 33 | 33 | 99 | |||||||
| 103 | 173 | 191 | 219219 | 44 | 155 | 26 | 20 | 10 | 29 | 296 | 31 | 217 | |||||||
| 500 | 55 | 500 | 65 | 100 | 50 | 140 | 50 | 190190 | 70 | 285285 | 180 | 7575 | |||||||
| 7272 | 9898 | 6969 | 3232 | 4444 |
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
DEBTTOASSETS 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 over a minimum of three years for 50 % to 100 % of the esti - mated financial debt.
ESG strategy
Cofinimmo, being a major real estate player in Europe, has been committed for almost 15 years to a global ESG strategy. In response to the risks generated by climate change, Cofinimmo decided to raise its environmental ambitions. The strategic thinking carried out in 2019 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/m (30 project). This objective has been established following the science based targets methodology, which has made it possible to objectivise the eort to be made in order to contribute to the global objective of limiting global warming to a maximum of 1.5°C. It is a continuation of the many ESG initiatives conducted by Cofinimmo, and is in line with the Paris Agreement concluded at COP21 and reconfirmed by COP26 in 2021.
This business project, initiated at the beginning of the year 2020, involves not only the oce 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 Disclosure (TCFD). Its commitment 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 188). The main risks are included in the chapter ‘Risk factors’, section ‘Environmental, social and governance risks’ (see page 7).# MANAGEMENT REPORT
STRATEGY
HEALTHCARE REAL ESTATE
- 67 % OF THE CONSOLIDATED PORTFOLIO
- 3.8 billion EUR FAIR VALUE OF THE PORTFOLIO
- 99.9 % OCCUPANCY RATE
- 266 ASSETS
- > 25,600 NUMBER OF BEDS
- >1,500,000 m² SURFACE AREA

COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT 32
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 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, Finland, Italy, Ireland and the United Kingdom.
The nine 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 few 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.
The Italian nursing home sector is a highly regulated market. Its nursing home bed capacity is one of the lowest in Europe. The private sector represents 20 % of the beds, and is expected to grow significantly over the coming years. Federal and regional authorities use accreditations to organise the distribution of bed capacity according to regional needs. The United Kingdom has one of the largest nursing and care home landscapes in Europe, but the sector remains highly fragmented. Not only is there a need for a higher quantity of care home beds, but quality issues of the current stock need to be addressed.
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 non-profit 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 consolidated portfolio of Cofinimmo, which already reaches 67 %, is bound to grow significantly. Cofinimmo is a leading investor in healthcare real estate in Europe with a portfolio spread over nine countries and consisting of 266 assets that cover the full spectrum of care, from primary care to acute and skilled nursing facilities. The group intends to further strengthen this position in the coming years. Cofinimmo actively participates in the expansion and renewal of the healthcare property portfolio in Europe through its many development projects.
33 MANAGEMENT REPORT
HEALTHCARE REAL ESTATE 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 making the gradual improvement of the property portfolio possible, 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 doing so, Cofinimmo intends to fully carry out its social and environmental responsibilities.
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 (CDP) on 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. 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 137-145).
| Impact potentiel | Mitigating factors and measures |
|---|---|
| 1. Physical impact on buildings due to extreme weather conditions | Issue of sustainable financing instruments 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 means 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 % electricity from renewable sources for buildings under management. (6) |
| 6. Potential impact on the group’s reputation | Transparent communication on ESG indicators in accordance with EPRA and GRI. (6) |
31 MANAGEMENT REPORT# Sources:
Cushman & Wakefield, Degroof Petercam, Eurostat, ONS, Knight Frank, ABN Amro, Real Capital Analytics, CBRE.
Nursing and care home La Chartreuse – Liège/Luik (BE)
Market characteristics
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 coun- tries. The proportion of people aged 80 and over in Europe should reach 11 % of the total population by 2050. Although the number of independent seniors within this category is increasing, popula- tion 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 40,000 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 outdated buildings to be rebuilt, totalling more than 100,000 and 60,000 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 100,000 beds by 2030-2035. 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 % after 2030. This demographic situation will increase the need for high-quality healthcare services. Italy enjoys the second highest life expectancy at birth in the EU (83 years, which is two years above the EU average). More than 23 % of Italy’s 60 million inhabitants are aged 65 and older. This percentage is forecast to increase to over 27 % by 2030. To reach a capacity comparable to that of most other West European countries, Italy would need to double its current volume, which should represent approximately 400,000 additional beds in nursing and care homes. In Ireland, the proportion of people aged 65 or more is expected to grow at a substantially higher pace than other European countries by 2040. The bed capacity should grow by roughly one third of the current capacity, which amounts to 30,000 beds, to keep up with demand in the short term. In the United Kingdom, population over 85 is set to increase by 25 % until 2030. The country would require an additional 10,000 beds in nursing and care homes per year to 2050 to keep up with demand.
Budgetary constraints : a search for less costly solutions for society
At the same time, healthcare spending, whether in Belgium, France, the Netherlands, Germany, Spain, Finland, Italy, Ireland or the United Kingdom, accounts for a significant share of GDP. This share ranks between 6.5 % 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 10 largest private operators together account for about 20 % of the total number of beds. In Finland, private service providers account for more than a quarter of all social and health services. In Italy, the private sector represents 20 % of the beds and is expected to grow significantly over the coming years. In Ireland, the share of private operators is growing strongly and represents now more than two thirds of the total number of beds. In the United Kingdom, public operators represent only 6 % of the market, which is the smallest market share in Europe. Private operators operate more than 80 % of the beds. 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 operating today over 88,000 beds spread over 1,000 sites in seven countries. Or also, the acquisition of Armonea 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 regu- larly financed by the sale of real estate thus creating an appetite for healthcare real estate.
Investigations and inspections towards some healthcare operators
The publication of a book by a French journalist, about investiga- tions carried out in nursing and care homes in France, prompted investigations and inspections by the competent authorities of some operators active in the care of elderly people in France, and to some extent, in Belgium. Cofinimmo pleads for a rapid conclusion of these investigations and inspections, firstly in the interests of the residents concerned and their families, but also for the benefit of the entire sector dedicated to the care and support of the elderly. Cofinimmo is confident that the result of these investigations and inspections should lead to balanced measures that will strengthen the quality of life within healthcare facilities. The eects of these measures on the financial and non-financial indicators will, if neces- sary, be reflected in the group’s investment policy, in addition to the current acquisition procedures. As a reminder, as a regulated real estate company, Cofinimmo is in no way involved in the operation of the sites leased to healthcare operators. The occupancy rate is managed by the operator of the sites, and the rents are independent of the local occupancy rate or the financial performance, within the framework of long-term contracts (see page 74 for more details on diversification in terms of tenant and geography).
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 tari, 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.
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY BUILDING AGE (as at 31.12.2021 - at fair value)
| 0-5 years | 6-10 years | 11-15 years | > 15 years | |
|---|---|---|---|---|
| 28.4 % | 25.3 % | 26.3 % | 20.0 % |
35 MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
Healthcare system
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.# MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
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.
| Year of entry | Sub-segment | Share in the healthcare real estate portfolio | Facility type |
|---|---|---|---|
| 2005 | Cure centres | 12 % | Acute care clinics |
| 2008 | Rehabilitation clinics | ||
| 2012 | Psychiatric clinics | ||
| 2014 | Primary care | 3 % | Medical office buildings |
| 2019 | Care centres | 82 % | Nursing and care homes |
| 2020 | Assisted living | ||
| 2021 | Disabled care facilities | ||
| 2021 | Others | 3 % | Sport & wellness centres |
| 2021 |
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY TYPE OF ASSET (based on a fair value of 3,798 million EUR - in %)
COMMITTED INVESTMENT PROGRAMME IN HEALTHCARE REAL ESTATE
| Project Type (of works) | Number of beds | Surface area (in m²) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2021 | Total investments in 2022 | Total investments after 2022 (after works) |
|---|---|---|---|---|---|---|---|
| I. Ongoing development projects | |||||||
| Belgium | |||||||
| Genappe | Construction of a nursing and care home | 112 | 6,000 | Q3 2023 | 19 | 10 | 6 |
| Juprelle | Construction of a nursing and care home | 119 | 7,000 | Q3 2023 | 19 | 7 | 7 |
| Oudenburg | Construction of a nursing and care home | 68 | 4,500 | Q3 2023 | 11 | 2 | 3 |
| France | |||||||
| Villers-sur-Mer | Construction of a nursing and care home | 84 | 4,800 | Q4 2022 | 14 | 10 | 4 |
| Fontainebleau | Redevelopment of a nursing and care home | 100 | 1 | 6,500 | Q3 2023 | 17 | 6 |
| Revin | Construction of a rehabilitation clinic | 91 | 2 | 5,600 | Q4 2022 | 17 | 10 |
| The Netherlands | |||||||
| Rotterdam – Fundis | Demolition/Reconstruction of a nursing and care home and renovation of a rehabilitation centre | 135 | 11,000 | Q1 2022 | 25 | 23 | 1 |
| Hilversum | Construction of a care clinic | 5,500 | 2023 | 30 | 16 | 12 | |
| Germany | |||||||
| Leipzig | 3 | Construction of a nursing and care home | 132 | 7,200 | Q1 2022 | 19 | 0 |
| Spain | |||||||
| Cartagena (Murcia) | Construction of a nursing and care home | 180 | 7,000 | Q1 2022 | 13 | 13 | 0 |
| Castellón (Valencia) | Construction of a nursing and care home | 100 | 4,000 | Q3 2022 | 8 | 8 | 0 |
| Lérida (Catalonia) | Construction of a nursing and care home | 150 | 6,000 | Q2 2022 | 14 | 14 | 0 |
| Tarragone (Catalonia) | Construction of a nursing and care home | 170 | 6,800 | Q4 2022 | 15 | 11 | 4 |
| El Puerto de Santa María (Andalusia) | Redesign of a nursing and care home | 180 | 9,800 | Q2 2022 | 10 | 9 | 1 |
| Palma de Majorque (Balearic Islands) | Construction of a nursing and care home | 157 | 7,000 | Q2 2023 | 14 | 7 | 2 |
| Alicante (Valencia) | Construction of a nursing and care home | 150 | 7,300 | Q1 2024 | 13 | 5 | 2 |
| Oviedo (Asturias) | 4 | Construction of a nursing and care home | 144 | 6,500 | Q4 2023 | 11 | 0 |
| Elche (Valencia) | 4 | Construction of a nursing and care home | 150 | 6,000 | Q4 2023 | 8 | 0 |
| Castellón de la Plana (Valencia) | 4 | Construction of a nursing and care home | 136 | 5,600 | Q2 2024 | 11 | 0 |
| Finland | |||||||
| Turku | Construction of a nursing and care home | 43 | 2,200 | Q3 2022 | 12 | 9 | 3 |
| Ylöjärvi | Construction of a nursing and care home | 35 | 1,500 | Q3 2022 | |||
| Turku | Construction of a nursing and care home | 68 | 3,700 | Q3 2022 | 15 | 7 | 8 |
| Helsinki | Construction of a nursing and care home | 83 | 3,900 | Q1 2023 | 19 | 8 | 9 |
| Rovaniemi | Construction of a nursing and care home | 57 | 2,700 | Q3 2022 | 8 | 4 | 4 |
| Kuopio | Construction of a nursing and care home | 75 | 4,200 | Q2 2023 | 17 | 6 | 8 |
| II. Total investment properties | 358 | 184 | 134 | 41 | |||
| Belgium | |||||||
| Louvain/Leuven | 5 | Construction of an extension adjacent to an existing nursing and care home with assisted-living units | 90 | 6,500 | Q1 2022 | 15 | 0 |
| Germany | |||||||
| North Rhine- Westphalia | Development of 9 eco-friendly healthcare campuses | 1,200 | 100,000 | 2022-2023 | 270 | 21 | 56 |
686 million EUR
COMMITTED INVESTMENTS IN EUROPE (RE)DEVELOPMENT PROJECTS
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. The group has an experienced team which includes financial, technical and legal expertise, and is abreast of the latest developments in healthcare real estate. 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.
- Corresponds to 90 beds and 10 day-care units.
- Corresponds to 81 beds and 10 day-care units.
- Project delivered after 31.12.2021.
- Event occurred after 31.12.2021.
- In theory recognised in the Cofinimmo accounts as a finance lease.
| Project Type (of works) | Number of beds | Surface area (in m²) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2021 | Total investments in 2022 | Total investments after 2022 (after works) |
|---|---|---|---|---|---|---|---|
| Spain | |||||||
| Sarriguren (Navarre) | 1 | Construction of a nursing and care home | 167 | 8,500 | Q1 2022 | 34 | 14 |
| Vallecas (Madrid) | Construction of a nursing and care home | 138 | 5,900 | Q2 2022 | |||
| Vicálvaro (Madrid) | Construction of a nursing and care home | 132 | 5,500 | Q1 2023 | |||
| Jaén (Andalusia) | Construction of a nursing and care home | 160 | 6,700 | Q1 2024 | 9 | 1 | 4 |
| Total investment properties, non-current financial assets, finance lease receivables and associates | 686 | 221 | 227 | 238 |
| 1. Project delivered after 31.12.2021. |
| 18 | 21 | Average: 16 | 3 | 10 | 17 | * (ES - 21, FI - 18, IE - 14, IT - 8, UK - 35) |
WEIGHTED AVERAGE RESIDUAL LEASE LENGTH BY COUNTRY
UNTIL THE FIRST BREAK (as at 31.12.2021 - in number of years)
France
The Netherlands
Others*
Belgium
Germany
25
20
15
10
5
0
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY OPERATOR-TENANT (as at 31.12.2021 - in contractual rents of 199 million EUR - in %)
48.7 % OTHERS
23.2 % KORIAN
13.7 % COLISÉE
9.5 % ORPEA
4.9 % STELLA VITALIS
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, Spain, Finland, Italy, Ireland and the United Kingdom;
* by operator-tenant: Cofinimmo has almost 60 healthcare operators in its client-tenant database;
* by asset type: the group’s healthcare real estate portfolio includes nursing and care homes, assisted-living units, rehabilitation clinics, psychiatric clinics, medical office buildings, care centres for the elderly or 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 similar sites and provides an evaluation of the risk associated with acquiring new units.
COFINIMMO’S HEALTHCARE REAL ESTATE IN EUROPE
THE NETHERLANDS
11 % OF THE PORTFOLIO
187,000 m² SURFACE AREA
99.7 % OCCUPANCY RATE
46 ASSETS
BELGIUM
42 % OF THE PORTFOLIO
592,000 m² SURFACE AREA
100 % OCCUPANCY RATE
88 ASSETS
FRANCE
12 % OF THE PORTFOLIO
230,000 m² SURFACE AREA
99.5 % OCCUPANCY RATE
53 ASSETS
IRELAND
2 % OF THE PORTFOLIO
39,000 m² SURFACE AREA
100 % OCCUPANCY RATE
7 ASSETS
UNITED KINGDOM
2 % OF THE PORTFOLIO
9,500 m² SURFACE AREA
100 % OCCUPANCY RATE
3 ASSETS
SPAIN
6 % OF THE PORTFOLIO
104,000 m² SURFACE AREA
100 % OCCUPANCY RATE
17 ASSETS
FINLAND
2 % OF THE PORTFOLIO
6,800 m² SURFACE AREA
100 % OCCUPANCY RATE
2 ASSETS
GERMANY
17 % OF THE PORTFOLIO
294,000 m² SURFACE AREA
100 % OCCUPANCY RATE
44 ASSETS
ITALY
5 % OF THE PORTFOLIO
65,000 m² SURFACE AREA
100 % OCCUPANCY RATE
6 ASSETS
BELGIUM
155 million EUR INVESTMENTS IN 2021
4 ONGOING DEVELOPMENT PROJECTS
88 SITES IN OPERATION
11,000 BEDS
Nursing and care home - Juprelle
In 2021, Cofinimmo acquired a plot of land in Juprelle (prov- ince of Liège/Luik) where a 119-bed nursing and care home of approximately 7,000 m² will be built within the framework of a turnkey project. The use of modern and sustainable materials as well as the latest techniques will help reduce the carbon footprint of this building considerably. With this development project, the company meets the growing demand in the region for additional and modern residential care capacity for dependent elderly people.
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In Belgium, Cofinimmo holds investments properties in healthcare real estate for a fair value of 1.6 billion EUR, and 21 million EUR in participations in associates.# MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 Louvain /Leuven | Construction of an extension adjacent to an existing care complex (turnkey) ongoing | 6,500 m | 90 | VZW Home Vogelzang | Triple net | 27 | 15 | |
| 2 Genappe | Construction of a nursing and care home (turnkey) ongoing | > 6,000 m | 112 | Korian Belgium | Triple net | 28 | 19 | |
| 3 Clos Régina Brussels | Nursing and care home | 2010 | 5,800 m | 100 | Care-Ion | Triple net | 27 | 103 |
| 4 Monterey Brussels | Nursing and care home | 2020 | 5,100 m | 90 | Care-Ion | Triple net | ||
| 5 Chant des oiseaux Bassenge | Nursing and care home | 2019 | 3,300 m | 82 | Care-Ion | Triple net | ||
| 6 Serenitas Palace Grâce-Hollogne | Nursing and care home | 2019 | 6,900 m | 129 | Care-Ion | Triple net | ||
| 7 Résidence de Wégimont Soumagne | Nursing and care home | 2018 | 4,300 m | 83 | Care-Ion | Triple net | ||
| 8 Juprelle | Construction of a nursing and care home (turnkey) ongoing | 7,000 m | 119 | Korian Belgium | Triple net | 28 | 19 | |
| 9 Oudenburg | Construction of a nursing and care home (turnkey) ongoing | 4,500 m | 68 | Korian Belgium | Triple net | 20 | 11 | |
| 10 Clos de la Rivelaine Charleroi | Nursing and care home with 6 assisted-living apartments | 2021 | 5,500 m | 99 | Korian Belgium | Triple net | 20 | 18 |
| DISPOSALS | ||||||||
| 11 Ten Prins Brussels | Nursing and care home | 2011 | 3,300 m | 99 |
Nursing and care home - Fontainebleau
In 2021, Cofinimmo acquired a nursing and care home (EHPAD) in Fontainebleau. The existing building will be redeveloped and the construction of a new wing is also planned. After completion of the works, the complex will have a total surface area of approximately 6,500 m and will offer 90 beds and 10 day-care units. It will combine the advantages of a traditional nursing and care home with an architecture and an operating mode that were entirely designed for patients suffering from Alzheimer’s disease.
FRANCE
- 74 million EUR INVESTMENTS IN 2021
- 3 ONGOING DEVELOPMENT PROJECTS
- 53 SITES IN OPERATION
- 4,200 BEDS
In France, Cofinimmo holds investment properties in healthcare real estate for a fair value of 456 million EUR, finance lease receivables for 21 million EUR and 51 million EUR in participations in associates.
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 Nouvel Azur Saint-Pierre-du-Regard (Orne) | Assisted-living units | 2013 | 4,100 m | 68 | DomusVi | Double net | 12 | 44 |
| 2 Grand Jardin Sap-en-Auge (Orne) | Nursing and care home | 1992/2017 | 2,100 m | 50 | DomusVi | Double net | ||
| 3 Les Ondines Grandcamp- Maisy (Calvados) | Nursing and care home | 2004/2018-2019 | 2,800 m | 64 | DomusVi | Double net | ||
| 4 Vallée d’Auge Dozulé (Calvados) | Nursing and care home | 2003/2019 | 3,500 m | 78 | DomusVi | Double net | ||
| 5 Villers-sur-Mer (Calvados) | Development project of a nursing and care home ongoing | 4,800 m | 84 | DomusVi | Double net | |||
| 6 Villa Baucis - Fontainebleau | Redevelopment of a nursing and care home (EHPAD) ongoing | 6,500 m | 100 | Villa Baucis | Double net | 12 | 17 | |
| 7 Résidence Le Tilleul Chanteloup-les-Vignes | Nursing and care home | 2007/2018 | 6,300 m | 98 | DomusVi | Double net | 12 | 17 |
| 8 Revin | Construction of an aftercare and rehabilitation clinic (SSR) ongoing | 5,600 m | 91 | ORPEA | Double net | 12 | 17 | |
| DISPOSALS | ||||||||
| 9 Jassans-Riottier Gleteins | Aftercare and rehabilitation clinic (SSR) | 1994 | 2,500 m | 65 |
Care complex - Hattem
Cofinimmo acquired the healthcare complex Hof van Blom in Hattem, which was delivered in December 2021. This complex of approximately 5,200 m is located in a residential care zone, where residents live as independently as possible and where particular attention is being paid to quality of life and sustainability. It will obtain at least an A-level energy label. Hof van Blom consists of three wings where specific care services are provided: a nursing and care home with 32 beds, a wing with 22 assisted-living units and a general practice. By bringing together different facets of healthcare on one site, this complex is an example of how the healthcare sector of the future will be shaped.
THE NETHERLANDS
- 80 million EUR INVESTMENTS IN 2021
- 2 ONGOING DEVELOPMENT PROJECTS
- 46 SITES IN OPERATION
- 1,400 BEDS
In the Netherlands, Cofinimmo holds a healthcare real estate portfolio for a fair value of 434 million EUR.
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 Monnikenberg Hilversum | Construction of a nursing and care home on a care campus ongoing | > 5,500 m | n/a | Tergooi | Triple net | 20 | 30 | |
| 2 Beugen | Medical office building | 2011 | 4,250 m | n/a | Stichting Pantein | Double net | 10 | 12 |
| 3 De Parallel Nijverdal | Nursing and care home | 2006 | 4,000 m | 45 | ZorgAccent | Double net | 6 | 23 |
| 4 De Blenke / Duivencate Hellendoorn | Nursing and care home | 2010 | 11,000 m | 122 | ZorgAccent De Twentse Zorgcentra | Double net | 5 | |
| 5 Hof van Blom Hattem | Care complex | 2021 | 5,200 m | 54 | Het Baken Maatschap Huisartsen- praktijk Hof van Blom Beter Thuis Wonen | Double net | 14 | 13 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 6 Rivierenbuurt The Hague | Nursing and care home | 2021 | < 5,400 m | 87 | Stichting Haagse Wijk- en Woonzorg | Double net | 15 |
GERMANY
- 41 million EUR INVESTMENTS IN 2021
- 9 ONGOING DEVELOPMENT PROJECTS
- 44 SITES IN OPERATION
- 4,500 BEDS
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 Leipzig | Construction of a nursing and care home 2022 | < 7,200 m | 132 | Azurit Rohr GmbH | Dach und Fach 1 | 25 | 19 | |
| 2 Celenus Klinik an der Salza Bad Langensalza | Rehabilitation clinic | 1998 | > 11,000 m | 206 | ORPEA | Dach und Fach 1 | 15 | 22 |
| 3 Domherrengarten Haus I Essenheim | Nursing and care home | 2007 | 5,900 m | 152 | Alloheim Senioren- Residenzen SE | Dach und Fach 1 | 16 | 39 |
| 4 Domherrengarten Haus II Essenheim | Nursing and care home | 2014 | 3,400 m | 60 | Alloheim Senioren- Residenzen SE | Dach und Fach 1 | 5 | |
| 5 Senioren-Zentrum Bruch mühlbach Bruch mühlbach- Miesau | Nursing and care home | 2010 | 4,700 m | 90 | ORPEA Deutschland | Dach und Fach 1 | 1 | 2 |
In Germany, Cofinimmo holds a healthcare real estate portfolio for a fair value of 654 million EUR and 21 million EUR in associates (investments and receivables).
Nursing and care home - Leipzig
In 2021, Cofinimmo signed an agreement to acquire a nursing and care home under construction in Leipzig. The building offers 132 beds spread over a surface area of almost 7,200 m. Thanks to the good orientation of the compact new construction and external sun blinds, the building will require minimal heating and cooling energy. The use of natural light as well as LED lighting will also result in an excellent energy performance. Moreover, the building will be connected to a district heating system making it free of fossil fuels. Finally, to promote sustainable mobility, the building will be equipped with bicycle parking spaces and charging stations for electric vehicles.
SPAIN
- 223 million EUR INVESTMENTS IN 2021
- 11 ONGOING DEVELOPMENT PROJECTS
- 17 SITES IN OPERATION
- 2,700 BEDS
Cofinimmo entered Spain in September 2019, where it already holds a healthcare real estate portfolio for a fair value of 240 million EUR, to which were added 46 million EUR of finance lease receivables and 16 million EUR of prepayments in non-current financial assets.
Nursing and care home - Palma de Mallorca
In 2021, Cofinimmo acquired a plot of land in Palma de Mallorca (autonomous community of the Balearic Islands) where a new 157-bed nursing and care home of more than 7,000 m will be built. The building will have an A-level energy label and every effort is being made to achieve a BREEAM Excellent certification. The architecture of the building has been subjected to a quality control in order to assess it respects the environment while complying with local tradition and heritage values of the Balearic architecture. Cofinimmo is currently working on several development projects in Spain for which BREEAM Very Good or Excellent certifications are aimed. In 2021, the company was the first to obtain a BREEAM Excellent certification in Spain, for the new nursing and care home in Oleiros. A BREEAM Very Good certification was also granted to the site in Vigo, both of which are located in the autonomous community of Galicia.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| 1 Mont Marti Barcelona | Nursing and care home | 1995/2008 | 6,800 m² | 170 | DomusVi | Triple net | 21 | 150 |
| 2 Regina Barcelona | Nursing and care home | 1997 | 7,300 m² | 177 | DomusVi | Triple net | ||
| 3 Can Buxeres Barcelona | Nursing and care home | 2005 | 6,000 m² | 178 | DomusVi | Triple net | ||
| 4 Arroyo Valladolid | Nursing and care home | 2013 | 9,200 m² | 235 | DomusVi | Triple net | ||
| 5 La Salut Josep Barcelona | Nursing and care home | 2002 | 4,400 m² | 144 | DomusVi | Triple net | ||
| 6 Monte Arse Valencia | Nursing and care home | 1985/2001 | 5,500 m² | 149 | DomusVi | Triple net | ||
| 7 Terraferma Lérida | Nursing and care home | 1995/2001 | 4,000 m² | 137 | DomusVi | Triple net | ||
| 8 Villaralbo Zamora | Nursing and care home | 2007 | 7,000 m² | 169 | DomusVi | Triple net | ||
| 9 Fuentesol Malaga | Nursing and care home | 1997/2006 | 6,100 m² | 146 | DomusVi | Triple net | ||
| 10 Monte Jara Huelva | Nursing and care home | 1994/2002 | 6,100 m² | 160 | DomusVi | Triple net | ||
| 11 Monte Val Ciudad Real | Nursing and care home | 1998 | 5,700 m² | 146 | DomusVi | Triple net | ||
| 12 Can Carbonell Mallorca | Nursing and care home | 2007 | 5,600 m² | 120 | DomusVi | Triple net | 25 | |
| 13 Ciudad de Mostoles Madrid | Nursing and care home | 2005 | 8,500 m² | 180 | DomusVi | Triple net | ||
| 14 Costa d’en Blanes Mallorca | Nursing and care home | 2007 | 5,400 m² | 120 | DomusVi | Triple net | ||
| 15 Capdepera Mallorca | Nursing and care home | 2007 | 5,500 m² | 120 | DomusVi | Triple net | ||
| 16 Sierra de las Nieves Malaga | Nursing and care home | 2005 | 4,100 m² | 126 | DomusVi | Triple net | ||
| 17 Rosario Madrid | Nursing and care home | 2000 | 4,800 m² | 112 | DomusVi | Triple net | ||
| 18 Monte Alto Cadix | Nursing and care home | 1992/2018 | 5,700 m² | 157 | DomusVi | Triple net | ||
| 19 Palma de Mallorca | Construction of a nursing and care home ongoing | 7,000 m² | 157 | Clece | Double net | 25 | 14 | |
| 20 Bilbao | Nursing and care home | 2021 | 4,500 m² | 104 | ORPEA | Double net | 15 | 9 |
| 21 Alicante | Construction of a nursing and care home ongoing | 7,300 m² | 150 | Solimar | Triple net | 25 | 13 | |
| 22 Sarriguren Navarra | Nursing and care home ongoing | 8,500 m² | 167 | Amavir | Double net | 25 | 34 | |
| 23 Vallecas Madrid | Construction of a nursing and care home ongoing | 5,900 m² | 138 | Amavir | Double net | 24 | ||
| Vicálvaro Madrid | Construction of a nursing and care home ongoing | 5,500 m² | 132 | Amavir | Double net | 25 | ||
| Jaén | Construction of a nursing and care home ongoing | 6,700 m² | 160 | Amavir | Double net | 25 |
PROVISIONAL ACCEPTANCES
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) | |
|---|---|---|---|---|---|---|---|---|---|
| 26 | Vigo Galice | Nursing and care home | BREEAM Very Good | 2021 | 5,000 m² | 140 | Clece | Double net | 25 |
| 27 | Oleiros Galice | Nursing and care home | BREEAM Excellent | 202 | 5,700 m² | 140 | Clece | Double net | 25 |
Acquisition of land reserves
In 2021, Cofinimmo also acquired land reserves in Murcia, Maracena and Valladolid.
MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
Nursing and care home - Kuopio
In 2021, Cofinimmo acquired a 75-bed nursing and care home under construction in Kuopio. The building will consist of two separate wings and have a total surface area of approximately 4,200 m². It will increase the supply in premium nursing and care homes dedicated to light to moderate care in Finland. The site is located in Maljalahti, a newly-built residential area based in a unique location on the shore of the Kallavesi lake. The combination of wood-aluminium windows equipped with blinds, thermal insulation of the external walls and district heating will help reduce the energy intensity of the building, for which at least a B-level energy performance is aimed.
FINLAND
- million EUR INVESTMENTS IN 2021: 52
- ONGOING DEVELOPMENT PROJECTS: 6
- SITES IN OPERATION: 2
- BEDS: 70
| Achievements in 2021 | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| 1 Turku | Construction of a nursing and care home ongoing | 2,200 m² | 43 | Ikifit Oy | Double net | 15 | 12 | |
| 2 Ylöjärvi | Construction of a nursing and care home ongoing | 1,500 m² | 35 | Ikifit Oy | Double net | |||
| 3 Turku | Construction of a nursing and care home ongoing | 3,700 m² | 68 | Nonna Group Oy | Double net | 20 | 15 | |
| 4 Helsinki | Construction of a nursing and care home ongoing | 3,900 m² | 83 | Attendo | Double net | 15.5 | 19 | |
| 5 Rovaniemi | Construction of a nursing and care home ongoing | 2,700 m² | 57 | Nonna Group Oy | Double net | 20 | 8 | |
| 6 Kuopio | Construction of a nursing and care home ongoing | 4,200 m² | 75 | Nonna Group Oy | Double net | 20 | 17 |
| PROVISIONAL ACCEPTANCES | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) | |
|---|---|---|---|---|---|---|---|---|
| 7 Vaasa | Medical center | 2021 | 4,200 m² | n/a | Mehiläinen | Double net | 20 | 8 |
| 8 Vantaa | Nursing and care home | 2021 | 2,600 m² | 68 | Esperi Care Oy | Double net | 15 |
Cofinimmo entered Finland in November 2020, where it already holds a healthcare real estate portfolio for a fair value of 67 million EUR.
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Cofinimmo entered Ireland in January 2021, where it already holds a healthcare real estate portfolio for a fair value of 89 million EUR.
Start of activities in Ireland
In January 2021, Cofinimmo acquired a portfolio of seven premium healthcare sites in Ireland, where the nursing home sector is less equipped than most other European countries. The current supply does not meet the increasing demand for high-quality elderly care facilities. The bed capacity should grow by roughly one third of the current capacity to keep up with demand in the short term. Additionally, a substantial part of the existing facilities will have to be renovated to meet modern comfort and safety norms. Thanks to its deep knowledge of European healthcare real estate and its almost 40 years of experience in developing and improving high-quality real estate assets, Cofinimmo will be able to actively participate in the expansion and upgrade of the Irish healthcare property.
IRELAND
- million EUR INVESTMENTS IN 2021: 94
- SITES IN OPERATION: 7
- BEDS: 500
| Achievements in 2021 | Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Castlemanor Cavan | Nursing and care home | 2007 | 8,500 m² | 71 | DomusVi | Triple net | 15 | 89 |
| 2 | St Peters Louth | Nursing and care home | 2002 | 2,500 m² | 69 | DomusVi | Triple net | 3 | |
| 3 | Gormanston Wood Meath | Nursing and care home | 2000 | 10,500 m² | 89 | DomusVi | Triple net | ||
| 4 | St Doolaghs Dublin | Rehabilitation clinic | 2001 | 7,000 m² | 72 | DomusVi | Triple net | ||
| 5 | Anovocare Dublin | Nursing and care home | 2016 | 5,000 m² | 89 | DomusVi | Triple net | ||
| 6 | Suncroft Lodge Kildare | Nursing and care home | 2000 | 4,000 m² | 60 | DomusVi | Triple net | ||
| 7 | Foxrock Dublin | Nursing and care home | 1999 | 2,000 m² | 41 | DomusVi | Triple net |
Rehabilitation clinic St Doolaghs – Dublin © DomusVi
MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
Start of activities in Italy
In 2021, Cofinimmo entered the healthcare real estate sector in Italy by investing in two funds owning six nursing and care homes in northern Italy. Together, they represent 1,127 beds and a total surface area of approximately 65,000 m². The weighted average lease term for those assets is eight years. Italy enjoys the second highest life expectancy at birth in the European Union after Spain. However, its nursing home bed capacity is one of the lowest in Europe. To reach a capacity comparable to that of most other West European countries, Italy would need to double its current volume. Thanks to its deep knowledge of European healthcare real estate and its nearly 40 years of experience in developing and improving high-quality real estate assets, Cofinimmo will be able to actively participate in the expansion and upgrade of the Italian healthcare property portfolio, while consolidating its leadership position in European healthcare real estate.
ITALY
- million EUR INVESTMENTS IN 2021: 191
- SITES IN OPERATION: 6
- BEDS: 1,100
| Achievements in 2021 | Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Bollate | Nursing and care home | 2003 | 7,200 m² | 147 | KOS | Double net | 9 | 190 |
| 2 | Faustino 21 - Milan | Nursing and care home | 2002 | 7,600 m² | 150 | KOS | Double net | ||
| 3 | Faustino 27 - Milan | Nursing and care home + a dialysis unit | 2002 | 12,600 m² | 220 | KOS | Triple net | ||
| 4 | Ippocrate - Milan | Nursing and care home | 2005 | 15,400 m² | 276 | Korian | Double net | ||
| 5 | Monza - Milan | Nursing and care home | 1996 | 9,200 m² | 150 | Korian | Double net | ||
| 6 | Padua - Padua | Nursing and care home | 1999 | 12,900 m² | 184 | Codess Sociale | Triple net |
Nursing and care home Ippocrate 18 – Milan
Cofinimmo entered Italy in May 2021, where it already holds a healthcare real estate portfolio for a fair value of 190 million EUR.
Start of activities in United Kingdom
In July 2021, Cofinimmo acquired three recent premium nursing and care homes in the United Kingdom. The energy consumption of the three buildings is relatively low. The United Kingdom has one of the largest nursing and care home landscapes in Europe, but the sector remains highly fragmented. In total, 78 % of the nursing and care home beds are in properties that originally were not built with care use in mind or are more than 20 years old. Based on current rates of occupation, the rise in dementia, and the high levels of co-morbidity amongst older people, the United Kingdom would require an additional 10,000 nursing and care home beds per annum to 2050 to keep up with demand. Not only is there a need for a higher quantity of nursing and care home beds, but quality issues of the current stock need to be addressed urgently.# MANAGEMENT REPORT
HEALTHCARE REAL ESTATE
67 million EUR INVESTMENTS IN 2021
3 SITES IN OPERATION
200 BEDS
Achievements in 2021
| Asset name / location | Type of works/ Type of asset | Year built / renovated | Surface area | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price /Investment budget (in million GBP) |
|---|---|---|---|---|---|---|---|---|
| 1 Ferrars Hall Huntingdon | Nursing and care home | 2016 | 3,200 m² | 66 | County Court Care | Triple net | 35 | 57 |
| 2 Lakeview Lodge Milton Keynes | Nursing and care home | 2017 | 3,200 m² | 66 | County Court Care | Triple net | 3 | - |
| 3 Oakview Lodge Welwyn Garden City | Nursing and care home | 2018 | 3,100 m² | 64 | County Court Care | Triple net | - | - |
Oakview Lodge – Welwyn Garden City
1.
2.
3.
Cofinimmo entered the United Kingdom in July 2021, where it already holds a healthcare real estate portfolio for a fair value of 69 million EUR.
UNITED KINGDOM
PROPERTY OF DISTRIBUTION NETWORKS
9 % OF THE CONSOLIDATED PORTFOLIO
530 million EUR FAIR VALUE OF THE PORTFOLIO
98.5 % OCCUPANCY RATE
12 years WEIGHTED AVERAGE RESIDUAL LEASE LENGTH
362,000 m² SURFACE AREA
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 therefore has relatively little influence on their sustainability in this phase. Throughout the term of the lease, however, asset arbitrage is particularly important to ensure sustainability. Cofinimmo’s influence is in this case dependent 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 urban cohesion. Finally, it favours the use of modern techniques and sustainable materials to reduce the carbon footprint of buildings during works on the exterior shell 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 carry out 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. The latter must therefore bear the 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.
Cofinimmo’s property of distribution networks portfolio consists of pubs and restaurants leased to the AB InBev brewery group (Pubstone) and insurance agencies leased to the MAAF insurance company (Cofinimur I). These portfolios, acquired in 2007 and 2011 through sale & leaseback transactions, generate long-term revenues. In 2021, Cofinimmo invested 5 million EUR and disposed for 49 million EUR¹.
¹. In 2021, two assets have been allocated to the ‘Other (Belgium)’ distribution networks real estate segment. These are the Tenreuken land reserve in Brussels and the federal police station at Kroonveldlaan 30 in Dendermonde, together representing 6 % of the property of distribution networks portfolio.
PROPERTY OF DISTRIBUTION NETWORKS
Pubstone : pubs and restaurants
At the end of 2007, Cofinimmo acquired, within the framework of a property partnership, the entire portfolio of pubs and restaurants, 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 six people, excluding support services, who work in portfolio management (property management). There is only one team member in the Netherlands.
ACHIEVEMENTS IN 2021
- Sale of 21 cafés and restaurants
In 2021, Cofinimmo sold 21 pubs and restaurants (19 located in Belgium and 2 located in the Netherlands) through its subsidiaries Pubstone and Pubstone Properties, which had been vacated by AB InBev, for a total amount of approximately 5 million EUR, an amount higher than the fair value of the assets before the conclusion of the agreements. - Technical interventions and renovation projects
In 2021, the property and project management operational teams supervised 359 technical interventions on the portfolio of cafés and restaurants (327 in Belgium and 32 in the Netherlands). They also managed 214 renovation projects (186 in Belgium and 28 in the Netherlands), for a total amount of approximately 4.5 million EUR. This consisted primarily of façade and roofing renovations.
81 % OF THE PROPERTY OF DISTRIBUTION NETWORKS PORTFOLIO
430 million EUR FAIR VALUE OF THE PORTFOLIO
99.6 % OCCUPANCY RATE
14 years RESIDUAL LEASE LENGTH
311,000 m² SURFACE AREA
889 ASSETS
MAIN RENOVATION PROJECTS IN 2021
| Location | Type of works |
|---|---|
| Belgium | |
| Le Grand Café Boulevard Anspachlaan Brussels | Renovation of façade and canopy |
| Le Chandelier d’Or Place Royale 1 Spa | Renovation of façades and roofs & insulation |
| The Celtic Towers Irish Pub Sint-Michielshelling 5-6 - Gent/Gand | Renovation of roof and painting of woodwork |
| Brasserie Midi Koophandelsplein 34 Gent/Gand | Renovation of roofs and façades |
| The Netherlands | |
| Karrenstraat 28 Den Bosch | Renovation of roofs |
| Molenstraat 43 Veghel | Painting of façade |
76 % BELGIUM
24 % THE NETHERLANDS
Cofinimur I : insurance agencies
13 % OF THE PROPERTY OF DISTRIBUTION NETWORKS PORTFOLIO
70 million EUR FAIR VALUE OF THE PORTFOLIO
92 % OCCUPANCY RATE
3 years RESIDUAL LEASE LENGTH
41,000 m² SURFACE AREA
190 ASSETS
In December 2011, Cofinimmo acquired, for its Cofinimur I subsidiary, a portfolio of commercial agencies from the MAAF insurance 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 four people responsible for managing the portfolio.
ACHIEVEMENTS IN 2021
- Partial disposal of the Cofinimur I portfolio
On 01.01.2021, the Cofinimur I property of distribution networks port- folio in France had 266 sites. As at 30.06.2021, it still consisted of 265 sites, corresponding to a total surface area of 57,178 m² and a fair value of 111 million EUR. On 23.09.2021, Cofinimmo announced to have signed private agreements regarding the future disposal, in the course of Q4 2021 and under certain conditions, of part of Cofinimur I. The sale of these Cofinimur I assets, which occurred in several transactions and with different buyers, is fully in line with Cofinimmo’s strategy in the property of distribution networks segment. As at 31.12.2021, the fair value of the 76 sites already sold amounts to 41 million EUR. The sale price is in line with the last fair value determined by Cofinimmo’s independent real estate valuers, prior to the conclusion of the agreements. The largest transaction, for example, involved 31 assets for a sale price of approximately 26 million EUR.The current status of the disposals is as follows :
| Location | Number of assets for which a private agreement has been signed | Fair value of assets for which a private agreement has been signed (x 1,000,000 EUR) | Number of assets already sold | Fair value of financial assets and liabilities (x 1,000,000 EUR) | Total number of assets already sold or being sold |
|---|---|---|---|---|---|
| 01.01.2021 to 30.06.2021 | 0 | 0 | 1 | 0 | 1 |
| Movements according to the announcement of 23.09.2021 | 64 | 35 | 10 | 5 | 74 |
| Net movements in the third quarter of 2021, after the announcement on 23.09.2021 | 2 | 2 | 1 | 0 | 3 |
| Sub-total as at 30.09.2021 | 66 | 37 | 12 | 6 | 78 |
| Net movements after 30.09.2021 | -38 | -26 | 39 | 27 | 1 |
| Sub-total according to the quarterly press release on 27.10.2021 | 28 | 10 | 51 | 32 | 79 |
| Net movements 28.10.2021 - 31.12.2021 | -18 | -7 | 25 | 9 | 7 |
| Sub-total as at 31.12.2021 | 10 | 3 | 76 | 41 | 86 |
| Net movements after 31.12.2021 | -3 | -1 | 20 | 14 | 17 |
| TOTAL AS AT 31012022 | 7 | 2 | 96 | 55 | 103 |
Renovation and construction projects
In 2021, the MAAF Group renovated 18 insurance agencies, fulfilling its contractual obligations.
59 MANAGEMENT REPORT PROPERTY OF DISTRIBUTION NETWORKS
PUBLIC-PRIVATE PARTNERSHIPS
Courthouse – Antwerp (BE)
60 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 is dependent 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 specifi- cations. Thus, Cofinimmo contributes to the financing of a public need. The day-to-day management of assets is not under its oper - ational 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 oce segment help comply with the strict provisions and requirements of the contract. All this influence enables Cofinimmo to fully carry out its corpor- ate 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 mainten- ance 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. 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 author - ity has the option to purchase the property or to transfer owner- ship free of charge. Cofinimmo therefore does not have perpetual ownership of these assets and, as a result, they are included under the ‘finance lease receivables’ heading in the balance sheet for 85.8 million EUR as at 31.12.2021.
ASSETS IN OPERATION IN THE PPP PORTFOLIO AS AT 31122021
| Property | Surface area | Accounting procedure |
|---|---|---|
| Courthouse – Antwerp | 72,132 m² | Finance lease |
| Prison – Leuze-en-Hainaut | 28,316 m² | Finance lease |
| Fire station – Antwerp | 23,323 m² | Finance lease |
| Police station – Termonde/Dendermonde | 9,645 m² | Normal lease (see page 57) |
| Student housing Nelson Mandela – Brussels (Ixelles/Elsene) | 8,088 m² | Finance lease |
| Police station – HEKLA zone | 3,800 m² | Finance lease |
| Student housing Depage – Brussels (Ixelles/Elsene) | 3,196 m² | Finance lease |
Cofinimmo invests in special-use buildings in Belgium through public-private partnerships (PPPs). It thus contributes to the renovation and improvement of public and parapublic real estate assets. To date, the PPP portfolio consists of seven assets in operation.
61 MANAGEMENT REPORT PUBLICPRIVATE PARTNERSHIPS
OFFICES
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY GEOGRAPHICAL AREA (as at 31.12.2021 – at fair value of 1,381 million EUR – in %)
24 % OF THE CONSOLIDATED PORTFOLIO
1.4 billion EUR FAIR VALUE OF THE PORTFOLIO
93.7 % OCCUPANCY RATE
62 ASSETS
491,000 m² SURFACE AREA
- 7 % BRUSSELS PERIPHERY
- 24 % BRUSSELS DECENTRALISED
- 58 % BRUSSELS CBD
- 11 % ANTWERP AND OTHER REGIONS
62 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Oces strategy
Since it was established in 1983, Cofinimmo has been an important player in the Brussels oce 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 almost 40 years. Specifically, Cofinimmo’s sta is well-versed in the A to Z management of major projects encompassing the design, construction, renovation, reconversion and development of sites, with the goal of either renting or selling. It is an expert in every aspect of the life cycle of buildings. This know-how has expanded from oces to encompass healthcare real estate, prop- erty of distribution networks and PPPs, which take advantage of the synergies thus created. In parallel to the development of the healthcare real estate segment, Cofinimmo is focusing on the rebalancing of its oce 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 oce portfolio should ideally remain above 1 billion EUR. As an important player in Brussels’ office sector for almost 40 years, Cofinimmo draws on its accumulated experience in the sector to dynamically and proactively manage its portfolio of office buildings. Rental management, developments adapted to new working methods, renovation and conversion programmes, and asset arbitrage are carried out with a long-term view.
Oce building with a medical center
Trône/Troon 100 – Brussels CBD (BE)
63 MANAGEMENT REPORT OFFICES
Quartz oce building – Brussels CBD (BE)
ESG
In the day-to-day management of its oce portfolio, Cofinimmo pursues one of its primary objectives, which is to adopt a sustain- able and environmental approach. Cofinimmo’s ESG strategy was first influenced by the European and national or even regional regulatory frameworks. Wishing to be proactive, Cofinimmo has gone further and has demonstrated agility by incorporating new requirements facilitating adaptation to these regulations. During an acquisition in particular, Cofinimmo’s influence can be decisive. It assesses the need for the redevelopment of a project so as to keep the building up to standard over the long term. During the selection of projects, it considers the location and in particular the accessibility of the site using sustainable transport. Of course, Cofinimmo adopts a life cycle approach for the tech- nical management of buildings. When an oce building reaches the end of its life, the construction is recycled. In central locations in Brussels, where demand for oces is high, the building is thor- oughly renovated. For less central sites, a study is carried out on the possible reconversion of the building. Thus, Cofinimmo endeavours to best respond to the changing needs of oce users in terms of the 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 endeav- ouring to limit and reuse waste from project sites. The day-to-day management of oce buildings is also a real source of leverage in the sustainable development 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 signing of agreements with green energy suppliers is intended to reduce the carbon footprint of buildings. Energy data management software processes the consumption figures (water, gas, electricity and waste) for all the communal spaces of oce buildings under operational control, as well as the private consumption voluntarily provided by the dierent tenants. Using this tool helps to identify possible sources of savings and to measure the impact of the investments made. Through the installation of meters that can be read remotely, the whole portfolio of oces under operational control is connected to the energy accounting software in real time. Through these areas of focus, Cofinimmo wishes to fully carry out its corporate and environmental responsibility.
64 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
THE BRUSSELS OFFICE RENTAL MARKET
Information on the oce rental market is included in the chapter ‘Market commentary’ (see pages 158 to 165) of this document.
THE BRUSSELS OFFICE INVESTMENT MARKET
Information on the Brussels oce investment market can be found in the chapter ‘Market commentary’ (see pages 158 to 165) of this document.# MANAGEMENT REPORT
OFFICES
Strategy implementation
CONTRIBUTION OF THE OFFICE PORTFOLIO INTO A SUBSIDIARY
On 29.10.2021, Cofinimmo contributed its office branch to a wholly-owned subsidiary called Cofinimmo Offices SA/NV. This spin-off stems naturally from the strategy of refocusing on the Brussels CBD, initiated in mid-2018 and is part of the execution of the value creation strategy for the office portfolio. It allows the capital of the subsidiary specialised in offices to be opened up to future investors, in due time, who would then benefit from Cofinimmo’s experienced management and investment platform, while allowing the group to recycle a part of the capital invested in this portfolio. Cofinimmo Offices SA/NV has obtained the status of institutional regulated real estate company (SIRI). As at 31.12.2021, the subsidiary had a total balance sheet of 1.4 billion EUR, with an equity of 0.8 billion EUR and a debt-to-assets ratio of approximately 42 %.
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 1 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 regular contact with clients in order to best cater to their needs in terms of flexibility. The administrative and accounting teams invoice rents and provide a breakdown of charges and taxes. The legal department draws up the leases and follows up on any 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 five of the buildings in the portfolio which had vacant space. At the end of 2021, the occupancy rate of the Flex Corners ® stood at approximately 73 %.
The Lounge ® by Cofinimmo
The group has two The 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 93.7 % at 31.12.2021 compared to 92.35 % for the overall Brussels office market 1. In the course of 2021, renegotiations and new leases have been signed for a total of almost 93,939 m² of office spaces compared to more than 73,623 m² recorded as at 31.12.2020. The most important transactions are listed in the table below.
- Source : Cushman & Wakefield
| Geographical area | Name of the facility | Type of transaction | m² |
|---|---|---|---|
| Other regions | Stationsstraat 110 - Malines/Mechelen | Renegociation | 14,700 |
| Brussels CBD | Loi/Wet 57 | Renegociation | 10,300 |
| Brussels periphery | Rue Mercuriusstraat 30 | Renegociation | 6,100 |
| Brussels decentralised | Herrmann Debroux 44-46 | Renegociation | 5,900 |
| Brussels periphery | Paepsem | Renegociation & Lease | 4,400 |
| Brussels periphery | Park Lane | Renegociation | 4,400 |
| Other regions | Stationsstraat 110 - Malines/Mechelen | Renegociation | 2,000 |
| Brussels decentralised | Souverain/Vorst 278-286 | Renegociation | 1,800 |
| Antwerp | Prins Boudewijn 41 | Lease | 1,800 |
| Brussels CBD | Guimard 10 | Renegociation | 1,300 |
| Antwerp | Prins Boudewijn 41 | Lease | 1,200 |
| Brussels decentralised | Bourget 50 | Lease | 1,100 |
| Brussels decentralised | Cockx 8-10 (Omega Court) | Lease | 1,100 |
| Brussels CBD | Trône/Troon 100 | Lease | 1,100 |
| Brussels CBD | Guimard 10 | Renegociation | 1,000 |
| Brussels periphery | Noordkustlaan 16 | Renegociation | 1,000 |
| Antwerp | Veldkant 35 | Renegociation | 1,000 |
| Antwerp | Veldkant 35 | Renegociation | 1,000 |
| Brussels CBD | Square de Meeûssquare 23 | Lease | 800 |
| Brussels periphery | Park Lane | Lease | 700 |
| Brussels CBD | Loi/Wet 34 | Lease | 600 |
| Brussels CBD | Trône/Troon 100 | Lease | 600 |
Office building Montoyer 10 – Brussels CBD (BE)
The building will be completely redeveloped in a dynamic design that will make it easily recognisable. The architectural design will include a concrete core and basement, while all other superstructures (floors, columns, structural facade elements) will be made of wood from sustainable forests. The use of renewable materials and technologies is in line with a circular economy, a reduced carbon footprint and an A-level energy label. Cofinimmo is aiming for a BREEAM Outstanding certification for this building. The building will have a private garden, a green roof, accessible terraces on the sixth and seventh floor, triple glazing, solar panels, LED lighting and heat pumps. The ground and first floor will have fully glazed facades with high transparency, improving the feeling of space and increasing the interaction between the building’s activities and its environment.
REDEVELOPMENT PROJECTS
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.
Office building Stationsstraat 110 – Malines/Mechelen
This office building of almost 15,000 m² will be completely renovated and leased to the Vlaams Administratief Centrum in Malines/Mechelen (‘VAC Mechelen’). After the works, its energy performance will be well above the current legal requirements. Therefore, Cofinimmo is aiming for a BREEAM Excellent certification for this building. An additional advantage is its excellent accessibility by public transport, by bicycle, on foot and by car. Thanks to its location, it fits perfectly into the new mobility plans of the city of Malines/Mechelen.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
COMMITTED OFFICE INVESTMENT PROGRAMME
| Project Type (of works) | Estimated completion date | Total investment | Total investment as at 31.12.2021 | Total investment in 2022 | Total investment after 2022 |
|---|---|---|---|---|---|
| (x 1,000,000 EUR) | |||||
| Belgium | |||||
| Montoyer 10 (Brussels) | Redevelopment | Q4 2023 | 15 | 0 | 6 |
| Stationsstraat 110 (Malines/Mechelen) | Renovation | Q4 2024 | 27 | 0 | 3 |
| Total investment properties, non-current financial assets, finance lease receivables and associates | 42 | 0 | 9 |
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 vacancy rate in this segment, which is weaker than the average in the Brussels market, makes it possible to obtain higher net returns. 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.
Sale of 17 office buildings in progress
On 31.05.2021, Cofinimmo signed a private agreement relating to the future sale of office buildings located in the periphery of Antwerp as well as in the periphery and decentralised area of Brussels. The acquisition price amounted to just over 80 million EUR. This amount is in line with the last fair value (available before the announcement, i.e. 31.03.2021) determined by Cofinimmo’s independent real estate valuers. The sale of office buildings with a total surface area of more than 66,800 m² is fully in line with Cofinimmo’s strategy in the office segment. The buyer of the office buildings is Brody Projectontwikkeling & Investeringen. By 10.12.2021, 13 of the 17 assets had already been disposed of for a fair value of approximately 60 million EUR. Therefore, only the Park Hill site is still included in non-current assets held for sale as at 31.12.2021.
| Property | Location | Surface area of planned sale | Number of assets | Conclusion of the planned sale |
|---|---|---|---|---|
| Paepsem Business Park | Anderlecht (Brussels decentralised) | 26,520 m² | 6 | Q4 2021 |
| Veldkant 35 | Kontich (Antwerp periphery) | 4,157 m² | 4 | Q4 2021 |
| Garden Square | Wilrijk (Antwerp periphery) | 7,464 m² | 1 | Q4 2021 |
| Prins Boudewijnlaan 41 | Edegem (Antwerp periphery) | 6,014 m² | 1 | Q4 2021 |
| Prins Boudewijnlaan 43 | Edegem (Antwerp periphery) | 6,007 m² | 1 | Q4 2021 |
| Park Hill | Machelen (Brussels periphery) | 16,676 m² | 4 | Q2 2022 |
| Total | 66,838 m² | 17 |
MANAGEMENT REPORT
OFFICES
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: healthcare assets;
- in Italy: healthcare assets;
- In the United Kingdom: healthcare assets.
At 31.12.2021, the consolidated property portfolio of the Cofinimmo group consisted of 1,408 buildings with a total surface area of 2,379,000 m². Its fair value amounts to 5,709 million EUR. Healthcare real estate represents 67% of the group’s portfolio and is spread over nine countries: Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom. One fourth of the consolidated portfolio is invested in office buildings. This part of the portfolio located entirely within Belgium, mainly in Brussels, the capital of Europe. The group also owns two distribution networks leased to major players in their respective markets (AB InBev in Belgium and the Netherlands, and MAAF in France).
COMPOSITION OF THE CONSOLIDATED PORTFOLIO
Medical office building on care campus Maasziekenhuis Pantein – Beugen (NL)
CHANGES IN THE CONSOLIDATED PORTFOLIO
CHANGE FROM 1996 TO 2021
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 31.12.2021, it exceeds 5.9 billion EUR.
Between 31.12.1995 and 31.12.2021, the group:
- invested a total of 7,212 million EUR in investment properties (acquisitions, constructions and renovations);
- sold for a total amount of 2,422 million EUR.
At the time of the disposals, Cofinimmo realised on average a net capital gain in investment value of 8% compared to the last annual valuations preceding these disposals, before 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 sale of securities.
The graph on the next page shows the breakdown by real estate segment of investments totalling 7,212 million EUR between 1996 and 2021.
CHANGE IN THE INVESTMENT VALUE OF THE CONSOLIDATED PORTFOLIO BETWEEN 1996 AND 2021 (x 1,000,000 EUR)
| Value | |
|---|---|
| Investment value of the portfolio as at 31.12.1995 | 609 |
| Acquisitions | 6,157 |
| Constructions and renovations | 1,055 |
| Net disposal value | -2,626 |
| Realised gains and losses compared to the last annual estimated value | 204 |
| Writeback of lease payments sold | 2 |
| Change in the investment value | 342 |
| Investment value of the portfolio as at 31.12.2021 | 5,966 |
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY REAL ESTATE SEGMENT (as at 31.12.2021 – at a fair value of 5,709 million EUR - in %)
| Value | |
|---|---|
| HEALTHCARE | 67 |
| OFFICES | 24 |
| DISTRIBUTION NETWORKS | 9 |
| OTHERS | 4 |
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY REAL ESTATE SEGMENT (as at 31.12.2021 – at a fair value of 5,709 million EUR - in %)
| Geographical area | Value |
|---|---|
| BELGIUM | 58 |
| FRANCE | 11 |
| THE NETHERLANDS | 10 |
| GERMANY | 11 |
| SPAIN | 4 |
| FINLAND | 1 |
| IRELAND | 2 |
| ITALY | 3 |
| UK | 1 |
ACCELERATED GROWTH OF THE CONSOLIDATED PORTFOLIO (between 31.03.2018 and 31.12.2021 - in billion EUR)
- 31.03.2018: 3.7
- 31.12.2018: 3.7
- 31.12.2019: 4.0
- 31.12.2020: 4.6
- 31.12.2021: 5.3
CAGR: 15%
COMPOSITION OF THE CONSOLIDATED PORTFOLIO
CHANGE IN 2021
The investment value of the consolidated portfolio increased from 5,082 million EUR at 31.12.2020 to 5,966 million EUR at 31.12.2021. At fair value, the figures were 4,869 million EUR at 31.12.2020 and 5,709 million EUR at 31.12.2021.
In 2021, the Cofinimmo group:
- invested a total of 911 million EUR¹ in investment properties (acquisitions, constructions and renovations);
- divested for a total amount of 120 million EUR.
The 2021 sales consisted mainly in 21 pubs and restaurants of the Pubstone distribution network, 76 insurance agencies of the Cofinimur I distribution network and 13 office buildings. The graph on this page shows the breakdown by real estate segment of investments totalling 911 million EUR realised in 2021, to which the other types of investment were added to reach a total of 992 million EUR. The change in fair value of the consolidated portfolio was 841 million EUR in 2021 (884 million EUR in investment value), i.e. an increase of 17%. The table on the following page shows the change in fair value of the portfolio in 2021 by real estate segment and by geographical area.
¹ As well as 81 million EUR in investments in associates, finance lease receivables and other non-current liabilities.
CHANGE IN THE INVESTMENT VALUE OF THE CONSOLIDATED PORTFOLIO IN 2021 (x 1,000,000 EUR)
| Value | |
|---|---|
| Investment value of the portfolio as at 31.12.2020 | 5,082 |
| Acquisitions | 844 |
| Constructions and renovations | 67 |
| Net disposal value | -127 |
| Realised gains and losses compared to the last annual estimated value | 8 |
| Writeback of lease payments sold | 7 |
| Change in the investment value | 85 |
| Investment value of the portfolio as at 31.12.2021 | 5,966 |
BREAKDOWN OF INVESTMENTS BY REAL ESTATE SEGMENT BETWEEN 1996 AND 2021 (in investment value - x 1,000,000 EUR)
- HEALTHCARE REAL ESTATE: 3,772
- OFFICES: 2,840
- PROPERTY OF DISTRIBUTION NETWORKS: 897
BREAKDOWN OF INVESTMENTS BY REAL ESTATE SEGMENT IN 2021 (in investment value - x 1,000,000 EUR)
- HEALTHCARE REAL ESTATE: 600
- OFFICES: 1
- PROPERTY OF DISTRIBUTION NETWORKS: 897
Nursing and care home – Padua (IT)
CHANGE IN FAIR VALUE OF THE CONSOLIDATED PORTFOLIO BY REAL ESTATE SEGMENT AND BY GEOGRAPHICAL AREA IN 2021
| Real estate segment and geographical area | Change in fair value | Share of the consolidated portfolio |
|---|---|---|
| Healthcare real estate | 1.5 % | 66.5 % |
| Belgium | 0.4 % | 28.0 % |
| France | -1.8 % | 8.0 % |
| Netherlands | 2.9 % | 7.6 % |
| Germany | 5.5 % | 11.4 % |
| Spain | 2.2 % | 4.2 % |
| Finland | 3.7 % | 1.2 % |
| Ireland | 0.6 % | 1.6 % |
| Italy | 0.8 % | 3.3 % |
| United Kingdom | 2.3 % | 1.2 % |
| Offices | 0.9 % | 24.2 % |
| Brussels CBD | 3.5 % | 14.0 % |
| Brussels decentralised | -1.3 % | 5.8 % |
| Brussels periphery | -5.0 % | 1.8 % |
| Antwerp | 4.7 % | 0.6 % |
| Other regions | -4.9 % | 2.1 % |
| Property of distribution networks | -1.2 % | 9.3 % |
| Pubstone Belgium | -1.0 % | 5.1 % |
| Others Belgium | -0.2 % | 0.5 % |
| Pubstone Netherlands | -0.7 % | 2.4 % |
| Cofinimur I France | -3.3 % | 1.2 % |
| TOTAL PORTFOLIO | 1.1 % | 100 % |
1. Without the initial effect of the changes in the scope.
Readaptation clinic Celenus Klinik an der Salza – Bad Langensalza (DE)
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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 31.12.2021 would be 12 years. The graph below shows the lease maturity for each real estate segment as at 31.12.2021. The average residual lease length would be 13 years if no break option was exercised, i.e. if all tenants continued to occupy their areas until the contractual end of the leases. Furthermore, as at 31.12.2021, more than 64 % 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 31.12.2021 - in contractual rents)
| Lease maturities | Share of the portfolio |
|---|---|
| Leases > 9 years | 64.6 % |
| Healthcare real estate | 49.7 % |
| Property of distribution networks - Pubstone | 9.6 % |
| Oces – public sector | 3.2 % |
| Oces – private sector | 2.1 % |
| Leases 6-9 years | 8.4 % |
| Healthcare real estate | 5.2 % |
| Oces | 2.6 % |
| Property of distribution networks – Other Belgium | 0.4 % |
| Property of distribution networks – Cofinimur I | 0.2 % |
| Leases < 6 years | 27.0 % |
| Oces | 16.9 % |
| Healthcare real estate | 8.7 % |
| Property of distribution networks – Cofinimur I | 1.4 % |
| TOTAL | 100 % |
WEIGHTED AVERAGE RESIDUAL LEASE LENGTH
12 years
OCCUPANCY RATE
98.1 %
Nursing and care home – Vigo (ES)
WEIGHTED AVERAGE RESIDUAL LEASE LENGTH PER REAL ESTATE SEGMENT (as at 31.12.2021 – in number of years)
Oces
Distribution network
Healthcare
18
16
14
12
10
8
6
4
2
0
5
12
1
16
2
- For Distribution networks, the weighted average residual lease term per sub-segment in years is as follows: Pubstone (14), Other Belgium (8) and Cofinimur I (3).
- For Heathcare, its is as follows: Belgium (18), France (3), Netherlands (10), Germany (21), Spain (21), Finland (18), Ireland (14), Italy (8) and United Kingdom (35).
Average: 12 years
COMPOSITION OF THE CONSOLIDATED PORTFOLIO
TENANTS
The group’s consolidated portfolio consists of more than 340 groups of 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 258 million EUR in 2020 to 299 million EUR in 2021, or an increase of 16 %. On a like-for-like basis, gross rental income increased by 0.9 %. The table on the following page shows the change in gross rental income for the various real estate segments and countries in 2021, on a like-for-like basis. The positive effect of new leases (+1.6 %) and indexation (+0.9 %) largely compensated the negative eect of departures (-1.2 %) 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 manage- ment. Over 77 % of its rental income is contractually guaranteed until 2025. This percentage increases to 81 % if no termination options are exercised and if all of the tenants remain in their rented spaces until the contractual end of their lease.
TOP 10 TENANTS (as at 31.12.2021 - based on contractual rents of 313 million EUR - in %) AND WEIGHTED AVERAGE RESIDUAL LEASE LENGTH UNTIL THE FIRST BREAK OPTION (as at 31.12.2021 – in number of years)
| Tenant | Proportion of contractual rents (in %) | Length (in years) |
|---|---|---|
| Korian | 9.6 % | 20 |
| AB InBev | 8.5 % | 15 |
| Colisée | 6.0 % | 10 |
| Public Sector | 3.8 % | 5 |
| ORPEA | 3.5 % | 0 |
| DomusVi | 3.1 % | 40 |
| Care-Ion | 2.5 % | 30 |
| Stella | 1.5 % | 20 |
| Vitalis | 15 | |
| Aspria | 10 | |
| MAAF | 5 |
BREAKDOWN OF THE CONSOLIDATED PORTFOLIO BY TENANT BUSINESS SECTOR (as at 31.12.2021 - based on contractual rents of 313 million EUR - in %)
- HEALTHCARE: 63.5 %
- AB INBEV: 9.6 %
- BELGIAN & INTERNATIONAL PUBLIC SECTOR: 8.5 %
- OTHERS: 5.5 %
- CONSULTANTS & LAW FIRMS: 4.4 %
- FINANCE, INSURANCE & REAL ESTATE: 4.3 %
- ICT, TELECOM & MEDIA: 4.2 %
CHANGE IN GROSS RENTAL INCOME ON A LIKE-FOR-LIKE BASIS BY REAL ESTATE SEGMENT IN 2021
| Real estate segment | Changes in gross rental revenues on a like-for-like basis | Share of the consolidated portfolio at fair value |
|---|---|---|
| Healthcare real estate | 0.7 % | 66.5 % |
| Oces | 1.7 % | 24.2 % |
| Property of distribution networks | 0.2 % | 9.3 % |
| TOTAL | 0.9 % | 100 % |
RENTAL INCOME (as at 31.12.2021 - in contractual rents - in %)
Property of distribution networks
Healthcare real estate
Oces
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
> 2036
100
90
80
70
60
50
40
30
20
10
0
0
10
20
30
40
50
60
70
80
90
100
Rental yield
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 dierence 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.# Real Estate and Country Data
| 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 (in %) | Contractual rents (x 1,000 EUR) | Share of consolidated portfolio in contractual rents (in %) |
|---|---|---|---|---|---|---|---|
| Healthcare real estate | 266 | 1,526,977 | 12 | 3,799 | 66.5 % | 198,681 | 63.6 % |
| Belgium | 88 | 591,973 | 10 | 1,601 | 28.0 % | 82,883 | 26.5 % |
| France | 53 | 230,110 | > 15 | 456 | 8.0 % | 27,599 | 8.8 % |
| The Netherlands | 46 | 187,013 | 10 | 434 | 7.6 % | 24,337 | 7.8 % |
| Germany | 44 | 293,629 | 13 | 654 | 11.4 % | 36,466 | 11.7 % |
| Spain | 17 | 103,861 | 13 | 240 | 4.2 % | 8,130 | 2.6 % |
| Finland | 2 | 6,823 | < 1 | 67 | 1.2 % | 1,597 | 0.5 % |
| Ireland | 7 | 39,244 | > 15 | 89 | 1.6 % | 4,637 | 1.5 % |
| Italy | 6 | 64,913 | > 15 | 190 | 3.3 % | 9,612 | 3.1 % |
| United Kingdom | 3 | 9,411 | 4 | 69 | 1.2 % | 3,420 | 1.1 % |
| Offices | 62 | 490,759 | 13 | 1,381 | 24.2 % | 77,572 | 24.8 % |
| Property of distribution networks | 1,080 | 361,671 | > 15 | 530 | 9.3 % | 36,330 | 11.6 % |
| Pubstone Belgium | 677 | 270,060 | > 15 | 292 | 5.1 % | 19,710 | 6.3 % |
| Other Belgium | 1 | 9,043 | 9 | 30 | 0.5 % | 1,390 | 0.4 % |
| Pubstone Netherlands | 212 | 41,319 | > 15 | 138 | 2.4 % | 10,281 | 3.3 % |
| Cofinimur I France | 190 | 41,250 | > 15 | 70 | 1.2 % | 4,949 | 1.6 % |
| TOTAL | 1,408 | 2,379,407 | 13 | 5,710 | 100 % | 312,584 | 100 % |
Capitalisation Rates Applied to the Cofinimmo Portfolio and Yield on 10-Year Belgian Government Bonds (as at 31.12.2021 - in %)
Cofinimmo - Oces 9 %
Cofinimmo – Overall portfolio 8 %
Cofinimmo – Healthcare real estate 7 %
10-year Belgian government bonds 6 %
(The above is a textual representation of the bar chart. A precise Markdown equivalent for the visual representation is not possible)
Gross/Net Yields per Real Estate Segment (as at 31.12.2021)
| Segment | Gross | Net |
|---|---|---|
| Healthcare real estate | 5.3 % | 5.6 % |
| Property of distribution networks | 6.4 % | 5.4 % |
| Offices | 6.3 % | 5.3 % |
| Total | 6.1 % | 5.3 % |
Pub Palmarès – Spa (BE) 78
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
FINANCIAL RESOURCES MANAGEMENT
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 31.12.2021 and throughout the 2021 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.
Nursing and care home De Parallel – Nijverdal (NL)
Cofinimmo’s financial strategy is characterised by its diverse financing sources, regular use of capital markets, debt-to-assets ratio close to 45 %, and optimal duration and cost of financing. Cofinimmo also pays particular attention to the alignment between its financial strategy and ESG objectives (see chapter Strategy of this document). In addition to the sustainable bonds issued and new sustainable loans taken out, 2021 was marked by the conversion of the company’s commercial paper programme into a sustainable programme valued at EUR 1.25 billion EUR. It was also marked by the first sustainability-linked loan, the conditions of which are linked to achieving the objectives set out in the company’s 30³ project. These objectives are detailed in the chapter of this document entitled ‘Environment’. Finally, 2022 started with the issuance of a second sustainable public bond for 500 million EUR.
79
MANAGEMENT REPORT
MANAGEMENT OF FINANCIAL RESOURCES
Financing transactions in 2021
In 2021, Cofinimmo reinforced its financial resources and its balance sheet structure. The financing transactions carried out during this financial year enabled the group to increase bank financing, maintain a stable schedule of financial debt and maintain an average cost of its debt at particularly low levels. In addition, following the first acquisitions in the United Kingdom, Cofinimmo has partly financed itself in GBP through various bilateral multi-currency financing oper- ations. These multi-currency financing operations have maturities going from four to six years and demonstrate the access to dierent sources of financing for acquisitions outside the Eurozone. The various operations carried out are stated below.
CAPITAL INCREASES
In 2021, Cofinimmo carried out four capital increases (contribution in kind, in cash via the accelerated bookbuilding, optional dividend and conversion of convertible bonds into shares) totalling nearly 565 million EUR.
Capital increase in cash via accelerated bookbuilding
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 share- holders (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 repre- sents 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 issue, delivery and admission to trading on the Euronext Brussels regulated market of the new shares took place on 08.03.2021.
Capital increases through contributions in kind
On 08.04.2021, Cofinimmo acquired 5 healthcare sites in Belgium via a contribution in kind. The contractual value of the assets amounts to 103 million EUR (rounded amount). To this end, 937,432 new shares were issued as part of the authorised capital, and were sent to the contributors. The introducers are companies controlled by the Care-Ion group, which is a long-term shareholder of Cofinimmo already holding more than 3 % of the company’s capital since 2019. As a result of this transaction, Cofinimmo increased its equity by 103,295,632.08 EUR.
Optional dividend
The ordinary general meeting of 12.05.2021 decided to distrib- ute a gross dividend of 5.80 EUR per share for the 2020 financial year (i.e. a net dividend of 4.06 EUR per share). The board of directors decided to oer shareholders the choice between receiving the dividend payment for the year 2020 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 117.74 EUR. The new shares are entitled to Cofinimmo’s results as from 01.01.2021 (first dividend payable in 2022). Shareholders were invited to communicate their choice between the dierent payment modalities between 19.05.2021 and 02.06.2021. A total of 54 % of the 2020 dividend coupons were contributed to the capital against new shares. This resulted in the issue of 550,658 new shares for a total amount of 64,834,472.92 EUR. The subscription price of 117.74 EUR per new share was 8.2 % below the volume-weighted average stock market price of the share during the subscription period (128.29 EUR). The remaining dividend pay- out was settled in cash for a net total amount of 54.8 million EUR (amount from which the withholding taxes on dividends relating to reinvested and non-reinvested coupons has been deducted). The eective day of listing of the new shares was 08.06.2021.
Maturity of convertible bonds
The convertible bonds matured on 15.09.2021. At the end of the convertible bond conversion period, Cofinimmo received new conversion requests from holders of convertible bonds for 1,483,774 convertible bonds out of the 1,502,087 convertible bonds in circula- tion (i.e. 99 %), resulting in 1,657,750 new Cofinimmo shares (i.e. 5.5 % of the shares previously in circulation) to be delivered to the holders of the convertible bonds concerned. These new Cofinimmo shares were issued on 30.09.2021 and their book value was approximately 217 million EUR.
Nursing and care home Prince Royal – Brussels (BE)
80
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
As a result, Cofinimmo’s share capital was represented by 31,695,481 shares.
MODIFICATION AND EXTENSION OF THE COMMERCIAL PAPER PROGRAMME
To further align our funding with our ESG policy, the commer- cial paper programme has been transformed into a sustainable commercial paper programme. Certain eligible assets (mainly social assets) have been selected so that the outstanding amount of the programme is always covered by sucient investments in eligible assets (in accordance with Cofinimmo’s sustainable finan- cing framework). In addition, to meet the high demand for commercial paper, Cofinimmo decided to increase the maximum amount of the programme from 950 million EUR to 1,250 million EUR. The increase in the programme, eective since 07.12.2021, will enable both short and long-term issues. Long-term commercial paper is issued based on reverse inquiries made by interested investors to the banks managing the commercial paper programme. Belfius Bank, ING Bank, ABN AMRO and Barclays Bank Ireland 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.
ISSUANCE OF A NEW SUSTAINABLE BOND IN EARLY 2022
On 17.01.2022, Cofinimmo issued a second public benchmark sustain- able public bond for an amount of 500 million EUR. The bonds will carry a coupon of 1 % per year and will mature on 24.01.2028. The proceeds from this issuance will be used to the (re)finance assets, in accordance with Cofinimmo’s sustainable financing framework of May 2020. The selected assets as well as the other aspects of sustainable financing defined by the group are detailed in the ESG report (see pages 137 to 145). The new issue is listed on Euronext Growth Brussels. The settlement and admission to trading of the notes took place on 24.01.2022.# FINANCING OPERATIONS SINCE 01.01.2021
Overall financing developments
- 02.02.2021: New bilateral credit line of 40 million EUR for a period of 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 over 5 years;
- 15.02.2021: New bilateral credit line of 50 million EUR over 5 years;
- 15.02.2021: Extension of a credit line of 50 million EUR for 1 additional year to bring its maturity to 2026;
- 05.05.2021: New bilateral credit line of 50 million EUR over 8 years;
- 05.05.2021: New bilateral credit line of 500 million EUR over 2 years;
- 11.05.2021: Extension (5 million EUR) and modification of a traditional credit line into a 25 million EUR ‘sustainability-linked’ credit line for which the financial conditions will be adjusted according to the achievement of the objective of reducing the energy intensity of Cofinimmo’s assets (Project 30%);
- 29.06.2021: Reduction of a credit line from 21 million EUR to 14 million EUR and extension of its maturity for another 3 years to bring its maturity to 2027;
- 30.06.2021: Signature of the 378 million EUR extension of the syndicated loan for 1 additional year to increase its maturity to 01.07.2026;
- 28.09.2021: Conclusion of a new bilateral credit line of 100 million EUR for a period of 2.5 years;
- 30.09.2021: Conclusion of a new bilateral credit line of 50 million EUR over 5 years;
- 19.10.2021: Early refinancing of a 30 million EUR credit line maturing in March 2022 to bring its maturity to 2025;
- 18.11.2021: Extension of a credit line of 25 million EUR for 1 additional year to bring its maturity to 2032;
- 23.11.2021: Extension of a 50 million EUR syndicated loan of 428 million EUR for 1 additional year to increase its maturity to 01.07.2026;
- 03.12.2021: Extension of a credit line of 50 million EUR for 1 additional year to bring its maturity to 2027;
- 07.12.2021: Modification and extension of the long-term commercial paper programme (detailed above);
- 14.12.2021: Extension of a credit line of 50 million EUR for 1 additional year to bring its maturity to 2027;
- 10.01.2022: Extension of a credit line of 25 million EUR for 1 additional year to bring its maturity to 2026;
- 17.01.2022: Issuance of a public benchmark sustainable bond for an amount of 500 million EUR and a duration of 6 years (detailed above).
- 11.02.2022: Extension of a credit line of 100 million EUR for 1 additional year to bring its maturity to 2027.
Interest rate hedging
In the course of 2021, Cofinimmo continued the increase of its hedging over a period of three to nine years. IRS for the years 2023 (50 million EUR), 2024-2025 (200 million EUR), 2026-2027 (250 million EUR), 2028 (200 million EUR) and 2029 (50 million EUR) were subscribed in order to increase the hedging for these years. Following the investments made in the United Kingdom, an IRS was subscribed in the amount of 20 million GBP (2021-2026). In 2021, Cofinimmo also increased its hedging for the coming years with the subscription of caps covering the years 2021-2022 (600 million EUR), 2023 (400 million EUR), and 2024-2025 (200 million EUR).
MANAGEMENT REPORT
MANAGEMENT OF FINANCIAL RESOURCES
Debt structure
CONSOLIDATED FINANCIAL DEBTS
At 31.12.2021, the current and non-current consolidated financial debt, issued by Cofinimmo SA/NV, was 2,568 million EUR. This included bank facilities and bonds issued on the financial markets. An overview of the bonds is listed in the table below:
| Streight (S)/ Convertible (C) | Current (C) / Non-current (NC) | Sustainable financing | Nominal amount (x 1,000,000 EUR) | Issue price (%) | Conversion price (EUR) | Coupon (%) | Issue date | Maturity date |
|---|---|---|---|---|---|---|---|---|
| S C | - | 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 |
As of 31.12.2021, non-current financial debt was 1,468 million EUR, of which:
- Bond market
- 70 million EUR for a non-convertible bond;
- 55 million EUR of non-convertible green & social bonds which are part of the Euronext ESG Bonds community of European green & social bond issuers meeting various objective criteria. Cofinimmo is currently one of the few issuers listed in Brussels participating in this committed European community;
- 500 million EUR for a sustainable benchmark-sized bond forming part of the Luxembourg Green Exchange community in the same way as many international issuers but also a Belgian real estate developer and the Walloon Region;
- -6 million EUR mainly for the issue under par of the 500 million EUR bond and for accrued interest not yet due on bonds;
- 59 million EUR of long-term commercial paper;
- 1 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
- 771 million EUR of committed bilateral and syndicated loans, with an initial term of five to ten years, contracted with approximately ten financial institutions;
- 5 million EUR in financial debts linked to a right of use;
- 12 million EUR in rental guarantees received.
As of 31.12.2021, Cofinimmo’s current financial debts amounted to 1,100 million EUR, of which:
- Financial markets
- 193 million EUR of a non-convertible bond including accrued interest not yet due;
- 770 million EUR of commercial papers with a term of less than one year, of which 100 million EUR with a term of more than six months. Short-term commercial paper issues are fully covered by liquidity on confirmed long-term credit lines. Cofinimmo thus benefits from the attractive cost of such a short-term financing programme, while ensuring its refinancing in the event that the investment of new commercial paper becomes more costly or unworkable;
- 10 million EUR of commercial paper initially concluded in the long term with a residual maturity of less than one year.
- Bank facilities
- 127 million EUR mainly bilateral bank loans maturing during the year.
AVAILABILITIES
On 31.12.2021, availabilities on committed credit lines reached 1,636 million EUR. After deduction of the commercial paper programme, Cofinimmo had at that date 866 million EUR of surplus lines to finance its activity.
CONSOLIDATED DEBT TO ASSETS RATIO
On 31.12.2021, 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 44.2 % (compared to 46.1 % as at 31.12.2020). 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 %.
Cofinimmo’s debt-to-assets ratio
| 31.03.2018 | 31.12.2018 | 31.12.2019 | 31.12.2020 | 31.12.2021 | |
|---|---|---|---|---|---|
| Legal covenant 70% | |||||
| 60% | |||||
| 50% | |||||
| 40% | |||||
| 30% | |||||
| 20% | |||||
| 10% | |||||
| 0% |

TIMETABLE OF LONG-TERM FINANCIAL COMMITMENTS ON 24.02.2022 (x 1,000,000 EUR)
| Year | Drawn credit lines | Straight bonds & long-term commercial paper | Sustainable instruments | Undrawn credit lines |
|---|---|---|---|---|
| 2021 | 200 | 221 | 50 | 150 |
| 2022 | 88 | 25 | 89 | 40 |
| 2023 | 178 | 199 | 50 | 99 |
| 2024 | 60 | 108 | 500 | 25 |
| 2025 | 29 | 98 | 500 | 10 |
| 2026 | 55 | 92 | 589 | 62 |
| 2027 | 40 | 50 | 1000 | 900 |
| 2028 | 800 | 700 | 600 | 500 |
| 2029 | 400 | 300 | 200 | 100 |
| 2030 | 0 | 0 | 0 | 0 |
| 2031 | 0 | 0 | 0 | 0 |
| 2032 | 0 | 0 | 0 | 0 |
AVERAGE RESIDUAL MATURITY OF FINANCIAL DEBT
The weighted average maturity of the financial debts remained stable at five years between 31.12.2020 and 31.12.2021. This calculation takes into account the new bond of 500 million EUR issued at the beginning of 2022 for 6 years and the simultaneous cancellation of a credit line of the same amount maturing in 2023. It excludes short-term commercial paper maturities, which are fully covered 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 3,413 million EUR as at 31.12.2021, will mature on a staggered basis until 2031. Since 01.01.2022, new bonds have been concluded for an amount of 500 million EUR. The timetable per year is shown below.
Average costs of debt and hedging of the interest rate
The average cost of debt, including bank margins, was 1.1 % for the 2021 financial year, compared to 1.3 % for the 2020 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.
COMPOSITION OF DEBT (as at 31.12.2021)
- Taking into account the use of credit lines as at 31.12.2021.
Taking into account the 2021 hedging operations and the new bond issued in 2022 for 500 million EUR, the breakdown of fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt was as shown in the graph below. To date, the anticipated market interest rate risk is hedged at nearly 90 % (or more) until the end of 2025. Cofinimmo’s result nevertheless remains sensitive to fluctuations in market interest rates.
# MANAGEMENT REPORT
MANAGEMENT OF FINANCIAL RESOURCES
OVERVIEW OF TRANSACTIONS MADE BETWEEN 01/01/2021 AND 31/12/2021 IN THE CONTEXT OF THE STOCK OPTION PLAN
| Date of the transaction | SOP plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 18.11.2021 | 2008 | 1,300 | 122.92 |
| 18.11.2021 | 2007 | 1,350 | 143.66 |
| 09.06.2021 | 2016 | 150 | 108.44 |
| 03.06.2021 | 2007 | 1,000 | 143.66 |
| 02.06.2021 | 2011 | 1,600 | 97.45 |
| 01.06.2021 | 2014 | 100 | 88.75 |
| 01.06.2021 | 2008 | 150 | 122.92 |
| 01.06.2021 | 2007 | 200 | 143.66 |
| 09.03.2021 | 2006 | 200 | 129.27 |
| 01.03.2021 | 2016 | 100 | 129.27 |
In accordance with this article, Cofinimmo also declares that it has disposed of the Cofinimmo shares which it held over the counter (‘OTC’) with a view to delivering these shares to the members of its executive committee. This operation is part of the Long-Term Incentive Plan (LTI) that was approved as part of the remuneration policy by the ordinary general meeting of 13.05.2020. The shares in question will be unavailable to the acquirers for the next three years.
Detail of the transaction
| Transaction date | LTI plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 22.06.2021 | 2020 | 2,111 | 111.52 |
An overview stating all disposals of treasury shares made by Cofinimmo since 01.01.2020 is available on Cofinimmo’s website.
BREAKDOWN OF FIXED-RATE DEBT, HEDGED FLOATING-RATE DEBT AND UNHEDGED FLOATING-RATE DEBT (in %)
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Fixed-rate debt | |||||
| Hedged floating-rate debt | |||||
| Unhedged floating-rate debt |
(The graphical representation of the breakdown is not directly translatable into Markdown text. It depicts percentages of debt over different years, with lines representing fixed-rate debt, hedged floating-rate debt, and unhedged floating-rate debt. For 2021, fixed-rate debt is 100%, hedged floating-rate debt is 0%, and unhedged floating-rate debt is 0%. For 2022, fixed-rate debt is 52%, hedged floating-rate debt is 46%, and unhedged floating-rate debt is 3%. For 2023, fixed-rate debt is 40%, hedged floating-rate debt is 54%, and unhedged floating-rate debt is 9%. For 2024, fixed-rate debt is 39%, hedged floating-rate debt is 54%, and unhedged floating-rate debt is 12%. For 2025, fixed-rate debt is 39%, hedged floating-rate debt is 49%, and unhedged floating-rate debt is 4%. The chart also shows percentages for 2021, 2022, 2023, 2024, 2025.)
- 2021: 100% Fixed-rate debt
- 2022: 52% Fixed-rate debt, 46% Hedged floating-rate debt, 3% Unhedged floating-rate debt
- 2023: 40% Fixed-rate debt, 54% Hedged floating-rate debt, 9% Unhedged floating-rate debt
- 2024: 39% Fixed-rate debt, 54% Hedged floating-rate debt, 12% Unhedged floating-rate debt
- 2025: 39% Fixed-rate debt, 49% Hedged floating-rate debt, 4% Unhedged floating-rate debt
Financial rating
Since 2001, Cofinimmo has been granted a long-term and short-term financial rating from the Standard & Poor’s rating agency. On 18.03.2021, 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.
Disposal of treasury shares
Article 8:6 of royal decree of 29.04.2019 executing the companies and associations code stipulates that any disposal of treasury shares must be disclosed. In accordance with this article, Cofinimmo declares that, following the exercise of stock options in the context of remuneration through stock options on Cofinimmo shares (stock option plan), it has disposed over the counter (OTC) Cofinimmo shares which it held with a view to delivering these shares to the concerned persons.
SUMMARY OF THE CONSOLIDATED ACCOUNTS
Consolidated income statement – Analytical form (x 1,000 EUR)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Rental income, net of rental-related expenses | 292,345 | 249,491 |
| Writebacks of lease payments sold and discounted (non-cash item) | 7,262 | 9,444 |
| Rental-related expenses and taxes on rented properties not recovered | -3,210 | -2,483 |
| Taxes on refurbishment not recovered | -936 | -739 |
| Redecoration costs, net of tenant compensation for damages | -1,575 | 243 |
| Property result | 293,885 | 255,956 |
| Technical costs | -6,628 | -6,051 |
| Commercial costs | -2,967 | -2,344 |
| Taxes and charges on unlet properties | -3,188 | -2,765 |
| Property result after direct property costs | 281,102 | 244,796 |
| Corporate management costs | -39,784 | -33,684 |
| Operating result (before result on the portfolio) | 241,318 | 211,112 |
| Financial income | 11,692 | 8,186 |
| Net interest charges | -27,343 | -24,541 |
| Other financial charges | -1,005 | -744 |
| Share in the net result from core activities of associated companies and joint ventures | 2,725 | 215 |
| Taxes | -10,546 | -7,907 |
| Net result from core activities | 216,842 | 186,320 |
| Minority interests related to the net result from core activities | -4,711 | -4,863 |
| Net result from core activities - group share | 212,131 | 181,457 |
| Change in the fair value of hedging instruments | 40,968 | -22,756 |
| Restructuring costs of financial instruments | 0 | 0 |
| Share in the result on financial instruments of associated companies and joint ventures | 0 | 0 |
| Result on financial instruments | 40,968 | -22,756 |
| Minority interests related to the result on financial instruments | -220 | 850 |
| Result on financial instruments - group share | 40,748 | -21,906 |
| Gains or losses on disposals of investment properties and other non-financial assets | 7,768 | 4,583 |
| Changes in the fair value of investment properties | 34,506 | -13,696 |
| Share in the result on the portfolio of associated companies and joint ventures | -421 | -2,688 |
| Other result on the portfolio | -36,660 | -36,130 |
| Result on the portfolio | 5,193 | -47,931 |
| Minority interests related to the result on the portfolio | 2,265 | 7,601 |
| Result on the portfolio - group share | 7,458 | -40,330 |
| Net result | 263,002 | 115,633 |
| Minority interests | -2,666 | 3,588 |
| Net result - group share | 260,337 | 119,222 |
NUMBER OF SHARES
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Number of shares issued | 31,695,481 | 27,061,917 |
| Number of shares outstanding (excluding treasury shares) | 31,658,358 | 27,016,833 |
| Total number of shares used to calculate the result per share | 29,655,292 | 26,478,781 |
NET RESULT PER SHARE - GROUP SHARE (in EUR)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Net result from core activities | 7.15 | 6.85 |
| Result on financial instruments | 1.37 | -0.83 |
| Result on the portfolio | 0.25 | -1.52 |
| Net result - group share | 8.78 | 4.50 |
Comments on the consolidated income statement - analytical form
Rents (gross rental income) amount to 299 million EUR, compared to 258 million EUR as at 31.12.2020, up 16.2 %, thanks to the acquisitions made between these two dates. On a like-for-like basis, gross rental income increased by 0.9 % between 31.12.2020 and 31.12.2021 (see section 6.5).
Rental income (after gratuities, concessions and termination indemnities – see details on the calculation of alternative performance indicators) amounts to 292 million EUR, compared to 252 million EUR as at 31.12.2020, up 16.2 % compared to 2020. After taking writedowns on receivables into account, rental income, net of rental charges, amounts to 292 million EUR, compared to 249 million EUR as at 31.12.2020, up 17.2 %, in line with the outlook announced in October 2021.
Redecoration costs, net of tenant compensation for damages are up by approximately 2 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 came from the recovery of compensations for damages.
As for the direct operating costs, the variations between 31.12.2020 and 31.12.2021 are in line with the outlook. The variation in corporate management costs over the same period is also in line with the outlook. The operating margin is established at 82.1 % and is in line with the outlook.
Financial income increased by 4 million EUR between 31.12.2020 and 31.12.2021. Last year’s figure included non-recurring items for one million EUR, whereas the 2021 financial income includes non-recurring items for less than 2 million EUR booked in the 1st half-year, and linked to the contributions in kind of 08.04.2021. Income from finance lease receivables is up (+1 million EUR), as well as capitalised interim interest related to ongoing development projects (+2 million EUR).
Net interest charges (27 million EUR) increased by 3 million EUR. This increase was tempered by the reversal in the third quarter of the accrued interests on the convertible bonds that were converted into capital on 30.09.2021. The average cost of debt decreases to 1.1 %, compared to 1.3 % as at 31.12.2020. The financial result is in line with the outlook.
The share in the result on net result from core activities of associates and joint ventures amounts to 3 million EUR (in line with the outlook), mainly due to the investment made by Cofinimmo at the end of 2020 in SCI Foncière CRF, created by the French Red Cross.
Taxes increased and 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 212 million EUR as at 31.12.2021, in line with the outlook (compared with the 181 million EUR that were made at 31.12.2020, i.e. a 17 % increase), mainly thanks to the investments made. The net result from core activities per share – group share amounts to 7.15 EUR (in line with the outlook, compared to 6.85 EUR as at 31.12.2020, i.e. a 4 % increase), taking into account the issue of shares in 2020 and 2021. The average number of shares entitled to the result of the period evolved from 26,478,781 to 29,655,292 between these two dates.
As for the result of financial instruments, the item Change in the fair value of financial instruments amounts to +41 million EUR as at 31.12.2021, compared to -23 million EUR as at 31.12.2020. This variation is explained by the change in the anticipated 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 8 million EUR as at 31.12.2021 (compared to 5 million EUR as at 31.12.2020). The item Changes in the fair value of investment properties is positive as at 31.12.2021 (+35 million EUR compared to -14 million EUR as at 31.12.2020) : the value appreciation of the healthcare property portfolios (particularly in Germany and the Netherlands) and that of the office buildings located in the Central Business District of Brussels (CBD) have more than compensated the value depreciation of certain buildings.# MANAGEMENT REPORT
SUMMARY OF THE CONSOLIDATED ACCOUNTS
CONSOLIDATED BALANCE SHEET (x 1,000 EUR)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| ASSETS | ||
| Non-current assets | 5,985,532 | 5,093,589 |
| Goodwill | 41,627 | 46,827 |
| Intangible assets | 2,487 | 2,172 |
| Investment properties | 5,669,990 | 4,865,581 |
| Other tangible assets | 2,019 | 1,434 |
| Non-current financial assets | 36,145 | 2,883 |
| Finance lease receivables | 147,999 | 104,889 |
| Trade receivables and other non-current assets | 1,687 | 386 |
| Deferred taxes | 3,918 | 1,390 |
| Participations in associated companies and joint ventures | 79,661 | 68,026 |
| Current assets | 191,421 | 160,026 |
| Assets held for sale | 39,846 | 3,320 |
| Current financial assets | 0 | 0 |
| Finance lease receivables | 3,667 | 2,367 |
| Trade receivables | 34,835 | 26,023 |
| Tax receivables and other current assets | 50,568 | 46,605 |
| Cash and cash equivalents | 19,857 | 48,642 |
| Accrued charges and deferred income | 42,648 | 33,069 |
| TOTAL ASSETS | 6,176,953 | 5,253,614 |
| SHAREHOLDERS’ EQUITY AND LIABILITIES | ||
| Shareholders’ equity | 3,287,533 | 2,649,362 |
| Shareholders’ equity attributable to shareholders of the parent company | 3,233,274 | 2,574,775 |
| Capital | 1,698,517 | 1,450,210 |
| Share premium account | 916,019 | 804,557 |
| Reserves | 358,402 | 200,786 |
| Net result of the financial year | 260,337 | 119,222 |
| Minority interests | 54,259 | 74,587 |
| Liabilities | 2,889,420 | 2,604,252 |
| Non-current liabilities | 1,616,425 | 1,417,964 |
| Provisions | 27,220 | 25,359 |
| Non-current financial debts | 1,467,877 | 1,246,850 |
| Other non-current financial liabilities | 66,305 | 100,690 |
| Deferred taxes | 55,022 | 45,064 |
| Current liabilities | 1,272,995 | 1,186,289 |
| Current financial debts | 1,100,189 | 1,036,612 |
| Other current financial liabilities | 310 | 206 |
| Trade debts and other current debts | 148,911 | 126,637 |
| Accrued charges and deferred income | 23,585 | 22,834 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 6,176,953 | 5,253,614 |
Comments on the consolidated balance sheet
The investment value of the consolidated property portfolio¹, as determined by the independent real estate valuers, amounts to 5,966 million EUR as at 31.12.2021, compared to 5,082 million EUR as at 31.12.2020. 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 31.12.2021, the fair value reaches 5,710 million EUR, compared to 4,869 million EUR as at 31.12.2020, i.e. a 17 % increase. The proportion of due rents related to the 4th quarter and actually collected on 23.02.2022 is comparable to the proportion collected as at 23.02.2021. 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 participations in associates (Aldea Group NV for 27.1 %, SCI Foncière CRF for 39 % and participations in the 9 companies that will develop the eco-friendly healthcare campuses in the Land of North Rhine-Westphalia, in Germany). 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 four subsidiaries.
Net Asset Value per share (in EUR)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Net Asset Value per share | ||
| Revalued net assets per share in fair value² after dividend distribution for the 2020 financial year | 102.13 | 89.50 |
| Revalued net assets per share in investment value³ after dividend distribution for the 2020 financial year | 108.57 | 95.38 |
| Diluted Net Asset Value per share | ||
| Revalued diluted net assets per share in fair value² after dividend distribution for the 2020 financial year | 101.51 | 89.42 |
| Revalued diluted net assets per share in investment value³ after dividend distribution for the 2020 financial year | 107.84 | 95.30 |
Commentaries on the intrinsic value of the share
The Mandatory Convertible Bonds (MCB) issued in 2011 and 16,925 treasury shares of the stock option plan have been taken into account in the calculation of the net assets per share as at 31.12.2021 because they have a dilutive impact. The Mandatory Convertible Bonds (MCB) issued in 2011 and the convertible bonds issued in 2016 (matured on 15.09.2021) were not taken into account in the calculation of the net assets per share as at 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 as they have a dilutive impact.
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.
Nursing and care home Centro residencial Reifs Utrera – Utrera (ES)
SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS
1 Consolidated comprehensive result by quarter (income statement) (x 1,000 EUR)
| Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | 2021 | |
|---|---|---|---|---|---|
| Rental income | 69,255 | 72,519 | 75,192 | 75,382 | 292,349 |
| Writeback of lease payments sold and discounted | 1,815 | 1,815 | 1,815 | 1,815 | 7,262 |
| Rental-related expenses | -46 | 44 | -2 | 0 | -3 |
| Net rental income | 71,025 | 74,379 | 77,006 | 77,198 | 299,607 |
| Recovery of property charges | 148 | 120 | 140 | 4 | 411 |
| Recovery income of charges and taxes normally payable by the tenant on let properties | 26,911 | 4,868 | 9,409 | -401 | 40,788 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | -395 | -130 | -198 | -1,264 | -1,987 |
| Charges and taxes normally payable by the tenant on let properties | -29,078 | -5,278 | -10,240 | -338 | -44,934 |
| Property result | 68,610 | 73,959 | 76,116 | 75,199 | 293,885 |
| Technical costs | -841 | -1,235 | -1,470 | -3,083 | -6,628 |
| Commercial costs | -535 | -680 | -932 | -820 | -2,967 |
| Taxes and charges on unlet properties | -2,176 | -552 | -56 | -404 | -3,188 |
| Property management costs | -7,789 | -6,684 | -6,259 | -7,117 | -27,849 |
| Property charges | -11,340 | -9,151 | -8,717 | -11,424 | -40,632 |
| Property operating result | 57,270 | 64,809 | 67,399 | 63,776 | 253,253 |
| Corporate management costs | -3,338 | -2,865 | -2,683 | -3,050 | -11,935 |
| Operating result before result on the portfolio | 53,932 | 61,944 | 64,717 | 60,726 | 241,318 |
| Gains or losses on disposal of investment properties | 545 | 1,287 | 411 | 5,525 | 7,768 |
| Gains or losses on disposal of other non-financial assets | 0 | 0 | 0 | 0 | 0 |
| Changes in fair value of investment properties | -7,158 | -4,322 | 12,898 | 33,088 | 34,506 |
| Other result on the portfolio | -4,949 | -9,226 | -3,835 | -16,705 | -34,715 |
| Operating result | 42,371 | 49,682 | 74,191 | 82,634 | 248,877 |
| Financial income | 2,286 | 4,141 | 2,615 | 2,650 | 11,692 |
| Net interest charges | -6,443 | -6,199 | -6,265 | -8,436 | -27,343 |
| Other financial charges | -202 | -265 | -290 | -248 | -1,005 |
| Changes in the fair value of financial assets and liabilities | 12,415 | 5,522 | 4,857 | 18,175 | 40,968 |
| Financial result | 8,056 | 3,198 | 917 | 12,141 | 24,312 |
| Share in the result of associates and joint ventures | -1,652 | 504 | 1,096 | 2,357 | 2,305 |
| Pre-tax result | 48,774 | 53,384 | 76,203 | 97,132 | 275,493 |
| Corporate tax | -3,236 | -1,960 | -2,127 | -3,224 | -10,546 |
| Exit tax | -200 | -63 | 4 | -1,687 | -1,945 |
| Taxes | -3,436 | -2,022 | -2,123 | -4,910 | -12,491 |
| Net result | 45,338 | 51,362 | 74,080 | 92,222 | 263,002 |
| Minority interests | -259 | -984 | -967 | -456 | -2,666 |
| NET RESULT - GROUP SHARE | 45,079 | 50,378 | 73,114 | 91,766 | 260,337 |
¹ The group did not publish quarterly information between 31.12.2021 and the closing date of this document. Half-yearly and annual data are subject to verification by the statutory auditor, Deloitte, Company Auditors.
OTHER ELEMENTS OF THE COMPREHENSIVE RESULT
| Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | 2021 | |
|---|---|---|---|---|---|
| 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 | -706 | -541 | 3,120 | 0 | 1,873 |
| Currency translation differences linked to conversion of foreign activities | 0 | 0 | 0 | 424 | 424 |
| Other elements of the comprehensive result | -706 | -541 | 3,120 | 424 | 2,298 |
| Minority interests | 0 | 0 | 0 | 0 | 0 |
| OTHER ELEMENTS OF THE COMPREHENSIVE RESULT - GROUP SHARE | -706 | -541 | 3,120 | 424 | 2,298 |
| COMPREHENSIVE RESULT | |||||
| Comprehensive result | 44,632 | 50,821 | 77,200 | 92,646 | 265,300 |
| Minority interests | -259 | -984 | -967 | -456 | -2,666 |
| COMPREHENSIVE RESULT - GROUP SHARE | 44,373 | 49,838 | 76,233 | 92,190 | 262,634 |
Consolidated statement of financial position (balance sheet) (x 1,000 EUR)
| | Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 |
| :----------- | :------ | :------ | :------ | :------ |# ASSETS
Non-current assets
| Goodwill | 46,827 | 46,827 | 41,627 |
| Intangible assets | 2,571 | 2,685 | 2,589 |
| Investment properties | 5,030,705 | 5,412,279 | 5,506,996 |
| Other tangible assets | 1,784 | 1,784 | 1,834 |
| Non-current financial assets | 10,100 | 10,292 | 13,698 |
| Finance lease receivables | 104,805 | 148,964 | 148,622 |
| Trade receivables and other non-current assets | 386 | 1,685 | 1,682 |
| Deferred taxes | 1,658 | 1,602 | 3,806 |
| Participations in associates and joint ventures | 67,878 | 68,451 | 73,950 |
Current assets
| Assets held for sale | 3,320 | 93,335 | 130,850 |
| Current financial assets | 0 | 0 | 0 |
| Finance lease receivables | 2,397 | 3,605 | 3,636 |
| Trade receivables | 35,421 | 36,219 | 33,847 |
| Tax receivables and other current assets | 39,601 | 41,175 | 39,904 |
| Cash and cash equivalents | 37,793 | 45,935 | 48,037 |
| Accrued charges and deferred income | 46,534 | 43,606 | 41,982 |
| ASSETS | ||||
|---|---|---|---|---|
| Non-current assets | 5,266,714 | 5,694,568 | 5,800,003 | 5,985,532 |
| Goodwill | 46,827 | 46,827 | 46,827 | 41,627 |
| Intangible assets | 2,571 | 2,685 | 2,589 | 2,487 |
| Investment properties | 5,030,705 | 5,412,279 | 5,506,996 | 5,669,990 |
| Other tangible assets | 1,784 | 1,784 | 1,834 | 2,019 |
| Non-current financial assets | 10,100 | 10,292 | 13,698 | 36,145 |
| Finance lease receivables | 104,805 | 148,964 | 148,622 | 147,999 |
| Trade receivables and other non-current assets | 386 | 1,685 | 1,682 | 1,687 |
| Deferred taxes | 1,658 | 1,602 | 3,806 | 3,918 |
| Participations in associates and joint ventures | 67,878 | 68,451 | 73,950 | 79,661 |
| Current assets | 165,066 | 263,875 | 298,255 | 191,421 |
| Assets held for sale | 3,320 | 93,335 | 130,850 | 39,846 |
| Current financial assets | 0 | 0 | 0 | 0 |
| Finance lease receivables | 2,397 | 3,605 | 3,636 | 3,667 |
| Trade receivables | 35,421 | 36,219 | 33,847 | 34,835 |
| Tax receivables and other current assets | 39,601 | 41,175 | 39,904 | 50,568 |
| Cash and cash equivalents | 37,793 | 45,935 | 48,037 | 19,857 |
| Accrued charges and deferred income | 46,534 | 43,606 | 41,982 | 42,648 |
| TOTAL ASSETS | 5,431,780 | 5,958,444 | 6,098,258 | 6,176,953 |
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
| Shareholders’ equity | 2,871,769 | 2,919,839 | 3,216,017 | 3,287,533 |
| Shareholders’ equity attributable to shareholders of the parent company | 2,796,999 | 2,846,930 | 3,139,385 | 3,233,274 |
| Capital | 1,529,929 | 1,609,674 | 1,698,517 | 1,698,517 |
| Share premium account | 902,688 | 990,674 | 1,118,230 | 916,019 |
| Reserves | 319,302 | 151,126 | 154,068 | 358,402 |
| Net result of the financial year | 45,079 | 95,458 | 168,571 | 260,337 |
| Minority interests | 74,771 | 72,909 | 76,632 | 54,259 |
Liabilities
| Liabilities | 2,560,011 | 3,038,604 | 2,882,241 | 2,889,420 |
| Non-current liabilities | 1,168,802 | 1,645,551 | 1,612,079 | 1,616,425 |
| Provisions | 25,505 | 24,810 | 25,048 | 27,220 |
| Non-current financial debts | 1,013,045 | 1,491,099 | 1,460,082 | 1,467,877 |
| Other non-current financial liabilities | 85,041 | 83,560 | 79,672 | 66,305 |
| Deferred taxes | 45,210 | 46,082 | 47,277 | 55,022 |
| Current liabilities | 1,391,209 | 1,393,053 | 1,270,162 | 1,272,995 |
| Current financial debts | 1,210,509 | 1,220,543 | 1,096,015 | 1,100,189 |
| Other current financial liabilities | 5,249 | 3,592 | 1,950 | 310 |
| Trade debts and other current debts | 147,552 | 148,780 | 145,538 | 148,911 |
| Accrued charges and deferred income | 27,899 | 20,138 | 26,660 | 23,585 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 5,431,780 | 5,958,444 | 6,098,258 | 6,176,953 |
91 MANAGEMENT REPORT
SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS
APPROPRIATION OF STATUTORY PROFITS
The board of directors of the Cofinimmo group will propose to the ordinary general meeting of shareholders of 11.05.2022 to approve the annual accounts as at 31.12.2021, to allocate the result as shown in the table opposite and to distribute a gross dividend of 6.00 EUR, i.e. 4.20 EUR net per share. The dates and payment methods of the dividends are provided in the ‘Shareholder’s calendar’ (see page 175). Withholding tax is 30 % (see also section Composition of the port - folio and outlook for withholding tax in the chapter ‘2022 Outlook’ of this document).
As at 31.12.2021, the Cofinimmo group held 37,123 treasury shares. For the 2021 financial year, the board of directors is proposing a divi- dend of 6.00 EUR per share for the 15,875 treasury shares held by the subsidiary Gestone III SA/NV and cancel the right to dividends of 21,248 remaining treasury shares. The distribution is based on the number of shares outstanding at the closing date of the 2021 accounts (31.12.2021). Any sale of shares held by the group, or any new shares issued can modify the distribution.
After the distribution of 190 million EUR proposed for the 2021 finan- cial year, the total amount of reserves and the statutory result of Cofinimmo SA/NV will be 163 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 800 million EUR (see chapter ‘Financial Statutory Statements’ in this document).
For 2021, the consolidated net result from core activities - group share amounts to 212 million EUR and the consolidated net result - group share to 260 million EUR. The pay-out ratio amounts to 90.0 %, compared to 84.7 % in 2020.
6.00 EUR GROSS DIVIDEND PER SHARE PROPOSED FOR THE 2021 FINANCIAL YEAR
90 % PAY-OUT RATIO PROPOSED FOR THE 2021 FINANCIAL YEAR
Trône/Troon 100 oce building containing a medical center – Brussels CBD (BE)
| Appropriations and deductions (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| A. Net result | 261,635 | 122,774 |
| B. Transfer from/to reserves | -71,258 | 48,493 |
| Reserve for the balance of changes in the fair value of properties | -74,456 | -5,283 |
| Financial year | -74,456 | -5,283 |
| Prior years | 0 | 0 |
| Reserve for the balance of changes in the fair value of properties | 0 | 9,738 |
| Financial year | 0 | 9,738 |
| Prior years | 0 | 0 |
| Transfer to the reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 |
| 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 |
| Prior years | 0 | 0 |
| Transfer to the reserve of the negative balance of changes in the fair value of authorised hedging instruments not qualifying for hedge accounting | -38,630 | 20,448 |
| Financial year | -38,630 | 20,448 |
| Prior years | 0 | 0 |
| Transfer to other reserves | -51 | 19 |
| Transfer from the result carried forward of previous years | 41,879 | 23,572 |
| C. Distribution | 0 | -80,571 |
| Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 | 0 | -80,571 |
| D. Distribution for financial year other than return on capital | -190,377 | -90,696 |
| Dividends | -190,045 | -90,286 |
| Profit-sharing scheme | -332 | -410 |
| E. Result to be carried forward | 162,540 | 13,788 |
93 MANAGEMENT REPORT
APPROPRIATION OF STATUTORY PROFITS
EVENTS AFTER 31.12.2021
Issuance of a new sustainable bond of 500 million EUR
On 17.01.2022, Cofinimmo issued a second public benchmark sustain- able public bond for an amount of 500 million EUR. The bonds will carry a coupon of 1 % per year and will mature on 24.01.2028. The proceeds from this issuance will be used to the (re)finance assets, in accordance with Cofinimmo’s sustainable financing framework of May 2020. The selected assets as well as the other aspects of sustainable financing defined by the group are detailed in the ESG report (see pages 137 to 145). The new issue is listed on Euronext Growth Brussels. The settlement and admission to trading of the notes took place on 24.01.2022.
Acquisition a plot of land for the construction of a nursing and care home in Oviedo (ES)
On 25.01.2022, Cofinimmo acquired, through a subsidiary, a plot of land in Oviedo, in the autonomous community of Asturias. The site will see the construction of a new nursing and care home with a total surface area of 6,500 m which will oer 144 beds. The investment budget for both the plot of land and the works amounts to approximately 11 million EUR. Works are expected to start in Q1 2022 within the framework of a turnkey project. The delivery of the nursing and care home is currently scheduled for Q4 2023. The site will be located in a newly-developed mixed area, combining residential districts with shopping streets, within walking distance from the Camino Montecerrao park. It will be easily accessible thanks to several road connections as well as the proximity of several bus stops and a train station. In addition, several charging stations for electric vehicles will be installed in the parking facility of the site. Modern and sustainable materials as well as the latest techniques will be used for the construction. Remotely readable meters will help reduce the energy intensity of the building, for which Cofinimmo aims for an A-level energy label as well as a BREEAM Excellent certification. The site is pre-let to Amavir, one of the country’s leading operators. A double-net lease with a term of 25 years has been signed. The rent will be indexed annually according to the Spanish consumer price index. The gross rental yield will be in line with current market conditions
Nursing and care home – Oviedo (ES)
No major event which could have a significant impact on the results as at 31.12.2021 occurred after the balance sheet date.
94 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Future disposal of the Everegreen oce building (BE)
On 25.01.2022, Cofinimmo Oces SA/NV, a 100 % subsidiary of Cofinimmo, signed a private agreement relating to the divestment ((by Q4 of 2023, at the end of the current usufruct) of the Everegreen oce building, located rue de Genèvestraat 12 in 1140 Evere, in the decentralised area of Brussels for approximately 23 million EUR. This amount is in line with the latest fair value (at 30.09.2021) as determined by Cofinimmo’s independent real estate valuer, before the conclusion of the said agreement. The divestment of the Everegreen building is fully in line with Cofinimmo’s strategy in the oce segment. The building oers over 16,000 m of oce space and more than 300 parking spaces. It was built in the early 1990’s and is currently entirely leased.
Acquisition of a plot of land for the construction of a nursing and care home in Elche (ES)
On 17.02.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the autonomous community of Valencia. The site will see the construction of a new nursing and care home oering 6,000 m and 150 beds spread over a ground floor and 4 storeys. The investment budget (including the plot of land and the works) amounts to approximately 8 million EUR. The complex will be located near the city centre of Elche and the municipal park El Palmeral. It will be easily accessible by public transport. The new nursing and care home will also play a significant role in the area as it will help meet the increasing need for care facilities for dependent elderly people in the province of Alicante. The construction works will start shortly within the framework of a turnkey project, and the delivery of the new nursing and care home is currently scheduled for Q4 2023.# MANAGEMENT REPORT
EVENTS AFTER 31/12/2021
The nursing and care home will count more than 80% of individual bedrooms which will be divided into co-living units. The entire building is designed for the residents’ well-being. With this building, Cofinimmo aims for an A-level energy performance. The site is pre-let to Grupo Casaverde, one of the leading operators in neurological rehabilitation as well as in the care and well-being of dependent elderly people in Spain. A triple-net lease has been concluded with the operator Grupo Casaverde for a term of 25 years. The rent will be indexed annually according to the Spanish consumer price index. The gross rental yield is in line with current market conditions.
Nursing and care home – Elche (ES)
Everegreen office building - Brussels decentralised (BE)
Nursing and care home – Castellón de la Plana (ES)
Nursing and care home – Le Havre (FR)
Acquisition of a plot of land for the construction of a nursing and care home in Castellón de la Plana (ES)
On 18.02.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the autonomous community of Valencia. The site will see the construction of a new nursing and care home offering 5,600 m² and 136 beds. The investment budget for both the plot of land and the works amounts to approximately 11 million EUR. The complex will be located in a residential area, close to a hospital and the city-centre, the site will be easily accessible thanks to several bus lines and the proximity of the train station of Castellón de La Plana. The parking will also offer two charging stations for electric vehicles and two parking spaces reserved for shared vehicles. Sustainable materials with a long lifecycle and high thermal performance will be used to improve the energy intensity of the building, for which Cofinimmo aimed for an A-level energy performance and a BREEAM Excellent certification. Works are expected to start in March 2022, within the framework of a turnkey project, and the delivery of the nursing and care home is currently scheduled for April 2024.
Acquisition of a nursing and care home in Le Havre (FR)
On 21.02.2022, Cofinimmo acquired a nursing and care home in Normandy. This is the second phase of the acquisition of health - care real estate sites in Normandy announced on 01.02.2021. The investment amounts to nearly 27 million EUR. The nursing and care home is located in Le Havre, in the department of Seine-Maritime, in Normandy, which counts approximately 3.5 million inhabitants. Built in 2010, the site is currently in operation. In total, it offers 104 beds for long-term placement, of which 45 are dedicated to people suffering from Alzheimer’s disease, 7 places for short- to medium- term placement as well as 15 day-care places, both also dedicated to the same type of patients, spread over a total surface area of approximately 6,300 m². Located in a densely populated urban area which counts several residential areas, the site is easily accessible thanks to extensive road and public transport connections. The site also benefits from the proximity of the private hospital L’Estuaire. Finally, the energy consumption of the building will be monitored to meet environmental standards. The site is already pre-let to DomusVi with whom Cofinimmo signed a double-net lease has been signed with the operator for a fixed term of 12 years. The rent will be indexed annually and the gross rental yield is in line with current market conditions.
The site is pre-let to Solimar, part of Vivalto Group, with whom Cofinimmo signed a triple-net lease for a fixed term of 25 years. The rent will be indexed according to the Spanish consumer price index. The gross rental yield is in line with current market conditions.
Nursing and care home – Velp (NL)
Acquisition of a nursing and care complex in Velp (NL)
On 01.03.2022, Cofinimmo acquired, through a subsidiary, a nursing and care site in the Dutch province of Gelderland for approximately 8 million EUR. The nursing and care site is located at walking distance from the centre of Velp, a municipality of about 18,000 inhabitants in the green agglomeration of Arnhem. It offers a good multimodal connection thanks to a bus station at 150 m and the railway station at 1 km. The complex dates from 2015 and consists of two connected residential care buildings, which offer together a surface area of approximately 2,600 m². The complex counts 48 nursing and care units (34 single rooms and 14 double rooms, for a total of 62 beds) for residents with mental and/or somatic impairments as well as a separate office building with a secure bicycle parking with charging points for electric bicycles. The level of energy performance of the nursing and care buildings is A+++ and that of the office building is A. The building is let to Stichting Siza, a renowned healthcare institution, specialised in the assistance to people suffering from impairments, with whom Cofinimmo signed a double-net lease for a term of 15 years. The rent will be indexed annually and the gross rental yield amounts to approximately 5%, taking into account the A+++ energy performance of this care complex.
2022 OUTLOOK
Assumptions - internal factors
ASSET VALUATION
The fair value of the real estate portfolio included in the projected consolidated balance sheet as at 31.12.2022 corresponds to the fair value of the overall portfolio as at 31.12.2021, increased by the expenses for major renovations and the investments planned for 2022.
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 2022 budget, Cofinimmo set its investment assumptions, which would amount to approximately 600 million EUR gross for the 2022 financial year. Their breakdown is as follows :
- investments in healthcare real estate in the amount of 576 million EUR, resulting from the construction of new units or the extension of existing units to which the Cofinimmo group is committed (240 million EUR), but also to new investments (already made at the beginning of 2022 for 80 million EUR and under due diligence for 55 million EUR, and hypothetical for 200 million EUR);
- investments in offices for 20 million EUR, corresponding mainly to ongoing or planned major renovations expenditures;
- 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 140 million EUR, mainly in office buildings but also in healthcare real estate and in property of distribution networks. These assumptions do not take into account the potential entry of one or several partners in the capital of Cofinimmo Offices. The future projects are detailed on page 38 for healthcare real estate and on page 69 for offices.
Woluwe 58 office building - Cofinimmo’s head office - Brussels (BE)
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 forecast also includes refurbishment costs, a rental vacancy period, rental charges and taxes on vacant space that apply in the event of a tenant leaving, as well as agent fees at the time of relocation. 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 0.02 EUR per share.
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
Ongoing contracts are indexed. The inflation rate used for rent increases is between 2.6% and 4.6% (external data) depending on the country, for leases indexed in 2022. 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 0,05 EUR per share.
INTEREST RATES
The calculation of financial expenses is based on the future interest rate curve (external data) and ongoing financing contracts as at 31.12.2021, plus the 500 million EUR sustainable bond issued in January 2022 and 320 million EUR. Given the foreseen hedging instruments, the average interest rate (margins included) should be higher than the 2021 rate. Changes in the fair value of instruments used to hedge 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.# MANAGEMENT REPORT 2022 OUTLOOK
Consolidated outlook
Based on the information currently available and the assumptions detailed above (gross investments of 600 million EUR or 460 million EUR net in 2022), and in particular the disposals carried out in 2021 and budgeted in 2022, Cofinimmo expects, barring major unforeseen events, to achieve rental income, net of rental charges of 310 million EUR leading to a net result from core activities – group share of 219 million EUR (compared to 212 million EUR as at 31.12.2021), i.e. 6.90 EUR per share for the 2022 financial year, taking into account the prorata temporis dilutive effects of the capital increases carried out in 2021 (approximately 0.50 EUR per share) and the disposals carried out in 2021 and the ones budgeted in 2022 (approximately 0.35 EUR per share).
Based on the same data and assumptions, the debt-to-assets ratio would be lower than 49 % as at 31.12.2022. This ratio does not take into account possible increases in fair value (which, if necessary, will be determined by the independent real estate valuers).
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. This will depend on the trend in market rents, changes in their capitalisation rates, and the anticipated costs of renovating buildings.
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 plans to offer shareholders a gross dividend of 6.20 EUR per share for the 2022 financial year (i.e. a consolidated pay-out ratio of 90 %), up compared to 2021. This outlook is provided subject to the main risks and uncertainties stated in the chapter ‘Risk factors’ of this document. This dividend represents a gross yield of 4.7 % compared to the average market price of the share for the 2021 financial year and to a gross yield of 6.1 % compared to the net asset value of the share at 31.12.2021 (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 represent at least of 80 % of Cofinimmo SA/NV’s (non-consolidated) realised net profit for 2022. In some cases, however, this article provides for a reduction in the distribution obligation, or even a lack of distribution obligation. 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).
Pub Tulipant – Brussels (BE)
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 consolidated portfolio’s fair value would reach 70 % by the end of the 2022 financial year (compared to 67 % at the end of 2021). However, this percentage is not the relevant criterion in terms of withholding tax.
Since the publication of the 2020 universal registration document on 09.04.2021, the framework legislation of 27.12.2021 has increased the relevant threshold for reduced withholding tax to 80 % (vs. 60 % previously) (Article 20 of the framework legislation amending Article 171, 3° quater of the Income Tax Code). This threshold is currently not achieved; the estimated percentage as at 31.12.2021 is approximately 59 %.
The framework legislation defines the method for calculating the percentage : it is calculated by adding the values of the valuations and updates at the various reference points in time and by dividing them by the total value of these valuations and updates at the various reference points in time.
6.90 EUR/share FORECAST OF THE 2022 NET RESULT FROM CORE ACTIVITIES GROUP SHARE
6.20 EUR/share FORECAST OF THE 2022 GROSS DIVIDEND, PAYABLE IN 2023
| INVESTMENT PROGRAMME FOR 2022 (x 1,000,000 EUR – per segment) | ||||||
|---|---|---|---|---|---|---|
| Healthcare | 600 | |||||
| Distribution networks | 4 | |||||
| Offices | 20 |
STATUTORY AUDITOR’S REPORT ON THE FORECASTS
To the board of directors of Cofinimmo SA
Boulevard de la Woluwe 58 - 1200 Brussels
Dear ladies and gentlemen
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 2022 (the “Profit Forecast”). The Profit Forecast, and the material assumptions upon which it is based are set out on pages 98 to 101 of the 2021 annual report of the Group (“the Annual Report”).
We do not report on the other elements of the net result, 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 elements (a) and (b) as defined under item 11.2 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 Profit 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 Universal Registration document.
Basis of Preparation of the Profit Forecast
The Profit Forecast has been prepared on the basis stated on pages 98 to 101 of the 2021 Annual Report and is based on a forecast for the 12 months to 31 December 2022. 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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 Universal 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 Universal Registration document in compliance with Annex 1 item 1.2 of the Commission Delegated Regulation.
Signed at Zaventem, 15th March 2022.
The statutory auditor
Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises BV/SRL
Represented by Rik Neckebroeck
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STATUTORY AUDITOR’S REPORT ON THE FORECASTS
ESG REPORT
TABLE OF CONTENTS
- Message to stakeholders
- Major trends and their impacts on the ESG strategy
- Value chain
- Dialogue with stakeholders
- Environment
- Energy intensity and GHG emissions
- Water management
- Social
- Safety and well-being of occupants
- Subcontractor relations
- Human capital
- Respect for differences and cultural diversity
- Employee training
- Corporate values
- Employee safety and well-being
- Governance
- Profitability for investors and access to capital
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Over the last decade, Cofinimmo has shown the strongest sustainable growth of all companies listed on Euronext Brussels. Cofinimmo’s 30³ project confirms its commitment to ESG and its alignment with the worldwide objective of limiting global warming.
MESSAGE TO STAKEHOLDERS
DEAR STAKEHOLDERS,
Cofinimmo, a major player in European real estate, has been committed to a global ESG strategy for almost 15 years. It is actively involved in the Paris Agreement launched at COP21 and reaffirmed at COP26. The group believes that it is possible to aim for a carbon-neutral society by 2050 while serving the interests of all its stakeholders.
Cofinimmo’s 30³ project fits perfectly with this view. The project aims to reduce the energy intensity of the portfolio by 30% to 130 kWh/m³ by 2030 and is a priority for 2021 and beyond. It is complemented by relevant ESG topics in healthcare real estate and given the company’s earlier progress in this area. The 30³ targets take 2017 as their baseline and have been established using the science-based targets methodology, through which the group can objectivise the effort to be made in order to contribute to the global objective of limiting global warming.
The energy intensity of the portfolio has fallen from 190 kWh/m³ in 2017 to 165 kWh/m³ in 2021 (178 kWh/m³ in 2019 and 163 kWh/m³ in 2020), i.e. a total reduction of 13% compared to 2017, well on track to achieve the reduction target by 2030.
In 2020, Cofinimmo joined the Belgian Alliance for Climate Action (BACA), a platform open to Belgian organisations that want to reduce their GHG emissions and increase their climate ambitions using the science-based targets initiative.
In order to achieve the objectives set at COP21 and those related to the maximum 1.5-degree scenario, Cofinimmo has launched its first in-depth and structured analysis of physical and transitional risks. This will make it possible to define the level of risk exposure for individual assets and put in place an action plan covering the whole portfolio that complies with the recommendations of the Task Force on Climate-Related Financial Disclosure (TCFD).
For almost 15 years, Cofinimmo has used an environmental management system, certified ISO 14001:2015, that covers the life cycle of its assets. This certification is renewed every three years and ensures that the company manages the environmental aspects of its activities in a structured manner, including its compliance with the environmental regulations in force.
In order to meet the demand of its stakeholders, the group has acted proactively in the area of ESG, for example by participating in benchmark assessments and by completing questionnaires that provide primary and objective data to stakeholders. Throughout 2021, Cofinimmo has obtained certifications and been awarded ratings by numerous organisations and institutions (CDP, GRESB, ISS ESG, EPRA, etc.). Although obtaining these recognitions are not the ultimate goal, they reaffirm the company’s resolve toward its ESG commitments and motivate the group to continue along this path.
Cofinimmo pays particular attention to the alignment between its financial strategy and its ESG objectives. In January 2022, the company successfully issued a new benchmark-sized public sustainable bond for an aggregate nominal amount of 500 million EUR. This was identical to the November 2020 bond. The proceeds will be used entirely for asset (re)financing, in line with the May 2020 sustainable financing framework. This operation has further strengthened the balance sheet and consolidated Cofinimmo’s reputation on the international capital market.
In January 2022, Cofinimmo was awarded the Sustainable Growth Award 2021 by Euronext Brussels. This distinction is a clear recognition of the company’s historical and ongoing commitment to ESG, an area in which Cofinimmo has been a pioneer since 2008 and which is an integral part of its DNA.
Cofinimmo would like to thank all its employees for contributing to its People, Planet and Profit management approach. The Sustainable Growth Award is a fantastic motivation for the company and its staff to continue their efforts to construct a more sustainable environment.
Jacques van Rijckevorsel, Chairman of the board of directors
Jean-Pierre Hanin, Chief Executive Officer
We support the United Nations Global Compact and are committed to continuously renew our commitment to this initiative.
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MESSAGE TO THE STAKEHOLDERS
Cofinimmo’s strategy prepares for the tomorrow’s world by anticipating and responding to major societal trends. The United Nations’ 17 Sustainable Development Goals (SDGs) are one of the major developments which Cofinimmo takes into account.
MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY
More than two years have passed since the outbreak of the COVID-19 coronavirus pandemic, and one can see how cooperation between businesses, organisations and governments helped navigate through the crisis. For the first time, the EU has been able to reap the benefits of this cooperation in the form of the European recovery plan ‘Next Generation EU’, whereby countries are encouraged to invest, among others, in the renovation of buildings and the development of clean technologies and renewables. Businesses are called to take action for a proper transition towards sustainable and resilient economies and societies.
Cofinimmo positions itself as a driver for change in dealing with the challenges facing the built environment such as climate change, sustainable water management, 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.
For almost 15 years, 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 (SBTi) and by becoming a member of the Belgian Alliance for Climate Action (BACA).
As of December 2021, Cofinimmo’s commitments have been available on the European Climate Pact website, including its emissions reduction targets, its commitment to a transparent environmental reporting as well as the integration of the 1.5-degree scenario analysis in the company’s overall strategy.
But Cofinimmo’s commitment to ESG does not stop there. The proof is the materiality analysis, developed for the first time in 2014 according to the Global Reporting Initiative (GRI) guidelines, which has been reviewed and refined every year since. The 2021 review made it possible to remove mature topics as priorities. Although the project 30³ remains the focus, it is complemented by topics relevant to the healthcare real estate segment based on the past trajectory. Sustainable water management, taking into account water circularity and focusing on people, aligns the ESG priority areas with most of the activities in healthcare sector.
In 2021, Cofinimmo continued its dialogue with stakeholders to ensure the highest level of transparency on its activities and its objectives in terms of energy consumption reduction and its resilience to climate change, including the path towards a carbon neutral scenario. 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 in 2021. The answers are publicly available and describe in detail the risks and opportunities associated with climate change that have been identified. In addition, Cofinimmo is collaborating with MSCI in order to define the physical and transitional risks of its portfolio, based on a scenario analysis that is in line with the recommendations provided by the TCFD.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
ESG REPORT
Materiality analysis
The materiality analysis, shown on the infographics opposite, consists of three circles, each representing one pillar. The topics appearing in the three circles each represent a sustainability challenge for the company. Their position in the circle 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 six priority areas for action out of the 15 areas identified internally. The most significant ESG risks are described in the risk factors (see page 7). 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 these topics are subject to strict legislation that requires companies to deal with them, irrespective of the perception of their importance within the company, or the fact that these topics have gained maturity within green business process management. For example, Cofinimmo is pursuing its mobility policies and strategy but considers that the maturity of this topic allows it to take second place to other subjects. All the details of the actions carried out in 2021 and future objectives are listed in a dashboard (see pages 337-341). The link between the topics of Cofinimmo and the SDGs is listed in a cross-reference table (see pages 342-343).
106 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| Business ethics | Profitability for investors and access to capital | GOVERNANCE |
|---|---|---|
| Accessibility for people with reduced mobility | Aesthetics, respect for public spaces and diversity of districts | Safety and well-being of occupants |
| Human capital | Relationship with suppliers | Materiality analysis |
| ENVIRONMENTAL | SOCIAL | |
| Waste linked to occupation | Construction waste | Impact on green spaces |
| Use of sustainable / recycled materials | ESG Strategy | Energy intensity and GHG emissions |
| Mobility | Water management | Nature of the activity |
107 ESG REPORT
MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY
Climate change
Climate change represents a long-term risk. The sixth assessment report (AR6) of the IPCC states that it is now unequivocal that human influence has played a role in warming the global climate since pre-industrial levels (Source : AR6 Climate Change 2021 : The Physical Science Basis). The real estate sector strongly believes that climate change will have a greater impact on real estate in the next 30 years. Among this sector, 79 % of industry leaders consider that the reduction of embodied carbon has gained importance over the last year, which is slightly over the 73 % of those who believe the reduction of operational carbon emissions is increasingly important (Source : Emerging Trends in Real Estate ®, Climate Change, Europe 2022, PWC & Urban Land Institute). Following up on the targets of the Paris Agreement at COP21, the COP26’s first objective is to keep the 1.5-degree threshold within reach and to secure global net zero by mid-century (Source : https://ukcop26.org/cop26-goals/), which is considered as a major challenge but also an opportunity by the real estate sector. 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 a 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 30%, 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 being the key to achieve the objective validated by the Science-Based Targets initiative.
Nursing and care home - Valladolid (ES)
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Sustainable water management
Water is the foremost and most ancient element on earth, the one that contributes to the whole ecosystem existence, including human life and activities. While not limiting the attention to water consumption, the effects of climate change are demanding a re-think of strategy for sustainable water management, focusing on all the factors that make water such a complex and vital element for the entire ecosystem and life. Through its agencies and projects, such as FAO and the UN Global Compact (CEO Water Mandate), the United Nations is promoting accurate information on water distress and water stewardship in order to ensure water security in different geographies of all the planet, which are experiencing water distress each one in their own way. The real estate sector will be challenged by the dramatic effects of water distress, as it is part of the solution and needs to take a proactive approach on the issue. This can be represented by the 3 Rs applied to water management, namely reduce, reuse, recycle in order to promote water conservation. From the risk of extreme events such as floods or extreme drought, real estate can first protect the environment and its assets by collecting data on water consumption and conducting analysis on ordinary and extra-ordinary consumption, and act upon when required. In addition to improving data metering, concrete action involves putting the building itself at the centre of the solution : from permeable pavements to bioswales and green roofs, green infrastructure is one of the tools improving resources such as water.
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 2020 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 accounted for 20.6 % in 2020. Projections state that this percentage will increase to 30.8 % of the EU-27’s population by 2080. 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 32.0 % in 2020 to 60.9 % by 2080. The total age-related dependency ratio is projected to rise from 55.5 % in 2020 to 80.8 % by 2080 (source : Eurostat, July 2021 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 most recent studies of the European Commission - Joint Research Center (JRC) on the future of European cities, which applies a global people-based definition of cities and settlements in the form of urban functional area (UFA), the process we call growing urbanisation is in fact already happening, with 75 % of the world population currently living in urban areas. Moreover, JRC projections to 2030 show that most of European major cities will experience urban population growth as part of a continuous process of urbanisation. 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 and accessibility
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.# ESG REPORT
MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY
Accessibility being linked to mobility, the importance of the geographical location of assets becomes a real social challenge. In the case of healthcare, nursing and care homes are occupied by elderly citizens who might feel excluded from society, due to their age and their physical distance from decision-making infrastructures. Ensuring accessibility to assets enables occupants to mix with the outside population, which in turn will help prevent their feelings of exclusion.
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.
In 2021, most companies have applied teleworking systems to comply with government directions to prevent the spread of COVID-19, but also to follow a trend towards agile working modes. In addition to a more flexible organisation of working hours, some companies will also 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. In 2019, annual waste generated within the EU-27 has been approximately 500 kilograms per capita, which is higher than the previous year. (Source: Eurostat data, May 2021 update).
Aware of its impact during (re)development works, Cofinimmo seeks to select sustainable materials that can easily be recycled or, preferably, reused. Life cycle analysis is a powerful tool to understand the impacts that the construction and operating of buildings has on the environment in terms of embodied carbon, operating carbon and depletion of resources. This approach helps understand how it is possible to implement a beneficial circle that re-uses and recycles the resources that result at the end of life of a building. So that only a minimum of initial resources ends up being waste.
When buildings are demolished, the waste is thus strictly separated. 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 by 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 September 2021, Cofinimmo has implemented a booking system which uses the Proxyclick platform to book the presence of its employees in the office. This has helped employees coming back to the office in a safe environment, which complies with current Belgian regulations to prevent the spread of COVID-19.
Evolving technology in healthcare
Technology is enabling a gradual shift from curative to preventive medicine. The Internet of medical things (IoMT) is enabling a new way of healthcare management, giving doctors a more dynamic view of their patients’ health and, if necessary, adapting their treatment more quickly according to their condition. These sensors can even trigger a call to emergency services in the event of serious anomalies in a patient’s parameters.
All these possibilities have an impact on healthcare infrastructure, as hospital stays are now shorter. Other technologies, such as telehealth and electronic medical records (EMRs), are leading towards higher flexibility of space in healthcare facilities. While not intended to substitute the importance of personal visits, telehealth is helping to redefine the doctor-patient relationship and the medical office space, allowing patients to access treatments from their connected devices, and doctors to rethink their medical practices.
The EMR system will also help redefine healthcare spaces. With all records being digital, EMR reduces the amount of space needed to keep medical records, freeing up considerable space that could be used for different purposes, such as a storage unit for medical devices, or additional space to create more rooms for patients.
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 homes as long as possible, and the technical evolution in healthcare will make this possible. However, it will require flexible housing design that can evolve according to a person’s stage in life.
Quartz office building – Brussels CBD (BE)
Nazli Batur – Treasury officer Cofinimmo, Charlotte De Meester – Junior commercial account manager Cofinimmo, Marie-Louise Diarra – Development assistant Cofinimmo & Michiel De Muynck – Senior transaction manager Cofinimmo
VALUE CHAIN
Financing, expertise, life-cycle analysis and sustainable materials management that have a positive impact on customer relations over the long term.
Financing
Cofinimmo’s mission is to enable its shareholders to make long-term, 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.# ESG REPORT
VALUE CHAIN
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 137-145).
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). After the renewal of its certification for the fourth consecutive time on 30.07.2020, the compliance of Cofinimmo’s environmental management system with ISO 14001 was reconfirmed through a follow-up audit in July 2021. 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).
Life cycle analysis and materials management
In 2021, Cofinimmo scaled up its effort and implemented a structured life cycle analysis (LCA) procedure. This qualitative as well as quantitative analysis addresses the entire development portfolio (renovations and new constructions). A comparison of the previous LCA reports has been conducted to help define a standardised and structured procedure for existing and future projects, with the aim to comply with the legislation in the geographies where Cofinimmo operates. This procedure will include : defining, for all projects, a set of common building elements as part of the LCA; covering the operational stage of a building to ensure a complete LCA; setting up the same building’s life time for all LCA projects. This will ensure that all LCAs done for Cofinimmo’s development projects include the same key and comparable information on its buildings. Cofinimmo’s approach 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.
| Healthcare real estate | Distribution networks, PPP | Offices | Acquisition | Design | Construction | Commercial management | Property management | Development | |
|---|---|---|---|---|---|---|---|---|---|
| Cofinimmo’s influence | medium | high |
Cofinimmo’s influence is described in detail and by segment in the management report (see pages 34, 57, 61 and 64).
112 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
3 DISTRIBUTION NETWORKS | 190 INSURANCE AGENCIES | 889 PUBS / RESTAURANTS | 62 OFFICE BUILDINGS | 279 TENANTS | 24,537 OCCUPANTS | 266 HEALTHCARE REAL ESTATE | 25,633 RESIDENTS | 58* GROUPS OF OPERATORS TENANTS
2.6 billion EUR DEBT | 1,916 SUPPLIERS | 145 EMPLOYEES | 3.3 billion EUR EQUITY
DEVELOPMENT | COMMERCIAL MANAGEMENT | Enable shareholders to make long-term, 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. | Animate an inspiring work and living environment, serving an exciting business project | 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. |
PORTFOLIO | PROPERTY MANAGEMENT | DESIGN | ACQUISITION | CONSTRUCTION | SALE |
WASTE REUSE RECYCLE | TRANSPORT | USE RAW MATERIALS |
4 ACQUISITIONS | 110 DISPOSALS | 21 PROJECTS | 7,282 INTERVENTIONS | 3 PROJECTS | 4 PROJECTS | 88 DEALS
- This only encompasses healthcare operators.
113 ESG REPORT VALUE CHAIN EXTRACT
| RAW MATERIALS | TRANSPORT TO FACTORY | MANUFCATURE PRODUCTS | TRANSPORT TO SITE | CONSTRUCT THE BUILDING | OPERATIONAL EMISSIONS | MAINTAIN THE BUIDLING | DEMOLISH THE BUILDING | HAUL AWAY WASTE MATERIALS | WASTE PROCESSING | LANDFILL | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMBODIED CARBON | A1 | A2 | A3 | A4 | A5 | B1B5 | B6B7 | C1 | C2 | C3 | C4 |
WHAT? A LIFE-CYCLE ASSESSMENT (LCA) is a methodology that assesses the environmental impacts associated with all the life cycle stages of a building. Performing an LCA on a new development makes it possible to understand which stage and which material is the most harmful to the environment. Also, an LCA incorporates both the Operational Carbon and the Embodied Carbon.
- OPERATIONAL CARBON is the sum of all greenhouse gas emissions throughout the lifetime of the building and during its operation.
- EMBODIED CARBON is the sum of all greenhouse gas emissions throughout the lifetime of the building related to the construction, maintenance and end-of-life of a building. Embodied carbon is now the main challenge, since operational carbon improvements have had the focus over the last years.
114 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
WHY? ENVIRONMENTAL CONSIDERATIONS
Currently, our greatest challenge is the immediate importance of fighting against global warming and climate change. But not enough attention is being put on the hidden side of emissions. In the building industry, massive amounts of materials are required and thus massive amounts of emissions are caused. To truly fight global warming, Embodied Carbon must be considered now.
UPCOMING LEGISLATION
Countries and cities are looking into the development of legislation to limit Embodied Carbon in new buildings. This has been done in France, and is planned in the United Kingdom. Countries such as Belgium, The Netherlands and Germany are also on their way to implement new legislation on Embodied Carbon. To be ready for future legislations, Embodied Carbon must be considered now.
BEING PROACTIVE, NOT REACTIVE
Embodied Carbon is a complex issue with various aspects to consider. Performing LCAs and developing processes to calculate and reduce Embodied Carbon takes time. Added to the fact that once a building is built, it is already too late to address. To be part of the solution and not the problem, Embodied Carbon must be considered now.
HOW? UNDERSTANDING EMBODIED CARBON
The first and most important step to addressing Embodied Carbon is to fundamentally understand what LCAs are, how they are generated, and how they can be used.
KEY ACTIONS
* Review current LCAs and their pros/cons.
* Schedule training sessions for property and project managers.
IMPOSING LCAs
Then, in order to truly get a grasp of what is the current state of their buildings, LCAs should be a requirement for new constructions going forward.
KEY ACTIONS
* Require LCAs to be performed on properties under consideration.
IMPROVING LCAs
Once LCAs are required, these must also be performed and presented following best practices. This is in order to ensure their comparability and thus allow to identify where there is the most room for improvement.
KEY ACTIONS
* Include best practice LCA guidelines in tender processes.
* Monitor and compare LCA data.
SETTING TARGETS
This is when the true crux of the issue can be addressed, and best practice Embodied Carbon reduction strategies be developed. And considering the long time it can take to get here, the earlier the start, the better.
KEY ACTIONS
* Stay up to date with legislation.
* Set internal targets, budgets and reporting requirements for Embodied Carbon in all new constructions.
1 2 3 4
115 ESG REPORT VALUE CHAIN
As a listed real estate company, Cofinimmo provides investors with the opportunity to invest indirectly in real estate. Fully aware of the impact of its activities, the company maintains an ongoing dialogue with its stakeholders at every stage of a building’s life cycle.
DIALOGUE WITH STAKEHOLDERS
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 by valuing, among other things, transparent and proactive communication and a culture of empowerment in which staff members contribute to the definition of the company’s objectives in order to achieve them together in a spirit of open feedback. This is partly done through coaching and individual or team training. As a responsible employer, Cofinimmo is attentive to the well-being of its staff. It encourages a healthy diet, physical exercise and a good work-life balance. It also supports the well-being of the company by giving employees the opportunity to take on socially relevant responsibilities and activities. In some cases, Cofinimmo interacts with its stakeholders in multiple ways : a banker for example can both be a supplier of capital and, 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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
ESG REPORT
1. DIALOGUE WITH STAKEHOLDERS
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 consider them 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 the members of the executive committee and, more specifically, the CEO and the CFO, assisted by the external communication, finance, and ESG departments. In 2021, 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 M&A team or the commercial representatives. The aim of the commercial 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, the client also receives visits from Cofinimmo’s property managers or their representatives. In some countries, Cofinimmo has signed outsourcing agreements for the technical management of buildings because the properties are geographically dispersed. Each property is visited at least once a year to establish a proactive dialogue with the operator. In Finland, Cofinimmo also concluded subcontracts 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 varies from one per month to one every six months, depending on the asset and the type of contract.
In January 2022, Cofinimmo conducted a satisfaction survey relating to 2021 among its tenants in the healthcare real estate segment. The objective of the survey was, among others, to better understand the level of satisfaction of the tenants with regard to the performance of the buildings they manage. Through this survey, Cofinimmo wanted to strengthen the dialogue with tenants in the healthcare real estate segment, in order to understand their priorities in terms of building management, from an ESG perspective. The results will be part of a focused action plan to make sure tenant’s feedback is included in the overall strategy.
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 emails are included. The client can also contact the company via the service desk, which is available 24/7. In 2021, the service desk responded to 7,282 client requests. This number is higher than the previous year, which can be explained by a progressive return to buildings by occupants, which occurred after the relaxation, albeit cautious, of the safety measures that had lowered occupancy rate since the COVID-19 outbreak.
Employees
Due to the size of the company, which currently counts approximately 145 permanent staff members, employees have regular contacts with the human resources manager and one of the members of the executive committee. Information meetings and informal consultations, open to all employees, are regularly organised and enable discussion with members of the executive committee.
In 2021, a survey on internal communication and employee interaction was conducted and analysed. A total of 76 % of employees responded to the survey, indicating a high engagement rate. Based on the feedback received, a communication and interaction plan was developed and is being implemented.
The individual performance reviews provide an opportunity to discuss more formally the expectations, role and objectives of each employee within the company. At the end of 2021, Cofinimmo switched to a ‘performance preview’ system, where employees are empowered to propose their own contributions in order to achieve the company’s strategic objectives together. The system of two consultations per year has been abandoned in favour of a permanent feedback system, based on regular interviews. With this new system, employees and their managers work hand in hand to ensure the success of their team.
Although the right to freedom of association and collective bargaining is provided through mandatory social elections, which take place every four years, no trade union representation has been set up so far, due to lack of candidates.
Regardless of the above, Cofinimmo is obviously committed to managing reorganisations responsibly. For operational changes impacting multiple people, the legislation provides for a minimum notice period of six weeks. In recent years, no reorganisation involving job losses has taken place within the group.
Suppliers of goods and services
DEVELOPERS, CONTRACTORS, SERVICE PROVIDERS, FACILITY MANAGERS, REAL ESTATE AGENTS, SOLICITORS, CONSULTANTS
Cofinimmo works with more than 1,900 suppliers. 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. The interactions 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 58 press releases and the half-yearly and annual financial reports which it published in 2021, 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, Italy and Finland are also published respectively in German, Spanish, Italian, Finnish and Swedish.
To follow the volatility and impact of social media, Cofinimmo is active on Twitter and LinkedIn. Together these represent 11,479 followers. In 2021, Cofinimmo published 77 posts on LinkedIn and 56 posts on Twitter. Lastly, Cofinimmo renewed its participation in several ESG ratings and benchmarks, notably GRESB, S&P Corporate Sustainability Assessment, Carbon Disclosure Project and EPRA sBPR, thus maintaining its position among the best real estate companies.
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. The Shift is the national contact point for the World Business Council for Sustainable Development (WBCSD) and the UN Global Compact (UNGC). Over 530 organisations from different sectors are members of this network, including businesses, NGOs, associations, universities, public bodies and other key players in society.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Stakeholders : expectations and responses
| Stakeholders | Expectations | Responses |
|---|---|---|
| SHAREHOLDERS AND INVESTORS individual and institutional shareholders, financial institutions | • 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 clear investment policy in the three business segments : healthcare real estate, distribution networks and PPP, and oces; • 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. |
| CUSTOMERS AND OCCUPANTS healthcare real estate operators, retailers, public services, oce tenants and other occupants | • A building in line with the specific needs of their activities; • 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. |
• A team of professionals active in various real estate fields : commercial representatives to fully understand custom- ers’ needs, project managers to ensure the buildings’ construction quality, property managers to ensure ecient management of buildings in operation, and control of rental expenses. • A commercial oer 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; • Wage conditions that ensure a fair, appropriate and comfortable standard of living and salary development protecting sta against increases in the cost of living; • A system of permanent dialogue between the employee and their manager to help each other as much as possible in successfully contributing to the company’s objectives; • Consultation on working conditions and working atmosphere, with a view to improve work through agreements; • Freedom of association and collective bargaining protected by mandatory elections and regular interaction opportunities with colleagues and the management; • Responsible management and reorganisation (where it occurs); • Access to training; • Regular employee engagement surveys; • Fair treatment. |
| SUPPLIERS OF GOODS AND SERVICES developers, contractors, service providers, facility managers, real estate agents, solicitors, consultants | • Collaboration opportunities; • Compliance with purchase orders and signed contracts : product and service prices, payment deadlines, etc.; • A healthy, well-balanced commercial relationship; • Respect for suppliers’ sta. |
• Clear specifications and tender rules; • Acceptance of the delivered products and services 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; • Commitment to reduce social risks in its supply chain. |
| 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 eect, particularly those governing town plan-ning 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 eect, 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; • ESG ratings and references. |
| 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. |
ESG REPORT
ENVIRONMENT
| Metric | Value | Change |
|---|---|---|
| GHG EMISSIONS INTENSITY IN RELATION TO THE REAL ESTATE RESULT | 156 tonnes of CO 2 e per EUR million | +1.6 % |
| CHANGE IN GHG EMISSIONS | -5.7 % | |
| CHANGE IN ELECTRICITY CONSUMPTION | +9.5 % | |
| CHANGE IN FUEL CONSUMPTION | ||
| ENERGY INTENSITY | 165 kWh/m² |
Organisation / institution
| Rating / certification | Initial rating | Evolution 2021 |
|---|---|---|
| Green Star | 70 % (with peer average being 65 %) | 45 % |
| 2014 | 70 % | |
| 67 % | 70 % | |
| 2019 | 2020 | |
| 2021 | 2021 | |
| B (on a scale from A to D-) | C | |
| 2013 | B | |
| B | 2019 | |
| 2020 | 2021 | |
| 2021 | ||
| BREEAM or HQE - Good to Excel- lent (8 sites)* | ||
| BREEAM In-Use - Good to Very Good (7 sites)* | ||
| 1 site | 2010 | |
| 12 sites | 2019 | |
| 7 sites | 2020 | |
| 15 sites | 2021 |
- A rotation policy is applied for BREEAM or BREEAM-equivalent 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 or BREEAM-equivalent certification at one time or another amounts to 30.
Quartz oce building – Brussels CBD (BE) – BREEAM Excellent
Belliard 40 oce building – Brussels CBD (BE) – BREEAM Excellent
DIALOGUE WITH STAKEHOLDERS
- In the context of a carbon tax at 44.60 EUR/ton CO 2 (Source : ‘ADEME’), this corresponds to a tax of 2.0 million EUR.
The real estate sector is responsible for 40 % of greenhouse gas (GHG) emissions in Europe. In light of this fact, Cofinimmo aims to reduce its buildings’ emissions and strives to ensure they deliver optimal energy performance.
Energy intensity and GHG emissions
The European Union’s commitment to reduce its GHG emissions was reinforced in 2021 by the Fit for 55 Plan. Building and renovating in an energy and resource-ef - cient way is one of the policies that will bring about major changes that will help transform the EU economy for a sustainable future. Cofinimmo, as a major real estate player in Europe, has been committed for almost 15 years to a global ESG strategy, convinced that it is possible to target a carbon-neutral society by 2050 while guaranteeing the interests of all its stakeholders. Its 30 project is part of this approach and contributes directly to its objective of reducing GHG emissions, validated by the Science Based Targets initiative (SBTi).
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/m. To achieve this objective, a 360-degree approach, taking into account the entire life cycle of buildings, as well as scopes 1, 2 and 3, will be applied. This corporate project concerns both the oce 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.
Only 1,000 companies worldwide have a validated target according to SBTi. The 2030 target is currently defined and an assessment is carried out each year to ensure that the commitments made are met. Cofinimmo is also actively working on drawing up its objectives for 2050. To do this, several intermediate stages will be defined to enable the achievement of these objectives by 2050, or even before.
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 multi-tenant oce segment, was completed in 2018. For this purpose, these buildings are equipped with remotely readable meters. 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. This same general approach is being developed for the healthcare real estate and single-tenant oce segments in order to equip 75 % of the portfolio in the healthcare real estate and oce segments with automatic consumption records.
Cofinimmo believes that landlords and tenants have a shared interest in reducing the environmental impact of a rented space. As building occupants are responsible for managing their own consumption, Cofinimmo raises its tenants’ awareness through a sustainable collab- oration 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 volun - tarily provided by the dierent tenants, are collected with the energy accounting software.# ESG REPORT
ENVIRONMENT
As at 31.12.2021, 57 tenants have accepted a sustainable collaboration agreement so that energy consumption is known for 59% of the portfolio. All the energy intensity and GHG emissions data are available in chapter ‘Key EPRA Performance Indicators’ (see pages 317-336). Cofinimmo has adopted the performance indicators advocated by the European Public Real Estate Association (EPRA). The 28 indicators corresponding to 21 GRI Standards drawn from the Global Reporting Initiative (GRI) provide a very clear picture of the performance of different buildings from year to year.
5.5 % RENOVATION OF THE PORTFOLIO (EXCLUDING NEW CONSTRUCTIONS, EXTENSIONS AND ACQUISITIONS) FOR 2026
130 kWh/m² ENERGY INTENSITY ACROSS ALL SEGMENTS BY 2030
85 % SURFACE AREAS COVERED BY A SUSTAINABLE COLLABORATION AGREEMENT BETWEEN COFINIMMO AND THE TENANT (HEALTHCARE REAL ESTATE AND OFFICE SEGMENTS BY 2022)
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. Consumption reports for Cofinimmo have been available since 2010 and show a decrease in energy intensity of 27%, over the last six years, all sectors combined.
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|---|
| Energy Intensity (kWh/m²) | 226 | 179 | 178 | 163 | 165 | 189 |
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 2021, the total footprint was 537 tonnes CO2e (-23% compared to 2009 and +4% compared to 2020, but -26% compared to 2019, i.e. compared to the pre-COVID-19 level). Indeed, the health crisis continues to strongly impact emissions associated with mobility thanks to teleworking. The reduction in the footprint per FTE is -42% compared to 2009 and amounts to 4.0 tonnes CO2e/FTE. A green mobility policy is implemented in order to continue to reduce mobility-related emissions, which directly contributes to the objective of reducing GHG emissions in scopes 1 and 2 by 50% by 2030, compared to 2018, as validated by the Science Based Targets initiative. More details can be found in the chapter ‘EPRA performance indicators’ (see page 317-329).
‘third-party investor’ formula, relieve Cofinimmo of the responsibility of energy supplier and enable it to exploit unusable areas for other activities but 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.
COFINIMMO’S HEAD OFFICE – FOOTPRINT PER SCOPE IN 2021 (% emissions in tonnes CO2e)
| SCOPES | % emissions |
|---|---|
| SCOPE 1 | 48 % |
| SCOPE 3 | 52 % |
| SCOPE 2 | < 1 % |
SCOPE 3 DETAIL
| Emission Source | % emissions |
|---|---|
| UPSTREAM FROM SCOPES 1 & 2 | 23 % |
| COMMUTING | 3 % |
| BUSINESS TRIPS | 5 % |
| WASTE | < 1 % |
| EQUIPMENT | 68 % |
| PAPER PURCHASE | < 1 % |
| VISITORS | < 1 % |
PREVENT
What is the best way to actively participate in global efforts to reduce GHG emissions in the real estate sector? The aim is to reduce energy consumption through redevelopment or major renovation of the portfolio (2.2% of total assets in 2021). 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. Depending on the segment, the approach to reducing consumption differs but the general consideration is to exclude the use of fossil fuels. 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 enables it to have an influence on consumption as soon as the building is occupied. In the portfolio under operational control, the levers for initiatives in terms of emissions reduction go beyond renovations. A five-year 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 has signed a contract for the supply of electricity from renewable sources for 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 zero. The photovoltaic panels installed in 18 buildings of the portfolio together produce 1,926 MWh per year. All the on-site produced energy is used internally. However, legal constraints make it difficult to expand production. Photovoltaic projects, carried out under the ‘third-party investor’ formula, relieve Cofinimmo of the responsibility of energy supplier and enable it to exploit unusable areas for other activities but 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.
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 to achieve their climate objectives. In total, more than 90 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 initiative, 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 30* . The objective of this project was established using the methodology of science-based targets, thanks to which the group was able to objectify the effort to be made in order to contribute to the global objective of limiting global warming to 1.5 degree. It follows the numerous ESG approaches initiated by Cofinimmo almost 15 years ago and is actively in line with the approach of the Paris Agreement concluded at COP21, and confirmed in 2021 by COP26 in order to accelerate climate action.
To limit the financial risk associated with climate change, Cofinimmo applies an approach with seven levels:
- acquisition policy aiming at reaching an average energy intensity of 85 kWh/m² for the acquired portfolio by 2030;
- renovation projects with a maximum energy intensity of 50 kWh/m², taking into account the economic profitability and technical constraints;
- 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.
Following the renewal of the Non-Financial Reporting Directive (EU Directive 2014/95), Cofinimmo has until 01.01.2024 to report its activities according to the European taxonomy. However, Cofinimmo is getting ready for transparent communication as from 2023 (eligibility report for the 2022 financial year).
Nursing and care home – Lérida (ES)
Nursing and care home – Alcalá (ES)
WATER MANAGEMENT
According to MIT researchers, 52% of the world’s population, now estimated to be 9.7 billion people, will live in regions with water stress by 2050. The U.S. environmental program also estimates that the built environment is responsible for 20% of water consumption. The water consumption data, reported by the real estate sector, however, is often limited in scope, accuracy and detail. Given the significant volume of water consumed in the healthcare real estate segment, Cofinimmo seeks to implement targeted actions for sustainable management of the water cycle. Water management, and more specifically access to drinking water, is no longer the only challenge for developing countries. Climate change impacts the variability of the water cycle and its extremes, all over the world. Very concrete phenomena have emerged in Europe in recent years, where summers have been marked by a combination of severe droughts and extremely violent floods. This situation calls for political action to introduce regulations on water reuse, wastewater treatment and land use. In addition to regulations, sustainable certifications such as BREEAM also pay particular attention to these aspects, both from the point of view of environmental responsibility and from the point of view of well-being. These changes impact the construction and management of the portfolio and require the implementation of specific improvements. Encouraging the reuse of water, for example, cannot be done without the installation of water tanks. But the group’s action is not limited to setting up specific equipment.
MEASURE AND ACT
Since the installation of remotely readable meters, Cofinimmo has not limited itself to energy but has also equipped the water meters of buildings with a remote connection. These meters not only measure water consumption but act directly when a discrepancy is observed.
600 liters/m² WATER CONSUMPTION PER SURFACE AREA
19 % BUILDINGS EQUIPPED WITH REMOTELY READABLE WATER METERS
Simple algorithms can detect anomalies in water consumption.# ESG REPORT
ENVIRONMENT
The following day, an alarm is sent to the building manager to analyse the source of the problem. The paradox of water consumption bills, whether in healthcare real estate or in offices, is that the amount is low in normal use. However, these amounts may increase exponentially in the event of a leak. Indeed, a drop can very quickly represent thousands of litres of water lost. The health crisis has clearly shown that water consumption varies significantly more depending on the occupancy rate of a building than energy consumption. In the healthcare real estate segment, we can see that the precautionary measures taken in terms of hygiene have increased water consumption. Conversely, in the office segment, consumption is reduced to zero as soon as teleworking becomes mandatory. Another way of limiting water consumption is to use rainwater for certain uses. This is not yet economically feasible in all cases, but is part of the feasibility criteria for new constructions. On the other hand, the installation of low-flow sanitary equipment is beneficial for all parties and is therefore planned for most projects.
EXTERNAL ENVIRONMENT
Responsible management of water resources is not limited to the internal environment of buildings. The external layout can have a dual function: creating captured and underground water reserves, and delaying the evacuation of rainwater. The installation of green roofs delays the evacuation by creating active roofs. Limiting hardened surfaces allows better permeability of the ground and rainwater can thus supply the groundwater. In the event of heavy rain, which is increasingly common, this makes it possible to have a positive impact on reducing the risk of flooding. Not forgetting the impact on biodiversity, carried out by vegetation, whether on the roof or on the ground. Finally, we note the positive impact of the presence of water on the well-being of occupants and the productivity of employees. In the coming years, water management inside and outside buildings will need to change drastically in order to mitigate the physical risks associated with climate change. 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.
A smart meter measures water consumption every 15 minutes. Water is a resource that is very dependent on the presence of people. During the night, consumption is supposed to drop to zero. If the consumption does not decrease to zero during 24 hours, a leak is present and a consumption stub is visible (see area with green background in the graph). After detecting the cause of the leak, the consumption returns to normal and the graph shows a normal week’s consumption with five peaks, one for each day of the week. This saves thousands of litres of water that would otherwise be lost.
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Organisation / institution
| Rating / certification | Initial rating | Evolution |
|---|---|---|
| 2015 | ||
| SE Belgian Index & SE Best in Class Index | EE+ (Very strong) (on a scale going from F to EEE) | EE+ |
| GDI rating (ranking 3rd place in Belgium) | 0.75 | 18th |
| Equileap | 53 % | 58 % |
| Stand. | Gold |
1. No GDI rating available for 2018, on the worldwide ranking (out of 600 companies).
SOCIAL
Real estate’s impact on the external environment is increasingly well managed. But what about its impact on the internal 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 change is supported by new labels and benchmarks, and it is therefore essential that the buildings provided by Cofinimmo meet these new expectations.
CHARACTERISTICS OF THE BUILDING
The construction choices but also the quality of maintenance have an impact on the safety and well-being of the building occupants. The presence of unverified hazardous materials, non-compliance with safety standards and inadequate adjusted air-conditioning installations can affect their well-being and health. Cofinimmo systematically analyses all elements likely to have an impact on public health and well-being. The due diligence process includes a compulsory analysis of the presence of asbestos, soil pollution and the aspects relating to fire-fighting and fire prevention and accessibility services for people with reduced mobility. The asbestos risk for older buildings in the portfolio is closely monitored. Asbestos present in the buildings is encapsulated in the materials. In the event of deterioration, these materials are removed in accordance with legal requirements that ensure the safety of people.
Since the outbreak of the pandemic, the office management team has taken various initiatives to improve the working environment and prevent the spread of the virus as much as possible. In 2021, Cofinimmo Offices obtained official COVID Safe certification for common areas of its multi-tenant office buildings. Subsequently, audits of ventilation rates were carried out by the Deplasse agency in all of these buildings. In 2022, virucide filters from the Belgian company Deltrian were installed in the air exchange systems of the multi-tenant office buildings concerned. These filters neutralise 99% of viruses, including COVID-19. Moreover, these filters are energy class A+ and comply with the EN 14476 standard.
INTERNAL AND EXTERNAL FACILITIES
Cofinimmo ensures that users can enjoy outdoor spaces. The promotion of health through the presence of nature or through landscaping is thus confirmed. The garden of the Orelia Keiheuvel nursing and care home was redesigned into a natural garden which introduces residents suffering from dementia to the heath landscape, and a wheelchair path of one kilometer was subsequently created, allowing residents and visitors with reduced mobility to experience nature again. At Belliard 40, in the European quarter in the heart of Brussels, Cofinimmo has created a magnificent indoor garden. Accessible open spaces have been created, each with its own atmosphere. Steps lead visitors to the different spaces, for a break or a meeting. Plants and flowing hedges create a natural separation between the open spaces. More and more studies are showing the positive effects of nature on physical and mental health. These positive effects are not only related to the quality of the air we breathe but also to the quality of the environment in which we live. Biodiversity is also supported in each project. Nowadays, when selecting an office building, the presence of relaxation and well-being areas is also considered. In collaboration with the company Easy Day, yoga, BBB and relaxation sessions are organised in the Lounges®, sometimes complemented by a drink or a healthy and vitamin-rich lunch. The role of the community manager in charge of the Lounges® is to promote actions that have a positive impact on the well-being of building occupants.
88 % OF THE DIRECTLY MANAGED PORTFOLIO WITH FIRE AUDIT AND ASBESTOS MONITORING
No infringements that might present a financial or health impact on occupants have been detected during fire audits and asbestos monitoring in the directly managed portfolio.
ASBESTOS MANAGEMENT IN LEASED BUILDINGS (in %)
| 0 | 20 | 40 | 60 | 80 | 100 | |
|---|---|---|---|---|---|---|
| Healthcare real estate | ||||||
| Distribution networks | ||||||
| PPP | ||||||
| Offices | ||||||
| Overall portfolio |
| Category | No traces of asbestos | Traces of encapsulated asbestos |
|---|---|---|
| Healthcare real estate | 1,526,977 m² | 56 % |
| Distribution networks | 361,671 m² | 56 % |
| PPP | 187,726 m² | 66 % |
| Offices | 490,759 m² | 61 % |
| Overall portfolio | 2,567,133 m² | 44 % |
Subcontractor relations
These operating principles apply to all the segments in which Cofinimmo is active and in all the countries where the company is established.
POLICY ON SOCIAL ASPECTS
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 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. Each project manager and property manager is responsible for the application of the ESG policy in the context of the relationship with suppliers. The ESG policy includes a commitment to the United Nations Global Compact, whose ten principles are derived from the Universal Declaration of Human Rights, the International Labour Organisation Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development and the United Nations Convention against Corruption.Through its values and its activities, Cofinimmo seeks to assume its fundamental responsibilities regarding human rights, employment, the environment and the fight against corruption.
SAFETY AND WELL-BEING
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. 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 2021. 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”. Cofinimmo, a listed company and leader in European healthcare real estate and in the office real estate in Belgium, demonstrates transparency and ethical behaviour towards its stakeholders. The company condemns any practices that are questionable or punishable by law (e.g. corruption, money laundering, undeclared work, social dumping, etc.) as well as those that contravene the principles of sustainability, fair treatment, equal opportunity and respect for others.
129 ESG REPORT – SOCIAL
Nursing and care home – Bilbao (ES)
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.
130 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Human capital
The success of any organisation depends on an inspiring vision and the people who comprise it. They must be given the space to use their talents to the maximum and thus efficiently turn this vision into reality. The group’s human capital strategy is designed to provide maximum support in this respect. Cofinimmo brings significant added value to society. Its staff are proud of this and understand that they all make an important contribution to achieving success together. The group strongly believes in diversity, respect and equality of its workforce. Different perspectives and experiences enrich its decision-making processes. Such processes are designed to further enhance this diversity. In order to expand its business activities, Cofinimmo invests in its staff. It helps them reach their maximum potential by focusing on their development through a mix of training and coaching initiatives. The safety, well-being and resilience of its staff are also central and are actively invested in through various initiatives.
RESPECT FOR DIFFERENCES AND CULTURAL DIVERSITY
Diversity within Cofinimmo is reflected in initiatives in the field of recruitment, staff management and external positioning of the company (see page 193 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;
* shared and supported values: Connectivity, Accountability and Customer Experience;
* open and transparent feedback and feedforward culture based on trust and mutual help to succeed together;
* right and encouragement to self-expression, information and personal development for all employees to develop simultaneously with the company’s activities.
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 avoid casting errors when recruiting new employees, Cofinimmo can objectify the selection procedure by using non-discriminatory assessment tests that measure personal abilities, behaviour traits, preferences and motivations in order to ensure the most successful match between the employee and the requirements of the function and corporate culture. 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.
| 83 % WOMEN/MEN REMUNERATION RATIO BETWEEN GENDERS AT EMPLOYEE LEVEL |
|--------------------------------------------------------------------------|
Cofinimmo recognizes the power of diversity (cultural, generational, linguistic, gender, etc.) and promotes equal opportunity, a fundamental democratic value.
131 ESG REPORT – SOCIAL
The company’s diversity policy and key indicators are an integral part of the corporate governance statement (see pages 188-193).
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 a welcome policy so that each new employee can integrate quickly and harmoniously into the company. Regardless of their function and their hierarchical level, all employees who leave Cofinimmo are invited to freely express the reasons for their decision to their manager and/or the human resources department during a departure 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 mechanism for claiming freedom of association and collective bargaining, including confidential channels such as the confidential 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 2021, no cases were reported.
REMUNERATION POLICY
The salary package Cofinimmo oers 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 scheme and, since 2009, a non-recurring bonus tied to company results.
Given the issues of traffic jams and work-life balance, employees express the need to organise their time more optimally. In order to respond to this request and enable them to work from home effectively, Cofinimmo has implemented a policy on IT and teleworking. It provides appropriate IT infrastructure and has 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, smartphone, laptop computer, option plan, etc.).
Cofinimmo attaches importance to the physical well-being of its employees and offers them the opportunity to undergo regular preventive medical examinations. It also takes initiatives to promote physical activity and healthy eating.
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.
EMPLOYEE TRAINING
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. Cofinimmo achieves this through an extensive learning offer, combining workplace learning, more traditional forms of learning in the classroom (online or otherwise) and social learning, such as coaching and mentoring. They are offered on a broad basis, so that employees can reach their full potential. Investing in its employees allows Cofinimmo to benefit from their increased effectiveness and commitment, and above all to meet its excellence objectives.
INVESTORS IN PEOPLE (IIP) ACCREDITATION
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 demonstrates 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 obtained the renewal of its label for three years. In 2021, the Gold level of this label was reconfirmed.
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 or her skills are in line with market requirements. Cofinimmo promotes from within whenever possible.
Five areas of training are emphasised: business-related technical skills, sustainable development, languages, IT and personal development. In 2021, language courses were a key focus 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 human resources 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.
| Metric | Value |
|---|---|
| 3.8 days TRAINING PER EMPLOYEE PER YEAR | |
| 4,289 hours CUMULATIVE TOTAL OF PAID TRAINING | |
| 46 % EMPLOYEES WHO ATTENDED ONE OR MORE TRAINING COURSES | |
| 62 % UNIVERSITY GRADUATES | |
| 100 % COLLABORATORS RECEIVING REGULAR PERFORMANCE APPRAISALS |
Human capital represents a decisive competitive advantage for Cofinimmo, both in terms of the quality of its client services and its financial and social performance.
ESG REPORT
SOCIAL 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 in 2018, 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. 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’).
EMPLOYEE SAFETY AND WELL-BEING
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 claims to be above all committed to fulfilment in the workplace. Cofinimmo has always implemented a series of measures to promote the well-being of its employees and the performance of their role under the best possible conditions.
ONBOARDING
On arrival, new employees receive a welcome pack setting out all the practical measures and the workplace safety standards. Employees are individually welcomed by the human resources manager, on the one hand, 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. In 2021, as part of continuous improvement, a survey on internal communication was carried out and resulted in a communication and internal interaction plan that is being implemented.
Informing employees also involves the following actions:
* have physical and digital information channels;
* organise moments of interaction between employees;
* informing employees of their rights and duties regarding safety.
The employees were also asked to express themselves through an engagement survey. The survey shows that 66 % of employees are happy and feel good at Cofinimmo and that 73 % feel they have good relationships 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 2021, the total absenteeism rate was 7.3 %, 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 in duty. 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 day-care 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 2021, 19% of employees had flexible working hours in 20 different schedules in Belgium.
| Category | Value |
|---|---|
| 12.5 % MEN | |
| 87.5 % WOMEN | |
| 145 EMPLOYEES | |
| 7.3 % ABSENTEEISM RATE | |
| 16 EMPLOYEES WORKING PART TIME |
The good health of a company is closely related to the motivation and productivity of its employees.# ESG REPORT
SOCIAL GOVERNANCE
| Organisation / institution | Rating / certification | Initial rating | Evolution 2021 |
|---|---|---|---|
| AA (on a scale going from CCC to AAA) | BBB | AA | |
| 2013 | |||
| A | |||
| AA | |||
| 2019 | |||
| 2020 | |||
| 2021 | |||
| C (on a scale going from D- to A+) | D | C | |
| 2013 | |||
| C- | |||
| C | |||
| 2019 | |||
| 2020 | |||
| 2021 |
49 (vs. 30 average real estate sector)
22
2019 22
44
49
2019 2020 2021
POWERED BY
2021
58 % (Robust)
Environment : 67 %, Social : 51 %, Governance : 61 % (i.e. above sector’s average rating)
58 %
2019 58 %
59 %
58 %
2019 2020 2021 2020
Excellence Europe Ethibel Sustainability Index (ESI) based on Vigeo Eiris
EU Excel. 2018
EU Excel.
EU Excel.
EU Excel.
2018 2019 2020
ECONOMIC VALUE GENERATED AND DISTRIBUTED IN 2021 (x 1,000 EUR)
| CUSTOMERS | + 314,530 |
| SUPPLIERS OF GOODS AND SERVICES | - 22,785 |
| PERSONNEL | - 110,938 |
| SHAREHOLDERS | - 28,348 |
| FINANCIAL EXPENDITURE | - 12,899 |
| PUBLIC SECTOR | - 176,368 |
| GENERATED VALUE | + 280,745 |
| DISTRIBUTED VALUE | + 104,376 |
| ECONOMIC VALUE RETAINED WITHIN THE GROUP |
Economic value generated
Economic value distributed
- Disclaimer statement – The use by Cofinimmo of any MSCI ESG RESEARCH LLC or its aliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Cofinimmo by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
136 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
To fulfill its responsibilities and pursue its activities, Cofinimmo must consider its profitability. This provides a measure of efficiency and also of the value that customers see in its products and services. It is a determining factor for the allocation of resources and the protection of investments on which the company’s growth and continued delivery of services depend. Cofinimmo would not be able to fully fulfill its financial and societal roles without sufficient profits and a stable financial base.
Profitability for investors and accessto capital
The Gradient oce building – Brussels decentralised (BE)
INNOVATIVE USE OF SUSTAINABLE FINANCING
Cofinimmo is the first European real estate company to issue green & social bonds. On 09.12.2016, Cofinimmo success - fully closed a private placement of green & 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. Finally, in January 2022, Cofinimmo further strengthened its balance sheet with the issuance of a second benchmark-sized sustainable public bond of 500 million EUR with a maturity of six years and a coupon of 1 %. 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 sustaina- bility, were placed with institutional investors.
In March 2019, Cofinimmo carried out the early refinancing of a bilat- eral 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 trad- itional 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.
137 ESG REPORT
GOVERNANCE
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 princi- ples 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.
Following the renewal of the Non-Financial Reporting Directive (EU Directive 2014/95), Cofinimmo has until 01.01.2024 to report its activities according to the European taxonomy. However, Cofinimmo is getting ready for transparent communication as from 2023 (eligi- bility report for the 2022 financial year).
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 141-144 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 deliv - ered 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 oces with an environ - mental 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 January 2022 is to allocate at least 50 % of the funds to green assets.
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 availablein the statutory auditor’s report (see pages 348-349). The indicators that were verified are identified in the section ESG management (see pages 144-145 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 13 issuers listed in Brussels participating in this committed European community.
SUSTAINABILITY-LINKED CREDIT LINE
The ‘sustainability-linked credit line’ is a new type of loan that encourages Cofinimmo to achieve ambitious and predetermined sustainability targets, as defined in the company’s 30 project. Evaluation of the progress of the 30 project is carried out each year. This triggers an increase or decrease in the conditions of the credit line, depending on whether or not the annual energy intensity target is achieved.
138 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
COMMITTED MORE THAN EVER TO CARING LIVING WORKING IN ASUSTAINABLE WAY
2021 SUSTAINABLE GROWTH AWARD
Cofinimmo was granted the 2021 Sustainable Growth Award by Euronext Brussels on 18.01.2022. This distinction is based soley on measurable data and rewards companies listed on Euronext Brussels that have shown strong sustainable growth over the last decade. The ranking combines the ESG score (determined by three specialised companies: Refinitiv, Sustainalytics and Vigeo Eiris) with stock price performance over the last ten years.
Nursing and care home – Sarriguren (ES)
139 ESG REPORT
GOVERNANCE
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 and/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
Investments in existing/future green assets in Cofinimmo’s portfolio with an environmental and sustainabil- ity certi fication (BREEAM or BREEAM In-Use with at least a Very Good rating, LEED, HQE or at least a B-level 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.# ESG REPORT
GOVERNANCE
2019 AND 2020 GREEN & SOCIAL LOAN PORTFOLIO
| Issuer | Nominal amount (x 1,000,000 EUR) | Issue date | Maturity date |
|---|---|---|---|
| Cofinimmo SA/NV | 40 | 13.03.2019 | 31.01.2027 |
| Cofinimmo SA/NV | 40 | 14.08.2020 | 14.02.2023 |
Total: 80 million EUR
BELLIARD 40 - BRUSSELS CBD (BE)
Cofinimmo acquired this office building in 2001, located along one of the busiest traffic arteries in Brussels. The company redeveloped it in 2016 into a passive building of around 20,000 m², illustrating its ‘life cycle’ approach. Thanks to the materials used and the technical equipment installed, this premium environmental building received a BREEAM Excellent certification. Since its design, it has been recognised as an ‘exemplary building’ by the Brussels-Capital Region. This emblematic building has not only brought about an architectural renewal thanks to its singular structure composed of one block on top of two others, but also thanks to the presence of a transparent five-storey atrium, allowing passers-by to see, from the esplanade running alongside the building, an interior garden located at the rear of the building.
- GREEN: 100%
- SOCIAL: 100%
- Refinancing: 100%
- Oces: 100%
Climate change mitigation: Energy intensity 29 % below the average energy intensity of the portfolio in kWh/m².
2020 SUSTAINABLE BONDS PORTFOLIO
| Issuer | Nominal amount (x 1,000,000 EUR) | Issue price | Coupon | Issue date | Maturity date |
|---|---|---|---|---|---|
| Cofinimmo SA | 500 | 99.222 % | 0.875 % | 02.12.2020 | 02.12.2030 |
Total: 500 million EUR
BRAILLELAAN 10 - RIJSWIJK (NL)
Cofinimmo built this new clinic of almost 4,000 m² as part of an extension strategy for an existing clinic that was located across the street. The latter was the result of the conversion of a former office building by Cofinimmo in 2013. The two buildings were connected by a pedestrian bridge. The ensemble forms a specialised orthopaedic clinic with rooms, consulting rooms and a new operating theatre, and meets the current and future needs in the field of acute care for an entire region.
- GREEN: 100%
- SOCIAL: 74%
- Refinancing: 100%
- Healthcare real estate: 74%
- Oces: 26%
Improvement of healthcare services: 1,733 out of 25,633 beds in the categories nursing and care homes, rehabilitation clinics, psychiatric and acute care clinics, special care facilities and those with assisted-living units.
Climate change mitigation: Energy intensity 15 % below the average energy intensity of the portfolio in kWh/m².
2021 UNIVERSAL REGISTRATION DOCUMENT
2022 SUSTAINABLE BONDS PORTFOLIO
| Issuer | Nominal amount (x 1,000,000 EUR) | Issue price | Coupon | Issue date | Maturity date |
|---|---|---|---|---|---|
| Cofinimmo SA | 500 | 99.826 % | 1 % | 24.01.2022 | 24.01.2028 |
Total: 500 million EUR
NURSING AND CARE HOME - VIGO (ES)
This new nursing and care home with a surface area of approximately 5,000 m² offers 140 beds and has a garden. It is located in a neighbourhood which did not have a nursing and care home before. It has a very high energy performance, with an A rating. Energy consumption is minimised by, among other things, LED lighting, a heat pump, condensing boilers and ventilation units with heat recovery in winter and free cooling in summer. Part of the electricity is produced by photovoltaic panels. The building is easily accessible by public transport (bus stop and coach station within walking distance). Thanks to its performance in terms of mobility, energy and ecology, this site obtained BREEAM Very Good certification.
- GREEN: 53%
- SOCIAL: 100%
- Refinancing: 100%
- Healthcare real estate: 100%
Improvement of healthcare services: 3,862 out of 25,633 beds in the categories nursing and care homes, rehabilitation clinics, psychiatric and acute care clinics, special care facilities and those with assisted-living units.
Climate change mitigation: Energy intensity 22 % below the average energy intensity of the portfolio in kWh/m².
ESG REPORT GOVERNANCE
ENVIRONMENT
HEALTHCARE REAL ESTATE
| Five-year portfolio renewal objective | ✔ 6.5 % | |
|---|---|---|
| Energy eciency of buildings | ||
| Yearly energy intensity (standardised by surface area) | 161 kWh/m² | |
| GHG emissions per year, based on location | 32 kg CO₂e/m² | |
| Estimated MWh (solar energy production) | 931 MWh |
OFFICES
| Five-year portfolio renewal objective | ✔ 6.4 % | |
|---|---|---|
| Energy eciency of buildings | ||
| Yearly energy intensity (standardised by surface area) | 198 kWh/m² | |
| GHG emissions per year, based on location | 40 kg CO₂e/m² | |
| Estimated MWh (solar energy production) | 766 MWh |
TOTAL
| Five-year portfolio renewal objective | ✔ 5.5 % | |
|---|---|---|
| Energy eciency of buildings | ||
| Yearly energy intensity (standardised by surface area) | 165 kWh/m² | |
| GHG emissions per year, based on location | 33 kg CO₂e/m² | |
| Estimated MWh (solar energy production) | 1,926 MWh |
Cooperation with tenants to reduce the environmental impact of buildings
| Healthcare real estate | Offices | Total | |
|---|---|---|---|
| Buildings equipped with remotely readable meters (as % of surfaces) | 14 % | 58 % | 19 % |
| Number of sustainable collaboration agreements (in % of surface areas) | 63 % | 72 % | 59 % |
| Number of inspection visits during which aspects associated with environment have been discussed with the occupant (in % of surface areas) | 56 % | 100 % | 53 % |
Inclusion of environmental factors in the logistics chain
| Materials reused after building refurbishment: In 2021, the opportunity to recover materials before demolition did not arise in any redevelopment project. |
| Number of supplier contracts with environmental clauses concerning major development and refurbishment projects: The ESG policy is attached to all general contracting agreements. |
PORTEFEUILLE SUSTAINABLE TREASURY NOTES 2021
| Issuer | Programe’s maximum amount (x 1,000,000 EUR) | Date of programme update | Maturity date |
|---|---|---|---|
| Cofinimmo SA/NV | 1,250 | 07.12.2021 | Undefined |
Total: 1,250 million EUR
HENRI DUNANT – BRUSSELS PERIPHERY (BE)
In April 2012, Cofinimmo acquired two plots of land on the Vishay industrial site as part of the redevelopment of the site into a multifunctional complex, in order to build a nursing home. This project has contributed to the creation of a completely new urban district with excellent architectural and urbanistic coherence. Résidence Dunant has a surface area of approximately 8,700 m² and accommodates a total of 162 residents. Cofinimmo has built this building according to quality and sustainability criteria. It opted for an overall thermal insulation level of K27, which is significantly better than the regulatory K level (K40). The building also has 1,300 m² of green roofs and is equipped with a double-flow ventilation system.
- SOCIAL: 100%
- Refinancing: 100%
- Healthcare real estate: 100%
Improvement of healthcare services: 11,037 out of 25,633 beds in the categories nursing and care homes, rehabilitation clinics, psychiatric and acute care clinics, special care facilities and those with assisted-living units.
SOCIAL
| HEALTHCARE REAL ESTATE | OFFICES | TOTAL | |
|---|---|---|---|
| Responsible customer relations | |||
| Number of flexible contracts (space, duration) | n/a | In 2021, 5 contracts were signed in Flex Corners ® for gross surface area of between 33 m² and 113 m² and terms of 1 to 3 years. | n/a |
| Number of requests | n/a | In 2021, the service desk handled 7,282 requests. | n/a |
| Progress of asbestos detection and removal | 56 % of the portfolio does not contain traces of asbestos. | 66 % of the portfolio does not contain traces of asbestos. | For the overall portfolio, see the chapter ‘Safety and well-being of occupants’. |
| Number of inspection visits during which social aspects have been discussed with the occupant (in % of surface areas) | 56 % | 100 % | 53 % |
| Inclusion of social factors in the logistics chain | |||
| Number of controversies related to social aspects in the logistics chain | ✔ No issues related to social aspects in the logistics chain were detected. | ||
| Promotion of social and economic development | |||
| Number of contracts with a clause promoting local youth employment | ✔ n/a | The clause concerning the employment of a trainee is included in every general contractor agreement. | |
| Building accessibility | |||
| Number of audits related to the accessibility for persons with reduced mobility | ✔ Compliance checks are part of the due diligence process and are regulated by the licence to operate the assets. | 25 % of multi-tenant buildings have been audited since 2013. |
2016 GREEN & SOCIAL PORTFOLIO
| 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 |
Total: 55 million EUR
RESIDENCE TILLENS - UCCLE/UKKEL (BE)
This nursing and care home with a speciality in psychogeriatrics, was acquired in July 2011 and was renovated in 2015, with particular attention to patient safety. The aim of the renovation was to create an environment that promotes the life expectancy of people suffering from dementia. The presence of green spaces, with adapted vegetation, is a real added value for this type of asset.
- GREEN: 50%
- SOCIAL: 50%
- Refinancing: 50%
- Healthcare real estate: 50%
- Oces: 50%
Improvement of healthcare services: 311 out of 25,633 beds in the categories nursing and care homes, rehabilitation clinics, psychiatric and acute care clinics, special care facilities and those with assisted-living units.
Climate change mitigation: Energy intensity 23 % below the average energy intensity of the portfolio in kWh/m².# ESG REPORT
GOVERNANCE
Number of audits for building connectivity (proximity and multi-modal transport)
n/a
An audit is not mandatory at the time of acquisition but is often carried out proactively (in the due diligence phase). See infographic on this page.
Prevention of corruption and money laundering
Number of external audits and controversies
✔ In 2021, 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 2021, one internal audit was carried out by the internal auditor on GDPR and maintenance framework agreement. Furthermore, on 31.12.2021, 40 recommendations are ongoing, coming from the internal and external audits of 2021 and previous years, and 17 recommendations were closed in 2021.
OFFICE BUILDING ACCESSIBILITY (in public transport / bike)
- 25 % VERY GOOD
- 21 % GOOD
- 48 % ACCEPTABLE
- 6 % POOR
145
The assets included in the sustainable portfolios are marked in this report by .
Overview of the real estate portfolio per segment as at 31.12.2021
| Segment | Acquisition price (x 1,000,000 EUR) | Insured value 1 (x 1,000,000 EUR) | Fair value (x 1,000,000 EUR) | Gross rental yield | Estimated rental value 2 (x 1,000 EUR) |
|---|---|---|---|---|---|
| Healthcare real estate | 3,347 | 885 | 3,799 | 5.3 % | 199,718 |
| Offices | 1,361 | 1,243 | 1,381 | 6.3 % | 77,499 |
| Property of distribution networks | 483 | 32 | 530 | 6.4 % | 33,903 |
| TOTAL | 5,192 | 2,160 | 5,710 | 5.6 % | 311,119 |
Overview of the top 10 investment properties as at 31.12.2021
| Property | Address | Year of construction (last renovation) | Year of acquisition | Surface area (in m²) | Contractual rents (x 1,000 EUR) | Occupancy rate 3 | Share of consolidated portfolio at fair value |
|---|---|---|---|---|---|---|---|
| Belliard 40 | Brussels Rue Belliardstraat 40 1000 Brussels | 2018 | 2001 | 20,322 | 5,218 | 99 % | 2.3 % |
| Port/Haven 86 C | Brussels Avenue du Port/Havenlaan 86 C 1000 Brussels | 2014 | 2020 | 16,725 | 3,976 | 100 % | 1.8 % |
| Quartz | Brussels Avenue des Arts/Kunstlaan 19 H 1000 Brussels | 2020 | 1996 | 9,186 | 2,114 | 100 % | 1.1 % |
| The Gradient | Brussels Avenue de Tervuren/ Tervurenlaan 270-272 1150 Brussels | 1976 (2013) | 1997 | 19,580 | 3,549 | 90 % | 1.0 % |
| Guimard 10-12 | Brussels Rue Guimardstraat 10-12 1000 Brussels | 1980 (2015) | 2004 | 10,410 | 2,609 | 100 % | 1.0 % |
| Ippocrate 18 | Milan Via Ippocrate 18 20161 Milan | 2005 | 2021 | 15,444 | 2,469 | 100 % | 0.9 % |
| Bourget 42 | Brussels Av. du Bourgetlaan 42 1130 Brussels | 2001 | 2002 | 14,262 | 1,976 | 100 % | 0.8 % |
| Damiaan | Tremelo Pater Damiaanstraat 39 3120 Tremelo | 2003 (2014) | 2008 | 20,274 | 2,706 | 100 % | 0.8 % |
| Albert I er 4 | Charleroi Rue Albert I er , 4 6000 Charleroi | 1967 (2005) | 2005 | 19,189 | 2,954 | 100 % | 0.8 % |
| Trône/Troon 100 | Brussels Rue Sombre/ Donkerstraat 56 1200 Brussels | 2020 | 2020 | 7,258 | 1,202 | 64 % | 0.8 % |
| Others | 97 % | 88.7 % | |||||
| TOTAL | 2,379,407 | 312,614 | 98 % | 100 % |
- This amount only includes assets for which the group pays the insurance premium directly. This does not include insurances taken during the works nor those borne by the occupants.
- 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.
- The occupancy rate is calculated as follows : contractual rents divided by (contractual rents + ERV (Estimated Rental Value) on unlet spaces).
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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
| Property | Surface area (in m²) | Contractual rents 1 (x 1,000 EUR) | Occupancy rate 2 | Tenant |
|---|---|---|---|---|
| Financial assets under finance leases | ||||
| Courthouse - Antwerp | 72,132 | 1,441 | 100 % | Building Agency |
| Fire station - Antwerp | 23,323 | 208 | 100 % | City of Antwerp |
| Police station - HEKLA zone | 3,800 | 699 | 100 % | Federal police |
| Student housing Depage - Brussels | 3,196 | 86 | 100 % | ULB - Brussels University |
| Student housing Nelson Mandela - Brussels | 8,088 | 1,265 | 100 % | ULB - Brussels University |
| Prison - Leuze-en-Hainaut | 28,316 | 755 | 100 % | Building Agency |
| Hospital SSR - Chalon-sur-Saône | 9,269 | 1,085 | 100 % | French Red Cross |
| Sierra de la Nieves | 4,117 | 289 | 100 % | DomusVi |
| Rosario | 4,773 | 156 | 100 % | DomusVi |
| Monte Alto | 5,698 | 118 | 100 % | DomusVi |
| Costa d'En Blanes | 5,422 | 444 | 100 % | DomusVi |
| Ciudad de Mostoles | 8,545 | 703 | 100 % | DomusVi |
| Capdepera | 5,477 | 354 | 100 % | DomusVi |
| Can Carbonell | 5,570 | 731 | 100 % | DomusVi |
| Assets held by associates and joint ventures | ||||
| 9 sites under development - Germany | - | - | - | Schönes Leben Gruppe |
| Aldea - Belgium | 88,000 | 5,650 | 80 % | Curavi, ORPEA, Vivalto |
| 6 sites French Red Cross - France | 93,000 | 9,324 | 100 % | French Red Cross |
- Part of the unsold lease payments, varying from 4 % to 100 % depending on the properties.
- Occupancy rate is calculated as follows : contractual rents / (contractual rents + estimated rental value on unlet premises).
Courthouse – Antwerp (BE)
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PROPERTY REPORT
CONSOLIDATED REAL ESTATE PORTFOLIO
The table hereafter includes :
* 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 value 1 ;
* 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 construction (last renovation/ extension) | Surface area (in m²) | A Contractual, rents, (x 1,000,EUR) | B Rents + ERV on unlet premises (x 1,000 EUR) | C = A/B 2 | Occupancy rate |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 1,510,234 | 198,681 | 198,906 | 100 % | ||
| Belgium | 591,973 | 82,883 | 82,883 | 100 % | ||
| Operator : Anima Care | 6,752 | 763 | 763 | 100 % | ||
| ZEVENBRONNEN - WALSHOUTEM | 2001 (2012) | 6,752 | 763 | 763 | 100 % | |
| Operator : Armonea | 206,934 | 26,374 | 26,374 | 100 % | ||
| BINNENHOF - MERKSPLAS | 2008 | 3,775 | 467 | 467 | 100 % | |
| DAGERAAD - ANVERS | 2013 | 5,020 | 913 | 913 | 100 % | |
| DE WYNGAERT - ROTSELAAR | 2008 (2010) | 6,878 | 838 | 838 | 100 % | |
| DEN BREM - RIJKEVORSEL | 2006 (2015) | 5,408 | 756 | 756 | 100 % | |
| DOMEIN WOMMELGHEEM - WOMMELGEM | 2002 | 6,836 | 829 | 829 | 100 % | |
| DOUCE QUIÉTUDE - AYE | 2007 | 4,635 | 485 | 485 | 100 % | |
| MATHELIN - MESSANCY | 2004 | 6,392 | 1,305 | 1,305 | 100 % | |
| HEIBERG - BEERSE | 2006 (2011) | 13,568 | 1,517 | 1,517 | 100 % | |
| HEMELRIJK - MOL | 2009 | 9,362 | 1,093 | 1,093 | 100 % | |
| HENRI DUNANT - EVERE | 2014 | 8,570 | 1,279 | 1,279 | 100 % | |
| HEYDEHOF - HOBOKEN | 2009 | 2,751 | 380 | 380 | 100 % | |
| HOF TER DENNEN - VOSSELAAR* | 1982 (2008) | 3,279 | 497 | 497 | 100 % | |
| LA CLAIRIÈRE - WARNETON | 1998 | 2,533 | 288 | 288 | 100 % | |
| LAARSVELD - GEEL | 2006 (2009) | 5,591 | 964 | 964 | 100 % | |
| LAARSVELD SERVICEFLATS - GEEL | 2009 | 809 | 63 | 63 | 100 % | |
| LAKENDAL - ALOST* | 2014 | 7,894 | 859 | 859 | 100 % | |
| LE CASTEL - JETTE | 2005 | 5,893 | 533 | 533 | 100 % | |
| LE MÉNIL - BRAINE-L'ALLEUD | 1991 | 5,430 | 647 | 647 | 100 % | |
| LES TROIS COURONNES - ESNEUX | 2005 | 4,519 | 597 | 597 | 100 % | |
| L’ORCHIDÉE - ITTRE | 2003 (2013) | 3,634 | 619 | 619 | 100 % | |
| L’ORÉE DU BOIS - WARNETON | 2004 | 5,387 | 621 | 621 | 100 % | |
| MARTINAS - MERCHTEM* | 2017 | 7,435 | 998 | 998 | 100 % | |
| MILLEGHEM - RANST | 2009 (2016) | 9,592 | 1,027 | 1,027 | 100 % | |
| DE HOVENIER - RUMBEKE* | 2011 (2015) | 5,079 | 807 | 807 | 100 % | |
| NETHEHOF - BALEN | 2004 | 6,471 | 719 | 719 | 100 % | |
| NOORDDUIN - COXYDE | 2015 | 6,440 | 904 | 904 | 100 % | |
| PLOEGDRIES - LOMMEL* | 2018 | 6,991 | 686 | 686 | 100 % | |
| RÉSIDENCE DU PARC - BIEZ | 1977 (2013) | 12,039 | 703 | 703 | 100 % | |
| SEBRECHTS - MOLENBEEK-SAIN-JEAN | 1992 | 8,148 | 1,141 | 1,141 | 100 % | |
| T'SMEEDESHOF - OUD-TURNHOUT | 2003 (2012) | 8,648 | 1,034 | 1,034 | 100 % | |
| TILLENS - UCCLE | 2015 | 4,960 | 1,134 | 1,134 | 100 % | |
| VOGELZANG - HERENTALS | 2009 (2010) | 8,044 | 1,083 | 1,083 | 100 % | |
| VONDELHOF - BOUTERSEM | 2005 (2009) | 4,923 | 587 | 587 | 100 % | |
| Operator : Aspria | 7,196 | 2,792 | 2,792 | 100 % | ||
| SOMBRE 56 - WOLUWÉ-SAINT-LAMBERT | 2004 (2012) | 7,196 | 2,792 | 2,792 | 100 % | |
| Operator : Calidus | 6,063 | 796 | 796 | 100 % | ||
| WEVERBOS - GENTBRUGGE | 2011 | 6,063 | 796 | 796 | 100 % | |
| Operator : Care-Ion | 69,612 | 10,862 | 10,862 | 100 % | ||
| CHANT DES OISEAUX - BASSENGE | 2019 | 3,345 | 500 | 500 | 100 % | |
| CLOS DE LA QUIÉTUDE - EVERE | 1997 (2016) | 7,227 | 1,094 | 1,094 | 100 % | |
| CLOS REGINA - ANDERLECHT | 2010 | 5,772 | 850 | 850 | 100 % | |
| DE BLOKEN - WELLEN | 2008 | 7,564 | 1,120 | 1,120 | 100 % | |
| DE GERSTJENS - AALST | 2015 | 6,252 | 1,069 | 1,069 | 100 % | |
| LE DOUX REPOS - NEUPRÉ | 2011 | 6,875 | 967 | 967 | 100 % | |
| MONTEREY - SAINT-GILLES | 2020 | 5,105 | 1,000 | 1,000 | 100 % | |
| PAALEYCK - KAPPELLE-OP-DEN-BOS | 2016 | 3,744 | 687 | 687 | 100 % | |
| RÉSIDENCE DU NIL - WALHAIN | 1996 | 5,040 | 611 | 611 | 100 % | |
| RÉSIDENCE WÉGIMONT - SOUMAGNE | 2018 | 4,339 | 800 | 800 | 100 % | |
| SENIOR'S FLATEL - SCHAERBEEK | 1972 | 7,491 | 913 | 913 | 100 % | |
| SERENITAS PALACE - GRÂCE-HOLLOGNE | 2019 | 6,858 | 1,250 | 1,250 | 100 % | |
| Operator : Korian | 156,828 | 21,399 | 21,399 | 100 % | ||
| ARCUS - BERCHEM-SAINTE-AGATHE | 2008 (2009) | 10,719 | 1,926 | 1,926 | 100 % | |
| BETHANIE - SAINT-SERVAIS | 2005 | 4,780 | 524 | 524 | 100 % | |
| CLOS DE LA RIVELAINE – MONTIGNIES-SUR-SAMBRE* | 2021 | 5,458 | 761 | 761 | 100 % | |
| DAMIAAN - TREMELO | 2003 (2014) | 20,274 | 2,706 | 2,706 | 100 % | |
| DE PASTORIJ - DENDERHOUTEM* | 2013 | 8,089 | 823 | 823 | 100 % | |
| LA CAMBRE - WATERMAEL-BOITSFORT | 1982 | 13,023 | 2,029 | 2,029 | 100 % | |
| NOOTELAER - KEERBERGEN | 1998 (2011) | 2,467 | 358 | 358 | 100 % | |
| PALOKE - MOLENBEEK-SAINT-JEAN | 2001 | 11,262 | 1,401 | 1,401 | 100 % | |
| PRINSENPARK - GENK | 2006 (2013) | 11,035 | 1,462 | 1,462 | 100 % | |
| PROGRÈS - LA LOUVIÈRE* | 2000 | 4,852 | 528 | 528 | 100 % | |
| ROMANA - LAEKEN | 1995 | 4,375 | 929 | 929 | 100 % | |
| SEIGNEURIE DU VAL - MOUSCRON | 1995 (2008) | 6,797 | 1,221 | 1,221 | 100 % | |
| VAN ZANDE - MOLENBEEK-SAIN-JEAN | 2008 | 3,463 | 438 | 438 | 100 % | |
| VLASHOF - STEKENE* | 2016 | 6,774 | 957 |
- 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).
- Occupancy rate is calculated as follows : contractual rents / (contractual rents + estimated rental value on unlet premises).
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual, rents, (x 1,000,EUR) | B Rents + ERV on unlet premises (x 1,000 EUR) | C = A/B 2 | Occupancy rate |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 1,510,234 | 198,681 | 198,906 | 100 % | ||
| Belgium | 591,973 | 82,883 | 82,883 | 100 % | ||
| Operator : Anima Care | 6,752 | 763 | 763 | 100 % | ||
| ZEVENBRONNEN - WALSHOUTEM | 2001 (2012) | 6,752 | 763 | 763 | 100 % | |
| Operator : Armonea | 206,934 | 26,374 | 26,374 | 100 % | ||
| BINNENHOF - MERKSPLAS | 2008 | 3,775 | 467 | 467 | 100 % | |
| DAGERAAD - ANVERS | 2013 | 5,020 | 913 | 913 | 100 % | |
| DE WYNGAERT - ROTSELAAR | 2008 (2010) | 6,878 | 838 | 838 | 100 % | |
| DEN BREM - RIJKEVORSEL | 2006 (2015) | 5,408 | 756 | 756 | 100 % | |
| DOMEIN WOMMELGHEEM - WOMMELGEM | 2002 | 6,836 | 829 | 829 | 100 % | |
| DOUCE QUIÉTUDE - AYE | 2007 | 4,635 | 485 | 485 | 100 % | |
| MATHELIN - MESSANCY | 2004 | 6,392 | 1,305 | 1,305 | 100 % | |
| HEIBERG - BEERSE | 2006 (2011) | 13,568 | 1,517 | 1,517 | 100 % | |
| HEMELRIJK - MOL | 2009 | 9,362 | 1,093 | 1,093 | 100 % | |
| HENRI DUNANT - EVERE | 2014 | 8,570 | 1,279 | 1,279 | 100 % | |
| HEYDEHOF - HOBOKEN | 2009 | 2,751 | 380 | 380 | 100 % | |
| HOF TER DENNEN - VOSSELAAR* | 1982 (2008) | 3,279 | 497 | 497 | 100 % | |
| LA CLAIRIÈRE - WARNETON | 1998 | 2,533 | 288 | 288 | 100 % | |
| LAARSVELD - GEEL | 2006 (2009) | 5,591 | 964 | 964 | 100 % | |
| LAARSVELD SERVICEFLATS - GEEL | 2009 | 809 | 63 | 63 | 100 % | |
| LAKENDAL - ALOST* | 2014 | 7,894 | 859 | 859 | 100 % | |
| LE CASTEL - JETTE | 2005 | 5,893 | 533 | 533 | 100 % | |
| LE MÉNIL - BRAINE-L'ALLEUD | 1991 | 5,430 | 647 | 647 | 100 % | |
| LES TROIS COURONNES - ESNEUX | 2005 | 4,519 | 597 | 597 | 100 % | |
| L’ORCHIDÉE - ITTRE | 2003 (2013) | 3,634 | 619 | 619 | 100 % | |
| L’ORÉE DU BOIS - WARNETON | 2004 | 5,387 | 621 | 621 | 100 % | |
| MARTINAS - MERCHTEM* | 2017 | 7,435 | 998 | 998 | 100 % | |
| MILLEGHEM - RANST | 2009 (2016) | 9,592 | 1,027 | 1,027 | 100 % | |
| DE HOVENIER - RUMBEKE* | 2011 (2015) | 5,079 | 807 | 807 | 100 % | |
| NETHEHOF - BALEN | 2004 | 6,471 | 719 | 719 | 100 % | |
| NOORDDUIN - COXYDE | 2015 | 6,440 | 904 | 904 | 100 % | |
| PLOEGDRIES - LOMMEL* | 2018 | 6,991 | 686 | 686 | 100 % | |
| RÉSIDENCE DU PARC - BIEZ | 1977 (2013) | 12,039 | 703 | 703 | 100 % | |
| SEBRECHTS - MOLENBEEK-SAIN-JEAN | 1992 | 8,148 | 1,141 | 1,141 | 100 % | |
| T'SMEEDESHOF - OUD-TURNHOUT | 2003 (2012) | 8,648 | 1,034 | 1,034 | 100 % | |
| TILLENS - UCCLE | 2015 | 4,960 | 1,134 | 1,134 | 100 % | |
| VOGELZANG - HERENTALS | 2009 (2010) | 8,044 | 1,083 | 1,083 | 100 % | |
| VONDELHOF - BOUTERSEM | 2005 (2009) | 4,923 | 587 | 587 | 100 % | |
| Operator : Aspria | 7,196 | 2,792 | 2,792 | 100 % | ||
| SOMBRE 56 - WOLUWÉ-SAINT-LAMBERT | 2004 (2012) | 7,196 | 2,792 | 2,792 | 100 % | |
| Operator : Calidus | 6,063 | 796 | 796 | 100 % | ||
| WEVERBOS - GENTBRUGGE | 2011 | 6,063 | 796 | 796 | 100 % | |
| Operator : Care-Ion | 69,612 | 10,862 | 10,862 | 100 % | ||
| CHANT DES OISEAUX - BASSENGE | 2019 | 3,345 | 500 | 500 | 100 % | |
| CLOS DE LA QUIÉTUDE - EVERE | 1997 (2016) | 7,227 | 1,094 | 1,094 | 100 % | |
| CLOS REGINA - ANDERLECHT | 2010 | 5,772 | 850 | 850 | 100 % | |
| DE BLOKEN - WELLEN | 2008 | 7,564 | 1,120 | 1,120 | 100 % | |
| DE GERSTJENS - AALST | 2015 | 6,252 | 1,069 | 1,069 | 100 % | |
| LE DOUX REPOS - NEUPRÉ | 2011 | 6,875 | 967 | 967 | 100 % | |
| MONTEREY - SAINT-GILLES | 2020 | 5,105 | 1,000 | 1,000 | 100 % | |
| PAALEYCK - KAPPELLE-OP-DEN-BOS | 2016 | 3,744 | 687 | 687 | 100 % | |
| RÉSIDENCE DU NIL - WALHAIN | 1996 | 5,040 | 611 | 611 | 100 % | |
| RÉSIDENCE WÉGIMONT - SOUMAGNE | 2018 | 4,339 | 800 | 800 | 100 % | |
| SENIOR'S FLATEL - SCHAERBEEK | 1972 | 7,491 | 913 | 913 | 100 % | |
| SERENITAS PALACE - GRÂCE-HOLLOGNE | 2019 | 6,858 | 1,250 | 1,250 | 100 % | |
| Operator : Korian | 156,828 | 21,399 | 21,399 | 100 % | ||
| ARCUS - BERCHEM-SAINTE-AGATHE | 2008 (2009) | 10,719 | 1,926 | 1,926 | 100 % | |
| BETHANIE - SAINT-SERVAIS | 2005 | 4,780 | 524 | 524 | 100 % | |
| CLOS DE LA RIVELAINE – MONTIGNIES-SUR-SAMBRE* | 2021 | 5,458 | 761 | 761 | 100 % | |
| DAMIAAN - TREMELO | 2003 (2014) | 20,274 | 2,706 | 2,706 | 100 % | |
| DE PASTORIJ - DENDERHOUTEM* | 2013 | 8,089 | 823 | 823 | 100 % | |
| LA CAMBRE - WATERMAEL-BOITSFORT | 1982 | 13,023 | 2,029 | 2,029 | 100 % | |
| NOOTELAER - KEERBERGEN | 1998 (2011) | 2,467 | 358 | 358 | 100 % | |
| PALOKE - MOLENBEEK-SAINT-JEAN | 2001 | 11,262 | 1,401 | 1,401 | 100 % | |
| PRINSENPARK - GENK | 2006 (2013) | 11,035 | 1,462 | 1,462 | 100 % | |
| PROGRÈS - LA LOUVIÈRE* | 2000 | 4,852 | 528 | 528 | 100 % | |
| ROMANA - LAEKEN | 1995 | 4,375 | 929 | 929 | 100 % | |
| SEIGNEURIE DU VAL - MOUSCRON | 1995 (2008) | 6,797 | 1,221 | 1,221 | 100 % | |
| VAN ZANDE - MOLENBEEK-SAIN-JEAN | 2008 | 3,463 | 438 | 438 | 100 % | |
| VLASHOF - STEKENE* | 2016 | 6,774 | 957 | |||
| ## PROPERTY REPORT |
REAL ESTATE PORTFOLIO
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual, rents, (x 1,000,EUR) | B Rents + ERV on unlet premises (x 1,000 EUR) | C = A/B Occupancy rate |
|---|---|---|---|---|---|
| ZONNETIJ - AARTSELAAR | 2006 (2013) | 7,817 | 872 | 100 % | 872 |
| ZONNEWEELDE - KEERBERGEN | 1998 (2012) | 6,106 | 805 | 100 % | 805 |
| ZONNEWEELDE - RIJMENAM | 2002 (2019) | 15,327 | 2,110 | 100 % | 2,110 |
| ZONNEWENDE - AARTSELAAR | 1978 (2013) | 14,210 | 1,548 | 100 % | 1,548 |
| Operator : Le Noble Age | 6,435 | 1,274 | 100 % | 1,274 | |
| PARKSIDE - LAEKEN | 1990 (2013) | 6,435 | 1,274 | 100 % | 1,274 |
| Operator : ORELIA | 38,544 | 4,496 | 100 % | 4,496 | |
| DILHOME - DILBEEK* | 2010 | 5,170 | 766 | 100 % | 766 |
| EDEN PARK - AALST* | 2008 | 4,212 | 373 | 100 % | 373 |
| KEIHEUVEL - BALEN* | 2019 | 6,746 | 857 | 100 % | 857 |
| PUTHOF - BORGLOON* | 2018 | 11,333 | 1,210 | 100 % | 1,210 |
| SERRENHOF - SINT-TRUIDEN* | 2020 | 8,038 | 907 | 100 % | 907 |
| TEN BERGE - BELSELE* | 2000 | 3,045 | 383 | 100 % | 383 |
| Operator : ORPEA Belgique | 51,745 | 8,150 | 100 % | 8,150 | |
| GRAY COURONNE - IXELLES* | 2014 | 7,042 | 961 | 100 % | 961 |
| L’ ADRET - GOSSELIES | 1980 | 4,800 | 497 | 100 % | 497 |
| LINTHOUT - SCHAERBEEK | 1992 | 2,837 | 503 | 100 % | 503 |
| LUCIE LAMBERT - BUIZINGEN | 2004 | 8,314 | 1,562 | 100 % | 1,562 |
| PRINCE ROYAL - IXELLES* | 2015 | 6,242 | 1,314 | 100 % | 1,314 |
| PAUL DELVAUX - WATERMAEL-BOITSFORT* | 2014 | 6,283 | 1,008 | 100 % | 1,008 |
| RINSDELLE - ETTERBEEK | 2001 | 3,054 | 586 | 100 % | 586 |
| TOP SENIOR - TUBIZE | 1989 | 3,570 | 391 | 100 % | 391 |
| VIGNERON - RANSART | 1989 | 2,200 | 187 | 100 % | 187 |
| VORDENSTEIN - SCHOTEN* | 2014 | 7,403 | 1,141 | 100 % | 1,141 |
| Operator : 't Hofke | 7,061 | 891 | 100 % | 891 | |
| SAUVEGARDE - RUISBROEK* | 2016 | 7,061 | 891 | 100 % | 891 |
| Operator : Vivalto | 8,033 | 1,503 | 100 % | 1,503 | |
| VIVALYS - BRUXELLES | 1983 (2017) | 8,033 | 1,503 | 100 % | 1,503 |
| Operator : Vlietoever | 3,435 | 628 | 100 % | 628 | |
| VLIETOEVER - BORNEM* | 2012 | 3,435 | 628 | 100 % | 628 |
| Operator : Vulpia | 18,841 | 2,369 | 100 % | 2,369 | |
| CHARTREUSE - LIÈGE* | 2015 | 11,013 | 1,267 | 100 % | 1,267 |
| CLOS BIZET - ANDERLECHT* | 2017 | 7,828 | 1,102 | 100 % | 1,102 |
| Operator : Zwaluw | 4,494 | 585 | 100 % | 585 | |
| ZWALUW - GALMAARDEN | 2002 | 4,494 | 585 | 100 % | 585 |
| France | 213,367 | 27,599 | 99 % | 27,749 | |
| Operator : Colisée Patrimoine Groupe | 6,344 | 848 | 100 % | 848 | |
| CAUX DU LITTORAL - NEVILLE* | 1950 (2016) | 3,230 | 421 | 100 % | 421 |
| OLIVIERS - CANNES LA BOCCA* | 2004 | 3,114 | 426 | 100 % | 426 |
| Operator : DomusVi | 18,864 | 2,179 | 100 % | 2,179 | |
| LA VALLÉE D'AUGE - DOZULÉ* | 2003 (2019) | 3,529 | 529 | 100 % | 529 |
| LE GRAND JARDIN - SAP-EN-AUGE* | 1992 (2017) | 2,112 | 223 | 100 % | 223 |
| LE TILLEUL - CHANTELOUP-LES-VIGNES* | 2007 (2018) | 6,319 | 804 | 100 % | 804 |
| LES ONDINES - GRANDCAMP-MAISY* | 2004 (2019) | 2,841 | 350 | 100 % | 350 |
| NOUVEL AZUR - SAINT-PIERRE-DU-REGARD* | 2013 | 4,063 | 272 | 100 % | 272 |
| Operator : Korian | 154,956 | 19,351 | 100 % | 19,351 | |
| ASTREE - SAINT-ÉTIENNE* | 2006 | 3,936 | 440 | 100 % | 440 |
| AUTOMNE - REIMS* | 1990 | 3,552 | 653 | 100 % | 653 |
| AUTOMNE - SARZEAU* | 1994 | 2,482 | 447 | 100 % | 447 |
| AUTOMNE - VILLARS-LES-DOMBES* | 1992 | 2,889 | 412 | 100 % | 412 |
| BROCÉLIANDE - CAEN* | 2003 | 4,914 | 716 | 100 % | 716 |
| BRUYÈRES - LETRA* | 2009 | 5,374 | 754 | 100 % | 754 |
| CANAL DE L'OURCQ - PARIS* | 2004 | 4,550 | 926 | 100 % | 926 |
| CENTRE DE SOINS DE SUITE - SARTROUVILLE* | 1960 | 3,546 | 378 | 100 % | 378 |
| CHÂTEAU DE LA VERNÈDE - CONQUES-SUR-ORBIEL* | 1992 (1998) | 3,789 | 525 | 100 % | 525 |
| DEBUSSY - CARNOUX-EN-PROVENCE* | 1996 | 3,591 | 373 | 100 % | 373 |
| DOMAINES DE VONTES - EVRES-SUR-INDRE* | 1967 (2019) | 8,209 | 664 | 100 % | 664 |
| ESTRAIN - SIOUVILLE-HAGUE* | 1976 (2004) | 8,750 | 696 | 100 % | 696 |
| FRONTENAC - BRAM* | 1990 (2014) | 3,388 | 307 | 100 % | 307 |
| GRAND MAISON - L'UNION* | 1992 (2009) | 6,338 | 783 | 100 % | 783 |
| L'ERMITAGE - LOUVIER* | 2007 | 4,013 | 485 | 100 % | 485 |
| LE CLOS DU MURIER - FONDETTES* | 2008 | 4,510 | 588 | 100 % | 588 |
| LE JARDIN DES PLANTES - ROUEN* | 2004 | 3,000 | 274 | 100 % | 274 |
| LES AMARANTES - TOURS* | 1996 | 4,208 | 487 | 100 % | 487 |
| LES HAUTS D’ANDILLY - ANDILLY* | 2008 | 3,069 | 501 | 100 % | 501 |
| LES HAUTS DE JARDY - VAUCRESSON* | 2008 | 4,373 | 731 | 100 % | 731 |
| LES HAUTS DE L'ABBAYE - MONTIVILLIERS* | 2008 | 4,572 | 533 | 100 % | 533 |
| LES JARDINS DE L’ANDELLE - PERRIERS-SUR-ANDELLE* | 2009 | 3,348 | 452 | 100 % | 452 |
| LES LUBÉRONS - LE PUY-SAINTE-RÉPARADE* | 1990 (2016) | 6,414 | 691 | 100 % | 691 |
| LES OLIVIERS - LE PUY-SAINTE-RÉPARADE* | 1990 | 4,130 | 481 | 100 % | 481 |
| MEUNIÈRES - LUNEL* | 1988 | 4,275 | 731 | 100 % | 731 |
| MONTPRIBAT - MONFORT-EN-CHALOSSE* | 1972 (1999) | 5,364 | 632 | 100 % | 632 |
| PAYS DE SEINE - BOIS-LE-ROY* | 2004 (2010) | 6,496 | 1,233 | 100 % | 1,233 |
| POMPIGNANE - MONTPELLIER* | 1972 | 6,201 | 873 | 100 % | 873 |
| ROUGEMONT - LE MANS* | 2006 | 5,986 | 422 | 100 % | 422 |
| SAINT GABRIEL - GRADIGNAN* | 2008 | 6,274 | 778 | 100 % | 778 |
| VILLA EYRAS - HYÈRES* | 1991 | 7,636 | 682 | 100 % | 682 |
| WILLIAM HARVEY - SAINT-MARTIN-D'AUBIGNY* | 1989 (2016) | 5,779 | 703 | 100 % | 703 |
| Operator : Philogeris | 4,698 | 373 | 100 % | 373 | |
| CUXAC - CUXAC-CABARDES* | 1989 | 2,803 | 211 | 100 % | 211 |
| LAS PEYRERES - SIMORRE* | 1969 | 1,895 | 162 | 100 % | 162 |
| Operator : ORPEA France | 26,305 | 4,850 | 100 % | 4,850 | |
| BELLOY - BELLOY* | 1991 (2009) | 2,559 | 466 | 100 % | 466 |
| HAUT CLUZEAU - CHASSENEUIL* | 2007 | 2,512 | 413 | 100 % | 413 |
| LA JONCHÈRE - RUEIL-MALMAISON* | 2007 | 3,731 | 689 | 100 % | 689 |
| LA RAVINE - LOUVIERS* | 2000 (2010) | 3,600 | 663 | 100 % | 663 |
| LA SALETTE - MARSEILLE* | 1956 | 3,582 | 627 | 100 % | 627 |
| LE CLOS SAINT SÉBASTIEN - SAINT-SÉBASTIEN-SUR- LOIRE* | 2005 | 3,697 | 484 | 100 % | 484 |
| MUSICIENS - PARIS* | 2004 (2020) | 4,264 | 1,375 | 100 % | 1,375 |
| VILLA NAPOLI - JURANCON* | 1950 | 2,360 | 134 | 100 % | 134 |
| VIDE | 2,200 | - | 0 % | ||
| CHAMPGAULT - ESVRES-SUR-INDRE* | 1972 (1982) | 2,200 | - | 0 % | |
| The Netherlands | 187,013 | 24,337 | 100 % | 24,412 | |
| Assets directly leased to healthcare professionals | 45,773 | 5,746 | 99 % | 5,820 | |
| GANZENHOEF - AMSTERDAM * | 2000 (2013) | 2,469 | 415 | 100 % | 415 |
| BURGEMEESTER MAGNEESTRAAT 12 - BERGEIJK* | 1991 (2020) | 2,946 | 476 | 100 % | 476 |
| SIONSBERG - DOKKUM* | 1980 (2015) | 15,693 | 851 | 100 % | 851 |
| DODEWAARDLAAN 5-15 - TIEL* | 2009 | 3,951 | 531 | 100 % | 531 |
| TERGOOI - WEESP* | 1991 (2019) | 2,569 | 401 | 99 % | 403 |
| OOSTERKERKSTRAAT 1 - LEIDEN* | 2012 | 1,813 | 268 | 100 % | 268 |
| MOERGESTELSEWEG 22-26 - OISTERWIJK - VOORSTE STROOM* | 2008 | 1,561 | 210 | 87 % | 241 |
| MOERGESTELSEWEG 32 - OISTERWIJK* | 2007 | 1,768 | 303 | 100 % | 303 |
| MOERGESTELSEWEG 34 - OISTERWIJK* | 2002 | 1,625 | 225 | 95 % | 238 |
| ORANJEPLEIN - GOIRLE* | 2013 | 1,854 | 348 | 100 % | 348 |
| OOSTERSTRAAT 1 - BAARN* | 1963 (2011) | 1,423 | 202 | 95 % | 212 |
| PIUSHAVEN - TILBURG* | 2011 | 2,257 | 451 | 98 % | 460 |
| TORENZICHT 26 - EEMNES* | 2011 | 1,055 | 182 | 100 % | 182 |
| WATERLINIE - UITHOORN* | 2013 | 3,223 | 645 | 99 % | 650 |
| ZOOMWIJCKPLEIN 9-13-15 - OUD BEIJERLAND* | 2018 | 1,566 | 238 | 98 % | 243 |
| Operator : Bergman Clinics | 14,529 | 2,176 | 100 % | 2,176 | |
| BRAILLELAAN 5 - RIJSWIJK* | 2013 (2019) | 2,133 | 261 | 100 % | 261 |
| BRAILLELAAN 10 - RIJSWIJK* | 2020 | 3,917 | 667 | 100 % | 667 |
| RIJKSWEG 69 et 69 A - NAARDEN* | 2010 | 5,821 | 953 | 100 % | 953 |
| RUBENSSTRAAT 165-173 - EDE* | 1991 (2014) | 2,658 | 294 | 100 % | 294 |
| Operator : DC Klinieken | 3,152 | 466 | 100 % | 466 | |
| KRIMKADE 20 - VOORSCHOTEN* | 1992 | 1,181 | 216 | 100 % | 216 |
| LOUIS ARMSTRONGWEG 28 - ALMERE* | 2000 | 1,971 | 250 | 100 % | 250 |
| Operator : Domus Magnus | 3,342 | 1,066 | 100 % | 1,066 | |
| LAURIERSGRACHT - AMSTERDAM* | 1968 (2010) | 3,342 | 1,066 | 100 % | 1,066 |
| Operator : Fundis | 18,159 | 1,564 | 100 % | 1,564 | |
| BRECHTZIJDE 20 - NS ZOETERMEER* | 1997 (2008) | 9,059 | 610 | 100 % | 610 |
| VAN BEETHOVENLAAN 60 - ROTTERDAM* | 1966 (1999) | 9,100 | 954 | 100 % | 954 |
| Operator : Gemiva | 3,875 | 570 | 100 % | 570 | |
| CASTORSTRAAT 1 - ALPHEN AAN DEN RIJN* | 2016 | 3,875 | 570 | 100 % | 570 |
| Operator : Het Baken, Estea & Hof van Blom | 5,182 | 646 | 100 % | 646 | |
| HOF VAN BLOM 5-7, HATTEM* | 2021 | 5,182 | 646 | 100 % | 646 |
| Operator : HWW | 5,326 | 745 | 100 % | 745 | |
| CHRISTOFFEL PLANTIJNSTRAAT 3 - DEN HAAG * | 1986 (2021) | 5,326 | 745 | 100 % | 745 |
| Operator : Stichting Amphia | 14,700 | 1,989 | 100 % | 1,989 | |
| DE PLATAAN - HEERLEN* | 2017 | 14,700 | 1,209 | 100 % | 1,209 |
| AMPHIA - BREDA* | 2016 | 0 | 780 | 100 % | 780 |
| Operator : Attent Zorg en Behandeling | 1,795 | 221 | 100 % | 221 | |
| KASTANJEHOF 2 - VELP* | 2012 | 1,795 | 221 | 100 % | 221 |
| Operator : Stichting ASVZ | 1,624 | 222 | 100 % | 222 | |
| GANTELWEG - SLIEDRECHT* | 2011 | 1,624 | 222 | 100 % | 222 |
| Operator : Stichting Gezondheidszorg Eindhoven (SGE) | 2,237 | 367 | 100 % | 367 | |
| STRIJP-Z - EINDHOVEN* | 2015 | 2,237 | 367 | 100 % | 367 |
| Operator : Stichting JP van den Bent | 1,565 | 216 | 100 % | 216 | |
| HOF VAN ARKEL - TIEL* | 2012 | 1,565 | 216 | 100 % | 216 |
| Operator : Stichting Leger des Heils | 1,181 | 101 | 100 % | 101 | |
| NIEUWE STATIONSTRAAT - EDE* | 1985 (2008) | 1,181 | 101 | 100 % | 101 |
| Operator : Stichting Martha Flora | 2,142 | 373 | 100 % | 373 | |
| KLOOSTERSTRAAT - BAVEL* | 2017 | 2,142 | 373 | 100 % | 373 |
| Operator : Stichting Pantein | 4,254 | 683 | 100 % | 683 | |
| DR. KOPSTRAAT 2 - BEUGEN* | 2011 | 4,254 | 683 | 100 % | 683 |
| Operator : Stichting Philadelphia Zorg | 7,250 | 766 | 100 % | 766 | |
| BARONIE 149-197 - ALPHEN AAN DEN RIJN* | 2016 | 2,000 | 190 | 100 % | 190 |
| CHURCHILLLAAN - LOPIK* | 2015 | 2,883 | 262 | 100 % | 262 |
| WIJNKOPERSTRAAT 90-94 - GORINCHEM* | 2019 | 2,367 | 314 | 100 % | 314 |
| Operator : Stichting Rijnstate | 3,591 | 454 | 100 % | 454 | |
| MARGA KLOMPELAAN 6 - ARNHEM* | 1994 | 3,591 | 454 | 100 % | 454 |
| Operator : Stichting Saer | 8,694 | 1,177 | 100 % | 1,177 | |
| NEBO - DEN HAAG* | 2004 | 8,694 | 1,177 | 100 % | 1,177 |
| Opérateurs : Stichting Sozorg & Martha Flora | 3,074 | 511 | 100 % | 511 | |
| DE RIDDERVELDEN - GOUDA* | 2014 | 3,074 | 511 | 100 % | 511 |
| Operator : Stichting TanteLouise | 16,652 | 2,291 | 100 % | 2,291 | |
| VEILINGDREEF 6 - BERGEN OP ZOOM* | 2010 | 16,652 | 2,291 | 100 % | 2,291 |
| Operator : Stichting Zorgaccent | 4,063 | 376 | 100 % | 376 | |
| DAHLIASTRAAT 1 - NIJVERDAL* | 2006 | 4,063 | 376 | 100 % | 376 |
| Operator : Stichting Zorgaccent & Twentse Zorgcentra | 10,966 | 1,001 | 100 % | 1,001 | |
| REGGEWEG – HELLENDOORN* | (2010) | 10,966 | 1,001 | 100 % | 1,001 |
| Operator : Stichting Zorggroep Noordwest-Veluwe | 3,887 | 610 | 100 % | 610 | |
| ARCADE NW - ERMELO * | 2014 | 3,887 | 610 | 100 % | 610 |
| Germany | 293,629 | 36,466 | 100 % | 36,466 | |
| Operator : Alloheim | 12,927 | 1,352 | 100 % | 1,352 | |
| AUF DER ALTEN BAHN 10 - BICKENBACH* | 2011 | 6,638 | 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 | 3,342 | 100 % | 3,342 | |
| DR. | |||||
| ```# PROPERTY REPORT – REAL ESTATE PORTFOLIO |
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual, rents (x 1,000 EUR) | B Rents + ERV on unlet premises (x 1,000 EUR) | C = A/B Occupancy rate |
|---|---|---|---|---|---|
| SCHEIDERSTRASSE 29 – RIESA* | 2018 | 6,538 | 856 | 100 % | 856 |
| GAUFSTRASSE 5 – CHEMNITZ* | 2004 | 7,751 | 765 | 100 % | 765 |
| JOSEPH-KEHREIN-STRASSE 1-3 - MONTABAUR* | 2003 (2015) | 11,615 | 1,195 | 100 % | 1,195 |
| SENIORENZENTRUM BRÜHL - CHEMNITZ* | 2007 | 6,717 | 526 | 100 % | 526 |
| Operator: Convivo | 4,354 | 512 | 100 % | 512 | |
| LANGE STRASSE 5-7 - LANGELSHEIM* | 2004 | 4,354 | 512 | 100 % | 512 |
| 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 | 1,540 | 100 % | 1,540 | |
| OSTLICHE RINGSTRASSE 12 - INGOLSTADT* | 1991 | 6,518 | 760 | 100 % | 760 |
| SCHONE AUSSICHT 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: Korian Germany | 12,741 | 1,383 | 100 % | 1,383 | |
| TRINENKAMP 17 - GELSENKIRCHEN* | 1998 | 6,641 | 728 | 100 % | 728 |
| AUF DER HUDE 60 - LÜNEBURG* | 2004 | 6,100 | 655 | 100 % | 655 |
| Operator: M.E.D. Gesellschaft für Altenpflege | 4,602 | 588 | 100 % | 588 | |
| SENIORENRESIDENZ CALAU - CALAU* | 2015 | 4,602 | 588 | 100 % | 588 |
| Operator: Mohring Gruppe | 10,513 | 910 | 100 % | 910 | |
| WESTSTRASSE 12-20 - BAD SASSENDORF* | 1968 (2013) | 10,513 | 910 | 100 % | 910 |
| Operator: Oberberg | 8,036 | 1,380 | 100 % | 1,380 | |
| AM SANDFELD 34 – KAARST* | 2020 | 8,036 | 1,380 | 100 % | 1,380 |
| Operator: ORPEA Germany | 44,493 | 5,019 | 100 % | 5,019 | |
| AM KASTANIENPARK 2 & 24 - WIESMOOR* | 1997 (2020) | 4,926 | 538 | 100 % | 538 |
| FOCKENBOLLWERKSTRASSE 31 - AURICH* | 1994 (2020) | 4,858 | 572 | 100 % | 572 |
| KURPROMENADE 6-8 - BAD LANGENSALZA* | 1998 | 11,507 | 1,181 | 100 % | 1,181 |
| NEXUS - BADEN-BADEN* | 1896 (2005) | 4,706 | 878 | 100 % | 878 |
| PROF.-KURT-SAUER-STRASSE 4 - BAD SCHÖNBORN* | 1997 (2020) | 18,496 | 1,850 | 100 % | 1,850 |
| 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 6 A - 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 |
| Operator: Wecare | 2,940 | 378 | 100 % | 378 | |
| AM STEIN 20 - NEUSTADT/WESTERWALD* | 2012 | 2,940 | 378 | 100 % | 378 |
| Spain | 103,861 | 8,130 | 100 % | 8,130 | |
| Operator: Clece | 10,189 | 1,096 | 100 % | 1,096 | |
| EMILIA PARDO BAZAN 116 – VIGO* | 2021 | 5,373 | 462 | 100 % | 462 |
| ERNESTO CHE GUEVARA – OLEIROS* | 2021 | 4,816 | 634 | 100 % | 634 |
| Operator: DomusVi | 68,107 | 5,161 | 100 % | 5,161 | |
| ACCESO IV PLANT 41 - SAGUNT* | 1985 (2001) | 5,544 | 516 | 100 % | 516 |
| AMAPOLA 38 - VALDEPENAS* | 1998 | 5,677 | 192 | 100 % | 192 |
| AMETLLER 6 – HOSPITALET DE LLOBREGAT* | 2005 | 5,968 | 612 | 100 % | 612 |
| ANTEQUERA 8 - BARCELONA* | 2002 | 4,370 | 547 | 100 % | 547 |
| CASSERRES 1 – PUIG REIG* | 1995 (2008) | 6,794 | 759 | 100 % | 759 |
| FRANCISCO VITORIA 24 - VALLADOLID* | 2013 | 9,246 | 601 | 100 % | 601 |
| MARE DE DEU DEL COLL 22 - BARCELONA* | 1997 | 7,300 | 743 | 100 % | 743 |
| MEJORANA 100 – ALHAURIN DE LA TORRE* | 1997 (2006) | 6,107 | 228 | 100 % | 228 |
| MORALEJA 1 - VILLARALBO* | 2007 | 7,006 | 254 | 100 % | 254 |
| PARTIDA GRAO - ALPICAT* | 1995 (2001) | 3,964 | 506 | 100 % | 506 |
| POLIGONO SANTA BARBARA - THARSIS* | 1994 (2002) | 6,131 | 203 | 100 % | 203 |
| Operator: ORPEA | 10,628 | 865 | 100 % | 865 | |
| CAPUCHINOS 85 - CASTELLÓN* | 2020 | 6,100 | 433 | 100 % | 433 |
| ZABALBIDE - BILBAO* | 2021 | 4,528 | 432 | 100 % | 432 |
| Operator: Reifs | 14,937 | 1,008 | 100 % | 1,008 | |
| CONSTELACIÓN CORONA AUSTRAL, 1 - UTRERA* | 2004 | 7,067 | 556 | 100 % | 556 |
| MARTIN DE GAINZA 12 - ALCALÁ DE GUADAÍRA* | 2006 | 7,870 | 452 | 100 % | 452 |
| Finland | 6,823 | 1,597 | 100 % | 1,597 | |
| Operator: Mehiläinen | 4,200 | 979 | 100 % | 979 | |
| VAASANPUISTIKKO 22 - VAASA* | 2021 | 4,200 | 979 | 100 % | 979 |
| Operator: Esperi Care | 2,623 | 618 | 100 % | 618 | |
| HARRIKUJA 8 - VANTAA* | 2021 | 2,623 | 618 | 100 % | 618 |
| Ireland | 39,244 | 4,637 | 100 % | 4,637 | |
| Operator: DomusVi | 39,244 | 4,637 | 100 % | 4,637 | |
| CAIRN HILL WESTMINSTER ROAD - CORNELSCOURT* | 1999 | 1,742 | 433 | 100 % | 433 |
| DRUMALEE - CAVAN* | 2007 | 8,540 | 400 | 100 % | 400 |
| MALAHIDE ROAD - BALGRIFFIN* | 2001 | 6,998 | 1,118 | 100 % | 1,118 |
| SEA ROAD - CASTLEBELLINGHAM* | 2002 | 2,520 | 550 | 100 % | 550 |
| STAMULLEN ROAD - GORMANSTON* | 2000 | 10,367 | 650 | 100 % | 650 |
| STOCKHOLE LANE - CLOGHRAN* | 2016 | 4,956 | 959 | 100 % | 959 |
| THE CURRAGH - SUNCROFT* | 2000 | 4,121 | 528 | 100 % | 528 |
| Italy | 64,913 | 9,612 | 100 % | 9,612 | |
| Operator: Codess Sociale | 12,898 | 1,447 | 100 % | 1,447 | |
| BOCCACCIO 96 – PADUA* | 2000 (2012) | 12,898 | 1,447 | 100 % | 1,447 |
| Operator: Korian | 24,640 | 3,884 | 100 % | 3,884 | |
| CRESCITELLI 1 - MONZA* | 1987 (1997) | 9,196 | 1,415 | 100 % | 1,415 |
| IPPOCRATE 18 - MILAN* | 2005 | 15,444 | 2,469 | 100 % | 2,469 |
| Operator: Kos | 27,375 | 4,281 | 100 % | 4,281 | |
| DON LUIGI UBOLDI 40 - BOLLATE* | 2003 | 7,210 | 1,038 | 100 % | 1,038 |
| SAN FAUSTINO 21 - MILAN* | 2003 | 7,588 | 1,247 | 100 % | 1,247 |
| SAN FAUSTINO 27 - MILAN* | 2003 | 12,577 | 1,996 | 100 % | 1,996 |
| United Kingdom | 9,411 | 3,420 | 100 % | 3,420 | |
| Operator: Country Court Care Homes | 9,411 | 3,420 | 100 % | 3,420 | |
| ELBA GATE - MILTON KEYNES* | 2017 | 3,158 | 1,125 | 100 % | 1,125 |
| FERRARS ROAD 14 - HUNTINGDON* | 2016 | 3,166 | 1,152 | 100 % | 1,152 |
| PRINCES AVE - WELWYN GARDEN* | 2018 | 3,087 | 1,143 | 100 % | 1,143 |
| OFFICES | 419,314 | 70,190 | 93 % | 75,431 | |
| Brussels CBD | 129,269 | 28,639 | 95 % | 30,029 | |
| ARTS/KUNST 27* | 1977 (2009) | 3,734 | 949 | 98 % | 973 |
| ARTS/KUNST 46* | 1966 (1998) | 11,516 | 2,328 | 96 % | 2,420 |
| AUDERGHEM 22-28* | 2004 | 5,853 | 1,147 | 86 % | 1,336 |
| BELLIARD 40* | 2018 | 20,322 | 5,218 | 99 % | 5,252 |
| PORT/HAVEN 86 C* | 2014 | 16,725 | 3,976 | 100 % | 3,976 |
| GUIMARD 10-12* | 1980 (2015) | 10,410 | 2,609 | 100 % | 2,612 |
| LIGNE 13* | 2007 | 3,693 | 769 | 98 % | 784 |
| LOI/WET 34* | 2001 | 6,882 | 915 | 76 % | 1,206 |
| LOI/WET 57* | 2001 | 10,279 | 1,953 | 100 % | 1,953 |
| LOI/WET 227* | 1976 (2009) | 5,915 | 1,442 | 99 % | 1,459 |
| MEEÛS 23* | 2010 | 8,807 | 2,185 | 98 % | 2,221 |
| ARTS/KUNST 19 H (Quartz)* | 2020 | 9,186 | 2,114 | 100 % | 2,114 |
| SCIENCE/WETENSCHAP 41* | 1960 (2001) | 2,932 | 620 | 99 % | 629 |
| TRÔNE/TROON 98* | 1986 | 5,757 | 1,212 | 99 % | 1,218 |
| TRÔNE/TROON 100* | 2020 | 7,258 | 1,202 | 64 % | 1,876 |
| Brussels decentralised | 167,149 | 25,322 | 92 % | 27,516 | |
| BOURGET 40* | 1998 (2020) | 14,262 | 1,976 | 100 % | 1,977 |
| BOURGET 42* | 2001 | 25,746 | 3,868 | 90 % | 4,281 |
| BOURGET 44* | 2001 | 14,049 | 2,127 | 91 % | 2,349 |
| BOURGET 50* | 1998 (2021) | 4,878 | 283 | 40 % | 703 |
| BRAND WHITLOCK 87-93* | 1991 | 6,216 | 913 | 91 % | 999 |
| COCKX 8-10 (Omega Court)* | 2008 | 16,472 | 2,072 | 79 % | 2,630 |
| RUE DE GENÈVE/GENEVESTRAAT 12 (Everegreen)* | 1992 (2006) | 16,062 | 2,089 | 100 % | 2,089 |
| GEORGIN 2* | 2007 | 17,681 | 3,488 | 100 % | 3,488 |
| HERRMANN DEBROUX 44-46* | 1992 | 9,666 | 1,624 | 97 % | 1,676 |
| SOUVERAIN/VORST 36* | 1998 | 8,310 | 854 | 100 % | 854 |
| SOUVERAIN/VORST 280* | 1989 (2005) | 7,074 | 1,185 | 96 % | 1,232 |
| TERVUREN 270-272 (The Gradient)* | 1976 (2013) | 19,580 | 3,549 | 90 % | 3,941 |
| WOLUWE 58 (+ parking Saint-Lambert)* | 1986 (2001) | 3,868 | 785 | 100 % | 785 |
| WOLUWE 62* | 1988 (1997) | 3,285 | 510 | 99 % | 514 |
| Brussels periphery | 61,998 | 6,587 | 82 % | 8,075 | |
| MERCURIUS 30* | 2001 | 6,124 | 583 | 100 % | 583 |
| NOORDKUSTLAAN 16 A-B-C (West-End)* | 2009 | 10,022 | 1,504 | 90 % | 1,680 |
| PARK LANE* | 2000 | 36,636 | 3,680 | 74 % | 4,945 |
| WOLUWELAAN 151* | 1997 | 9,216 | 820 | 94 % | 868 |
| Antwerp periphery | 12,994 | 2,073 | 94 % | 2,209 | |
| AMCA - AVENUE BUILDING* | 2010 | 9,403 | 1,522 | 96 % | 1,583 |
| AMCA - LONDON TOWER* | 2010 | 3,530 | 542 | 88 % | 618 |
| NOORDERPLAATS (AMCA)* | 2010 | 61 | 9 | 100 % | 9 |
| Other regions | 47,904 | 7,570 | 100 % | 7,602 | |
| ALBERT I er 4 - CHARLEROI* | 1967 (2005) | 19,189 | 2,954 | 100 % | 2,954 |
| MECHELEN STATION - MALINES/MECHELEN* | 2002 | 28,715 | 4,616 | 99 % | 4,648 |
| OFFICE BUILDINGS WITH SOLD LEASE RECEIVABLES | 33,785 | 7,382 | 100 % | 7,384 | |
| Brussels decentralised | 4,137 | 442 | 100 % | 442 | |
| COLONEL BOURG 124* | 1988 (2009) | 4,137 | 442 | 100 % | 442 |
| Brussels CBD | 26,188 | 5,900 | 100 % | 5,902 | |
| LOI/WET 56* | 2008 | 9,484 | 2,309 | 100 % | 2,309 |
| LUXEMBOURG/ LUXEMBURG 40* | 2007 | 7,522 | 1,233 | 100 % | 1,233 |
| NERVIENS/NERVIÊRS 105* | 1980 (2008) | 9,182 | 2,232 | 100 % | 2,232 |
| MEEÛS 23 (+ parking)* | 2010 | 0 | 126 | 98 % | 128 |
| Other regions | 3,460 | 1,040 | 100 % | 1,040 | |
| MAIRE 19 - TOURNAI* | 1997 | 3,460 | 1,040 | 100 % | 1,040 |
| PROPERTY OF DISTRIBUTION NETWORKS | 359,617 | 36,330 | 99 % | 36,878 | |
| Pubstone | 311,379 | 29,991 | 100 % | 30,108 | |
| Pubstone Belgium (677 buildings)* | 270,060 | 19,710 | 99 % | 19,827 | |
| Brussels | 40,258 | 4,029 | 100 % | 4,029 | |
| Flanders | 167,258 | 11,579 | 100 % | 11,622 | |
| Wallonia | 62,544 | 4,102 | 98 % | 4,176 | |
| Pubstone Netherlands (212 buildings)* | 41,319 | 10,281 | 100 % | 10,281 | |
| MAAF (180 buildings)* | 39,196 | 4,949 | 92 % | 5,380 | |
| Other Belgium | 9,043 | 1,390 | 100 % | 1,390 | |
| KROONVELDLAAN 30 - DENDERMONDE | 2012 | 9,043 | 1,390 | 100 % | 1,390 |
| TOTAL INVESTMENT PROPERTIES AND WRITEBACK OF SOLD AND DISCOUNTED LEASE PAYMENTS | 2,322,950 | 312,584 | 98 % | 318,599 | |
| ASSETS HELD FOR SALE | 39,602 | ||||
| Belgium | 20,805 | ||||
| COLONEL BOURG 122* | 1988 (2006) | 4,129 | |||
| PARK HILL* | 2000 | 16,676 | |||
| France | 18,797 | ||||
| PONT - BEZONS* | 1988 (1999) | 2,500 | |||
| LAC - MONCONTOUR* | 1991 | 1,286 | |||
| HÉLIO-MARIN - HYÈRES* | 1975 | 12,957 | |||
| MAAF (10 buildings)* | 2,054 | ||||
| HEALTHCARE RENOVATION PROJECTS | 0 | ||||
| Belgium | 0 | ||||
| BLOEMENLAAN - |
REAL ESTATE PORTFOLIO MARKET COMMENTARY
Healthcare real estate
As at 31.12.2021, the fair value of Cofinimmo’s consolidated health- care real estate portfolio accounted for 67 % of the company’s total consolidated portfolio. In this segment, Cofinimmo owns properties worth nearly 3,800 million EUR in nine countries, namely : Belgium, France, Germany, the Netherlands, Spain, Finland, Ireland, Italy and the United Kingdom. In total, Cofinimmo owns 266 healthcare assets having together a total capacity of nearly 25,600 beds.
THE BELGIAN HEALTHCARE MARKET
Demographic evolution in Belgium
According to the National Planning Bureau, the percentage of persons aged 67 and over in Belgium is increasing and will peak at 22.4 % of the population by 2040, representing 2.7 million people. The proportion of persons aged 80 and over was 5.6 % in 2020 and will gradually rise to reach 7.5 % by 2040. Irrespective of the current oer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population.
Nursing and care homes landscape
According to the latest statistics available (provided by Femarbel), Belgium counts about 1,500 nursing and care homes oering together a total capacity of approximately 150,000 beds. It is estimated that an overall capacity of around 178,000 accommo- dation units will be needed by 2030 and of approximately 287,000 units by 2050. This represents an average annual growth of 4,500 accommodation units between now and 2050. Public operators account for approximately 30 % of the beds, private operators for approximately 35 % and non-profit sector operators for approximately 35 % of the beds.
Market Trends
The transaction volume over the year 2021 amounted to nearly 3.6 billion EUR, i.e a 35 % decrease compared to the previous year. Approximately 10 % of the investment volumes refers to nursing and care homes. Belgian players (REITs, Insurance companies) dominated this market. The prime yield is at 4 % in Flanders (compared to 4.3 % in Brussels and 4.5 % in Wallonia), stable at an all-time low, but which is still slightly higher than investments returns generated by other asset classes (e.g. oces at 3.6 %). Prime yields should remain stable in the medium-term. Due to the Covid-19 pandemic, the occupancy rate of care homes had decreased by the end of 2020 and early 2021. However, as vaccination programmes have been rolled out, occupancy rates have started to recover during the second part of the year.
THE FRENCH HEALTHCARE MARKET
Demographic evolution in France
As a direct consequence of the post-war baby-boom (1946 to 1976), the proportion of over 65 s is inevitably set to rise through to 2040. According to INSEE, the percentage of persons aged 65 and over in France is increasing and will peak at 26.5 % of the population by 2040, representing 18,3 million people. The proportion of persons aged 80 and over was 6.0 % in 2021 and will gradually rise to reach 9.7 % by 2040. Irrespective of the current oer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population.
Care dependency
Considering the growing proportion of elderly in the French popu- lation, the total number of care-dependent persons will increase from 1.3 million in 2017 to 2 million by 2040, i.e., a 54 % increase. Needless to say that the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
According to the latest statistics available, France counts about 7,400 nursing and care homes oering together a total capacity of approximately 595,200 beds. It is estimated that an overall capacity of around 700,000 accommo- dation units will be needed by 2030 and of approximately 900,000 units by 2045. This represents an average annual growth of 50 % accommodation units between now and 2045. Public operators account for approximately 44 % of the beds, private operators for approximately 25 % and non-profit sector operators for approximately 31 % of the beds.
The cure centres (healthcare centres/ rehabilitation clinics/psychiatric clinics)
In a drive to rationalise patient care and optimise structural costs, public and private for-profit establishments have been taking the approach of concentrating their various entities and services. In addition, changes in surgical techniques, the ageing population and chronic conditions are increasingly pushing healthcare estab- lishments towards flexibility. Driven by an activity-based funding approach, there has also been an increase in day/night hospital - isations and ambulatory care in particular. In Medical, Surgical and Obstetrics (MSO), full hospitalisations fell by an average of 0.9 % per year from 2006 to 2016 whereas partial hospitalisations rose by 4.7 % per year. The same trend can be seen for aftercare and rehabilitation centers (SSR) with growth of 1.1 % for full hospi - talisations and 7.6 % for partial hospitalisations. Nationally, beds in private clinics account for 24 % of the overall health stock, compared with 61 % for public establishments and 15 % for not-for-profit. However, penetration rates vary considerably by department : relatively low in the North-East (less than 10 % in Ardennes, Meuse, Bas-Rhin and Haut-Rhin) and conversely very high in the South and Corsica (over 40 % in Bouches du Rhône, Haute Garonne and Hérault). Generally speaking, public establishments dominate in terms of full hospitalisations for long-term care (90 %), psychiatrics (62 %) and MSO (74 %). Conversely, half of partial hospital days in the MSO sector are in the, private sector. Only private operators are currently choosing to outsource their real estate. However, there is nothing to stop similar moves being made by public establishments. In fact with high levels of debt in the struggling public health sector (debt ratio of 51.5 % in 2016), this option could one day be explored by public bodies seeking to release capital in order to finance modernisation (equipment, connected tools, scientific research activity, etc.) and hospital development. The French market has been experiencing an increasing investor appetite for surgical clinics - long considered risky, more Capex- demanding with lower operational margins and larger investment sizes. This appetite shows that any healthcare related opportunity would likely be appreciated by investors.
Market Trends
Health and social care operators currently face several challen- ges. The first is linked to a lack of land; this is limiting development projects and encouraging operators to approach developers and real estate specialists to support their hunt for new development opportunities. The second is human in nature with pressure on the employment market in this sector and genuine diculties in recruit- ing qualified and specialist sta : doctors, nurses, care workers. The third is demographic, with a growing need for residential care and an increase in chronic illness which require trained sta, specific care and facilities. Encouraged by public authorities, specialists in care services and assisted living are now diversifying into the senior citizen market. Strategies vary from one operator to the other : diversifying home-support services, creating a network of shared housing solutions for seniors, etc.
Transaction volume
The healthcare transaction volume (excluding assisted living) over the year 2021 amounted to approx. 1.4 billion EUR, i.e a 60 % increase compared to 2020. Approximately 66 % of the investment volumes refers to nursing and care homes (920 M EUR). Local players domin- ated this market. In 2021, the transaction volume was significantly driven by the acquisition of a portfolio of 33 nursing homes by Primonial on behalf of its Primovie SCPI. All 33 nursing homes are fully let under fixed long-term leases to Colisée. Despite the strong appetite of investors for French healthcare assets, few other signifi- cant transactions over 100 million EUR have been recorded in 2021 due to lack of opportunities on the market.
| OUDENBURG - NEW FARNIENTANE – JUPRELLE - NEW SITELLES – GENAPPE* - France | 0 |
|---|---|
| REVIN - VILLA BAUCIS - FONTAINEBLEAU - VILLERS-SUR-MER* - The Netherlands | 0 |
| TERGOOI - HILVERSUM* - Spain | 0 |
| BARCELONA 11 - CASTELLÓN - CALLAO 13 – MALLORCA - JAUME II 57 - LÉRIDA - MARIANO SANZ 39 - CARTAGENA - MATERNITAT D’ELNA 1 – TARRAGONA - NOVELDA 26/28 - ALICANTE - SAN LUCAR 20 – PUERTO SANTA MARÍA* | 11 |
| Finland | 0 |
| AALLONMURTAJANKATU 3 - KUOPIO - AURA - TURKU - AURA - YLÖJÄRVI - FLORA - TURKU - PUNAKIVENTIE 19 – HELSINKI - RIISTATIE 3 - ROVANIEMI | 3 |
| OFFICES RENOVATION PROJECTS | 16,855 |
| ARTS/KUNST 47-49* | 6,915 |
| LOI/WET 85* | 3,735 |
| MONTOYER 10* | 6,205 |
| RENOVATION PROJECTS REAL ESTATE OF DISTRIBUTION NETWORKS | 0 |
| TENREUKEN - LAND RESERVE | |
| HEALTHCARE REAL ESTATE | |
| OSTLICHE RINGSTRASSE 11 - INGOLSTADT | |
| ROOSEVELT - BRUXELLES* | |
| NOORDDUIN - KOKSIJDE | |
| SUR SEAUMONT - MARCHE-EN-FAMENNE | |
| CLAVELES – MARACENA* | |
| ISLAS CANARIAS 98 – SANTA CRUZ DE TENERIFE* | |
| PAU ALJAMAR 10 - TOMARES* | |
| PINADA 81/83 - MURCIA* | |
| ZAMORA 43 - VALLADOLID* | |
| 156 | COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT |
| Property | Year of construction (last renovation/ extension) |
| LAND RESERVEOFFICES | |
| Brussels CBD | 30 |
| DE LIGNE* | |
| EGMONT I * | |
| EGMONT II * | |
| LOUISE 140* | |
| MEIBOOM 16-18* | |
| MONTOYER 14* | 2 |
| MONTOYER 40* | |
| Brussels decentralised | 2 |
| WOLUWE 34* | |
| Brussels periphery | |
| KEIBERG PARK* | |
| WOLUWE GARDEN 26-30* | |
| Antwerp Singel | 1 |
| QUINTEN* | |
| REGENT* | |
| ROYAL HOUSE* | |
| UITBREIDINGSTRAAT 2-8* | |
| UITBREIDINGSTRAAT 10-16* | 1 |
| PORTFOLIO GRAND TOTAL | 2,379,407 |
The prime yields for nursing homes leased by major operators through long-fixed-period leases are still under pressure and can reach 4.00% in region. A recent landmark portfolio transaction in France demonstrated another yield compression for secondary regional locations. Prime yields in Paris and Greater Paris area could reach the 3.50% mark although no deal has been recorded at this level in 2021.
Comment on COVID-19
In contrast to other commercial real estate asset classes, healthcare market has shown a great resilience following the Covid-19 outbreak. Despite punctual general trend of lower than normal occupancy and increased costs and trade interruption through infection control procedures, rents and incentives have remained largely unchanged, with operators taking a robust long term view. We have not observed any significant change in normative long-terms rents. More gener- ally since the Covid-19 outbreak, the healthcare market has been considered as a haven for investment with no repricing nor yield increase recorded.
Comment on current economic situation
France’s annual inflation rate was confirmed at a robust 2.8% year-on-year in December of 2021. According to the last publications, the annual inflation rate is expected to amount approx. 2.0% in 2022. Major operators might partly reflect the inflation increase in their rates.
THE DUTCH HEALTHCARE MARKET
Demographic evolution in the Netherlands
With the aging of the population, the number of (vulnerable) elderly people is increasing sharply. In 2040 there will be 4.8 million over-65s, 2.5 million over-75s and 340,000 over-90s. In addition, the number of single elderly people is increasing and there is more dementia and loneliness (Actiz, 2020). In the coming years, the proportion of 65-79 year-olds in the total population will rise sharply. From 2025, the group of over-80s will also increase sharply (double aging) (CBS, 2021). With all these developments, the demand for care is increasing sharply.
Care dependency
Considering the growing proportion of elderly in the Dutch popu-lation, the total number of care-dependent persons is expected to increase. For example, the number of people with dementia and with an indication for nursing home care is expected to increase to 165,000 in 2040, an increase of 117% compared to 2015 (RIVM, 2018). In addition, the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
The current and expected capacity of care homes has been mapped by TNO (2020) nationally and regionally based on existing regis-trations. The total contracted or delivered intramural capacity is approximately 142,000 places. The theoretically available capacity is calculated at approximately 152,000 beds. Expansion plans for approximately 9,000 places including accommodation have been announced. The intended expansion plans are not sucient to meet the need when looking at the prognosis, where approximately 30,000 extra people will already need care based on an (Wlz) indication in 2025 and more than 100,000 extra people in 2040.
159 PROPERTY REPORT MARKET COMMENTARY
Primary health care centre and clinic landscape
In addition to the trend of healthcare providers in the care sector of selling their real estate, a same shift is increasingly noticed within the cure sector. An example of this trend is the sale of (parts of) the Albert Schweitzer hospital in Dordrecht. The hospital was leasing parts of the hospital to other tenants and decided to sell these parts in order to focus on their core task of providing care. Regarding primary health care centres, a study of the national association of general practitioners (LHV, 2021) shows that GPs face diculties regarding housing. A large proportion of GPs indicate that there is a lack of suitable housing and space to build. Moreover, the rental or purchase prices are often considered too high in relation to the reimbursement that GPs receive. Not only in (large) cities, but also in other parts of the country, GPs indicate that there is insucient space in the building and that they are getting stuck in their search for suitable housing.
Market Trends
The transaction volume over the year 2021 amounted to approximately 1 billion EUR. Approximately 75% of the investment volumes refers to nursing and care homes. A major part of the investment volume is invested by Dutch institutional and private real estate funds, while the number of international (listed and non-listed) investors keeps increasing in the past year.
The prime net initial yields are in range of approximately 3.8% - 5.5% for care homes of prime assets depending on the quality of the location, building and tenant as well as the remaining lease term. The net initial yield showed a decreasing trend in 2021. A lack of supply of investment opportunities in combination with a growing number of interested parties in care home real estate, keeps downwards pressure on yields. This resulted in parties having to broaden their scope and consider investing in other segments within the care and cure sector, such as primary health care centres, clinics and rehabilitation centres.
The prime net initial yields are in range of approximately 4.5% - 6.5% for primary health care centres of prime assets depending on the quality of the location, building and tenant(s) as well as the remaining lease term. The net initial yield showed a decreasing trend in 2021.
Occupancy rate in relation to COVID-19
After a period of lower occupancy rates in nursing and care homes, the occupancy rate started to rise again from February 2021. The increase in the occupancy rate in nursing and care homes is still slow and the dierences between regions are large. The wait-ing lists are getting shorter, and this decrease can be seen in all sectors (NZA, 2021).
THE GERMAN HEALTHCARE MARKET
Demographic evolution in Germany
According to the German Federal Statistical Oce (Destatis), the percentage of persons aged 67 and over in Germany is increasing and will peak at 26% of the population by 2037, representing an increase of 21 million people. The proportion of persons aged 80 and over was 7% in 2019 and will gradually rise to reach 12% by 2060. Irrespective of the current oer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population.
Care dependency
Considering the growing proportion of elderly in the German popu-lation, the total number of care-dependent persons will increase from 4.13 million in 2019 to 5.1 million by 2030, i.e. a 23% increase. Needless to say that the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
According to the latest statistics available, Germany counts about 15,380 nursing and care homes oering together a total capacity of approximately 969,553 beds. It is estimated that an overall capacity of around 157,000 accom-modation units will be needed by 2030. This represents an average annual growth of 293,000 accommodation units between now and 2030. Public operators account for approximately 5% of the beds, private operators for approximately 43% and non-profit sector operators for approximately 52% of the beds.
Rehabilitation Clinics
According to the latest statistics available (2016), Germany counts about 1,149 rehabilitation facilities oering together a total capacity of approximately 165,223 beds. The average occupancy rate amounted to 83% and the average length of stay for a patient to 25.3 days. Private operators dominate account for 53% of the market, with 609 facilities in 2017. The federal and state government pension insurance (a public operator) is the largest operator for rehabilita-tion clinics with around 90 facilities. Nevertheless, the public sector operators still only account for some 20% of the total market. Rehab Clinics are also gaining importance among the asset classes with long-term leases and stable and often indexed rents. They benefit from demographic trends such as the rising age of the population. What is true of senior flats and nursing homes is also true of rehabilitation clinics. The asset class is gaining significantly in importance among healthcare properties with rising transaction volume, only slowed down by the lack of available products for sale. Yields for core investments range between 4.3% and 4.8%.
Market Trends
The transaction volume over the year 2021 amounted to nearly 3.7 billion EUR, i.e. a 23% increase compared to the previous year and approx. 208% compared to 5 years ago (2017). Approximately 59% of the investment volumes of 2021 refers to nursing and care homes. International investors dominated this market with approx. 1 billion EUR invested in the German healthcare real estate market. The prime yield decreased at 3.9%, which was an all-time low, but which is still higher than investments returns generated by other asset classes (e.g. 2.76% for oce). It is expected that demand from national and international institutional investors for well-positioned care homes will remain high, with new development activity in this asset class remaining far too low. Pressure on yields will therefore remain high.
160 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Comment on COVID-19
The COVID-19 crisis had no impact on the transaction volume; on the contrary, demand has increased. This further prove the resiliency of this asset class. Furthermore, investment volume is expected to increase even more, once all COVID-19 related measures are lifted from healthcare assets. In general, there is a large vaccination rate in German nursing homes, limiting outbreaks in establishments and facilitating day to day operations. Although nursing homes were required to set aside a small number of rooms for potential COVID-19 cases, this had in general little impact on the occupancy.# MARKET COMMENTARY
Comment on current economic situation
Uncertainty combined with the effects of the measures imposed to cut the number of infections created a deep recession in the German economy in Q1 2020, with a fall in GDP of 11.5 %. As virus containment measures were eased, cases fell and the economy bounced back by some 8 % in Q3. New measures to curtail a second wave of infections were imposed in late October and, the rebound slowed, bringing GDP growth for the year as a whole to -4.93 %. The pattern in 2021 followed a similar course but was less onerous, with GDP recovering to 2.85 %. A sustained recovery is now expected, despite the Omicron wave, as the proportion of the population which is vaccinated increases and confidence recovers. Expectations regarding the sustained rebound are reflected in the positive 2022 GDP growth forecast of 3.56 %. The current and forecasted high rate of inflation only has a limited impact on the operators’ rental payments, since the indexation is usually concluded at a relatively low level.
THE SPANISH HEALTHCARE MARKET
Demographic evolution in Spain
According to INE, the percentage of persons aged 67 and over in Spain is increasing and will peak at 29 % of the population by 2051, representing 14,491,157 million people. The proportion of persons aged 80 and over was 6 % in 2020 and will gradually rise to reach 14 % by 2061. Irrespective of the current offer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population.
Care dependency
Considering the growing proportion of elderly in the Spanish population, the total number of care-dependent persons will increase from 1.4 million in 2021 to 2.1 million by 2030, i.e. a 50 % increase. Needless to say that the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
According to the latest statistics available included in the 2021 report “Informes Envejecimiento en red”, Spain counts about 5,556 nursing and care homes offering together a total capacity of approximately 384,251 beds. It is estimated that additional 200,000 beds will be needed by 2030 and of approximately 400,000 units by 2050. This represents an average annual growth of c.100 % accommodation units between now and 2050. Public operators account for approximately 27 % of the beds, private operators for approximately 73 %. Approximately 25 % of the total privately operated beds are publicly subsidized (“camas concertadas”). Therefore, fully private demand represents approximately 50 % of the total stock.
Market Trends
The transaction volume in nursing homes over the year 2021 continued at historic record high levels. The main transaction in Spain in 2021 was the acquisition of 18 nursing homes that Cofinimmo acquired to Batipart for approximately 150 million EUR. The number of partnerships between investors and operators has continued to increase during 2021 and it is expected to continue in the future, leading to further increase in investment volumes. The prime yield decreased slightly during 2021 and as at end-2021 it stands at 4.50 %, which was an all-time low, but which is still higher than investments return generated by other asset classes such as offices : 3.15 %; retail high street : 3.50 % and logistics : 4.00 %; amongst others. On the operational side, in 2021 operators have progressively recovered from the COVID-19 outbreak. The vaccination program in Spain has been implemented successfully with all the residents in nursing homes having the third vaccine which has contributed to containing the spread of COVID-19.
THE IRISH HEALTHCARE MARKET
Demographic evolution in Ireland
According to the CSO (Central Statistics Office) the percentage of persons aged 65 and over in Ireland is increasing and will peak at 18.21 % of the population by 2036, representing c. 1.02 million people. The proportion of persons aged 80 and over was 3.1 % within the most recent 2016 census and is predicted to gradually rise and to reach 5.8 % by 2036. An increase in the number of nursing homes nationally, is required to meet the growing demand associated with the ageing demographic of the population.
Care dependency
Considering the growing proportion of elderly in the Irish population, it is estimated that the total number of care home-dependent persons will increase from approx. 29,000 to 43,000 by 2031, i.e. a 48 % increase. The proportion of care-dependent persons increases with age.
Nursing and care homes landscape
According to the latest statistics available, Ireland counts about 540 nursing and care homes, offering together a total capacity of approximately 31,900 beds. Based upon a recent 2021 report produced by BDO on behalf of Nursing Homes Ireland, it is estimated that an overall capacity of around 45,000 bed spaces will be needed by 2031. This represents an average annual growth of 1,310 bed spaces within this period. Public operators and the non-profit sector account for approximately 20 % of the beds and private operators approximately 80 %.
Market Trends
The transactional volume within the Nursing Home sector over 2021 amounted to nearly 600 million EUR. Approximately 45 % of this sum was by Prop Co investment funds with the remainder relating to Op Co activity. There was no sale and leaseback activity of note within the preceding year. Continental rather than domestic entities have dominated both markets.
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MARKET COMMENTARY
The prime fair value yield remained stable at approx. 4.5 %. By contrast, prime Dublin office yields currently range between 3.85 % to 4.25 %, with the prime Dublin PRS (Private Rental Schemes) and the high performing Industrial sectors, currently ranging between 3.65 %-4.25 % and 3.95 % to 4.75 % respectively. Rental efforts within the Nursing Home sector, have ranged at between 50-55 % of EBITDAR.
Comment on COVID-19
As at January 2022, the COVID-19 pandemic has had a notable impact within Ireland, in health, economic and social terms. The impact on the care home market was substantial in operational terms, with homes having been in effective self-isolation between Q1 2020 to early Q2 2021 inclusive. COVID-19 remerged in a very aggressive third wave within Q1 2021, which impacted negatively on the operational side of the nursing home sector, much like in Q2 2020. The vast majority of nursing home staff and residents have since been fully vaccinated. This has led to a welcome stabilisation of the disease within nursing home settings, with family visitations etc. remerging, in a gradual return to more a normalised operational environment; albeit now subject to heightened COVID-19 preventative measures. The government additionally rolled out a supplementary booster programme to nursing home residents, frontline workers and the over 80’s from September onwards. In terms of State support the TAPS or Temporary Assistance Payment Scheme, which commenced within April 2020 to support voluntary and private nursing homes with additional costs due to COVID-19, ended in June of 2021. The State exited its highest emergency setting, aka level 5, within April 2021. As at January 2022 close to 95 % of the States population, above the age of twelve, have been vaccinated, which represents one of the highest proportions per population, within the EU. Notwithstanding the difficulties encountered as a result of COVID-19; and the emergence of the Omnicorn variant towards the latter end or 2021, we consider that the fundamentals of the care home industry within Ireland to remain relatively sound over the longer term for modern/purpose-built homes. There has been a marked increase in investment sale and lease-back activity within the preceding 12 months; coupled with onward expansion on the part of newer continental operators.
THE FINNISH HEALTHCARE MARKET
Demographic evolution in Finland
According to Statistics Finland, the number of persons aged 75 and over is expected to increase by nearly 330,000 people representing a 57 % growth by the year 2040. Rapid ageing of the Finnish population is expected to be among the fastest in European Union over the next 20 years. The population growth will continue to be slow until year 2035, and decreasing moderately thereafter. The number of persons aged 65 and over is expected to be approximately 1,500,000 in 2040 representing proportion of 27 % of the population. Irrespective of the current offer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population. Demographics and population growth are the main drives for increasing need for elderly care and healthcare facilities.
Nursing and care homes
According to the latest statistics available, Finland counts over 2,000 nursing and care homes offering together a total capacity of approximately 65,300 beds. Public operators account for approximately 46 % of the beds and private operators for approximately 54 %.
Market Trends
The recovery of the economy improved the real estate market sentiment and activity in Finland during 2021. As result of the increased activity the transaction volume of the second half of the year 2021 rose to ca. 4.1 billion EUR. The total transaction volume in the year 2021 was ca. 7.1 billion EUR, up 19.6 % from 2020. In 2021, 58 % of the total volume came from cross-border investors and 55 % of the capital was allocated in properties in the Helsinki Metropolitan Area. Residential was the largest sector with 33 % of the total volume (2.4 billion EUR) followed by offices and industrial and logistics with 31 % and 13 %, respectively. The steady long-dated income from care and other community properties has remained in high demand among investors. Investment volume for public properties totalled 843 million EUR in 2021 decreasing by 34 % from 2020. Although investment volume did not reach the previous year’s records, the number of transactions increased.# PROPERTY REPORT
MARKET COMMENTARY
Public property sector was the fourth largest sector with a 12 % share of total volume. The sector has expanded from traditional care into a larger range of sub-sectors, such as fire stations and community service centres. Investment demand for these properties has grown steadily and the main drivers are demographic and structural megatrends. The sector is appealing to investors due to its defensive attribute as a sector offering relatively steady long-term cash flows. The market is dominated by domestic and Nordic investors – however in recent years, there have been market entries beyond Nordics, especially from Belgium. The prime yield for care homes has continued to compress during year 2021, decreasing from 4.75 % to 4.25 % driven by strong investor demand and favourable market fundamentals.
THE ITALIAN HEALTHCARE MARKET
Demographic evolution in Italy
According to Healthcare European Review, published by Colliers International in 2019, the percentage of persons aged 65 and over in Italy is increasing and will peak at 27,1 % of the population by 2030, representing around 16,4 million people. The proportion of persons aged 75 and over was 10,4 % in 2020 and will gradually rise to reach 11,6 % by 2030. The share of people aged 80+ in the Italian population is expected to more than double by 2060, i.e. to grow up to 13.2 % with most of the growth happening after 2030. Irrespective of the current offer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population. Moreover according to Healthcare Report published by Colliers EMEA in 2021, Italy has the highest life expectancy and one of the lower fertility rates.
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Care dependency
According to Colliers EMEA “Senior Living and Healthcare 2021” report; the characteristics of the aging process affecting Italian population translates into a growing “health-care need”. Considering the growing proportion of elderly in the Italian population, the total number of care-dependent persons will increase from 2,9 million in 2021 to 5 million by 2030, i.e. a 72 % increase. Needless to say that the proportion of care-dependent persons increases with age. Year on year, spending on health increased by over 8 % between 2017 and 2019 (including drugs and supplements by 6 %). Although around 3 % of consumer spending goes towards healthcare, this is set to rise to 4 % by 2035. It will need to, in order to counteract the current lack of spending by government.
Nursing and care homes landscape
Before COVID-19, investors primarily targeted health facilities such as private clinics and nursing homes. This focus was largely driven by the aging population. According to the latest statistics available (Annuario Statistico del Servizio Sanitario Nazionale, published by Ministero della Salute on 18.12.2020), In Italy, there are around 7,500 residential care homes, 83 % of which is private and 46 % of which is dedicated to the elderly care assistance. The North of the Country counts the higher number of care homes. The most equipped region is Lombardy with more than 1,400 structures and more than 69,000 beds. The total number of beds increased by 26 % in the last 10 years, but nevertheless, the actual coverage ratio is low, standing at 1.8 %, indeed at European level, Italy presents one of the lowest beds’ supply. It is estimated that by 2035 more than 600.000 beds need to be added to the current offer, which therefore should more than double.
Market Trends
The transaction volume in senior living and care homes over the first half of the year 2021 amounted to nearly 280 million EUR, i.e a total of 700 million invested in elderly care in the last five years. However, the amount of capital invested in 2020 was the lowest in the past six years (approximately 300 million in Senior Housing property type). This figure reflects the main problem facing investors, namely the scarcity of existing product. Therefore, sometimes it is necessary to be able to build operations through a process of sale & leaseback deals. The prime yield in Italy has remained almost stable at 5-5,75 % during the last year and it is still higher than investments returns generated by other asset classes (e.g. prime office, high street retail, logistics); however a slight compression is expected for the future. The COVID-19 vaccine campaign in Italy, as in other European countries, has highlighted the need for greater investment into healthcare infrastructure in Italy. With current healthcare demands rising, and a further (potential) increase in healthcare requirements to come, there does not seem to be enough existing supply, either private or public, to match these needs. The Residential Care Home (RCH) segment is one where the public sector is investing less and less - despite sociodemographic statistics showing that the need will increase more and more - leaving a significant margin of action for private capital to engage in going forwards.
THE BRITISH HEALTHCARE MARKET
Demographic evolution in United Kingdom
According to The Office of National Statistics, the percentage of persons aged 65 and over in United Kingdom is increasing and will peak at 18.9 % of the population by 2022, representing 12.7 million people. The proportion of persons aged 85 and over was circa 1.6 million persons in 2020 and will gradually rise to over 3.7 million by 2050. Irrespective of the current offer, an increase in the number of nursing and care homes is required to meet the growing demand associated with the ageing of the population.
Care dependency
Considering the growing proportion of elderly in the British population. LaingBuisson (Care Home for Older People, 31st Edition) reports an additional demand of 17,000 care-dependant persons in England over the next decade, compared with the pre-COVID-19 level of demand in 2020, all of which will need to be accommodated in independent sector care homes as public sector provision continues to decline. By 2030, 7 % of the UK population will be over 75, and this age group is 6 times more likely to need a care home than someone aged 65-74.
Nursing and care homes landscape
According to the latest statistics available, United-Kingdom counts circa 17,600 nursing and care homes offering together a total capacity of approximately 500,000 beds. It is estimated that an overall capacity of around 80,000 accommodation units will be needed by 2030 and of approximately 280,000 units by 2050. This represents an average annual growth of 10,000 accommodation units between now and 2050. The sector is vastly dominated by private and not-for-profit operators who make up 95 % of all beds, with the remaining 5 % relating to public operators.
Market Trends
As at August 2021, Healthcare investment in the UK across the prior 12 months totalled 4.1 billion EUR. There remains a large pool of European capital targeting while several potential new entrants looking for suitable opportunities. The sector is an ideal vehicle for funds looking to increase their ESG profile, with a heavy emphasis on the social element. Cross-boarder investors made up 40 % of the sale & leaseback market across EMEA during 2021. The prime yield remained stable at 4.25 % and which is stronger than investments returns generated by other asset classes (e.g. 6.50 % on prime retail and 5.50 % on prime industrial warehouses). As with many other sectors, COVID-19 has had a significant impact on the care home occupational market. Between the period of March and June 2020, there were 14,519 COVID-19 related deaths within care home settings – approximately 25 % of all care home deaths within the same period. This resulted in a drop in average occupancy levels from 85 % of registered beds in March 2020 to circa 77 % at September 2020. An average drop of approximately 8 percentage points. Total care home deaths involving COVID-19 in the UK at the end of February 2021 stood at approximately 34,000.
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The high proportion of deaths within the elderly care sector can be attributed to several factors; the age profile of the residents - who fall under the most vulnerable category, the lack of guidance and the conflicting advice in the initial period of uncertainty. Expectation is that average weekly fees in the UK will increase to counteract the impacts of rising inflation, increases to National Living Wage costs and National Insurance increases. Operators may come under pressure where there is greater local competition requiring them to be more competitive in terms of pricing to maintain occupancy and attract new residents. This will also relate to retaining staff through attractive wages and benefits, or risk shouldering more agency costs due to lack of available care/ nursing staff.
THE OFFICE MARKET
As at 31.12.2021, the fair value of Cofinimmo’s portfolio in the office segment accounts for 24 % of the company’s total consolidated portfolio.
THE BRUSSELS OFFICE MARKET
Rental market/Take up
The office market in Belgium ended 2021 with a total take-up of 679,500 m² (including leases, extensions and purchases for own occupancy), which was an increase of approximately 23 % compared to the level of activity observed last year (551,000 m²). The 2021 expectations have outperformed 2020. The office market in Brussels (including the periphery) recorded a take-up of 438,500 m². This represents a rise of nearly 55 % compared with last year. Some 328 deals were carried out, which is more than 10 % more than the previous year. In total, 455,000 m² of office spaces are under construction in 2021, and nearly 215,000 m² entered the market before the end of the year and 49,000 m² were built on a speculative basis. In 2021, 77 % of the projects under construction were pre-let. Thanks to this trend, the impact of the new deliveries on the vacancy rate is lower than expected.# PROPERTY REPORT MARKET COMMENTARY
Brussels, 23 February 2021
To the Board of Cofinimmo SA/NV
Re : Valuation as of 31 December 2021
Meaning that, at the end 2021, the Brussels oce market remains stable with an average rental vacancy of 7.65 %, which represents a slight decrease compared to the last quarter of 2021. Combined with the speculative pipeline currently under construction, the vacancy rate could reach 8.5 % by the end of 2022. Currently, the vacancy rate remains above 4.00 % in the central Brussels districts, and stands at approximately 3.70 % in the Leopold district, 5.00 % in the North district, and 3.90 % in the Pentagon. Whereas the average vacancy rate in the decentralised and periph- eral districts remains high, respectively at 11.05 % and 18.44 %. As at 31.12.2021, the occupancy rate of Cofinimmo’s oce portfolio was 93,7 %, to compare to 7.65 % for the overall Brussels oce market. Prime oce rents in Brussels remain stable at 320 EUR/m²/year throughout 2021. Most districts maintained their prime rents in Q4, to the exception of the North district where the prime rent fell to Nursing and care home – Oleiros (ES) 164 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT 230 EUR/m²/year. By the end of 2022, prime rents could increase to reach 325 EUR/m²/year.
Investment market
The Belgian oce market recorded a total investment volume of 2.396 billion EUR, of which 2.284 billion EUR in the Brussels’ oce market. In total, 19 transactions of more than 30 million EUR were recorded in the oces market in Brussels. The most notable transactions being the acquisition of the REALEX for more than 250 million EUR, the sale of the ASTRO TOWER (over 230 million EUR) and the acquisition of the MOBIUS II for more than 210 million EUR. Premium yields for oces in Brussels have continued their compres- sion to reach 3.60 % in the Central Business District. In 2022, the prime yield is expected to drop to 3.50 % for products with 3/6/9 leases due to an intense competition for core assets. The long prime yield stands at 3.20 % in the last quarter of 2021 and is also expected to drop to 3.15 % as early as next year.
Property of distribution networks
As at 31.12.2021, the fair value of Cofinimmo’s portfolio in the prop- erty of distribution networks accounts for 9 % of the company’s total consolidated portfolio. The risk profile of the subsidiaries (Pubstone for the restaurant/café sector in Belgium and the Netherlands, and Cofinimur I for the local agencies/shops sectors in France) is diversified both geographically and through their particular nature between commercial real estate and investment properties with possible redevelopment potential. The COVID-19 outbreak impacted the retail market and especially the Food & Beverage sector with the successive lockdowns and containment measures. However, retailers and Food & Beverage operators adapted to this situation with the implementation of alternatives such as an important increase of deliveries or take- away activities. Since April 2021, situation is enhancing as the vaccination rate is on the rise and the implementation of the “Covid Safe Ticket” allow Food & Beverage operators to open their doors with some conditions at the time being but which should be only temporary.
165 PROPERTY REPORT MARKET COMMENTARY
Context
We have been engaged by Cofinimmo to value its consolidated real estate portfolio as of 31 December 2021 with a view to finalising its financial statements at that date. Cushman & Wakefield (C&W), Jones Lang Lasalle (JLL), PricewaterhouseCoopers (PwC), CBRE and Colliers have each separately valued a part of Cofinimmo SA consolidated portfolio. C&W, PwC, JLL have each separately valued a part of the oces 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 healthcare portfolio in Ireland has been valued by C&W Ireland. The healthcare portfolio in Italy has been valued by Colliers Italy. The healthcare portfolio in the United Kingdom has been valued by JLL United Kingdom. The portfolios of Pubstone in Belgium and the Netherlands have been valued by C&W. The portfolio of other distribution networks in Belgium have been valued by JLL and PwC. The portfolio of distribution networks in France has been valued by C&W. C&W, PwC, JLL, CBRE and Colliers 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 aect property values. We assume that the information provided is complete and accurate. Our valu- ation 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 eciency 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 follow- ing 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 deter- mine 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 capital- isation 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 repre- sent 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 prop - erty’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 February 8 th 2006 and reviewed on June 30 th 2016, the “average” transaction cost for properties over EUR 2,500,000 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 February 8 th 2006 and reviewed on June 30 th 2016) for properties over EUR 2,500,000 can therefore be obtained by deducting 2.5 % of “aver - age” 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 eectively “average” transaction cost is observed.
INDEPENDENT REAL ESTATE VALUER’S REPORT 166 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENTFor properties with an investment value under € 2,500,000 transfer taxes of 12% or 12.5% have been subtracted, depending on the region of Belgium where they are situated. The transfer taxes on properties in the other countries have been deducted in full from their investment values to obtain their fair values. 1. As from 1.1.2022 transfer tax in Flanders (excluding single and own homes) has been increased to 12%. This change has been already taken into account in the values at 31.12.2021.
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 11th 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 is possible. The COVID-19 pandemic and measures to tackle it continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date property markets are mostly functioning, with transaction volumes and other relevant evidence at levels where enough 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. For the avoidance of doubt 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.
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INDEPENDENT REAL ESTATE VALUER’S REPORT
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 2021 is estimated at EUR 5,965,998,000. 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 2021, corresponding to the fair value under IAS/IFRS, is estimated at EUR 5,709,836,000.
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 5.5% of the investment value. If the properties were to be let in full, the yield would increase to 5.6%. Investment properties have an occupancy rate of 98.1%. 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 2.5% 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:
| Segment | Investment Value | Fair Value | % Fair Value |
|---|---|---|---|
| Healthcare real estate | 3,968,137,000 | 3,798,728,800 | 67% |
| Offices | 1,415,618,000 | 1,381,090,600 | 24% |
| Property of distribution networks | 582,243,000 | 530,017,000 | 9% |
| TOTAL | 5,965,998,000* | 5,709,836,000* | 100% |
The consolidated real estate portfolio is broken down by expert as follows:
| Expert | Investment Value | Fair Value |
|---|---|---|
| C&W Belgium | 2,093,003,200 | 2,014,362,000 |
| C&W France | 482,948,400 | 452,575,000 |
| C&W The Netherlands | 149,531,000 | 138,455,000 |
| C&W Germany | 64,253,500 | 60,300,000 |
| C&W Spain | 247,070,000 | 239,645,000 |
| C&W Ireland | 98,124,500 | 89,280,000 |
| Total C&W | 3,134,930,600 | 2,994,617,000 |
| CBRE Finland | 69,400,000 | 66,800,000 |
| Total CBRE | 69,400,000 | 66,800,000 |
| Colliers Italy | 193,361,000 | 189,570,000 |
| Total Colliers | 193,361,000 | 189,570,000 |
| JLL Belgium | 389,369,000 | 379,872,000 |
| JLL France | 79,080,000 | 73,890,000 |
| JLL United Kingdom | 73,542,000 | 68,667,600 |
| Total JLL | 541,991,000 | 522,429,600 |
| PwC Belgium | 932,319,000 | 909,579,800 |
| PwC The Netherlands | 467,176,000 | 433,590,000 |
| PwC Germany | 626,820,000 | 593,250,000 |
| Total PwC | 2,026,315,000 | 1,936,419,800 |
| Grand Total | 5,965,998,000* | 5,709,836,000* |
- Rounded to the thousand.
168 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
C&W Opinion
With respect to the Belgian part of the portfolio valued by C&W, C&W Belgium confirmed an investment value of EUR 2,093,003,200 and a fair value of EUR 2,014,362,000.
-
Gregory Lamarche, MRICS
C&W Partner, Head of Valuation -
SRL / BV.
With respect to the French part of the portfolio valued by C&W, C&W France confirmed an investment value of EUR 482,948,400 and a fair value of EUR 452,575,000.
- Jean-Philippe Carmarans, MRICS
C&W International Partner, Head of Valuation France
With respect to the Dutch part of the portfolio valued by C&W, C&W The Netherlands confirmed an investment value of EUR 149,531,000 and a fair value of EUR 138,455,000.
- Frank Adema LLM MSRE MRICS RT – CIS HypZert (MLV)
C&W International Partner, Head of Valuation Netherlands
With respect to the German part of the portfolio valued by C&W, C&W Germany confirmed an investment value of EUR 64,253,500 and a fair value of EUR 60,300,000.
- Martin Belik, MRICS
C&W International Partner, Head of Valuation & Advisory Germany
With respect to the Spain part of the portfolio valued by C&W, C&W Spain confirmed an investment value of EUR 247,070,000 and a fair value of EUR 239,645,000.
- Tony Loughran, MRICS
C&W Partner, Head of Valuation & Advisory Spain
With respect to the Ireland part of the portfolio valued by C&W, C&W Ireland confirmed an investment value of EUR 98,124,500 and a fair value of EUR 89,280,000.
- Patricia Staunton, MRICS
Regional Director, Cushman & Wakefield Ireland
CBRE opinion
CBRE Finland confirmed an investment value of EUR 69,400,000 and a fair value of EUR 66,800,000.
- Olli Kantanen
Head of Valuation & Research, CBRE Finland OY
Colliers opinion
Colliers Italy confirmed an investment value of EUR 193,361,000 and a fair value of EUR 189,570,000.
- Giulia Longo, MRICS
CEO, Colliers Real Estate Services Italia
JLL opinion
With respect to the Belgian part of the portfolio valued by JLL, JLL Belgium confirmed an investment value of EUR 389,369,000 and a fair value of EUR 379,872,000.
- Greet Hex, MRICS
JLL Director Valuation & Consulting, Belgium
With respect to the French part of the portfolio valued by JLL, JLL France confirmed an investment value of EUR 79,080,000 and a fair value of EUR 73,890,000.
- Pierre-Jean Poli
Director expertises Grand Lyon, for and on behalf of Jones Lang LaSalle Expertises
With respect to the British part of the portfolio valued by JLL, JLL United Kingdom confirmed an investment value of EUR 73,542,000 and a fair value of EUR 68,667,600.
- Alan Bennett, MRICS
Director, for and on behalf of Jones Lang LaSalle Limited
PwC opinion
With respect to the Belgian part of the portfolio valued by PwC, PwC Enterprise Advisory bv confirmed an investment value of EUR 932,319,000 and a fair value of EUR 909,579,800.
- PwC Enterprise Advisory SRL / BV
Représenté par Geoffrey Jonckheere, MRICS
Partner
() Geoffrey Jonckheere SRL, Partner, represented by its permanent representative, Geoffrey Jonckheere
With respect to the Dutch part of the portfolio valued by PwC, PwC Netherlands confirmed an investment value of EUR 467,176,000 and a fair value of EUR 433,590,000.
- Koniwin Domen, MRICS
Director, PwC Netherland
With respect to the German part of the portfolio valued by PwC, PwC Germany confirmed an investment value of EUR 626,820,000 and a fair value of EUR 593,250,000.
- Dirk Hennig, Partner, PwC Germany
169 PROPERTY REPORT
Cofinimmo offers two types of instruments listed on the stock market, each of which provides different risk, liquidity and yield profiles.
36.6 % AVERAGE PREMIUM OF THE SHARE ON THE NET ASSET VALUE
MARKET PERFORMANCE (basis 100 as at 31.12.2020)
Cofinimmo’s share
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 31.12.2021, Cofinimmo’s market capitalisation was 4.5 billion EUR.
STOCK MARKET CONTEXT
In contrast to 2020, 2021 was marked by a strong growth in the equity and bond markets. Several events had a positive effect on the markets. Despite the health crisis, vaccination in developed countries and research related to the virus led to a GDP growth in the United States of +5.6% and Europe shows a historical growth of +5.2%. Concerning bond yields, the main long rates were rising in 2021 such as the 10-year Bund, which reached a high of -0.10% or the 10-year Treasuries rate which exceeded +1.7%.# COFINIMMO ON THE STOCK MARKET
The equity market has remained highly volatile while also reaching record highs. To support the economy in the face of the pandemic, support and economic recovery plans were put in place in the US and Europe. This growth has led to several consequences such as an over-supply of production potential resulting in an imbalance between supply and demand, a significant increase in the price of raw materials and energy, an acceleration of inflation and a drop in the unemployment rate. Late 2021, after supporting the economy through the health crisis, central banks took some decisions on monetary policy as part of the fight against inflation.
xychart-beta
title "COFB share BEL20 index EPRA Europe index"
x-axis "Date" [
"31/12/2020",
"31/03/2021",
"30/06/2021",
"30/09/2021",
"31/12/2021"
]
y-axis "Value" [60, 65, 70, 75, 80, 85, 90, 95, 100, 105, 110, 115, 120, 125]
line "COFB share" [100, 102, 105, 110, 115]
line "BEL20 index" [110, 112, 118, 122, 125]
line "EPRA Europe index" [105, 108, 110, 115, 119]
COMPARISON OF THE SHARE MARKET PRICE AND THE REVALUED NET ASSET PER SHARE (in EUR)
xychart-beta
title "COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT"
x-axis "Date" [
"31/12/2016",
"31/12/2017",
"31/12/2018",
"31/12/2019",
"31/12/2020",
"31/12/2021"
]
y-axis "Value" [80, 90, 100, 110, 120, 130, 140, 150, 160, 170]
line "Stock price" [100, 110, 120, 130, 125, 140]
line "Revalued net asset per share (at fair value)" [110, 120, 130, 140, 145, 150]
The US Federal Reserve has accelerated the end of its asset purchase programme and plans three Fed Funds rate hikes in 2022. The European Central Bank has not touched its key rates, but it is also starting to reduce its asset purchases to implement the end of tapering. As a result, 2021 was marked by a significant rise in the majority of the world’s financial markets, with global growth of +5.6 %. As an indication, the BEL20 index achieved a positive performance of +19 % over the year and the EPRA Europe index +15 %.
SHARE TREND
The first graph on the previous page shows Cofinimmo’s share performance in 2021 compared to the BEL20 and EPRA Europe indexes. The Cofinimmo share price fluctuated between 121.00 EUR and 144.20 EUR, with an annual average of 132.33 EUR. The closing price as at 31.12.2021 was 140.50 EUR, which corresponds to a decrease of 15.35 % 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 28.2 % over five years and at an average premium of 36.6 % in 2021. If we compare the share price to the EPRA NAV (until end of 2019) or the EPRA NTA (since 2020), the average premium is 21.7 % over five years or 29.6 % in 2021.
COFINIMMO SHARE LIQUIDITY
In 2021, 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 4.5 billion EUR as at 31.12.2021 and an average daily volume of 6.2 million EUR, or approximately 47,100 shares, Cofinimmo’s liquidity level is sufficient to stay on the radar of major institutional investors.
TOTAL RETURN (base 100 as at 31.12.2016)
4.5 billion EUR MARKET CAPITALISATION AS AT 31/12/2021
xychart-beta
title "COFB share BEL20 index EPRA Europe index"
x-axis "Date" [
"31/12/2016",
"31/12/2017",
"31/12/2018",
"31/12/2019",
"31/12/2020",
"31/12/2021"
]
y-axis "Value" [70, 90, 110, 130, 150, 170, 190, 210]
line "COFB share" [100, 120, 140, 160, 180, 200]
line "BEL20 index" [100, 115, 130, 145, 160, 175]
line "EPRA Europe index" [100, 110, 125, 135, 150, 165]
COMPARISON BETWEEN COFINIMMO’S DIVIDEND YIELD AND THE 10-YEAR OLO RATE
xychart-beta
title "Dividend yield of COFB share vs 10-year OLO rate"
x-axis "Year" [
"2016",
"2017",
"2018",
"2019",
"2020",
"2021"
]
y-axis "Rate (%)" [-1, 0, 1, 2, 3, 4, 5, 6]
line "Dividend yield of COFB share" [5.0, 4.8, 4.5, 4.2, 4.6, 4.5]
line "10-year OLO rate" [1.0, 0.8, 0.5, 0.2, 0.1, 0.3]
TOTAL RETURN (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 2020 dividend made available for payment in May 2021, the Cofinimmo share achieved a total return of +20.7 % over 2021. 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 +65.2 %, corresponding to an average annual return of +13.0 %. The BEL20 and EPRA indexes recorded total variations of +39.5 % and +44.6 %, respectively, which corresponds to average annual yields of +7.9 % and +8.9 %.
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 31.12.2021, two shareholders exceeded the 5 % holding threshold resulting in an obligation to notify that the threshold has been exceeded. This was the US investment fund BlackRock, which held 5.20 % of Cofinimmo’s capital, and the Belgian corporation Forever Care-Ion, which held 6.69 %.
DIVIDEND
At the ordinary general meeting of 11.05.2022, the board of directors will propose a dividend in line with the forecast published in the 2020 annual financial report, being 6.00 EUR gross per share. This dividend corresponds to a gross yield of 4.5 % compared to the average price of the share during the 2021 financial year (compared to a gross yield of 4.5 % in 2020). 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 +4.8 %, 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. In addition, the agreements in place to prevent double taxation provide for reductions in the withholding tax on dividends. Reference should also be made to the section ‘Portfolio mix and outlook regarding the withholding tax’ in chapter ‘2022 Outlook’ of this document, for current considerations regarding the prospects for reduced withholding tax.
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| Highest | 144.20 | 159.00 | 135.40 |
| Lowest | 121.00 | 108.00 | 108.50 |
| At close | 140.50 | 121.80 | 131.00 |
| Average | 132.33 | 127.04 | 120.81 |
| Dividend yield 1 | 4.5 % | 4.6 % | 4.6 % |
| Gross yield 2 (over 12 months) | 20.7 % | -2.8 % | 7.9 % |
| Dividend 3 | |||
| Gross | 6.00 | 5.80 | 5.60 |
| Net | 4.20 | 4.06 | 3.92 |
| Volume | |||
| Average daily volume | 47,123 | 52,687 | 40,860 |
| Annual volume | 12,157,686 | 13,540,479 | 10,419,399 |
| Number of shares | 31,695,481 | 27,061,917 | 25,849,283 |
| Market capitalisation at close (x 1,000 EUR) | 4,453,215 | 3,296,141 | 3,386,256 |
| Free Float 5 | 95 % | 100 % | 95 % |
| Velocity 5 | 40.4 % | 50.0 % | 42.4 % |
| Payout ratio | 83.9 % | 84.7 % | 82.2 % |
1. Gross dividend on the average annual share price.
2. Dividends are subject to a 30 % withholding tax.
3. Increase in the share price + dividend yield.
4. Subject to approval by the ordinary general meeting of 11.05.2022.
5. According to the Euronext definition.
Convertible bonds
Cofinimmo has issued only one convertible bond, which matured on 15.09.2021 (see chapter ‘Management of financial resources’ in this document).
ISIN BE0002259282 (Cofinimmo SA/NV 2016-2021)
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| At close | - | 147.21 | 151.69 |
| Average | - | 150.75 | 148.24 |
| Average yield through maturity (annual average) | - | -1.0 % | -2.0 % |
| Effective yield at issue | - | 0.2 % | 0.2 % |
| Interest coupon (in %) | |||
| Gross (per tranche of 146.00 EUR) | - | 0.1875 | 0.1875 |
| Net (per tranche of 146.00 EUR) | - | 0.1313 | 0.1313 |
| Number of securities | - | 1,502,196 | 1,502,196 |
| Conversion price (in EUR) | - | 133.4121 | 135.8237 |
Nursing and care home Ciudad Mostoles – Madrid (ES)
+ 20.7 % TOTAL RETURN FOR SHAREHOLDERS IN 2021
Straight bonds
Cofinimmo issued four straight bonds, including one green & social bond in 2016 and a benchmark-sized sustainable bond issued in 2020 (see chapter ‘Management of financial resources’ in this document).
ISIN BE0002224906 (Cofinimmo SA/NV 2015-2022)
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| At close | 100.37 | 101.64 | 101.91 |
| Average | 101.58 | 100.52 | 101.71 |
| Average yield to maturity (annual average) | 0.3 % | 0.6 % | 1.0 % |
| 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 securities | 1,900 | 1,900 | 1,900 |
ISIN BE0002267368 (Cofinimmo SA/NV 2016-2026)
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| At close | 103.49 | 100.05 | 99.63 |
| Average | 104.12 | 99.76 | 100.13 |
| Average yield to maturity (annual average) | 1.0 % | 1.7 % | 1.8 % |
| 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 securities | 700 | 700 | 700 |
ISIN BE0002269380 (Cofinimmo SA/NV 2016-2024)
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| At close | 104.96 | 102.16 | 99.80 |
| Average | 105.05 | 97.85 | 100.33 |
| Average yield to maturity (annual average) | 0.3 % | 1.5 % | 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 securities | 550 | 550 | 550 |
ISIN BE6325493268 (Cofinimmo SA/NV 2020-2030)
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Share price (in EUR) | |||
| At close | 96.84 | 101.73 | - |
| Average | 100.39 | 101.75 | - |
| Average yield to maturity (annual average) | 1.252 % | 0.694 % | - |
| Effective yield at issue | 0.957 % | 0.957 % | - |
| Interest coupon (in %) | |||
| Gross (per tranche of 100,000 EUR) | 0.875 | 0.875 | - |
| Net (per tranche of 100,000 EUR) | 0.613 | 0.613 | - |
| Number of securities | 5,000 | 5,000 | - |
Shareholding structure as at 31.12.2021
The graph below shows the Cofinimmo shareholders holding more than 5 % of the capital. The transparency notifications and the control chains are available on the website.# COFINIMMO ON THE STOCK MARKET
EPRA - Performance indicators
| | Definition | 31.12.2021 | EUR/share | 31.12.2020 | EUR/share |
| :--- ## EPRA - Net Asset Value
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| EPRA NRV | EPRA NTA | |
| IFRS equity attributable to the parent company shareholders | 3,233,274 | 3,233,274 |
| Includes/Excludes : i) Hybrid instruments | 0 | 0 |
| Diluted net asset value (NAV) | 3,233,274 | 3,233,274 |
| Includes : ii.a) Revaluation of investment properties available for rent (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.b) Revaluation of investment properties (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.c) Revaluation of other non-current investments | 0 | 0 |
| iii) Revaluation of finance lease receivables | 80,887 | 80,887 |
| iv) Revaluation of assets held for sale | 0 | 0 |
| Diluted NAV at fair value | 3,314,160 | 3,314,160 |
| Excludes : v) Deferred taxes relating to revaluations of investment properties at fair value | 51,104 | 51,104 |
| vi) Fair value of financial instruments | 47,397 | 47,397 |
| vii) Goodwill resulting from deferred taxes | -31,808 | -31,808 |
| viii.a) Goodwill according to IFRS balance sheet | 0 | -9,818 |
| viii.b) Intangible assets according to IFRS balance sheet | 0 | -2,487 |
| Includes : ix) Fair value of fixed interest rate debt | 0 | 0 |
| x) Revaluation of intangible assets at fair value | 0 | 0 |
| xi) Real estate transfer taxes | 256,161 | 0 |
| NAV | 3,637,015 | 3,368,548 |
| Diluted number of shares | 31,675,033 | 31,675,033 |
| NAV per share (in EUR/share) | 114.82 | 106.35 |
EPRA - Net Initial Yield (NIY) and EPRA ‘Topped-Up’ NIY
(x 1,000,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Healthcare real estate | O ffices | |
| BE | FR | |
| Investment properties at fair value | 1,601.1 | 456.5 |
| Assets held for sale | - | -13.2 |
| Development projects | -25.1 | -25.5 |
| Assets available for lease | 1,576.1 | 417.8 |
| Estimated transfer fees and taxes at the hypothetical disposal of investment properties | 39.4 | 29.3 |
| Investment value (including notarial and registration charges) of assets available for lease | 1,615.5 | 447.1 |
| Annualised gross rental income | 82.9 | 27.6 |
| Property charges | -1.4 | -0.2 |
| Annualised net rental income | 81.5 | 27.4 |
| Rent-free periods expiring within 12 months and other lease incentives | - | - |
| Topped-up annualised net rental incomes | 81.5 | 27.4 |
| EPRA NIY | 5.0% | 6.1% |
| EPRA ‘topped-up’ NIY | 5.0% | 6.1% |
DATA ACCORDING TO THE EPRA PRINCIPLE
- The MCBs issued in 2011 have not been taken into account as at 31.12.2021 in the calculation of the EPRA NVR, the EPRA NTA and the EPRA NDV, concepts defined by the EPRA Best Practice Recommendations. The MCBs issued in 2011 and the convertible bonds issued in 2016 (matured on 15.09.2021) were not taken into account in the calculation of the EPRA NVR, the EPRA NTA and the EPRA NDV as at 31.12.2020.
- For more segment information (see Note 5).
- For more details on the rental vacancy rate, see page 74 of this document.
- ERV = estimated rental value.
- 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.
- Including writeback of lease payments sold and discounted.
EPRA - Vacancy rate
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Healthcare real estate | O ffices | |
| BE | FR | |
| Rental space (in m²) | 591,973 | 213,367 |
| ERV² of the vacant space | - | 150 |
| ERV² of the total portfolio | 79,475 | 30,955 |
| EPRA vacancy rate | 0.0% | 0.5% |
EPRA - Evolution of gross rental income
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Gross rental income – at comparable scope vs. 2020 | Acquisitions | |
| Healthcare real estate | 149,348 | 35,840 |
| Healthcare real estate Belgium | 70,762 | 10,143 |
| Healthcare real estate France | 26,799 | 1,934 |
| Healthcare real estate Netherlands | 19,438 | 2,266 |
| Healthcare real estate Germany | 31,928 | 4,011 |
| Healthcare real estate Others | 422 | 17,487 |
| O ffices | 80,265 | 6,638 |
| Property of distribution networks | 37,739 | - |
| Pubstone Belgium | 19,794 | - |
| Other Belgium | 2 | - |
| Pubstone Netherlands | 10,196 | - |
| Cofinimur I France | 7,747 | - |
| GRAND TOTAL PORTFOLIO | 267,352 | 42,478 |
DATA ACCORDING TO THE EPRA PRINCIPLE
- For more details on the rental data, refer to the property report (pages 146 to 169).
- Including writeback of lease payments sold and discounted.
- ERV = Estimated Rental Value.
- For more details on the valuation data, see the property report at sections ‘Healthcare real estate’ (page 32 to 55), ‘O ffices’ (pages 62 to 69) and ‘Property of distribution networks’ (page 56 to 59).
Medical centre Mehiläinen – Vaasa (FI)# Investment properties - Rental data
(x 1,000 EUR)
| Segment | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV ³ at the end of the period | Vacancy rate at the end of the period | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV ³ at the end of the period | Vacancy rate at the end of the period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||
| Healthcare real estate | 185,068 | 184,045 | 1,510,234 | 198,681 | 199,718 | 0.1 % | 148,276 | 145,809 | 1,238,519 | 162,166 | 161,781 | 0.1 % |
| Healthcare real estate Belgium | 80,784 | 80,046 | 591,973 | 82,883 | 79,475 | 0.0 % | 69,943 | 68,855 | 564,439 | 77,080 | 74,139 | 0.0 % |
| Healthcare real estate France | 28,733 | 28,733 | 213,367 | 27,599 | 30,955 | 0.5 % | 26,982 | 26,982 | 214,035 | 27,724 | 30,858 | 0.5 % |
| Healthcare real estate The Netherlands | 21,704 | 21,597 | 187,013 | 24,337 | 24,317 | 0.3 % | 19,246 | 19,169 | 157,325 | 20,633 | 19,995 | 0.4 % |
| Healthcare real estate Germany | 35,939 | 35,774 | 293,629 | 36,466 | 36,466 | 0.0 % | 31,684 | 30,382 | 281,655 | 35,296 | 35,296 | 0.0 % |
| Healthcare real estate Others | 17,909 | 17,896 | 224,252 | 27,396 | 28,505 | 0.0 % | 420 | 420 | 21,065 | 1,434 | 1,492 | 0.0 % |
| Offices | 84,579 | 78,904 | 453,099 | 77,572 | 77,469 | 6.8 % | 81,223 | 75,863 | 530,909 | 85,988 | 87,640 | 7.6 % |
| Property of distribution networks | 37,100 | 36,658 | 359,617 | 36,330 | 33,903 | 1.6 % | 37,658 | 37,263 | 375,325 | 37,475 | 35,875 | 1.6 % |
| Pubstone Belgium | 19,502 | 19,119 | 270,060 | 19,710 | 19,406 | 0.6 % | 19,556 | 19,266 | 275,870 | 19,567 | 19,576 | 0.3 % |
| Other Belgium | 370 | 305 | 9,043 | 1,390 | 1,190 | 0.0 % | - | - | - | - | - | 0.0 % |
| Pubstone Netherlands | 10,159 | 9,993 | 41,319 | 10,281 | 8,297 | 0.0 % | 10,033 | 9,897 | 42,133 | 10,139 | 8,340 | 0.4 % |
| Cofinimur I France | 7,070 | 7,241 | 39,196 | 4,949 | 5,009 | 8.6 % | 8,069 | 8,100 | 57,322 | 7,769 | 7,959 | 5.8 % |
| GRAND TOTAL PORTFOLIO | 306,748 | 299,607 | 2,322,950 | 312,584 | 311,089 | 1.9 % | 267,157 | 258,935 | 2,144,753 | 285,629 | 285,296 | 2.6 % |
Investment properties - Valuation data
(x 1,000 EUR)
| Segment | Fair value of the portfolio | Changes in fair value over the period | EPRA Net Initial Yield | Changes in fair value over the period | Fair value of the portfolio | Changes in fair value over the period | EPRA Net Initial Yield | Changes in fair value over the period |
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Healthcare real estate | 3,606,330 | 32,486 | 5.0 % | 0.9 % | 2,806,419 | -14,991 | 5.4 % | -0.5 % |
| Healthcare real estate Belgium | 1,576,063 | 1,549 | 5.0 % | 0.1 % | 1,454,699 | 7,295 | 5.1 % | 0.5 % |
| Healthcare real estate France | 417,790 | -8,432 | 6.1 % | -2.0 % | 392,690 | -12,041 | 6.5 % | -3.0 % |
| Healthcare real estate The Netherlands | 418,990 | 9,695 | 4.9 % | 2.4 % | 339,030 | -8,397 | 5.2 % | -2.4 % |
| Healthcare real estate Germany | 652,850 | 32,826 | 4.9 % | 5.3 % | 597,150 | -1,075 | 5.4 % | -0.2 % |
| Healthcare real estate Others | 540,638 | -3,152 | 4.7 % | -0.6 % | 22,850 | -773 | 6.0 % | -3.3 % |
| Offices | 1,290,289 | 7,903 | 5.2 % | 0.6 % | 1,378,394 | 15,139 | 5.5 % | 1.1 % |
| Property of distribution networks | 520,445 | -6,689 | 6.0 % | -1.3 % | 547,947 | -11,690 | 6.0 % | -2.1 % |
| Pubstone Belgium | 291,714 | -3,288 | 5.8 % | -1.1 % | 295,424 | 2,103 | 5.7 % | 0.7 % |
| Other Belgium | 23,391 | - | 2.7 % | 0.0 % | - | - | 0.0 % | 0.0 % |
| Pubstone Netherlands | 138,455 | -1,020 | 6.6 % | -0.7 % | 138,974 | -1,948 | 6.5 % | -1.4 % |
| Cofinimur I France | 66,885 | -2,380 | 6.5 % | -3.4 % | 113,550 | -11,845 | 6.0 % | -9.4 % |
| GRAND TOTAL PORTFOLIO | 5,417,064 | 33,701 | 5.2 % | 0.6 % | 4,732,761 | -11,542 | 5.5 % | -0.2 % |
| Reconciliation with IFRS consolidated income statement | ||||||||
| Investment properties under development | 252,926 | 841 | 132,820 | -2,120 | ||||
| Assets held for sale | 39,846 | -35 | 3,320 | -34 | ||||
| TOTAL | 5,709,836 | 34,506 | 4,868,901 | -13,696 |
DATA ACCORDING TO THE EPRA PRINCIPLE
Investment properties - Rental data
Lease figures according to their end date
| Segment | Average lease length (in years) | Passing rents of the leases maturing in | ERV ¹ of the leases maturing in |
|---|---|---|---|
| Until the break ² | Until the end of the lease | ||
| Year 1 | Year 2 | Years 3- 5 | |
| Healthcare real estate | 15.6 | 15.7 | 15,891 |
| Healthcare real estate Belgium | 18.4 | 18.4 | 15 |
| Healthcare real estate France | 2.9 | 3.1 | 14,705 |
| Healthcare real estate The Netherlands | 9.9 | 10.4 | 1,171 |
| Healthcare real estate Germany | 21.4 | 21.4 | - |
| Healthcare real estate Others | 17.0 | 17.0 | - |
| Offices | 4.6 | 5.6 | 12,993 |
| Property of distribution networks | 12.1 | 12.3 | 97 |
| Pubstone Belgium | 13.8 | 13.8 | - |
| Other Belgium | 8.2 | 8.2 | - |
| Pubstone Netherlands | 13.8 | 13.8 | - |
| Cofinimur I France | 2.7 | 4.5 | 97 |
| GRAND TOTAL PORTFOLIO | 12.4 | 12.8 | 28,981 |
(x 1,000 EUR)
Lease figures according to their revision date (break)
| Segment | Passing rents of the leases subject to revision in | ERV ¹ of the leases subject to revision in |
|---|---|---|
| Year 1 | Year 2 | |
| Healthcare real estate | 16,082 | 3,950 |
| Healthcare real estate Belgium | 15 | 14 |
| Healthcare real estate France | 14,838 | 3,530 |
| Healthcare real estate The Netherlands | 1,228 | 406 |
| Healthcare real estate Germany | - | - |
| Healthcare real estate Others | - | - |
| Offices | 16,841 | 14,030 |
| Property of distribution networks | 97 | 3,535 |
| Pubstone Belgium | - | - |
| Other Belgium | - | - |
| Pubstone Netherlands | - | - |
| Cofinimur I France | 97 | 3,535 |
| GRAND TOTAL PORTFOLIO | 33,019 | 21,515 |
- ERV = Estimated Rental Value.
- First break option for the tenant.
EPRA - Cost ratios
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| (i) Administrative/operational expenses per income statement | -64,941 | -53,283 |
| Cost of rent-free periods | -6,652 | -5,460 |
| Charges and taxes not recovered from the tenant on let properties | -4,146 | -3,221 |
| Net redecoration expenses | -1,575 | 243 |
| Technical costs | -6,628 | -6,051 |
| Commercial costs | -2,967 | -2,344 |
| Taxes and charges on unlet properties | -3,188 | -2,765 |
| Corporate management costs | -39,784 | -33,684 |
| (v) Share of joint venture expenses | 0 | -17 |
| EPRA COST RATIO (DIRECT VACANCY COSTS INCLUDED) (A) | -64,941 | -53,300 |
| (ix) Direct vacancy costs | 7,335 | 5,987 |
| EPRA COSTS (DIRECT VACANCY COSTS EXCLUDED) (B) | -57,606 | -47,313 |
| (x) Gross rental income less ground rent costs | 299,001 | 256,981 |
| (xii) Share of joint venture gross rental income | 0 | 295 |
| Gross rental income (C) | 299,001 | 257,276 |
| EPRA cost ratio (direct vacancy costs included) (A/C) | 21.7 % | 20,7 % |
| EPRA cost ratio (direct vacancy costs excluded) (B/C) | 19.3 % | 18,4 % |
| Overhead and operational expenses capitalised (including share of joint ventures) | 2,629 | 1,190 |
Development projects
In the course of 2021, Cofinimmo carried out multiple redevelopment projects. For details of these ongoing and future projects, see page 38 of chapter ‘Healthcare real estate’.
Nursing and care home – Jaén (ES)
EPRA CAPEX (x 1,000 EUR) 31.12.2021
| Group (excl. Joint Ventures) | Group (excl. Joint Ventures) | Joint Ventures (propor- tionate share) | Total group | BE | FR | NL | DE | Others | Pubstone BE | Other BE | Pubstone NL | Cofinimur I FR | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 1 | 802,086 | 144,854 | 65,178 | 55,776 | 22,486 | 513,714 | 79 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Development | 2 | 87,282 | 4,124 | 8,150 | 14,678 | 0 | 52,330 | 7,941 | 0 | 58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| External costs capitalised | 85,708 | 3,952 | 8,029 | 14,490 | 0 | 51,796 | 7,383 | 0 | 58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Overhead and other expenses capitalised | 1,574 | 171 | 122 | 188 | 0 | 534 | 558 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Investment properties | 6 | 22,077 | 5,093 | 304 | 9,370 | 388 | 686 | 1,740 | 3,544 | 0 | 952 | 0 | 0 | 0 | 0 | 0 | 0 |
| Major projects already (partially) income-generating | 17,674 | 4,865 | 227 | 8,781 | 374 | 0 | 1,216 | 1,533 | 0 | 679 | 0 | 0 | 0 | 0 | 0 | 0 | |
| No incremental lettable space | 3,347 | 203 | 77 | 413 | 14 | 686 | 132 | 1,549 | 0 | 273 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Overhead and other expenses capitalised | 1,056 | 25 | 0 | 176 | 0 | 0 | 392 | 462 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total CapEx | 3 | 911,444 | 154,070 | 73,632 | 79,824 | 22,874 | 566,730 | 9,761 | 3,544 | 58 | 952 | 0 | 0 | 0 | 0 | 0 | 0 |
| Conversion from accual to cash basis | -8,948 | -6,253 | -1,792 | -2,417 | 1,470 | 1,664 | -566 | -533 | -53 | -468 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total CapEx on cash basis | 902,496 | 147,818 | 71,840 | 77,407 | 24,343 | 568,394 | 9,195 | 3,010 | 5 | 484 | 0 | 0 | 0 | 0 | 0 | 0 |
EPRA CAPEX (x 1,000 EUR) 31.12.2020
| Group (excl. Joint Ventures) | Group (excl. Joint Ventures) | Joint Ventures (propor- tionate share) | Total group | BE | FR | NL | DE | Others | Pubstone BE | Other BE | Pubstone NL | Cofinimur I FR | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 607,723 | 233,280 | 26,130 | 49,428 | 99,351 | 58,402 | 141,132 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Development | 31,458 | 19 | 0 | 5,872 | 0 | 20,978 | 4,590 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| External costs capitalised | 31,095 | 0 | 0 | 5,850 | 0 | 20,978 | 4,267 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 364 | 19 | 0 | 22 | 0 | 0 | 323 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Investment properties | 6 | 27,132 | 1,581 | 11 | 10,401 | 6,974 | 9 | 4,240 | 3,071 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Major projects already (partially) income-generating | 22,547 | 1,417 | 0 | 10,145 | 6,713 | 0 | 3,778 | 494 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| No incremental lettable space | 3,758 | 132 | 11 | 257 | 260 | 9 | 121 | 2,124 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 827 | 32 | 0 | 0 | 0 | 0 | 341 | 454 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx | 3 | 666,313 | 234,880 | 26,141 | 65,701 | 106,325 | 79,389 | 149,962 | 3,071 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Conversion from accrual to cash basis | 8,820 | 83 | -10 | 4,125 | 228 | -5,016 | 8,277 | 1,061 | 0 | 72 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx on cash basis | 675,133 | 234,963 | 26,131 | 69,825 | 106,553 | 74,373 | 158,240 | 4,132 | 0 | 917 | 0 | 0 | 0 | 0 | 0 | 0 |
186 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
EPRA CAPEX (x 1,000 EUR) 31.12.2021
| Group (excl. Joint Ventures) | Group (excl. Joint Ventures) | Joint Ventures (propor- tionate share) | Total group | BE | FR | NL | DE | Others | Pubstone BE | Other BE | Pubstone NL | Cofinimur I FR | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 1 | 802,086 | 144,854 | 65,178 | 55,776 | 22,486 | 513,714 | 79 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Development | 2 | 87,282 | 4,124 | 8,150 | 14,678 | 0 | 52,330 | 7,941 | 0 | 58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| External costs capitalised | 85,708 | 3,952 | 8,029 | 14,490 | 0 | 51,796 | 7,383 | 0 | 58 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 1,574 | 171 | 122 | 188 | 0 | 534 | 558 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Investment properties | 6 | 22,077 | 5,093 | 304 | 9,370 | 388 | 686 | 1,740 | 3,544 | 0 | 952 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Major projects already (partially) income-generating | 17,674 | 4,865 | 227 | 8,781 | 374 | 0 | 1,216 | 1,533 | 0 | 679 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| No incremental lettable space | 3,347 | 203 | 77 | 413 | 14 | 686 | 132 | 1,549 | 0 | 273 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 1,056 | 25 | 0 | 176 | 0 | 0 | 392 | 462 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx | 3 | 911,444 | 154,070 | 73,632 | 79,824 | 22,874 | 566,730 | 9,761 | 3,544 | 58 | 952 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Conversion from accual to cash basis | -8,948 | -6,253 | -1,792 | -2,417 | 1,470 | 1,664 | -566 | -533 | -53 | -468 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx on cash basis | 902,496 | 147,818 | 71,840 | 77,407 | 24,343 | 568,394 | 9,195 | 3,010 | 5 | 484 | 0 | 0 | 0 | 0 | 0 | 0 |
EPRA CAPEX (x 1,000 EUR) 31.12.2020
| Group (excl. Joint Ventures) | Group (excl. Joint Ventures) | Joint Ventures (propor- tionate share) | Total group | BE | FR | NL | DE | Others | Pubstone BE | Other BE | Pubstone NL | Cofinimur I FR | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 607,723 | 233,280 | 26,130 | 49,428 | 99,351 | 58,402 | 141,132 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Development | 31,458 | 19 | 0 | 5,872 | 0 | 20,978 | 4,590 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| External costs capitalised | 31,095 | 0 | 0 | 5,850 | 0 | 20,978 | 4,267 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 364 | 19 | 0 | 22 | 0 | 0 | 323 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Investment properties | 6 | 27,132 | 1,581 | 11 | 10,401 | 6,974 | 9 | 4,240 | 3,071 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Major projects already (partially) income-generating | 22,547 | 1,417 | 0 | 10,145 | 6,713 | 0 | 3,778 | 494 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| No incremental lettable space | 3,758 | 132 | 11 | 257 | 260 | 9 | 121 | 2,124 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Overhead and other expenses capitalised | 827 | 32 | 0 | 0 | 0 | 0 | 341 | 454 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx | 3 | 666,313 | 234,880 | 26,141 | 65,701 | 106,325 | 79,389 | 149,962 | 3,071 | 0 | 844 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Conversion from accrual to cash basis | 8,820 | 83 | -10 | 4,125 | 228 | -5,016 | 8,277 | 1,061 | 0 | 72 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Total CapEx on cash basis | 675,133 | 234,963 | 26,131 | 69,825 | 106,553 | 74,373 | 158,240 | 4,132 | 0 | 917 | 0 | 0 | 0 | 0 | 0 | 0 |
187 DATA ACCORDING TO THE EPRA PRINCIPLE
- See main achievements 2021 on pages 43 to 55.
- See the committed investment programme in healthcare real estate on pages 38 to 39.
- See management report, section ‘Healthcare real estate’ (pages 32 to 55), section ‘Oces’ (pages 62 to 69) and section ‘Property of distribution networks’ (pages 56 to 59).
- See Note 22 and Note 37.
- See Note 37. The sum of elements in footnotes 4 and 5 amounts to 109,359 KEUR, see Note 22.
- See Note 37. The sum of elements in footnotes 4 and 5 amounts to 109,359 KEUR, see Note 22.
- See pages 71 and 72.
CORPORATE GOVERNANCE STATEMENT
Cofinimmo seeks to maintain the highest standards of corporate governance and continuously reassesses its methods based on accepted principles, practices, and requirements in the field.
Reference code and corporate governance charter
Cofinimmo applies the Belgian Corporate Governance Code 2020 (‘2020 Code’) which constitutes its reference code within the mean- ing of article 3:6 §2, 1° of the Code of Companies and Associations (‘CCA’). The code is available on the website www.corporategovernancecommittee.be/en.
On 31.12.2021, the board of directors has stated that, to its know- ledge, its corporate governance practice is compliant with the 2020 Code. However, it is recalled that the ordinary general meeting of 12.05.2021 renewed the mandate of Mr Xavier de Walque as independent director in accordance with article 7:87 §1 of the CCA. The board of directors considered appropriate to depart from one of the independence criteria provided for in prinsiple 3.5 of the 2020 Code, since the term of oce 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 demon- strated 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 infor- mation on the governance rules applicable within the company, deals in particular with the principles and processes of the govern- ance structure, the policy for the prevention of conflicts of interest, the Dealing Code and the policy on good conduct. It can be consulted on the Cofinimmo website.
Internal control and risk management
MANAGERIAL STAFF
Cofinimmo has implemented a risk management and internal control process in accordance with the rules of corporate govern- ance and the various laws applicable to public regulated real estate companies. The company has chosen as its reference framework the Enterprise Risk Management (ERM) model developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission - www.coso.org). 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 eective internal control system and corporate governance rules. The ERM model consists of the following components : internal environment; evaluation of risks, control activities; information and internal communication; monitoring and follow-up.
COMPONENTS
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 sta, all under the control of the board of directors.
- Corporate governance rules and the existence of an audit commit- tee, 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 and an internal auditor, a risk manager, a management controller and a compli- ance ocer.
- 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 an ESG policy addressing the vision and obli- gations in terms of sustainability.
-
This chapter forms an integral part of the statutory and consolidated management report.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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.
- A 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. In 2021, the company launched a satisfaction survey on inter - nal communication among its employees. From this survey, the human resources department has developed an action plan to promote and develop internal communication within the company, both in terms of information relating to human resources and the company’s activities.
Surveillance and monitoring
The company conducts ongoing and/or ad hoc assessments to verify whether the internal control components have been put in place and whether they are functioning.
- A closing is prepared each quarter using the same procedures as for the end of the financial year. On this occasion, consoli - dated 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 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.
- 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.
- Integrity of data and information systems through the strength - ening of the information system controls and measures put in place to prevent and respond to the occurrence of a cybersecurity incident that could disrupt its business. The executive committee deals with strategic issues on cybersecurity, which are themselves controlled by the audit committee. 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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Governance structure
Shareholders’ structure
The table below shows the Cofinimmo shareholders holding 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 12.04.2021. According to Euronext’s definition, the free float is 95 %. This table presents the situation based on the transparency notifications received under the law of 02.05.2007. Any changes notified since 31.12.2021 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 |
| Forever Care-Ion | 6.69 |
| Cofinimmo Group 1 | 0.12 |
| Others | < 5 % |
| TOTAL | 100.00 |
- Voting rights attached to the treasury shares are suspended.
HEAD OF ESG
- Ensures a holistic approach to environmental, social and governance aspects by integrating these aspects into the activities of the different departments
- Promotes dialogue with all stakeholders to determine where efforts should be pursued, and to develop long-term partnerships that increase the positive impact of actions taken
- Evaluates and manages the risks and opportunities associated with climate change and:
- suggests specific and economically reasonable measures to improve the environmental performance of the company, its portfolio and, by extension, the spaces occupied by its tenants
- ensures that the group complies with legal, national, and international environmental requirements
- follows, in collaboration with the operational teams, the implementation in the field of the group’s environmental strategy in all business segments
COMPLIANCE OFFICER
- Ensures compliance with the code of conduct: conflicts of interest, incompatible mandates, compliance with company values, market abuse and manipulations
- Ensures compliance with all the legal and regulatory provisions in force
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
AUDIT COMMITTEE
- Assists the board of directors with respect to the independence of the auditor and regarding:
- the process of preparing financial, non-financial and sustainability-linked 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
- environmental and social aspects
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, also in terms of ESG
- Executes the strategy approved by the board of directors
- Monitors the risks and opportunities associated with climate change, and other ESG topics
NOMINATION COMMITTEE, COMPENSATION AND CORPORATE GOVERNANCE
- 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
- Assists the board of directors for all questions relating to governance
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
- Determines the corporate governance
- Incorporates the risks and opportunities associated with climate change into the global strategy
- Decides the ESG’s directions and supervises their implementation
| Board of directors | Executive committee | Audit committee | Nomination, remuneration and corporate governance committee | |
|---|---|---|---|---|
| Members independents/total | 8/11 (73 %) | - | 3/3 (100 %) | 4/4 (100 %) |
| Gender equality | ||||
| Men | 64 % | 60 % | 67 % | 75 % |
| Women | 36 % | 40 % | 33 % | 25 % |
| Age | ||||
| aged 31-50 year | 9 % | 60 % | - | - |
| > 50 ans | 91 % | 40 % | 100 % | 100 % |
| Internationalisation rate | 27 % | - | 33 % | 50 % |
| Background | ||||
| Healthcare | 55 % | 100 % | 33 % | 50 % |
| Financial | 55 % | 60 % | 100 % | - |
| Real estate | 64 % | 100 % | 67 % | 50 % |
| Industry | 27 % | 20 % | - | 50 % |
| ESG | 55 % | 40 % | 33 % | 100 % |
| Average term of office | 6 years | 5 years | 7 years | 5 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. Measures relating to recruitment, selection and staff management 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 covering the year 2021 carried out on gender diversity in corporate governance bodies by the organisation European Women On Boards (EWOB) indicates that Cofinimmo ranks 125th among 668 companies and 3rd 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, 33 % of managers are women. All female managers play this role in 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 also 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, helps to bring together experience and innovation, and in this way find reproducible solutions.
Recruitment
In 2021, Cofinimmo recruited 22 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 profile. The company’s performance in terms of sensitive ratios (age, origin, etc.) continues to be a focus for the human resources department.
Sta 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.# CORPORATE GOVERNANCE STATEMENT
Above all, the company is successful in creating among its employees a shared desire to commit to always performing better. Cofinimmo’s commitment is to continue to measure progress toward equity. Its aim is not to promote employees on the basis of gender or age, but to recruit and retain the best talent. It is important that employees understand that departments stand to gain from greater diversity. Equal treatment is the group’s ultimate goal.
DECISION-MAKING BODIES
Since 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 11 directors, including seven non-executive and independent as meant by article 7:87 §1 of the CCA and the 2020 Code, one non-executive and independent as meant by article 7:87 §1 of the CCA and three executive directors (members of the executive committee). At the end of the ordinary general meeting of 12.05.2021, the board of directors currently consists of 11 directors following the non-renewal of the term of office of Mrs Cécile Scalais. The company is in the process of identifying two candidates (of which one female candidate) in order to propose their appointment as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code at the general meeting of 11.05.2022, or at a subsequent general meeting if the recruitment process would not have been completed at the time of convening to this general meeting. 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.
Sept 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 four women and seven men, i.e. a mix ratio of 36 % exceeding the third party 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 levels (see section ‘Diversity on the board of directors and its committees’).
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| 193 | \r\n\r\nAbove all, the company is successful in creating among its employees a shared desire to commit to always performing better. Cofinimmo’s commitment is to continue to measure progress toward equity. Its aim is not to promote employees on the basis of gender or age, but to recruit and retain the best talent. It is important that employees understand that departments stand to gain from greater diversity. Equal treatment is the group’s ultimate goal.\r\n\r\n193\r\n\r\nCORPORATE GOVERNANCE STATEMENT\r\n\r\nDECISION-MAKING BODIES\r\n\r\nSince 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.\r\n\r\nBoard of directors\r\n\r\nCURRENT COMPOSITION\r\n\r\nAccording 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 11 directors, including seven 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 three executive directors (members of the executive committee). At the end of the ordinary general meeting of 12.05.2021, the board of directors currently consists of 11 directors following the non-renewal of the term of office of Mrs Cécile Scalais. The company is in the process of identifying two candidates (of which one female candidate) in order to propose their appointment as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code at the general meeting of 11.05.2022, or at a subse- quent general meeting if the recruitment process would not have been completed at the time of convening to this general meeting. 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.\r\n\r\nSept 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.\r\n\r\nThe 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 four women and seven men, i.e. a mix ratio of 36 % exceeding the third party 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 levels (see section ‘Diversity on the board of directors and its committees’).\r\n\r\n194\r\n\r\nCOFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT\r\n\r\nMr Jacques van Rijckevorsel\r\n\r\nIndependent director as meant by arti- cle 7:87 §1 of the CCA and the 2020 Code, Chairman of the board of directors\r\n\r\nChairman of the nomination, remuneration, and corporate governance committee\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1950\r\n• Start of term : 10.05.2017\r\n• Last renewal : 12.05.2021\r\n• End of term : 14.05.2025\r\n• Current position : chairman of the board of directors of Cliniques Universitaires Saint-Luc (UCL) (Avenue Hippocrate/ Hippocrateslaan 10, 1200 Brussels)\r\n• Current mandates : Cliniques Universitaires Saint-Luc, Duve Institute, N-Side, Fondation Médicale Reine Elisabeth, Fondation Saint- Luc, Fondation Louvain, Louvain School of Management, Consultative Committee of ING Brussels, Capricorn Sustainable Chemistry Fund\r\n• Previous mandates : Solvay and several subsidiaries, Guberna, CEFIC, Plastics Europe, Belgian-Luxembourg Chamber of Commerce for Russia and Belarus, Synergia Medical\r\n\r\nMr Jean-Pierre Hanin\r\n\r\nManaging director Effective manager\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1966\r\n• Start of term : 09.05.2018\r\n• Last renewal : -/-\r\n• End of term : 11.05.2022\r\n• Current position : Chief Executive Offcer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)\r\n• Current mandates : various mandates in Cofinimmo group subsidiaries, United Fund for Belgium\r\n• Previous mandates : Etex group\r\n\r\nMr Jean Kotarakos\r\n\r\nExecutive director Effective manager\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1973\r\n• Start of term : 09.05.2018\r\n• Last renewal : -/-\r\n• End of term : 11.05.2022\r\n• Current position : Chief Financial Offcer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)\r\n• Current mandates : various mandates in Cofinimmo group subsidiaries\r\n• Previous mandates : Aedifica and various mandates in Aedifica group subsidiaries\r\n\r\nMrs Françoise Roels\r\n\r\nExecutive director Effective manager\r\n\r\n• Gender : F\r\n• Nationality : Belgian\r\n• Year of birth : 1961\r\n• Start of term : 27.04.2007\r\n• Last renewal : 12.05.2021\r\n• End of term : 14.05.2025\r\n• Current position : Chief Corporate Affairs & Secretary General of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)\r\n• Current mandates : several mandates the subsidiaries of the Cofinimmo group and as representative of Cofinimmo, Guberna, Women on Board ASBL/VZW, PMH SA/ NV, Domicilia NV, Les Petits Riens ASBL/ Spullenhulp VZW\r\n• Previous mandates : -/-\r\n\r\nMrs Inès Archer-Toper\r\n\r\nIndependent director as meant by article 7:87 §1 of the CCA and the 2020 Code\r\n\r\nMember of the audit committee\r\n\r\n• Gender : F\r\n• Nationality : French\r\n• Year of birth : 1957\r\n• Start of term : 08.05.2013\r\n• Last renewal : 12.05.2021\r\n• End of term : 14.05.2025\r\n• Current position : Company director\r\n• Current mandates : Aina Investment Fund (Luxembourg - an entity of Edmond de Rothschild group), Gecina SA (France), Lapillus OPCI (France), Nimanimmo SAS (France)\r\n• Previous mandates : Segro PLC SA (United Kingdom), Axcior Immo and Axcior Corporate Finance SA (France), Orox Asset Management SA (Switzerland), EDRCF (France)\r\n\r\n195\r\n\r\nCORPORATE GOVERNANCE STATEMENT\r\n\r\n DECISIONMAKING BODIES\r\n\r\n• Current mandates : Aina Investment Fund (Luxembourg - an entity of Edmond de Rothschild group), Gecina SA (France), Lapillus OPCI (France), Nimanimmo SAS (France)\r\n• Previous mandates : Segro PLC SA (United Kingdom), Axcior Immo and Axcior Corporate Finance SA (France), Orox Asset Management SA (Switzerland), EDRCF (France)\r\n\r\nMr Olivier Chapelle\r\n\r\nIndependent director as meant by article 7:87 §1 of the CCA and the 2020 Code\r\n\r\nMember of the nomination, remuneration and corporate governance committee\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1964\r\n• Start of term : 11.05.2016\r\n• Last renewal : 13.05.2020\r\n• End of term : 08.05.2024\r\n• Current position : Chief Executive Offcer (CEO) of Recticel SA/NV (Avenue du Bourget/Bourgetlaan 42, 1130 Brussels)\r\n• Current mandates : Fédération des Entreprises Belges/Verbond van Belgische Ondernemingen (FEB/VBO), Calyos SA/ NV, Sofindev, Corporate Governance Committee\r\n• Previous mandates : Guberna, Essenscia\r\n\r\nMr Xavier de Walque\r\n\r\nIndependent director as meant by article 7:87 §1 of the CCA, Member of the audit committee\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1965\r\n• Start of term : 24.04.2009\r\n• Last renewal : 13.05.2020\r\n• End of term : 08.05.2024\r\n• Current position : member of the executive committee and Chief Financial Offcer of Cobepa SA/NV (Rue de la Chancellerie/ Kanselarijstraat 2/1, 1000 Brussels)\r\n• Current mandates : several mandates in Cobepa group subsidiaries (Cobepa North America, Cosylva, Financière Cronos, Ibel, Mascagna, Mosane, Sophinvest, Ulran), JF Hillebrand AG, AG Insurance, Degroof Equity, DSDC\r\n• Previous mandates : Cobepa Nederland, Guimard Finance, Cobib, Cobsos, Groupement Financier Liégeois, Kanelium Invest, SGG Holdings, Sapec, Sophielux 2, Sofireal (now Cobid), BrunchCo 21, Puccini Partners, Lunch Time, Sophielux 1\r\n\r\nMr Maurice Gauchot\r\n\r\nIndependent director as meant by article 7:87 §1 of the CCA and the 2020 Code\r\n\r\nMember of the nomination, remuneration and corporate governance committee\r\n\r\n• Gender : M\r\n• Nationality : French\r\n• Year of birth : 1952\r\n• Start of term : 11.05.2016\r\n• Last renewal : 13.05.2020\r\n• End of term : 08.05.2024\r\n• Current position : Company director (Avenue Pierre I er de Serbie 16, 75116 Paris, France)\r\n• Current mandates : Stone Estate (Zurich), Codic SA/NV, La Foncière Numérique, Interconstruction SCI Foncière CRF\r\n• Previous mandates : CBRE Holding France\r\n\r\n196\r\n\r\nCOFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT\r\n\r\nMr Benoit Graulich\r\n\r\nIndependent director as meant by article 7:87 §1 of the CCA and the 2020 Code\r\n\r\nChairman of the audit committee\r\n\r\n• Gender : M\r\n• Nationality : Belgian\r\n• Year of birth : 1965\r\n• Start of term : cooptation on 25.04.2019, appointment on 05.05.2019\r\n• Last renewal : -/-\r\n• End of term : 10.05.2023\r\n• Current position : Managing Partner of Bencis Capital Partners, Belgium, Netherlands, Germany (Culliganlaan 2 E, 1831 Diegem)\r\n• Current mandates : Lotus Bakeries NV, Bencis Capital Partners and its subsidiaries\r\n• Previous mandates : Van de Velde NV\r\n\r\nMrs Diana Monissen\r\n\r\nIndependent director as meant by article 7:87 §1 of the\r\n# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
197 CORPORATE GOVERNANCE STATEMENT
DECISION MAKING BODIES
DIRECTOR RENEWALS AND APPOINTMENTS
The ordinary general meeting of 12.05.2021 approved the renewal of the term of office of Mr Jacques van Rijckevorsel and Ms 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 Ms Françoise Roels as executive director. Their term of office will expire on 14.05.2025.
The board of directors decided that Mr Jacques van Rijckevorsel would continue in his role as chairman of the board of directors and chairman of the nomination, remuneration and corporate governance committee, that Mrs Inès Archer-Toper would continue her role as member of the audit committee and that Mrs Françoise Roels would continue in her role as Chief Corporate Affairs Officer & Secretary General.
Subject to approval by the FSMA and by the general meeting of 11.05.2022, the board of directors will propose the renewal of the term of office of Mr Jean-Pierre Hanin and Mr Jean Kotarakos as executive directors. In case of approval by the general meeting, the board of directors has decided that Mr Jean-Pierre Hanin will continue his function as Chief Executive Officer and Mr Jean Kotarakos as Chief Financial Officer. Their mandates would expire at the end of the 2026 general meeting.
The company is in the process of identifying two candidates (of which one female candidate) in order to propose their appointment for four years as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code at the general meeting of 11.05.2022, or at a subsequent general meeting if the recruitment process would not have been completed at the time of convening to this general meeting.
BOARD OF DIRECTORS’ ACTIVITY REPORT
Throughout the year, the board of directors dealt with issues while paying particular attention to subjects linked to ESG, both in terms of the environmental, social and governance aspects, and always within the framework of an overall strategy. The existence of a sustainability strategy within Cofinimmo, in particular through its 30% project, is indeed necessary to guarantee the company’s value in the long term, and the board of directors is guided by it in each decision-making process.
In addition to issues related to corporate social responsibility, more technical and operational strategic issues, such as cybersecurity issues, have become a focus of the board’s attention given the damaging consequences of a cyber attack, both in terms of the company’s reputation and credibility and the financial losses that would result from business interruption or data loss. The board was particularly keen to ensure that this aspect was monitored. Training and regular actions were implemented on an ongoing basis with the members of the company.
The board also paid particular attention to maintaining and developing dialogue with its shareholders by organising its first digital general meeting. Despite the restrictive health measures, shareholders were able to participate remotely and exercise their voting rights digitally and live during the general meeting.
In 2021 the board of directors met nine times. In addition to recurrent subjects, the board of directors also took decisions on various matters, more specifically in the following fields:
- Strategy
- monitoring of Cofinimmo’s strategy and development, including the ESG (environmental, social and governance) strategy.
- Real estate
- the analysis and approval of investment, divestment, and (re)development projects, among which the acquisition of healthcare real estate assets in Ireland, Italy and the United Kingdom;
- stakes in real estate companies in Belgium, Spain, the Netherlands and Germany, and in two real estate funds in Italy;
- a capital increase through contributions in kind of healthcare real estate assets within the framework of the authorised capital;
- the contribution of the office portfolio into the Cofinimmo Offices subsidiary;
- the disposals of office buildings and distribution networks;
- the analysis of the impact of the COVID-19 pandemic on the company’s activities;
- the renewal of the authorisation given to the board of directors to increase the capital within the framework of the authorised capital;
- the approval of the proposed merger in the context of operations similar to a merger by absorption of the companies Rheastone 2 Co SA/NV, Dilhome SA/NV, Ten Berge SA/NV, Balen SA/NV, Puthof SA/NV, Viaducstraat SA/NV, Polyserve SA/NV, Quatrobuild SA/NV, Profilia SA/NV, Cura Invest SA/NV, Musikantenwijk SA/NV, Rusthuis Martinas SA/NV and Ploegdries SA/NV.
- Financial
- the monitoring of the company’s financing;
- a capital increase in cash through a private placement by an accelerated book building procedure with qualified investors as part of the authorised capital;
- a capital increase through contribution in kind of an optional dividend within the framework of the authorised capital;
- a capital increase in the context of the conversion of convertible bonds.
- Internal control
- internal control plans and reports of the compliance officer, the risk manager and the internal auditor;
- the review of major risks;
- annual report and core document of the actual management of internal control.
- Governance
- the monitoring of the well-being and safety of employees during the COVID-19 health crisis;
- the assessment of the executive committee, setting its objectives, and the fixed and variable remuneration;
- the self-assessment of the board of directors and its committees;
- the composition of the shareholder structure.
198 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Composition of the board
- the proposal to renew the terms of office at the ordinary general meeting of 12.05.2021 as independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code, of Mr Jacques van Rijckevorsel and Mrs Inès Archer-Toper;
- the reappointment of Mr Jacques van Rijckevorsel as chairman of the board of directors;
- the proposal to reappoint Françoise Roels as an executive director at the ordinary general meeting of 12.05.2021.
Composition of the audit committee
- the reappointment of Ms Inès-Archer Toper
- the reappointment of Ms Inès-Archer Toper as a member of the audit committee.
Human resources
- internal organisation of the company.
Loi/Wet 34 office building – Brussels CBD (BE)
199 CORPORATE GOVERNANCE STATEMENT
DECISION MAKING BODIES
Audit committee
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 competences.
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
In 2021, the audit committee met five times. 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.# Audit Committee
The audit committee also reviewed the following topics:
- the recommendations made by the auditor concerning internal control and IT procedures;
- the migration towards SAP S4/HANA;
- results of the IT intrusion test;
- the recommendations made by the internal auditor;
- the major risks;
- the list of incidents;
- ongoing disputes;
- the balance sheet items to be transferred on the contribution of the ‘offices’ branch to Cofinimmo Offices;
- the management of financial resources and in particular the financing of development projects and the financing of activities outside the euro zone;
- the internal valuation of the portfolio;
- the renewal of certain insurance coverages;
- the management of the actual Ultimate Beneficial Owners (UBO) registers;
- the achievement of the objectives of the members of the executive committee;
- the achievement of the company’s ESG objectives;
- the annual report and core document of the actual management of internal control;
- the new legislation;
- its own assessment.
Early 2022, the audit committee initiated a procedure for the selection of the auditor who will take over from the current auditor (whose mandate can no longer be renewed, in accordance with the applicable rotation rules) as of the ordinary general meeting in May 2023.
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 2021, the committee paid particular attention to the entry into office of the new Head of HR & Internal Communications and to a new reflection on the company’s human resources policy. It also gave further consideration to various governance issues, such as the right positioning of ESG function within the organisation. The committee met three times. The main topics covered were as follows:
Composition of the board
- 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.
Evaluation, objectives and remuneration of the executive committee
- evaluation of the executive committee members and their remuneration as well as the criteria for granting variable remuneration;
- preparation of the 2022 objectives of the executive committee members;
- the benchmark of the remuneration of the members of the executive committee.
Remuneration of non-executive directors
- the benchmark for non-executive directors’ remuneration.
Governance
- the preparation of a remuneration report;
- consideration of the composition of the board of directors;
- review of the new legislation.
Evaluation of the board of directors and committee
- the follow-up of the 2018 board evaluation exercise;
- steering the assessment of the board of directors;
- its own assessment.
Human resources
- reflection on the human resources policy.
200 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Executive committee
CURRENT COMPOSITION
It is recalled that in 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.
Jean-Pierre Hanin
Chief Executive Officer
Effective manager
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.
Nursing and care home Regina – Barcelona (ES)
201 CORPORATE GOVERNANCE STATEMENT | DECISION-MAKING BODIES
Jean Kotarakos
Chief Financial Officer
Effective manager
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). He has taught there since 2010 in the Real Estate Executive Programme. He oversees Accounting, Communication & IR, Control, IT, Mergers & Acquisitions, and Treasury & Project Finance. He also holds several offices in subsidiaries of the Cofinimmo group. 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 & Secretary General
Effective manager
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. She also supervises the company’s ESG, Tax, Governance, Information Management, Legal and Human Resources 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
Effective manager
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 has been Chief Operating Officer Healthcare and oversees the Healthcare department for Belgium, France, the Netherlands, Ireland, Italy and the United Kingdom, as well as business development in new geographies. He holds several offices in subsidiaries of the Cofinimmo group. He is also a director in Aldea Group SA/NV and SCI Foncière CRF. Sébastien Berden 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
Effective manager
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 Healthcare department for Spain, Germany and the Nordic countries as well as 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), she completed the General Management Programme in 2021 and followed 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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Evaluation of the board of directors and committees
In accordance with the 2020 Code and its rules of procedure, the board of directors conducts, under the leadership of its chairman, regular evaluations of its size, composition and performance and of those of its committees as well as its interaction with the executive committee. The in-depth evaluation of the board takes place in a cycle of two to three years to allow for an effective implementation of the conclusions and decisions taken. Alternating between an in-depth evaluation with the help of an external expert and an internal evaluation allows the board to question itself and to reflect on its work in a new way. For this in-depth evaluation exercise, the board is assisted by the NRC. For the audit committee and the NRC, the annual self-assessment can lead to prompt actions and reactions.
The evaluation of the board and committees has four objectives:
* 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.
In addition, the board of directors also assesses every five years whether the current one-tier governance structure is still appropriate.
In 2021, the board of directors continued to monitor the implementation of the findings and decisions of the 2018 in-depth evaluation. At each board of directors meeting and in the absence of the executive committee members, the non-executive directors discuss topics related to the executive committee and the evaluation of their interactions with the latter. Similarly, at the end of each term of office, the board proceeds with an evaluation of the director under the guidance and with the contribution of the NRC and the assistance of an external consultant. On this occasion, the NRC also reviews the board members’ skills/experience grid and ensures that the board’s composition continues to be appropriate. When the term of office of an executive committee member comes to an end, this evaluation process takes place at the time of the annual evaluation of the objectives and achievements of the executive committee. 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 2021, the board of directors thus launched the evaluation of the two non-executive directors whose renewal of term of office were be proposed to the general meeting of 12.05.2021, namely, Mrs Inès Archer-Toper and Mr Jacques van Rijckevorsel. The board of directors carried out the same internal evaluation of Mrs Françoise Roels, whose term of office expired at the same general meeting. This evaluation covered participation in board meetings or board committees, commitment and constructive involvement in the discussions and decision-making process.
Management
The executive committee is assisted by a team of departmental heads 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.
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203 CORPORATE GOVERNANCE STATEMENT DECISION-MAKING BODIES RULES AND PROCEDURES
Prevention of conflicts 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 a 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 2021 financial year, two decisions resulted in the application of article 7:96 of the CCA. During the session of 25.02.2021, the board of directors deliberated on the following topics relating to the members of the executive committee: achievement of the 2020 objectives, the variable remuneration for 2020, the fixed remuneration for 2021, the modification of the Long-term Incentive Plan (LTI), and the ownership of shares, and during the session of 10.03.2021, the board of directors deliberated on the short-term variable compensation in the form of an individual pension promise.
EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF 25.02.2021
“Pursuant to Article 7:96 of the CCA, the executive directors, Mr Hanin, Mr Kotarakos, and Mrs Roels announce that they have an opposing interest of a financial nature to that of the company, of which the auditor has been informed. The members of the executive committee left the room together with Mr Berden and Mrs Bicici.
Achievement of the 2020 objectives
The chairman reports to the board members on the NRC deliberations of 24.02.2021. After a broad overview, and on the recommendation of the NRC, the board sets the overall percentage of achievement of the KPIs relating to the STI at 137 %, and the KPIs relating to the LTI at 124 %. The 137 % coefficient for the STI includes a discretionary supplement to take into account the exceptional context related to the health crisis. On the recommendation of the CEO and the NRC, the board decided not to apply a salary differential in the calculation of the KPI achievement in order to appreciate the quality of the teamwork carried out and to support the collegiality of the executive committee members in achieving the company’s objectives. The percentage of the variable STI
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204 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
remuneration applied to the fixed annual remuneration is therefore 54.8 % (137 % * 40 %) and the percentage of the variable LTI remuneration applied to the fixed annual remuneration is therefore 49.6 % (40 % *124 %). This allocation of variable remuneration is in line with the requirements of article 7:91 of the CCA. 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. These shares may be acquired at a unit price corresponding to the last known closing stock market price multiplied by a factor of 100/120, in accordance with commentary 36/16 of the Income Tax Code.
Fixed remuneration 2021
On recommendation of the NRC, the board decides to increase the annual fixed remunerations as follows:
* Mrs Yeliz Bicici: + 15,000 EUR (i.e. 290,000 EUR);
* Mr Sébastien Berden: + 15,000 EUR (i.e. 290,000 EUR).”
EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF 25.02.2021
“Pursuant to article 7:96 of the CCA, the executive directors, Mr Hanin, Mr Kotarakos, and Mrs Roels announce that they have an opposing interest of a financial nature to that of the company, of which the auditor has been informed. The members of the executive committee left the room. The board decides to allocate funds from the STI 2020 envelope to the ‘EIP’ contracts of Mrs Roels and Mr Hanin. The company will therefore pay:
* an insurance premium of 148,800 EUR for Mrs Roels;
* an insurance premium of 267,840 EUR for Mr Hanin.
These premiums will be paid in accordance with the tax legislation in force.”
During the 2021 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 2021, 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.
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
Cofinimmo already has a whistleblowing procedure 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. According to directive (EU) 2019/1937 of the European parliament and of the council of 23.10.2019 on the protection of persons who report violations of Union law, Cofinimmo has until 17.12.2023 to establish internal reporting channels in accordance with article 8, paragraph 3 of the directive. However, the board of directors has decided to already comply to it in the course of 2022.
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 contains restrictions relating to transactions in Cofinimmo shares, and in particular 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. Similarly, to the executive committee’s knowledge, there is no situation or fact that could cause these governmental interventions, litigation or arbitration.
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
Mr Christophe Pleeck is responsible for the internal audit function. 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 2021’, no research and development activities were carried out during the 2021 financial year.
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CORPORATE GOVERNANCE STATEMENT
RULES AND PROCEDURES
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 decision of 25.10.2021, published in the Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of 14.02.2022, 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 362 to 370 of this document. The company’s articles of association were updated on 08.03.2021, 08.04.2021, 04.06.2021, 07.06.2021, 31.08.2021 and on 30.09.2021.
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INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007
Capital structure
On the closing date of this document, the company’s capital is set at 1,698,516,600.09 EUR and is represented by 31,695,481 fully paid-up shares, each representing an equal share. On 15.09.2016, the company issued a bond convertible into ordinary shares, represented by 1,502,196 convertible bonds with a nominal value of 146.00 EUR, i.e. a total amount of 219,320,616.00 EUR. On the maturity date of 15.09.2021, Cofinimmo received conversion requests from convertible bondholders relating to 1,483,774 convertible bonds out of the 1,502,087 convertible bonds in circulation (i.e. 99 %), resulting in 1,657,750 new Cofinimmo shares (i.e. 5.5 % of the shares previously in circulation) to be delivered to the convertible bondholders concerned. These new Cofinimmo shares were issued on 30.09.2021 and their book value amounted to approximately 217 million EUR. The applicable adjusted conversion price was set at 130.6754 EUR, taking into account the terms and conditions of the bond issue. There are no more convertible bonds outstanding.
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 any employee shareholding system when control rights are not exercised directly by the employee
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 31.12.2021, the company and its subsidiaries held 37,123 own 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.
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.# CORPORATE GOVERNANCE STATEMENT
INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007
Powers of the board of directors regarding the issuance or repurchase of shares
On 07.06.2021, 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 :
- 804,800,000.00 EUR, i.e. 50 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, 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;
- 321,900,000 EUR, i.e. 20 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, for capital increases in the context of the distribution of an optional dividend;
- 160,900,000 EUR, i.e. 10 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, 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 1,287,600,000 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 31.12.2021, and on this document’s cut-off date, Cofinimmo and its subsidiaries held 37,123 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 2021 is available in the 2020 annual financial report and that of previous years, section ‘Corporate governance statement’, ‘Change in control’ and ‘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’. These documents are available on the company’s website www.cofinimmo.com.
The following credit agreements concluded in 2021 contain such a change-of-control clause :
- Extension of a syndicated loan agreement of 11.05.2020 with ABN AMRO,
- Split and extension of a credit agreement of 09.06 2020 with KBC BANK,
- Early refinancing on 02.10.2020 with BELFIUS BANK,
- Issuance of a bond on 02.12.2020,
- Credit agreement of 18.12.2020 with BECM,
- Credit agreement of 02.02.2021 and 15.03.2021 with KBC BANK,
- Credit agreement of 12.02.2021 with SOCIÉTÉ GÉNÉRALE,
- Credit agreement of 15.02.2021 with ABN AMRO,
- Credit agreement of 05.05.2021 with SOCIÉTÉ GÉNÉRALE and BNP PARIBAS FORTIS.
The change-of-control clauses included in the agreements concluded until 05.05.2021 have been approved by the ordinary general meeting of 12.05.2021, the other change-of-control clauses will be submitted to the approval of the general meeting of 11.05.2022.
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 in the Remuneration Policy, which can be found on the company’s website in the documentation made available to shareholders in connection with the ordinary general meeting on 13.05.2020.
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 2021 financial year to each of the non-executive directors and members of the executive committee. It is part of the Remuneration Policy approved by the ordinary general meeting of 13.05.2020 in accordance with provision 7.3 of the 2020 Code. The Remuneration Policy can be found on the company’s website in the documentation made available to shareholders in connection with the ordinary general meeting on 13.05.2020.
The board of directors intends to submit the modification of the remuneration policy concerning the amounts of remuneration for non-executive directors, with effect as from 01.01.2022, to the approval of the ordinary general meeting of 11.05.2022. It is so that the amount of their remuneration has not been adapted since the general meeting of 28.04.2006, except for the allocation to non-executive directors residing abroad of 1,000 EUR per trip to participate in a board or committee. The components of the remuneration will remain unchanged, i.e. a fixed annual remuneration and attendance fees for board and committee meetings attended as a member or chairman.
Following a benchmarking exercise, and on the recommendation of the NRC, the board decided to propose to the ordinary general meeting of 11.05.2022 to adapt the amounts of this remuneration as follows : on the one hand, a fixed annual remuneration of 30,000 EUR, instead of 20,000 EUR for being a member of the board of directors (the amounts of 6,250 EUR for being a member of a committee and 12,500 EUR for chairing a committee remain unchanged), and on the other hand, 1,000 EUR per meeting, instead of 700 EUR, for attending committee meetings (the amount of 2,500 EUR for attending board of directors meetings remains unchanged). The board of directors also proposes that the remuneration of the chairman of the board be adjusted as follows 100,000 EUR per annum for his responsibilities at board level, 12,500 EUR for chairing the NRC and an attendance fee of 1,000 EUR per NRC meeting, instead of the current EUR 100,000 per annum for all his responsibilities at both the board and the committees levels.
For the 2022 financial year, the board of directors decided to increase the fixed annual remuneration of the members of the executive committee, as per their management agreement, by a gross amount of 60,000 EUR for the CEO, 35,000 EUR for the CFO, 30,000 EUR for the CCR&SG, and 30,000 EUR for each COO. Finally, the board of directors will conduct a benchmarking exercise in 2022 regarding the remuneration of the members of the executive committee, both in terms of structure, short-term and long-term remuneration plans, and the level of remuneration. This exercise could lead to changes, if any, which would then be subject to approval by the annual general meeting in 2023.
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.
Presence of non-executive directors in 2021
| Name, Position | Board of directors | Nomination, remuneration and corporate governance committee | Audit committee |
|---|---|---|---|
| Jacques van Rijckevorsel – Non-executive director - Chairman of the board of directors and the NRC | 9/9 | 3/3 | 5/5 |
| Benoit Graulich – Non-executive director - Chairman of the audit committee | 8/9 | 4/5 | |
| Cécile Scalais – Non-executive director - End of term of office 12.05.2021 | 5/6 | ||
| Diana Monissen – Non-executive director - Member of the NRC | 9/9 | 3/3 | 5/5 |
| Inès Archer-Toper – Non-executive director - Member of the audit committee | 9/9 | 5/5 | |
| Kathleen van den Eynde – Non-executive director | 7/9 | ||
| Maurice Gauchot – Non-executive director - Member of the NRC | 8/9 | 3/3 | |
| Olivier Chapelle – Non-executive director - Member of the NRC | 8/9 | 3/3 | |
| Xavier de Walque – Non-executive director - Member of the audit committee | 9/9 | 5/5 |
The attendance of the members of the executive committee in 2021 can be found on page 211.
Number of shares held as at 31.12.2021
The number of shares held by non-executive directors takes into account the requirement of the 2020 Code that part of their remuneration be in the form of shares. The board has set this share threshold at 20 % of the annual remuneration after deduction of the withholding tax. In order to comply with this requirement and in accordance with the remuneration policy, the directors acquired in 2021 the necessary number of shares to cover the remaining period of their mandate.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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. The board of directors considered it useful to update the benchmark of the remuneration of the members of the executive committee. This exercise took into consideration 20 REIT companies, both in Belgium and abroad. The companies considered were the following: Aedifica SA/NV, Assura plc, Befimmo SA/NV, CA Immobilien Anlagen AG, CLS Holdings plc, Cofinimmo SA/NV, Covivio, Deutsche Wohnen SE, Grainger plc, Hammerson plc, Icade SA/NV, Immofinanz AG, LondonMetric Property plc, Merlin Properties Socimi SA/NV, Metrovacesa SA/NV, Patrizia AG, Primary Health Properties plc, S Immo AG, Safestore Holdings plc, and Warehouses De Pauw NV. In view of the company’s strong ESG ambition, the board of directors has decided that the new leasing contracts for the company cars of the members of the executive committee concluded as from 01.01.2022 will be dedicated to fully electric vehicles. According to the benchmarking exercise carried out in this respect, the annual budget excluding VAT and fuel will be 20,000 EUR for the CEO and 16,000 EUR for the other members of the executive committee, compared to the current 15,000 EUR for all executive committee members.
Remuneration of the members of the executive committee
| Name, Position | Board of directors | Nomination, remuneration and corporate governance committee | Audit committee |
|---|---|---|---|
| Jean-Pierre Hanin Managing director - Chief Executive Officer | 9/9 | 3/3* | 5/5* |
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | 9/9 | 3/3* | 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.
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Total remuneration
| Name, Position | 1. Fixed remuneration | 2. Variable remuneration | 3. Exceptional component | 4. Pension | 5. Total remuneration | 6. Proportion of fixed and variable remuneration |
|---|---|---|---|---|---|---|
| Conventional basic remuneration 1 | Additional benefits | Variable over 1 year - Short-term Incentive Plan 2 | Variable over several years - Long-term Incentive Plan | |||
| Jean-Pierre Hani Managing Director - Chief Executive Officer | 540,000 EUR | 20,492 EUR | 324,000 EUR | 324,000 EUR | 100,000 EUR | 1,308,492 EUR |
| Françoise Roels Director - Chief Corporate Affairs & Secretary General | 300,000 EUR | 19,461 EUR | 164,070 EUR | 123,660 EUR | 62,000 EUR | 669,191 EUR |
| Jean Kotarakos Director - Chief Financial Officer | 325,000 EUR | 22,776 EUR | 177,743 EUR | 133,965 EUR | 62,000 EUR | 721,484 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 290,000 EUR | 20,484 EUR | 158,601 EUR | 119,538 EUR | 62,000 EUR | 650,623 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 290,000 EUR | 23,584 EUR | 158,601 EUR | 119,538 EUR | 62,000 EUR | 653,723 EUR |
- The “Basic remuneration” column corresponds to the amount provided for in the management contracts.
- 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 promise.
2021 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. During its session on 24.02.2022 and on the recommendation of the NRC, the board of directors set the percentage of achievement of the STI KPIs at 144.72 %, adjusted to 150 %, for the CEO and at 136.72 % for the other members of the executive committee. The percentage of the variable STI remuneration applied to the fixed annual contractual remuneration is therefore 60 % (40 % * 150 %) for the CEO and 54.69 % (40 % * 136.72 %) for the other members of the executive committee. These percentages were determined based on the degree of achievement of the KPIs. The difference in the percentage of achievement between the CEO and the other members is the result of the assessment of the personal objectives of each of them as well as the decisive impact of the CEO in achieving the company’s objectives for the year. On the same session, and on the recommendation of the NRC, the board of directors set the LTI KPI achievement percentage at 140.54 %, adjusted to 150 %, for the CEO and 103.04 % for the other members of the executive committee. The percentage of the variable LTI remuneration applied to the fixed annual contractual remuneration is therefore 60 % (40 % * 150 %) for the CEO and 41.22 % (40 % * 103.04 %) for the other members of the executive committee. The difference in the percentage of achievements between the CEO and the other members is the result of the evaluation of the personal objectives of each of them as well as the personal involvement of the CEO both in growth-related dossiers which have a significant long-term impact on Cofinimmo’s portfolio and on dossiers which have a lasting impact on the company’s organisation. These percentages were determined based on the degree of achievement of the net result from core activities per share as well as the dividend analysed in the context of a long-term strategy that shows a positive evolution of these parameters. Regarding the implementation of the ESG-30% strategy, a linear approach to the strategy (reduction of energy intensity in healthcare real estate and offices) would imply a result of 169 kWh/m² by 2021. Since the 2021 result of 165 kWh/m² is below 169 kWh/m², the target is achieved. The allocation of the variable remuneration will comply with the requirements of article 7:91 of the CCA.
| Company | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|
| EPS | 6.55 EUR | 6.81 EUR | 6.85 EUR | 7.15 EUR |
| Dividend | 5.50 EUR | 5.60 EUR | 5.80 EUR | 6.00 EUR |
ENERGY INTENSITY (in kWh/m²)
| 200 | 190 | 180 | 170 | 160 | 150 | 140 | 130 | |||||||||
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | |||
| kWh/m² | 189 | 130 | 165 | 163 | 178 | 179 | 212 |
212
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Total remuneration
| Name, Position | 1. Fixed remuneration | 2. Variable remuneration | 3. Exceptional component | 4. Pension | 5. Total remuneration | 6. Proportion of fixed and variable remuneration |
|---|---|---|---|---|---|---|
| Conventional basic remuneration 1 | Additional benefits | Variable over 1 year - Short-term Incentive Plan 2 | Variable over several years - Long-term Incentive Plan | |||
| Jean-Pierre Hani Managing Director - Chief Executive Officer | 540,000 EUR | 20,492 EUR | 324,000 EUR | 324,000 EUR | 100,000 EUR | 1,308,492 EUR |
| Françoise Roels Director - Chief Corporate Affairs & Secretary General | 300,000 EUR | 19,461 EUR | 164,070 EUR | 123,660 EUR | 62,000 EUR | 669,191 EUR |
| Jean Kotarakos Director - Chief Financial Officer | 325,000 EUR | 22,776 EUR | 177,743 EUR | 133,965 EUR | 62,000 EUR | 721,484 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 290,000 EUR | 20,484 EUR | 158,601 EUR | 119,538 EUR | 62,000 EUR | 650,623 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 290,000 EUR | 23,584 EUR | 158,601 EUR | 119,538 EUR | 62,000 EUR | 653,723 EUR |
- The “Basic remuneration” column corresponds to the amount provided for in the management contracts.
- 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 promise.# CORPORATE GOVERNANCE STATEMENT – REMUNERATION REPORT 2021
Performance
Short-term incentive plan
| Performance criteria | Relative weighting | Objectif 2021 results | Achievement |
|---|---|---|---|
| Net result from core activities per share | 25 % | 7.00 EUR | 7.15 |
| Operating margin | 10 % | 81.60 % | 82.10 % |
| Strategic growth | 25 % | More than 420 million EUR | 992 million EUR |
| Occupancy rate of the portfolio | 10 % | 97.40 % | 98.10 % |
| Special projects | 10 % | 100 % | 100 % |
| Personal objectives | |||
| Jean-Pierre Hanin | 20 % | 100 % | 150 % |
| Françoise Roels | 20 % | 100 % | 110 % |
| Jean Kotarakos | 20 % | 100 % | 110 % |
| Sébastien Berden | 20 % | 100 % | 110 % |
| Yeliz Bicici | 20 % | 100 % | 110 % |
Long-term incentive plan
| Performance criteria | Relative weighting | Objectif | 2021 results | Achievement |
|---|---|---|---|---|
| Net result from core activities per share | 25 % | 7.00 EUR | 7.15 EUR | 25.54 % |
| Dividend | 25 % | 6.00 EUR | 6.00 EUR | 25 % |
| Implementation of ESG strategy | 25 % | |||
| Personal objectives | ||||
| Jean-Pierre Hanin | 25 % | 100 % | 260 % | 65.00 % |
| Françoise Roels | 25 % | 100 % | 110 % | 27.50 % |
| Jean Kotarakos | 25 % | 100 % | 110 % | 27.50 % |
| Sébastien Berden | 25 % | 100 % | 110 % | 27.50 % |
| Yeliz Bicici | 25 % | 100 % | 110 % | 27.50 % |
During its session of 24.02.2022, the board of directors analysed the breakdown of the various components and the conditions for obtaining the variable remuneration. Taking into account these conclusions, and on the recommendation of the NRC, the board of directors decided that the criteria for the allocation of the 2022 variable compensation would be as follows :
2022 performances
| Performance criteria | Poids relatif | Objectif |
|---|---|---|
| Short-term incentive plan | ||
| Net result from core activities per share | 25 % | 6.90 EUR |
| Operating margin | 10 % | 80.90 % |
| Strategic growth - acquisitions, capex and financial investments | 25 % | 600 million EUR |
| - divestments | 140 million EUR | |
| Occupancy rate of the portfolio | 10 % | 98.80 % |
| Special projects | 10 % | 100 % |
| Personal objectives | ||
| Jean-Pierre Hanin | 20 % | 100 % |
| Françoise Roels | 20 % | 100 % |
| Jean Kotarakos | 20 % | 100 % |
| Sébastien Berden | 20 % | 100 % |
| Yeliz Bicici | 20 % | 100 % |
| Long-term incentive plan | ||
| Net result from core activities per share | 25 % | 6.90 EUR |
| Dividend | 25 % | 6.20 EUR |
| Implementation of the ESG strategy - 30% (reduction of the energy intensity in healthcare real estate and offices) | 25 % | Linear + adjusted approach * |
| Personal objectives | ||
| Jean-Pierre Hanin | 25 % | |
| Françoise Roels | 25 % | |
| Jean Kotarakos | 25 % | |
| Sébastien Berden | 25 % | |
| Yeliz Bicici | 25 % |
- The objective is to reduce the energy intensity of the healthcare real estate and offices portfolio to 130 kWh/m² within the framework of the project 30%. A linear approach to Project 30% would imply a reduction to 164 kWh/m² and 160 kWh/m² respectively by 2022-2023. The portfolio turnover, both in terms of acquisitions and sales, the maintenance and renovation programme and the development projects do not guarantee perfect alignment with this linear approach. Thus, in the event of a negative variation, a so-called ‘corrective’ capex plan will be presented and taken into account to assess the achievement of the ESG - 30% strategy target for the year in question.
Number of shares held as at 31.12.2021
The number of shares held by the members of the executive committee takes into account the requirement of the 2020 Code to hold a minimum threshold of shares throughout their term of office. The threshold to be reached by the end of 2024 for the CEO is 2,200 shares and for the other executive committee members 1,200 shares.
| Name, Position | Number of shares as at 31.12.2021 |
|---|---|
| Jean-Pierre Hanin – Managing director - Chief Executive Officer | 3,994 |
| Françoise Roels – Executive director - Chief Corporate Affairs & Secretary General | 4,590 |
| Jean Kotarakos – Executive director - Chief Financial Officer | 1,646 |
| Sébastien Berden – Chief Operating Officer Healthcare | 934 |
| Yeliz Bicici – Chief Operating Officer Offices & Real Estate Development | 994 |
For information purposes, the ratio between the CEO’s total remuneration in 2021 and the lowest remuneration among employees, expressed on a full-time equivalent basis, is 14. Similarly, the ratio between the 2021 total annual remuneration and the median total annual compensation of all employees (excluding the CEO) is 7.8. Finally, the median increase percentage of the total annual remuneration for all employees (excluding the CEO) is 5.66 %. These data were calculated taking into account the gross monthly salaries of employees on a full-time equivalent basis.
STOCK BASED REMUNERATION
As of 2017, the company no longer grants rights to acquire shares (stock option plan) and as of 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 216-219).
SEVERANCE PAYMENTS
The provisions relating to severance payments are included in the remuneration policy. No severance fees were paid to any member of the executive committee during the 2021 financial year.
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 2021 financial year, these restitution rights were not exercised.
DEVIATIONS FROM THE REMUNERATION POLICY
In the 2021 financial year, there were no deviations from the remuneration policy as approved by the ordinary general meeting of 13.05.2020.
SHAREHOLDERS’ VOTE
On 12.05.2021, the ordinary general meeting approved, by separate vote, the compensation report presented for the financial year ending on 31.12.2020 with the following proportions of votes : 11.647.345 ‘in favour’, i.e. 86.40 % of votes cast, 1.845.851 ‘against’, i.e. 13.64 % of votes cast and 44,372 ‘abstentions’.
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 variations in the compensation of non-executive directors in other years are usually explained by the higher or lower number of meetings and the attendance rates in the years concerned. In 2020, the total remuneration of non-executive directors decreased by 28.8 %, 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 % to finance a solidarity action in the context of the COVID-19 pandemic.
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.## 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 for the first time in 2006. The company has decided not to grant any more stock options as of 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.
Stock option remuneration exercised in 2021
| Name, Position | Main provisions of the stock appreciation rights plan | Main provisions of the stock option plan | Opening balance sheet | In the course of the year | Closing balance sheet |
|---|---|---|---|---|---|
| 1. Identification of the plan | |||||
| 2. Date of proposal | |||||
| 3. Acquisition date | |||||
| 4. End of the retention period | |||||
| 5. Exercise period | |||||
| 6. Exercise price | |||||
| 7. Number of options at the beginning of the year | |||||
| 8. a) Number of options proposed | |||||
| b) Value of the underlying stocks on the date of proposal | |||||
| 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 | |||||
| 10. Number of options offered but not yet exercised | |||||
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | SOP 2016 | 30.06.2016 | 30.06.2019 | - | 01.07.2019 - 15.06.2026 |
| 108.44 € | 1,600 | - | 1,600 | ||
| SOP 2015 | 30.06.2015 | 30.06.2018 | - | 01.07.2015 - 16.06.2025 | |
| 95.03 € | 1,600 | - | 1,600 | ||
| SOP 2008 | 12.06.2008 | 12.06.2011 | - | 13.06.2011 - 12.06.2023 | |
| 122.92 € | 1,000 | - | |||
| a) 1.000 | |||||
| b) 52.470 | |||||
| c) 122.920 | |||||
| d) 70.450 | 0 | ||||
| SOP 2007 | 12.06.2007 | 12.06.2010 | - | 13.06.2010 - 12.06.2022 | |
| 143.66 € | 1,000 | - | |||
| a) 1.000 | |||||
| b) 35.790 | |||||
| c) 143.660 | |||||
| d) 107.870 | 0 | ||||
| Total | 5,200 | - | |||
| a) 2.000 | |||||
| b) 88.260 | |||||
| c) 266.580 | |||||
| d) 178.320 | 3,200 | ||||
| Yeliz Bicici Chief Operating Officer | Offices & Real Estate Development | SOP 2015 | 30.06.2015 | 30.06.2018 | - |
| 01.07.2015 - 16.06.2025 | 95.03 € | 200 | - | ||
| 200 | |||||
| SOP 2014 | 30.06.2014 | 30.06.2019 | - | 01.07.2014 - 16.06.2024 | |
| 88.75 € | 200 | - | 200 | ||
| Total | 400 | - | 400 |
216 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 for the first time in 2006. The company has decided not to grant any more stock options as of 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.
Stock option remuneration exercised in 2021
| Name, Position | Main provisions of the stock appreciation rights plan | Main provisions of the stock option plan | Opening balance sheet | In the course of the year | Closing balance sheet |
|---|---|---|---|---|---|
| 1. Identification of the plan | |||||
| 2. Date of proposal | |||||
| 3. Acquisition date | |||||
| 4. End of the retention period | |||||
| 5. Exercise period | |||||
| 6. Exercise price | |||||
| 7. Number of options at the beginning of the year | |||||
| 8. a) Number of options proposed | |||||
| b) Value of the underlying stocks on the date of proposal | |||||
| 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 | |||||
| 10. Number of options offered but not yet exercised | |||||
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | SOP 2016 | 30.06.2016 | 30.06.2019 | - | 01.07.2019 - 15.06.2026 |
| 108.44 € | 1,600 | - | 1,600 | ||
| SOP 2015 | 30.06.2015 | 30.06.2018 | - | 01.07.2015 - 16.06.2025 | |
| 95.03 € | 1,600 | - | 1,600 | ||
| SOP 2008 | 12.06.2008 | 12.06.2011 | - | 13.06.2011 - 12.06.2023 | |
| 122.92 € | 1,000 | - | |||
| a) 1.000 | |||||
| b) 52.470 | |||||
| c) 122.920 | |||||
| d) 70.450 | 0 | ||||
| SOP 2007 | 12.06.2007 | 12.06.2010 | - | 13.06.2010 - 12.06.2022 | |
| 143.66 € | 1,000 | - | |||
| a) 1.000 | |||||
| b) 35.790 | |||||
| c) 143.660 | |||||
| d) 107.870 | 0 | ||||
| Total | 5,200 | - | |||
| a) 2.000 | |||||
| b) 88.260 | |||||
| c) 266.580 | |||||
| d) 178.320 | 3,200 | ||||
| Yeliz Bicici Chief Operating Officer | Offices & Real Estate Development | SOP 2015 | 30.06.2015 | 30.06.2018 | - |
| 01.07.2015 - 16.06.2025 | 95.03 € | 200 | - | ||
| 200 | |||||
| SOP 2014 | 30.06.2014 | 30.06.2019 | - | 01.07.2014 - 16.06.2024 | |
| 88.75 € | 200 | - | 200 | ||
| Total | 400 | - | 400 |
217 CORPORATE GOVERNANCE STATEMENT
8. REMUNERATION REPORT
Remuneration in stock appreciation rights
| Name, Position | Main provisions of the stock appreciation rights plan | Main provisions of the stock appreciation rights plan | Opening balance sheet | In the course of the year | Closing balance sheet |
|---|---|---|---|---|---|
| 1. Identification of the plan | |||||
| 2. Date of proposal | |||||
| 3. Acquisition date | |||||
| 4. End of the retention period | |||||
| 5. Exercise period | |||||
| 6. Fair value at the date of acquisition | |||||
| 7. Number of stock appreciation rights at the beginning of the year | |||||
| 8. a) Number of stock appreciation rights proposed | |||||
| b) Value of the stock appreciation rights at the date of proposal | |||||
| 9. a) Number of stock appreciation rights granted | |||||
| b) Value of the stock appreciation rights on the acquisition date | |||||
| c) Value at exercise price | |||||
| d) Capital gain on acquisition date | |||||
| 10. Number of options offered but not yet exercised | |||||
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 - 01.07.2030 |
| 108.02 EUR | 1,600 | - | 1,600 | ||
| SAR 2018 | 30.06.2018 | 01.07.2021 | - | 01.07.2021 - 16.06.2031 | |
| 106.52 EUR | 1,600 | - | 1,600 | ||
| Total | 3,200 | - | 3,200 | ||
| Sébastien Berden Chief Operating Officer | Healthcare | SAR 2017 | 30.06.2017 | 01.07.2020 | - |
| 01.07.2020 - 01.07.2030 | 108.02 EUR | 250 | - | ||
| 250 | |||||
| Total | 250 | - | 250 | ||
| Yeliz Bicici Chief Operating Officer | Offices & Real Estate Development | SAR 2017 | 30.06.2017 | 01.07.2020 | - |
| 01.07.2020 - 01.07.2030 | 108.02 EUR | 250 | - | ||
| 250 | |||||
| Total | 250 | - | 250 |
b) Stocks or stock-based instruments
Stock appreciation rights plan
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. On 28.06.2018, the Board of Directors decided, for the last time and to ensure a continuity principle, to grant 1,600 SAR to Ms Françoise Roels. 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 management. No targets were set in this respect. The Board of Directors therefore considered that this compensation 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 termination 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. 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 exercising of SARs in 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.# COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Remuneration in stock appreciation rights
| Name, Position | Main provisions of the stock appreciation rights plan # Management of operational risk 238
Note 4. Acquisitions of subsidiaries 239
Note 5. Segment information 240
Note 6. Rental income and rental-related expenses 248
Note 7. Net redecoration expenses 249
Note 8. Charges and taxes not recovered from the tenant on let properties 249
Note 9. Technical costs 250
Note 10. Commercial costs 250
Note 11. Management costs 250
Note 12. Gains or losses on disposals of investment properties and other non-financial assets 252
Note 13. Changes in fair value of investment properties 252
Note 14. Other result on the portfolio 252
Note 15. Financial income 252
Note 16. Net interest charges 253
Note 17. Other financial charges 253
Note 18. Changes in the fair value of financial assets and liabilities 253
Note 19. Corporate tax and exit tax 254
Note 20. Net result per share - group share 254
Note 21. Goodwill 256
Note 22. Investment properties 258
Note 23. Breakdown of the changes in the fair value of investment properties 268
Note 24. Intangible assets and other tangible assets 268
Note 25. Financial instruments 269
Note 26. Non-current financial assets and finance lease receivables 279
Note 27. Assets held for sale 279
Note 28. Current trade receivables 280
Note 29. Tax receivables and other current assets 280
Note 30. Deferred charges and accrued income – assets 281
Note 31. Provisions 281
Note 32. Deferred taxes 281
Note 33. Trade debts and other current debts 282
Note 34. Accrued charges and deferred income – liabilities 282
Note 35. Non-cash charges and income 282
Note 36. Changes in working capital requirements 283
Note 37. Evolution of the portfolio per segment during the financial year 283
Note 38. Off-balance sheet rights and commitments 285
Note 39. Ongoing development projects 287
Note 40. Consolidation criteria and scope 287
Note 41. Sales options permitted for non-controlling shareholders 296
Note 42. Payments based on shares 297
Note 43. Average number of people linked by an employment contract or by a permanent service contract 297
Note 44. Related-party transactions 297
Note 45. Events after closing date 298
Note 46. Climate-related aspects 299
Statutory Auditor’s report on the consolidated financial statements 300
Financial statutory statements 304
Statutory auditor’s report on the financial statutory statements 312
ANNUAL ACCOUNTS 223
CONSOLIDATED ACCOUNTS
Consolidated comprehensive result (income statement)
(x 1,000 EUR)
| Notes | 2021 | 2020 |
|---|---|---|
| A. NET RESULT | ||
| Rental income | 6 | 292,349 |
| Writeback of lease payments sold and discounted | 6 | 7,262 |
| Rental-related expenses | 6 | -3 |
| Net rental income | 5, 6 | 299,607 |
| Recovery of property charges | 7 | 411 |
| Recovery income of charges and taxes normally payable by the tenant on let properties | 8 | 40,788 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | 7 | -1,987 |
| Charges and taxes normally payable by the tenant on let properties | 8 | -44,934 |
| Property result | 293,885 | |
| Technical costs | 9 | -6,628 |
| Commercial costs | 10 | -2,967 |
| Taxes and charges on unlet properties | -3,188 | |
| Property management costs | 11 | -27,849 |
| Property charges | -40,632 | |
| Property operating result | 253,253 | |
| Corporate management costs | 11 | -11,935 |
| Operating result before result on the portfolio | 241,318 | |
| Gains or losses on disposals of investment properties | 5, 12 | 7,768 |
| Gains or losses on disposals of other non-financial assets | 5, 12 | 0 |
| Changes in fair value of investment properties | 5, 13, 22, 23 | 34,506 |
| Other result on the portfolio | 5, 14 | -34,715 |
| Operating result | 248,877 | |
| Financial income | 15 | 11,692 |
| Net interest charges | 16 | -27,343 |
| Other financial charges | 17 | -1,005 |
| Changes in the fair value of financial assets and liabilities | 18 | 40,968 |
| Financial result | 24,312 | |
| Share in the result of associates and joint ventures | 40 | 2,305 |
| Pre-tax result | 275,493 | |
| Corporate tax | 19 | -10,546 |
| Exit tax | 19 | -1,945 |
| Taxes | -12,491 | |
| Net result | 263,002 | |
| Minority interests | 40 | -2,666 |
| NET RESULT - GROUP SHARE | 260,337 | |
| (in EUR) | ||
| Net result per share - group share | 20 | 8.78 |
| Diluted net result per share - group share | 20 | 8.68 |
ANNUAL ACCOUNTS 224
COFINIMMO DOCUMENT D’ENREGISTREMENT UNIVERSEL 2021
(x 1,000 EUR)
| Notes | 2021 | 2020 |
|---|---|---|
| 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 | |
| Impact of the recycling on the income statement of hedging instruments for which relationship with the hedged risk was terminated | 18 | 0 |
| Share in the other elements of the comprehensive result of associates/joint ventures | 0 | |
| Convertible bonds | 25 | 1,873 |
| Currency translation differences linked to conversion of foreign activities | 424 | |
| Other elements of the comprehensive result | 2,298 | |
| Minority interests | 40 | 0 |
| OTHER ELEMENTS OF THE COMPREHENSIVE RESULT - GROUP SHARE | 2,298 |
(x 1,000 EUR)
| Notes | 2021 | 2020 |
|---|---|---|
| C. COMPREHENSIVE RESULT | ||
| Comprehensive result | 265,300 | |
| Minority interests | 40 | -2,666 |
| COMPREHENSIVE RESULT - GROUP SHARE | 262,634 |
ANNUAL ACCOUNTS 225
Consolidated statement of financial position (balance sheet)
(x 1,000 EUR)
| Notes | 2021 | 2020 |
|---|---|---|
| Non-current assets | 5,985,532 | |
| Goodwill | 5, 21 | 41,627 |
| Intangible assets | 24 | 2,487 |
| Investment properties | 5, 22 | 5,669,990 |
| Other tangible assets | 24 | 2,019 |
| Non-current financial assets | 25, 26 | 36,145 |
| Finance lease receivables | 26 | 147,999 |
| Trade receivables and other non-current assets | 1,687 | |
| Deferred taxes | 3,918 | |
| Participations in associates and joint ventures | 40 | 79,661 |
| Current assets | 191,421 | |
| Assets held for sale | 5, 27 | 39,846 |
| Current financial assets | 0 | |
| Finance lease receivables | 26 | 3,667 |
| Trade receivables | 28 | 34,835 |
| Tax receivables and other current assets | 29 | 50,568 |
| Cash and cash equivalents | 19,857 | |
| Accrued charges and deferred income | 30 | 42,648 |
| TOTAL ASSETS | 6,176,953 | |
| Shareholders’ equity | 3,287,533 | |
| Shareholders’ equity attributable to shareholders of parent company | 3,233,274 | |
| Capital p. 216-217 | 1,698,517 | |
| Share premium account p. 216-217 | 916,019 | |
| Reserves p. 216-217 | 358,402 | |
| Net result for the financial year p. 216-217 | 260,337 | |
| Minority interests | 40 | 54,259 |
| Liabilities | 2,889,420 | |
| Non-current liabilities | 1,616,425 | |
| Provisions | 31 | 27,220 |
| Non-current financial debts | 25 | 1,467,877 |
| Banks | 25 | 771,827 |
| Other | 25 | 696,050 |
| Other non-current financial liabilities | 25 | 66,305 |
| Deferred taxes | 32 | 55,022 |
| Exit tax | 32 | 0 |
| Other | 32 | 55,022 |
| Current liabilities | 1,272,995 | |
| Current financial debts | 25 | 1,100,189 |
| Banks | 25 | 126,830 |
| Other | 25 | 973,358 |
| Other current financial liabilities | 25 | 310 |
| Trade debts and other current debts | 33 | 148,911 |
| Exit tax | 33 | 6,704 |
| Other | 33 | 142,207 |
| Accrued charges and deferred income | 34 | 23,585 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,176,953 |
ANNUAL ACCOUNTS 226
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Calculation of debt-to-assets ratio
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Non-current financial debts | 1,467,877 | 1,246,850 |
| Other non-current financial liabilities (except for hedging instruments) | + 11,678 | 10,644 |
| Current financial debts | + 1,100,189 | 1,036,612 |
| Trade debts and other current debts | + 148,911 | 126,637 |
| Total debt = | 2,728,655 | 2,420,743 |
| Total assets | 6,176,953 | 5,253,614 |
| Hedging instruments | - 7,541 | 382 |
| Total assets (except hedging instruments) | / 6,169,412 | 5,253,233 |
| DEBT-TO-ASSETS RATIO = | 44.23 % | 46.08 % |
Consolidated statement of cash flows
(x 1,000 EUR)
| Notes | 2021 | 2020 | |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 48,642 | 31,569 | |
| OPERATING ACTIVITIES | |||
| Net result for the period | 260,337 | 119,222 | |
| Adjustments for interest charges and income | 16,401 | 17,020 | |
| Adjustments for gains and losses on disposal of property assets | -7,768 | -4,583 | |
| Adjustments for non-cash charges and income | 35 | -53,305 | 46,337 |
| Changes in working capital requirements | 36 | -15,223 | 1,534 |
| Cash flow resulting from operating activities | 200,442 | 179,530 | |
| INVESTMENT ACTIVITIES | |||
| Investments in intangible assets and other tangible assets | -1,518 | -1,907 | |
| Acquisitions of investment properties | 37 | -281,574 | -163,386 |
| Extensions of investment properties | 37 | -82,505 | -33,550 |
| Investments in investment properties | 37 | -17,906 | -33,859 |
| Acquisitions of consolidated subsidiaries | 4 | -459,964 | -292,389 |
| Acquisitions of associates and joint ventures | 9,491 | 69,172 | |
| Disposals of investment properties | 37 | 60,147 | 9,310 |
| Disposals of assets held for sale | 37 | 61,322 | 33,900 |
| Disposals of other assets | 0 | 0 | |
| Payment of exit tax | -1,167 | -16,976 | |
| Finance lease receivables | 3,138 | 2,237 | |
| Other cash flows from investment activities | -15,919 | 630 | |
| Cash flow resulting from investment activities | -745,436 | -565,161 | |
| FINANCING ACTIVITIES | |||
| Capital increase | 177,850 | 0 | |
| Acquisitions/disposals of treasury shares | 967 | 663 | |
| Dividends paid to shareholders | -107,093 | -101,160 | |
| Transactions with mandatory convertible bond (MCB)-holders | 40 | -26,616 | -3,009 |
| Dividends paid to minority shareholders | 40 | -1,199 | -1,296 |
| Increase of financial debts | 485,791 | 525,476 | |
| Decrease of financial debts | -464 | -365 | |
| Financial income received | 15,633 | 8,186 | |
| Financial charges paid | -28,093 | -25,206 | |
| Other cash flows from financing activities | -568 | -586 | |
| Cash flow resulting from financing activities | 516,209 | 402,705 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 19,857 | 48,642 |
ANNUAL ACCOUNTS 227
Consolidated statement of changes in shareholders’ equity
(x 1,000 EUR)
| At 31.12.2019 | Allocation of 2019 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 31.12.2020 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,385,227 | 0 | 0 | 64,983 | 0 | 0 | 0 | 0 | 0 | 1,450,210 |
| Share |
At 31.12.2019
| Allocation of 2019 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 31.12.2020 | |
|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,385,227 | 0 | 0 | 64,983 | 0 | 0 | 0 | 0 | 0 |
| Share premiums | 727,330 | 0 | 0 | 77,227 | 0 | 0 | 0 | 0 | 0 |
| Reserves | 134,163 | 204,615 | -145,036 | 0 | 663 | 0 | 0 | 6,381 | 0 |
| Reserve of the balance of changes in fair value of property assets | -871 | 100,321 | 0 | 0 | 0 | 0 | 44,501 | -126,398 | 1 |
| Reserve of estimated transfer rights resulting from the hypothetical disposal of investment properties | -104,263 | -21,524 | 0 | 0 | 0 | 0 | -611 | 126,398 | 1 |
| 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 | 0 | 0 | 0 | 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 | -24,394 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Distributable reserve | 254,024 | 149,707 | -145,036 | 0 | 0 | 0 | -43,890 | -1,129 | 0 |
| Non-distributable reserve | 4,345 | 505 | 0 | 0 | 0 | 0 | 0 | -212 | 0 |
| Reserve for treasury shares | -3,645 | 0 | 0 | 0 | 663 | 0 | 0 | 0 | 0 |
| Reserve for change in fair value of convertible bond attributable to change in 'own' credit risk | -11,627 | 0 | 0 | 0 | 0 | 0 | 0 | 7,721 | 0 |
| Net result of the financial year | 204,615 | -204,615 | 0 | 0 | 0 | 0 | 0 | 0 | 119,222 |
| Total shareholders’ equity attributable to shareholders of the parent company | 2,451,335 | 0 | -145,036 | 142,211 | 663 | 0 | 0 | 6,381 | 119,222 |
| Minority interests | 82,625 | 0 | -4,306 | 0 | 0 | 0 | 0 | -144 | -3,588 |
| TOTAL SHAREHOLDERS' EQUITY | 2,533,960 | 0 | -149,342 | 142,211 | 663 | 0 | 0 | 6,237 | 115,633 |
At 31.12.2020
| Allocation of 2020 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 31.12.2021 | |
|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,450,210 | 0 | 0 | 248,306 | 0 | 0 | 0 | 0 | 0 |
| Share premiums | 804,557 | 0 | 0 | 313,673 | 0 | 0 | -202,211 | 0 | 0 |
| Reserves | 200,786 | 119,222 | -171,169 | 0 | 967 | 0 | 202,211 | 6,385 | 0 |
| Reserve of the balance of changes in fair value of property assets | 17,553 | -13,861 | 0 | 0 | 0 | 0 | -3,632 | 0 | 0 |
| Reserve of estimated transfer rights resulting from the hypothetical disposal of investment properties | 0 | 0 | 0 | 0 | 0 | 0 | 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 applied | 0 | 0 | 0 | 0 | 0 | 0 | 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 | -28,195 | -20,448 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Distributable reserve | 213,678 | 152,215 | -171,169 | 0 | 0 | 0 | 203,820 | 4,698 | 0 |
| Non-distributable reserve | 4,638 | 1,315 | 0 | 0 | 0 | 0 | 0 | -611 | 0 |
| Reserve for treasury shares | -2,982 | 0 | 0 | 0 | 967 | 0 | 0 | 0 | 0 |
| Reserve for currency translation dierences linked to conversion of foreign activities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 424 | 0 |
| Reserve for change in fair value of convertible bond attributable to change in ‘own’ credit risk | -3,906 | 0 | 0 | 0 | 0 | 0 | 2,033 | 1,873 | 0 |
| Net result of the financial year | 119,222 | -119,222 | 0 | 0 | 0 | 0 | 0 | 0 | 260,337 |
| Total shareholders’ equity attributable to shareholders of the parent company | 2,574,775 | 0 | -171,169 | 561,979 | 967 | 0 | 0 | 6,385 | 260,337 |
| Minority interests | 74,587 | 0 | -4,374 | 0 | 0 | 0 | 0 | -18,620 | 2,666 |
| TOTAL SHAREHOLDERS' EQUITY | 2,649,362 | 0 | -175,543 | 561,979 | 967 | 0 | 0 | -12,235 | 263,002 |
ANNUAL ACCOUNTS 228
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- In accordance with FSMA circular dated 02.07.2020.
Note 1. General information
Cofinimmo SA/NV (the ‘company’) is a Belgian public RREC (regulated real estate company) with registered oces at 1200 Brussels (Boulevard de la Woluwe/Woluwedal 58). The consolidated financial statements of the company for the financial year ending on 31.12.2021 comprise the company and its subsidiaries (the ‘group’). The consolidation scope has evolved since 31.12.2020. Cofinimmo acquired the shares of 18 companies, created 11 new subsidiaries and acquired interests in one associate. The consolidation scope at 31.12.2021 is presented in Note 40. The consolidated financial and statutory statements were adopted by the board of directors on 14.03.2022 and will be submitted to the general meeting on 11.05.2022. 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 2020 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 (IFRS), 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 2020 financial year. The preparation of the financial statements requires the company to make significant judgments that aect the application of account- ing 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 dier 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 docu - ment may dier 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 participation 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.
NOTES TO THE CONSOLIDATED ACCOUNTS
ANNUAL ACCOUNTS 230
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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
The group has two subsidiaries whose financial accounts are prepared in foreign currencies (GBP).
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. However, in the group’s consolidated financial statements, exchange differences relating to the translation of items qualifying as net investments in foreign operations are recognised in ‘Other comprehensive income’.
III Exchange rate
The exchange rates used in the company’s consolidated accounts for the year ended 31.12.2021 are as follows:
* Rate at closing on 31.12.2021 = 0.84028
* Average rate over the financial year = 0.85224
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
The convertible bond does not qualify in whole or in part as an equity instrument. The instrument contains embedded derivatives. In order to facilitate this instrument’s valuation, Cofinimmo 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.
ANNUAL ACCOUNTS 231## 232 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 15 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. It may apply to land built or not.
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 at 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:
$$ \text{RFV}{\text{year } n} - \text{RFV}{\text{year } n-1} = \text{NRFV}{\text{year } n} - \text{NRFV}{\text{year } n-1} $$
$$ \text{Cumulative change year } n = \text{Cumulative change year } n-1 + (\text{NRFV}{\text{year } n} - \text{NRFV}{\text{year } n-1}) $$
In which:
* RFV: 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).
A. Lease liability
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;
- fixtures: 8-10 years;
- IT hardware: 3-4 years;
- software: 4 years.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.
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.
ANNUAL ACCOUNTS 234 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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.
V Contribution of the office portfolio into the Cofinimmo Offices subsidiary
On 29.10.2021, the ‘offices’ branch of Cofinimmo SA/NV has been contributed to Cofinimmo Offices SA/NV, a wholly-owned subsidiary of Cofinimmo SA/NV. The contribution includes all the assets, liabilities, rights and obligations relating to the said branch. The contribution therefore referred in particular to the ‘offices’ investment properties directly held by Cofinimmo SA/NV, the participations in the subsidiaries which themselves hold office properties, the financial debts, the other assets and liabilities linked to the operation of the offices, the contracts in progress linked to the operation of the offices as well as the staff dedicated to the operation of these properties. In the context of the contribution of balance sheet items valued at fair value (mainly investment properties), the fair value reserves (in Cofinimmo SA/ NV’s equity) relating to the balance sheet items contributed have been transferred to the fair value reserves relating to the investments in subsidiaries (in Cofinimmo SA/NV’s equity), in accordance with the interpretation CNC 2009/15 of the (Belgian) Accounting Standards Committee “The accounting treatment of the contribution of a branch or of a universality of assets”. Consequently, the equity of Cofinimmo Offices SA/NV at the time of the contribution does not include any fair value reserves relating to the balance sheet items contributed by Cofinimmo SA/NV. This point of presentation has no effect either on the total amount of the equity or on the total amount of the reserves of Cofinimmo Offices SA/NV. Furthermore, it has had no effect on the group’s consolidated equity and reserves.
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.
ANNUAL ACCOUNTS 235
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 collected 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 non-RREC Belgian company as a RREC or of the 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 independent 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 independent 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 independent real estate valuers in the group’s consolidated accounts (see Note 22). It should be noted that as a result of the increase in the rate of registration fees in Flanders (from 10 to 12 % as at 01.01.2022), registration fees of 12 % for the Pubstone portfolio have been taken into account by the independent real estate valuers in determining the fair value as at 31.12.2021. 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).
II Financial instruments
The fair value of the group’s financial instruments is calculated on the basis of the market values in the Bloomberg 1 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 acquired is based on the value determined by the independent real estate valuers (further details are provided in Note 40).
- 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
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 booked writedowns on trade receivables for approximately 2.0 million EUR in 2020, without equivalent in 2021. 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 Belgian centres (largely closed since end October 2020) and the German centres (almost completely closed since early November 2020) reopened in June 2021. Since then, their operational performance is globally higher than the expectations, which had been reviewed to take the sanitary measures into account. However, the current wave of contamination resurgence calls for caution;
- in the property of distribution segment, the Pubstone portfolio of pubs and restaurants in Belgium and the Netherlands accounts for less than 10 % of the group’s contractual rents.# 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 oce segment. The property management team is responsible for swiftly resolving tenant complaints, while the letting team maintains regular contact with them so as to oer 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. Losses on lease receivables net of recoveries represent 0.059 % of total turnover over the period 1996-2021. An important deterioration in the general economic situation is likely to magnify losses on lease receivables. 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 oce 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 facilities and the property of distribution networks assets are almost occupied at 100 %. The first ones are rented to oper- ator 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 calamities is assured for a total reconstruction value of 2,159.82 million EUR ¹ , compared to a fair value of the insured investment property of 2,271.11 million EUR as at 31.12.2021, which includes 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
| Company | Acquisition date | Number of entities | Segment | Country | % of ownership by Cofinimmo group on 31.12.2021 - global consolidation | Direct or indirect acquisition by Cofinimmo SA/NV | Building valuation to determine the acquired securities’ value (x 1,000,000 EUR) |
|---|---|---|---|---|---|---|---|
| KIINTEISTÖ Oy VANTAAN HARRIKUJA 8 | 21.01.21 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 12 |
| RHEASTONE 3 S.A. (ex. Immo WZC Genappe BV) | 12.02.21 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 19 |
| KIINTEISTÖ Oy TURUN SKANSSIN AURORA | 01.04.21 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 15 |
| KIINTEISTÖ Oy YLOJARVEN TAIMTIE 3 & KIINTEISTÖ Oy TURUN LINNANHERRA | 01.04.21 | 2 | Healthcare real estate | Finland | 100 % | Indirect | 12 |
| LAGUNE IPM S.L.U. & LAGUNE Island Baleares IPM 2 S.L.U. | 06.05.21 | 2 | Healthcare real estate | Spain | 100 % | Indirect | 150 |
| ACHESO LAGUNE & ACHESO LAGUNE 2 | 06.05.21 | 2 | Healthcare real estate | Italy | 93 % | Indirect | 190 |
| RHEASTONE 4 S.A. (ex. Immo WZC Juprelle BV) | 30.06.21 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 19 |
| SALZA VERWALTUNGS GmbH | 30.06.21 | 1 | Healthcare real estate | Germany | 95 % | Indirect | 22 |
| RHEASTONE 5 S.A. ex. Immo WZC Oudenburg BV) | 13.10.21 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 11 |
| KIINTEISTÖ Oy HELSINGIN SVENGI | 21.10.21 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 19 |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKALTIO | 17.11.21 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 8 |
| OUVRE-TOIT SCI | 29.11.21 | 1 | Healthcare real estate | France | 100 % | Direct | 16 |
| KIINTEISTÖ Oy KUOPION Aallonmurtajankatu 3-5 | 10.12.21 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 17 |
| SUPERSTONE 6 NV (ex. De Vastgoedexploitant BV) | 16.12.21 | 1 | Healthcare real estate | The Netherlands | 100 % | Direct | 13 |
| TRAM NEW | 21.12.21 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 18 |
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 This amount only includes assets for which the group pays the insurance premium directly. This does not include insurances taken during the works nor those borne by the occupants.
² Of which 11 assets under freehold (for approximately 105 million EUR) accounted for as operating leases.
Note 5. Segment information
At fair value, healthcare real estate represents 66.5 % of assets, oces 24.2 %, property of distribution networks 9.3 % (the dierent real estate sectors are described on pages 32 to 69). One client represents more than 10 % of the contractual rent : the Korian group in the healthcare real estate sector, for 46 million EUR.
Segment information (x 1,000 EUR) - Overall portfolio
INCOME STATEMENT Healthcare real estate Property of distribution networks Oces Unallocated amounts Total
| AS AT 3112 2021 | 2021 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|
| Net rental income | 184,045 | 36,658 | 78,904 | 299,607 | |
| Property result after direct property costs | 176,978 | 34,541 | 69,583 | 281,102 | |
| Property management costs | -27,849 | -27,849 | |||
| Corporate management costs | -11,935 | -11,935 | |||
| Gains or losses on disposals of investment properties and other non-financial assets | 216 | 2,348 | 5,203 | 7,768 | |
| Changes in fair value of investment properties | 28,931 | -6,813 | 12,389 | 34,506 | |
| Other result on the portfolio | -26,540 | -6,554 | -1,607 | -13 | -34,715 |
| Operating result | 179,584 | 23,522 | 85,568 | -39,797 | 248,877 |
| Financial result | 24,312 | 24,312 | |||
| Share in the result of associates and joint ventures | 2,305 | 2,305 | |||
| Taxes | -12,491 | -12,491 | |||
| NET RESULT | 263,002 | ||||
| Net result - group share | 260,337 |
INCOME STATEMENT Healthcare real estate Property of distribution networks Oces Unallocated amounts Total
| AS AT 3112 2020 | 2020 | 2020 | 2020 | 2020 | |
|---|---|---|---|---|---|
| Net rental income | 145,809 | 37,263 | 75,863 | 258,935 | |
| Property result after direct property costs | 142,085 | 35,500 | 67,211 | 244,796 | |
| Property management costs | -23,579 | -23,579 | |||
| Corporate management costs | -10,105 | -10,105 | |||
| Gains or losses on disposals of investment properties and other non-financial assets | 25 | 2,066 | 2,491 | 4,583 | |
| Changes in fair value of investment properties | -16,032 | -11,690 | 14,026 | -13,696 | |
| Other result on the portfolio | -13,768 | -16,214 | -403 | -30,385 |
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Healthcare real estate | Property of distribution networks | Oces | Unallocated amounts | Total |
|---|---|---|---|---|---|
| 2021 | |||||
| Assets | |||||
| Goodwill | 41,627 | 41,627 | |||
| Investment properties of which : | 3,785,529 | 526,927 | 1,357,534 | 5,669,990 | |
| Development projects | 179,198 | 6,482 | 67,245 | 252,926 | |
| Assets held for own use | 6,883 | 6,883 | |||
| Assets held for sale | 3,090 | 13,200 | 23,556 | 39,846 | |
| Other assets | 425,490 | 425,490 | |||
| TOTAL ASSETS | 6,176,953 | ||||
| Shareholders’ equity and liabilities | |||||
| Shareholders’ equity | 3,287,533 | ||||
| Shareholders’ equity attributable to shareholders of parent company | 3,233,274 | ||||
| Minority interests | 54,259 | ||||
| Liabilities | 2,889,420 | ||||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,176,953 |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Healthcare real estate | Property of distribution networks | Oces | Unallocated amounts | Total |
|---|---|---|---|---|---|
| 2020 | |||||
| Assets | |||||
| Goodwill | 46,827 | 46,827 | |||
| Investment properties of which : | 2,882,091 | 547,947 | 1,435,543 | 4,865,581 | |
| Development projects | 75,672 | 57,148 | 132,820 | ||
| Assets held for own use | 6,418 | 6,418 | |||
| Assets held for sale | 3,320 | 3,320 | |||
| Other assets | 337,886 | 337,886 | |||
| TOTAL ASSETS | 5,253,614 | ||||
| Shareholders’ equity and liabilities | |||||
| Shareholders’ equity | 2,649,362 | ||||
| Shareholders’ equity attributable to shareholders of parent company | 2,574,775 | ||||
| Minority interests | 74,587 | ||||
| Liabilities | 2,604,252 | ||||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 5,253,614 |
Segment information (x 1,000 EUR) - Healthcare real estate
INCOME STATEMENT
| AS AT 3112 | Belgium | France | The Netherlands | Germany | Others ¹ | Total |
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Net rental income | 80,046 | 28,733 | 21,597 | 35,774 | 17,896 | 184,045 |
| Property result after direct property costs | 78,634 | 28,524 | 19,504 | 33,262 | 17,054 | 176,978 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 146 | 70 | 216 | |||
| Changes in fair value of investment properties | 1,330 | -8,802 | 7,546 | 32,836 | -3,980 | 28,931 |
| Other result on the portfolio | -7,293 | -1,559 | 1,102 | -8,170 | -10,620 | -26,540 |
| Operating result | 72,817 | 18,233 | 28,152 | 57,928 | 2,454 | 179,584 |
| Financial result | ||||||
| Share in the result of associates and joint ventures | ||||||
| Taxes | ||||||
| Net result | ||||||
| Net result - group share |
Segment information (x 1,000 EUR) - Healthcare real estate
INCOME STATEMENT
| AS AT 3112 | Belgium | France | The Netherlands | Germany | Others ² | Total |
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Net rental income | 68,855 | 26,982 | 19,169 | 30,382 | 420 | 145,809 |
| Property result after direct property costs | 68,542 | 26,754 | 17,403 | 28,979 | 408 | 142,085 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 23 | 2 | 25 | |||
| Changes in fair value of investment properties | 7,114 | -12,041 | -9,231 | -1,075 | -801 | -16,032 |
| Other result on the portfolio | -1,738 | -860 | -314 | -10,052 | -805 | -13,768 |
| Operating result | 73,942 | 13,853 | 7,860 | 17,852 | -1,198 | 112,309 |
| Financial result | ||||||
| Share in the result of associates and joint ventures | ||||||
| Taxes | ||||||
| Net result | ||||||
| Net result - group share |
¹ i.e. Spain, Finland, Ireland, Italy and the United Kingdom.
² In 2020, the section ‘Others’ consisted of Spain and Finland.
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Belgium | France | The Netherlands | Germany | Others ¹ | Total |
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Assets | ||||||
| Goodwill | ||||||
| Investment properties of which : | 1,601,136 | 443,290 | 433,590 | 653,550 | 653,963 | 3,785,529 |
| Development projects | 25,073 | 25,500 | 14,600 | 700 | 113,325 | 179,198 |
| Assets held for own use | ||||||
| Assets held for sale | 13,200 | 13,200 | ||||
| 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 |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Belgium | France | The Netherlands | Germany | Others ² | Total |
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Assets | ||||||
| Goodwill | ||||||
| Investment properties of which : | 1,455,553 | 392,690 | 346,220 | 597,840 | 89,788 | 2,882,091 |
| Development projects | 854 | 7,190 | 690 | 66,938 | 75,672 | |
| Assets held for own use | ||||||
| Assets held for sale | ||||||
| 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 i.e. Spain, Finland, Ireland, Italy and the United Kingdom.
² In 2020, the section ‘Others’ consisted of Spain and Finland.
Segment information (x 1,000 EUR) - Property of distribution networks
INCOME STATEMENT
| AS AT 3112 | Pubstone Belgium | Other Belgium | Pubstone Netherlands | Cofinimur I France | Total |
|---|---|---|---|---|---|
| 2021 | |||||
| Net rental income | 19,119 | 305 | 9,993 | 7,241 | 36,658 |
| Property result after direct property costs | 18,478 | -441 | 9,557 | 6,946 | 34,541 |
| Property management costs | |||||
| Corporate management costs | |||||
| Gains or losses on disposals of investment properties and other non-financial assets | 1,227 | -52 | 1,173 | 2,348 | |
| Changes in fair value of investment properties | -3,288 | -89 | -1,020 | -2,415 | -6,813 |
| Other result on the portfolio | -4,818 | -750 | -987 | -6,554 | |
| Operating result | 11,599 | -530 | 7,735 | 4,718 | 23,522 |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| Net result | |||||
| Net result - group share |
Segment information (x 1,000 EUR) - Property of distribution networks
INCOME STATEMENT
| AS AT 3112 | Pubstone Belgium | Other Belgium | Pubstone Netherlands | Cofinimur I France | Total |
|---|---|---|---|---|---|
| 2020 | |||||
| Net rental income | 19,266 | 9,897 | 8,100 | 37,263 | |
| Property result after direct property costs | 18,381 | 9,501 | 7,618 | 35,500 | |
| Property management costs | |||||
| Corporate management costs | |||||
| Gains or losses on disposals of investment properties and other non-financial assets | 2,031 | 20 | 15 | 2,066 | |
| Changes in fair value of investment properties | 2,103 | -1,948 | -11,845 | -11,690 | |
| Other result on the portfolio | -6,263 | -9,952 | -16,214 | ||
| Operating result | 12,563 | 1,310 | -4,212 | 9,661 | |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| Net result | |||||
| Net result - group share |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Pubstone Belgium | Other Belgium | Pubstone Netherlands | Cofinimur I France | Total |
|---|---|---|---|---|---|
| 2021 | |||||
| Assets | |||||
| Goodwill | 25,407 | 16,220 | 41,627 | ||
| Investment properties of which : | 291,714 | 29,873 | 138,455 | 66,885 | 526,927 |
| Development projects | 6,482 | 6,482 | |||
| Assets held for own use | |||||
| Assets held for sale | 3,090 | 3,090 | |||
| 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 |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Pubstone Belgium | Other Belgium | Pubstone Netherlands | Cofinimur I France | Total |
|---|---|---|---|---|---|
| 2020 | |||||
| Assets | |||||
| Goodwill | 30,607 | 16,220 | 46,827 | ||
| Investment properties of which : | 295,424 | 138,974 | 113,550 | 547,947 | |
| Development projects | |||||
| Assets held for own use | |||||
| Assets held for sale | |||||
| 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 |
Segment information (x 1,000 EUR) - Oces
INCOME STATEMENT
| AS AT 3112 | Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Net rental income | 32,676 | 24,804 | 7,238 | 4,966 | 9,220 | 78,904 |
| Property result after direct property costs | 28,897 | 20,252 | 6,646 | 4,674 | 9,114 | 69,583 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 1,650 | 3,553 | 5,203 | |||
| Changes in fair value of investment properties | 26,742 | -4,444 | -5,278 | 1,440 | -6,070 | 12,389 |
| Other result on the portfolio | -1,823 | 216 | -33 | -1,607 | ||
| Operating result | 53,815 | 17,674 | 1,367 | 9,668 | 3,043 | 85,565 |
| Financial result | ||||||
| Share in the result of associates and joint ventures | ||||||
| Taxes | ||||||
| Net result | ||||||
| Net result - group share |
Segment information (x 1,000 EUR) - Oces
INCOME STATEMENT
| AS AT 3112 | Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Net rental income | 27,806 | 25,539 | 7,636 | 5,294 | 9,588 | 75,863 |
| Property result after direct property costs | 25,210 | 23,141 | 6,476 | 2,680 | 9,702 | 67,211 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 1,008 | 1,736 | -252 | 2,491 | ||
| Changes in fair value of investment properties | 24,952 | -1,582 | -5,647 | -2,301 | -1,396 | 14,026 |
| Other result on the portfolio | -370 | -33 | -403 | |||
| Operating result | 50,799 | 23,263 | 577 | 380 | 8,307 | 83,325 |
| Financial result | ||||||
| Share in the result of associates and joint ventures | ||||||
| Taxes | ||||||
| Net result | ||||||
| Net result - group share |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Assets | ||||||
| Goodwill | ||||||
| Investment properties of which : | 800,413 | 326,567 | 79,821 | 32,860 | 117,874 | 1,357,534 |
| Development projects | 66,445 | 74 | 475 | 251 | 67,245 | |
| Assets held for own use | 6,883 | 6,883 | ||||
| Assets held for sale | 3,320 | 20,236 | 23,556 | |||
| 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 |
BALANCE SHEET
(x 1,000 EUR)
| AS AT 3112 | Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Assets | ||||||
| Goodwill | ||||||
| Investment properties of which : | 761,276 | 356,565 | 105,018 | 66,966 | 145,718 | 1,435,543 |
| Development projects | 43,968 | 12,283 | 451 | 446 | 57,148 | |
| Assets held for own use | 6,418 | 6,418 | ||||
| Assets held for sale | 3,320 | 3,320 | ||||
| Other assets | ||||||
| TOTAL ASSETS | ||||||
| Shareholders’ equity and liabilities | ||||||
| Shareholders’ equity | ||||||
| Shareholders’ equity attributable to shareholders of parent company |
Note 6. Rental income and rental-related expenses
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Rental income | ||
| Gross potential income | 311,007 | 268,256 |
| Vacancy | -11,521 | -10,542 |
| Rents | 299,486 | 257,713 |
| Cost of rent-free periods | -6,652 | -5,460 |
| Concessions granted to tenants | -984 | -879 |
| Indemnities for early termination of rental contracts | 499 | 147 |
| Rental income (royal decree of 13.07.2014 form) | 292,349 | 251,521 |
| Rental-related expenses | ||
| Rent payable on rented premises | -2,030 | -32 |
| Writedowns on trade receivables | -23 | -2,017 |
| Writeback of writedowns on trade receivables | 30 | 19 |
| Rental income, net of rental-related expenses (analytical form) | 292,345 | 249,492 |
| Writeback of lease payments sold and discounted | 7,262 | 9,444 |
| Rental income, net of rental-related expenses, including writeback of lease payments sold and discounted | 299,607 | 258,935 |
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 dierence 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
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 oset 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)
| 2021 | 2020 | |
|---|---|---|
| Rental income from operating leases | 292,349 | 251,521 |
| Interest income in respect of finance leases | 7,230 | 6,121 |
| Capital receipts in respect of finance leases | 3,138 | 2,237 |
| TOTAL | 302,717 | 259,879 |
- The gross potential income corresponds to the sum of the real rents and the estimated rents attributed to vacant spaces.
- The vacancy rate is calculated on unlet spaces based on the rental value estimated by independent real estate valuers.
- Termination indemnities are booked directly in full on the income statement.
ANNUAL ACCOUNTS 248
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Total minimum future rental receivables under non-cancellable operating leases and finance leases in eect at 31 December
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Operating lease | 3,854,404 | 3,386,946 |
| Less than one year | 299,390 | 268,760 |
| More than one year but less than two years | 273,698 | 245,629 |
| More than two years but less than three years | 255,480 | 225,618 |
| More than three years but less than four years | 242,359 | 206,609 |
| More than four years but less than five years | 233,661 | 196,725 |
| More than five years | 2,549,815 | 2,243,605 |
| Finance lease | 151,666 | 107,256 |
| Less than one year | 3,667 | 2,367 |
| More than one year but less than two years | 3,801 | 2,464 |
| More than two years but less than three years | 3,946 | 2,556 |
| More than three years but less than four years | 4,061 | 2,657 |
| More than four years but less than five years | 4,186 | 2,728 |
| More than five years | 132,005 | 94,484 |
| TOTAL | 4,006,070 | 3,494,202 |
Note 7. Net redecoration expenses
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | 1,987 | 330 |
| Recovery of property charges | -411 | -573 |
| TOTAL | 1,575 | -243 |
- 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’.
- 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 8. Charges and taxes not recovered from the tenant on let properties
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Recovery income of charges and taxes normally payable by the tenant on let properties | 40,788 | 33,667 |
| Rebilling of rental charges invoiced to the landlord | 19,807 | 17,120 |
| Rebilling of withholding taxes and other taxes on let properties | 20,980 | 16,547 |
| Charges and taxes normally payable by the tenant on let properties | -44,934 | -36,888 |
| Rental charges invoiced to the landlord | -20,879 | -17,834 |
| Withholding taxes and other taxes on let properties | -23,119 | -18,315 |
| Taxes on refurbishment not recovered | -936 | -739 |
| TOTAL | -4,146 | -3,221 |
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.
ANNUAL ACCOUNTS 249
Note 9. Technical costs
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Recurrent technical costs | 5,073 | 3,882 |
| Repairs | 4,928 | 3,634 |
| Insurance premiums | 145 | 248 |
| Non-recurrent technical costs | 1,555 | 2,169 |
| Major repairs (building companies, architects, engineering oces, etc.) | 1,423 | 2,244 |
| Damage expenses | 133 | -75 |
| Losses providing from disasters and subject to insurance cover | 603 | 535 |
| Insurance compensation for losses providing from disasters | -470 | -610 |
| TOTAL | 6,628 | 6,051 |
Note 10. Commercial costs
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Letting fees paid to real estate brokers | 305 | 254 |
| Advertising | 5 | 5 |
| Fees paid to valuers | 2,657 | 2,084 |
| TOTAL | 2,967 | 2,344 |
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 oce 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 | |
|---|---|---|---|
| 2021 | 2020 | 2021 | |
| (x 1,000 EUR) | |||
| Oce charges | 2,048 | 1,835 | 878 |
| Fees paid to third parties | 8,209 | 6,196 | 3,518 |
| Recurrent | 6,161 | 4,347 | 2,640 |
| Non recurrent | 2,048 | 1,849 | 878 |
| Public relations, communication and advertising | 440 | 783 | 188 |
| Personnel expenses | 15,505 | 13,053 | 6,645 |
| Salaries | 12,257 | 10,338 | 5,253 |
| Social security | 1,884 | 1,610 | 807 |
| Pensions and other benefits | 1,365 | 1,104 | 585 |
| Taxes and regulatory fees | 1,647 | 1,712 | 706 |
| TOTAL | 27,849 | 23,579 | 11,935 |
The independent real estate valuers’ fees for the consolidated portfolio and associates amounted to 1,227,425 EUR (excl. VAT) for the year 2021. These honoraria are partly calculated based on a fixed amount per square metre and partly on a fixed amount per property.
- With the exception of capitalised expenses.
ANNUAL ACCOUNTS 250
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 aliate at retirement;
• payment of a ‘Death’ benefit to the beneficiaries of the aliate 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 177,596 EUR (excluding VAT). Its fees for the revision of the statutory accounts of Cofinimmo’s subsidiaries amounted to 340,869 EUR (excluding VAT) and are calculated per company based on their actual services. This amount includes the auditor’s emoluments for reviewing the accounts of the group’s French subsidiaries. The fees for non-audit services performed by Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, amounted to 152,256 EUR (excluding VAT) during the financial year and relate to legal assignments and other assistance, in accordance with the independence rules. The auditor confirms compliance with the ‘70 % (Article 3:64 of the CCA) rule’ for the 2021 financial year.
| (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| Emoluments of the auditor | 671 | 494 |
| Emoluments for the execution of a mandate of company auditor | 519 | 409 |
| Emoluments for exceptional services or special assignments within the group | 152 | 85 |
| Other certification assignments | 97 | 53 |
| Other assignments external to the auditing duties | 55 | 32 |
| Emoluments of people with whom the auditor is connected | 0 | 0 |
| Emoluments for exceptional services or special assignments within the group | 0 | 0 |
| Other opinion missions | 0 | 0 |
| Tax advisory duties | 0 | 0 |
| Other assignments external to the auditing duties | 0 | 0 |
| TOTAL | 671 | 494 |
The fees of the statutory auditors, other than Deloitte, appointed for the group’s French companies amounted to 25 KEUR (excluding VAT) in 2021. They are not included in the table above.
ANNUAL ACCOUNTS 251
Note 12. Gains or losses on disposals of investment properties and other non-financial assets
| (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| Disposal of investment properties | ||
| Net disposal of properties (sale price - transaction costs) | 121,469 | 43,210 |
| Book value of properties sold (fair value of assets sold) | -113,702 | -38,627 |
| SUBTOTAL | 7,768 | 4,583 |
| Disposal of other non-financial assets | ||
| Net disposals of other non-financial assets | 0 | 0 |
| Other | 0 | 0 |
| SUBTOTAL | 0 | 0 |
| TOTAL | 7,768 | 4,583 |
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) | 2021 | 2020 |
|---|---|---|
| Positive changes in the fair value of investment properties | 112,147 | 59,790 |
| Negative changes in the fair value of investment properties | -77,640 | -73,486 |
| TOTAL | 34,506 | -13,696 |
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) | 2021 | 2020 |
|---|---|---|
| Changes in the deferred taxes 1 | -8,034 | -49 |
| Writeback of rents already earned but not expired | -7,644 | -13,226 |
| Goodwill impairment 2 | -5,200 | -10,120 |
| Others 3 | -13,837 | -10,420 |
| TOTAL | -34,715 | -33,815 |
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) | 2021 | 2020 | |
|---|---|---|---|
| Interests and dividends received 4 | 2,773 | 920 | |
| Interest receipts from finance leases and similar receivables | 7,230 | 6,121 | |
| Others 5 | 1,688 | 1,145 | |
| TOTAL | 11,692 | 8,186 |
- See Note 32.
- See Note 20.
- Includes in particular the dierence between the price paid, plus incidental expenses, and the share in the revalued net assets of the companies acquired.
- The amount of dividends received is null at 31.12.2021.
- The other financial income of the financial year represent non-recurring income related to the indemnities received from the contribution in kind of 08.04.2021 in compensation for the allocation of a full dividend right to the new shares issued on that day.
ANNUAL ACCOUNTS 252
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Note 16. Net interest charges
| (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| Nominal interest on borrowings | 13,442 | 10,768 |
| Bilateral loans - floating rate | 4,591 | 2,937 |
| Commercial paper - floating rate | -2,004 | -343 |
| Investment credits - floating or fixed rate | 641 | 701 |
| Bonds - fixed rate | 10,330 | 7,062 |
| Convertible bonds | -116 | 412 |
| Reconstitution of the nominal value of financial debts | 1,748 | 1,131 |
| Charges relating to authorised hedging instruments | 7,056 | 9,053 |
| Authorised hedging instruments qualifying for hedge accounting under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting under IFRS | 7,056 | 9,053 |
| 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 charges 1 | 5,098 | 3,589 |
| TOTAL | 27,343 | 24,541 |
The eective interest charge on loans corresponds to an average eective interest rate on loans of 1.09 % (2020 : 1.32 %). The eective charge without taking into account the hedging instruments stands at 0.81 % (2020 : 0.84 %). This percentage can be split up between -0.07 % (2020 : 0.19 %), for the loans booked at fair value, and 0.86 % (2020 : 0.92 %), for the loans recognised at amortised cost 2 . 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) | 2021 | 2020 |
|---|---|---|
| Bank fees and other commissions | 749 | 664 |
| Others 2 | 255 | 79 |
| TOTAL | 1,005 | 744 |
Note 18. Changes in the fair value of financial assets and liabilities
| (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| 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 | 41,849 | -20,448 |
| Changes in fair value of authorised hedging instruments not qualifying for hedge accounting 3 | 41,906 | -19,461 |
| Convertible bonds | -57 | -987 |
| Others | -881 | -2,308 |
| TOTAL | 40,968 | -22,756 |
- This usually concerns commissions on unused credit facilities.
- Interest on loans at amortised cost (2021:20,404 KEUR/2020: 15,077 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 (2021: 6,940 KEUR/2020: 9,465 KEUR) consists of ‘Costs and Proceeds from permitted hedging instruments’, as well as the ‘Convertible Bonds’.
- The gross amounts are respectively a product of 42,159 KEUR (2020 : 3,597 KEUR) and an expense of 252 KEUR (2020 : 23,058 KEUR).
ANNUAL ACCOUNTS 253
Note 19. Corporate tax and exit tax
| (x 1,000 EUR) | 2021 | 2020 |
|---|---|---|
| CORPORATE TAX | -10,546 | -7,907 |
| Parent company | -3,082 | -2,331 |
| Pre-tax result | 264,717 | 125,105 |
| Result exempted from income tax due to the RREC regime | -264,717 | -125,105 |
| Taxable result from non-deductible costs | 4,198 | 5,616 |
| Tax at rate of 25 % | -1,050 | -1,404 |
| Others | -2,032 | -927 |
| Subsidiaries | -7,464 | -5,576 |
| EXIT TAX - SUBSIDIARIES | -1,945 | -2,315 |
The non-deductible costs mainly comprise the oce 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, Spain, Finland, Ireland and the United Kingdom are partly taxable. Investments in Italy benefit from the It-Fund regime.
Note 20. Net result per share - group share
The calculation of earnings per share at the reporting date is based on the net result from core activities/net result attributable to the ordinary shareholders of 212,131 KEUR (2020 : 181,457 KEUR)/260,337 KEUR (2020 : 119,222 KEUR) and on a number of ordinary shares entitled to share in the result for the financial year ended 31.12.2021 of 29,655,292 (2020 : 26,478,781). The 2021 diluted result per share includes the eect of the theoretical conversion of the mandatory convertible bonds (MCB) issued by Cofinimur I, as well as stock options. The 2020 diluted result per share included the eect of the theoretical conversion of the convertible bonds issued by Cofinimmo, the mandatory convertible bonds (MCB) issued by Cofinimur I, as well as stock options.
| (in EUR) | 2021 | 2020 |
|---|---|---|
| Net result - group share | 260,336,602 | 119,221,574 |
| Number of ordinary shares entitled to share in the result of the period | 29,655,292 | 26,478,781 |
| Net result from core activities per share - group share | 7.15 | 6.85 |
| Net result per share - group share | 8.78 | 4.50 |
| Net diluted result - group share | 262,239,024 | 116,871,706 |
| Number of ordinary shares entitled to share in the result of the period taking into account the theoretical conversion of the convertible bonds, the mandatory convertible bonds (MCB) and stock options 1 | 30,213,884 | 28,545,519 |
| NET DILUTED RESULT PER SHARE GROUP SHARE | 8.68 | 4.09 |
DIVIDEND PER SHARE 2
| (in EUR) | 2021 financial year (to be paid in 2022) | 2020 financial year (paid in 2021) |
|---|---|---|
| Gross dividends attributable to ordinary shareholders | 189,950,148.00 | 170,764,574.40 |
| Gross dividend per ordinary share | 6.00 | 5.80 |
| Net dividend per ordinary share | 4.20 | 4.06 |
| Gross dividends attributable to preference shareholders | 0 | 0 |
| Gross dividend per preference share | 0 | 0 |
| Net dividend per preference share | 0 | 0 |
- In accordance with IAS 33, the MCB’s issued in 2011 as well as the 16,925 treasury shares of the stock option plan were taken into account in the calculation of the net diluted result per share as at 31.12.2021 because they had a dilutive impact. As at 31.12.2020, the MCB’s issued in 2011, the convertible bonds issued in 2016 as well as 22,875 treasury shares of the stock option plan were taken into account in the calculation of the net diluted result per share because they had a dilutive impact.
- Based on the parent company’s result.# ANNUAL ACCOUNTS 254
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
A gross dividend for the 2021 financial year of 6.00 EUR per share (net dividend per share of 4.20 EUR), representing a total dividend of 189,950,148.00 EUR will be proposed to the ordinary general meeting of 11.05.2022. The number of shares receiving the dividend for the 2021 financial year was on the reporting date of 31,658,358. The board of directors is proposing a dividend of 6.00 EUR per share for the 15,875 treasury shares held by the subsidiary Gestone III SA and cancel the right to the dividend of 21,248 remaining treasury shares. 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 (number) | 2021 | 2020 |
|---|---|---|
| Number of shares (A) | ||
| AS AT 01.01 | 27,061,917 | 25,849,283 |
| Capital increase | 4,633,564 | 1,212,634 |
| Conversion of convertible bonds into ordinary shares | 0 | 0 |
| AS AT 31.12 | 31,695,481 | 27,061,917 |
| Treasury shares held by the group (B) | ||
| AS AT 01.01 | 45,084 | 50,691 |
| Treasury shares (sold/acquired) - net | -7,961 | -5,607 |
| AS AT 31.12 | 37,123 | 45,084 |
| Number of shares outstanding (A-B) | ||
| AS AT 01.01 | 27,016,833 | 25,798,592 |
| Capital increase | 4,633,564 | 1,212,634 |
| Conversion of convertible bonds into ordinary shares | 0 | 0 |
| Treasury shares (sold/acquired) - net | 7,961 | 5,607 |
| AS AT 31.12 | 31,658,358 | 27,016,833 |
SHARE CATEGORIES
The group issued two share categories :
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 as at 31.12.2021. 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 6.37 EUR 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 : at 31.12.2021, the group held 37,123 ordinary treasury shares (31.12.2020 : 45,084) (see also page 34). 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’.
ANNUAL ACCOUNTS 255
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 01.01.2021 | 100,157 | 39,250 | 139,407 |
| AT 31.12.2021 | 100,157 | 39,250 | 139,407 |
| WRITEDOWNS AT 01.01.2021 | 69,550 | 23,030 | 92,580 |
| Writedowns recorded from 01.01 until 31.12 | 5,200 | 0 | 5,200 |
| AT 31.12.2021 | 74,750 | 23,030 | 97,780 |
| BOOK VALUE AT 01.01.2021 | 30,607 | 16,220 | 46,827 |
| AT 31.12.2021 | 25,407 | 16,220 | 41,627 |
IMPAIRMENT TEST
At the end of the 2021 accounting period, a goodwill impairment test was conducted (addressing the groups of properties to which it was allocated by country) by comparing the fair value of the properties plus goodwill to their value in use. 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.
ANNUAL ACCOUNTS 256
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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, an investment budget (including more specifically climate-related aspects) and operating expenses, as well as the proceeds from asset disposals. During this residual term, 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 31.12.2021
The result of this test (illustrated in the table below) led to an impairment of 5,200 KEUR on the goodwill of Pubstone Belgium and to no impairment on the goodwill of Pubstone Netherlands. It is worth mentioning that during the 2021 financial year, the fair value of the Pubstone Belgium recorded a negative change of 3,288 KEUR and 1,020 KEUR respectively. As far as the Pubstone Belgium portfolio is concerned, there was a negative variation, mainly due to the increase in registration fees in Flanders from 10 % to 12 % as from 01.01.2022. In terms of assumptions, the sale price of the properties and the residual value were based on the average value of i) the fair value per m² assigned by the expert as at 31.12.2021 and ii) the sale price per m² of the latest disposals, indexed at 1.8 % (2020 : 1.3 %) 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 1.8 % for Pubstone Belgium and Pubstone Netherlands. In 2020, the indexation was 1.3 % for Pubstone Belgium and Pubstone Netherlands. The discount rate used amounts to 4.45 % (2020 : 4.37 %).# Impairment of goodwill at 31.12.2021 (x 1,000 EUR)
| Building group | Goodwill at 01.01.2021 | Net book value 1 | Value in use | Impairment | Goodwill at 31.12.2021 |
|---|---|---|---|---|---|
| Pubstone Belgium | 30,607 | 322,321 | 317,121 | -5,200 | 25,407 |
| Pubstone Netherlands | 16,220 | 154,675 | 156,416 | 0 | 16,220 |
| TOTAL | 46,827 | 476,996 | 473,537 | -5,200 | 41,627 |
Sensitivity analysis of the value in use when the main changes of the impairment test at 31.12.2021 vary
| Building group | Change in inflation +0.50 % | Change in inflation -0.50 % | Change in discount rate +0.50 % | Change in discount rate -0.50 % |
|---|---|---|---|---|
| Pubstone Belgium | 4.55 % | -4.32 % | -4.40 % | 4.68 % |
| Pubstone Netherlands | 4.35 % | -4.13 % | -4.27 % | 4.54 % |
Sensitivity analysis of the impairment when the main changes of the impairment test at 31.12.2021 vary
| Building group | Impairment loss recognised | Change in inflation +0.50 % | Change in inflation -0.50 % | Change in discount rate +0.50 % | Change in discount rate -0.50 % |
|---|---|---|---|---|---|
| Pubstone Belgium | -5,200 | 0 | -18,915 | -19,171 | 0 |
| Pubstone Netherlands | 0 | 0 | -4,726 | -4,944 | 0 |
| TOTAL | -5,200 | 1 | -19,171 | -19,317 | 1 |
- Including goodwill.
- The value of 0 has been indicated when the value in use is higher than the net book value.
ANNUAL ACCOUNTS
Note 22. Investment properties (x 1,000 EUR)
| Properties available for rent | Development projects | Assets held for own use | Total | |
|---|---|---|---|---|
| AT 01.01.2020 | 4,089,636 | 121,640 | 7,246 | 4,218,522 |
| Investments | 27,100 | 31,458 | 32 | 58,590 |
| Acquisitions | 527,920 | 77,983 | 0 | 605,903 |
| Transfers from/to properties available for rent 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 | 4,865,581 |
| Investments | 21,728 | 87,282 | 349 | 109,359 |
| Acquisitions | 710,526 | 91,559 | 0 | 802,086 |
| Transfer from/to properties available for lease and assets held for sale | -93,343 | 0 | 0 | -93,343 |
| Transfers from/to development projects and properties available for rent | 58,719 | -58,719 | 0 | 0 |
| Sales/Disposals (fair value of assets sold/disposed of) | -56,064 | -856 | 0 | -56,921 |
| Writeback of lease payments sold and discounted | 7,262 | 0 | 0 | 7,262 |
| Changes in the fair value | 33,585 | 841 | 116 | 34,541 |
| Currency translation differences linked to conversion of foreign activities | 1,425 | 0 | 0 | 1,425 |
| AT 31.12.2021 | 5,410,181 | 252,926 | 6,883 | 5,669,990 |
- The fair value of the portfolio, as determined by the independent real estate valuers, reaches 5,709,836 KEUR at 31.12.2021. It includes investment properties for 5,669,990 KEUR and the properties available for sale for 39,846 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 a 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.
When determining the fair value of investment properties, the planned investments (including climate-related investments) are passed on to the independent real estate valuers, who take into account, among other things, the quality of the properties at the valuation date. Therefore, the group considers that climate-related aspects are integrated into the valuation of investment properties.
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, 12.0% 2 for properties located in the Flemish Region;
- sale of property assets under the rules governing estate traders: 4.0% to 8.0% depending on the regions;
- leasehold agreement for property assets (up to 99 years for building leases and 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 126,746 KEUR.
- As from 01.01.2022.
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 valuers 1 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 12.0% 2 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 31.12.2021, the difference between the investment value and the fair value of the global portfolio amounted to 256.2 million EUR or 8.09 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 carried out 437 disposals for a total amount of 2,225.56 million EUR. This capital gain would have been 8.84% if the deduction of transfer costs and duties had been recognised as early as 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 usually amount to 8%;
- 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 the other countries (Spain, Finland, Ireland, the United Kingdom), the applicable transfer rights, which are specific for each country, as well as the professional fees have been taken into account. They usually vary between 1% and 9%.
-
Cushman & Wakefield, de Crombrugghe & Partners, Winssinger & Associés, Stadim and Troostwijk-Roux.
- As from 01.01.2022.
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.# ANNUAL ACCOUNTS 260 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Determination of the valuation level of the fair value of investment properties (x 1,000 EUR)
| Asset category | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Healthcare real estate | 3,798,729 | 2,882,091 |
| Belgium | 1,576,063 | 1,454,699 |
| France | 430,990 | 392,690 |
| The Netherlands | 418,990 | 339,030 |
| Germany | 652,850 | 597,150 |
| Others | 540,638 | 22,850 |
| Healthcare real estate under development | 179,198 | 75,672 |
| Offices | 1,381,091 | 1,438,863 |
| Antwerp | 32,609 | 66,520 |
| Brussels CBD | 733,968 | 717,308 |
| Brussels decentralised | 329,813 | 347,602 |
| Brussels periphery / satellites | 99,582 | 104,567 |
| Other regions | 117,874 | 145,718 |
| Offices under development | 67,245 | 57,148 |
| Property of distribution networks | 530,017 | 547,947 |
| Pubstone Belgium | 291,714 | 295,424 |
| Other Belgium | 29,873 | 0 |
| Pubstone Netherlands | 138,455 | 138,974 |
| Cofinimur I France | 69,975 | 113,550 |
| TOTAL | 5,709,836 | 4,868,901 |
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.
- 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;
- level 2: observable data other than the quoted prices included in level 1;
- level 3: unobservable data.
- Including building held for sale for 39,846 KEUR in 2021 (3,320 KEUR in 2020).
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 2021, 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 2021, 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 2021.
Changes in the fair value of investment properties, based on unobservable data (x 1,000 EUR)
| Fair value at 01.01.2021 | 4,868,901 |
| Gains/losses recognised on the income statement | 34,506 |
| Acquisitions | 802,086 |
| Extensions/Redevelopments | 87,282 |
| Investments | 22,077 |
| Writeback of lease payments sold | 7,262 |
| Sales/Disposals | -113,702 |
| Currency translation differences linked to conversion of foreign activities | 1,425 |
| Fair value at 31.12.2021 | 5,709,836 |
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.
ANNUAL ACCOUNTS 261 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Determination of the valuation level of the fair value of investment properties (x 1.000 EUR)
| Asset category | Fair value at 31.12.2021 | Valuation method | Unobservable data 1 | Extreme values (weighted average) at 31.12.2021 | Extreme values (weighted average) at 31.12.2020 |
|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 3,798,729 | ||||
| Belgium | 1,576,063 | Discounted cash flow | Estimated rental value (ERV) | 62 - 275 (138) EUR/m² | 62 - 208 (135) EUR/m² |
| Discount rate | 3.67 % - 7.77 % (5.13 %) | 3.60 % - 6.75 % (5.10 %) | |||
| Capitalisation rate of the final net ERV | 4.60 % - 10.50 % (7.08 %) | 4.70 % - 9.60 % (7.12 %) | |||
| Inflation rate | 1.75 % - 2.00 % (1.81 %) | 1.60 % | |||
| Operating costs | 0.00 % - 1.00 % (0.31 %) | 0.00 % - 1.00 % (0.36 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 10.7 - 26.3 (18.3) | 11.7 - 26.9 (19.9) | |||
| Number of m² | 809 - 20,274 m² (7,889 m²) | 809 - 20,274 m² (8,018 m²) | |||
| Duration of the initial projection period (in years) | 11 - 27 (17.9) | 12 - 27 (19.4) | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 62 - 275 (142) EUR/m² | 62 - 223 (138) EUR/m² | ||
| Capitalisation rate | 3.47 % - 8.02 % (4.94 %) | 3.32 % - 6.75 % (4.97 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 10.7 - 26.3 (18.4) | 11.7 - 26.9 (19.7) | |||
| Number of m² | 809 - 20,274 m² (7,855 m²) | 809 - 20,274 m² (8,015 m²) | |||
| France | 430,990 | Discounted cash flow | Estimated rental value (ERV) | 53 - 245 (153) EUR/m² | 53 - 245 (153) EUR/m² |
| Discount rate | 4.00 % - 7.00 % (4.04 %) | 4.75 % - 5.50 % (4.77 %) | |||
| Capitalisation rate of the final net ERV | 5.00 % - 8.00 % (6.17 %) | 5.00 % - 8.00 % (6.33 %) | |||
| Inflation rate | 0.60 % - 1.57 % (1.00 %) | 0.60 % - 1.55 % (0.91 %) | |||
| Operating costs | 0 | 0 | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 0.5 - 11.9 (3.2) | 0.1 - 10.7 (3.1) | |||
| Number of m² | 1,286 - 8,750 m² (4,843 m²) | 1,286 - 12,957 m² (5,123 m²) | |||
| Duration of the initial projection period (in years) | 1 - 12 (3.7) | 1 - 11 (3.6) | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 53 - 322 (162) EUR/m² | 53 - 316 (163) EUR/m² | ||
| Capitalisation rate | 3.93 % - 72.76 % (7.14 %) | 3.95 % - 72.76 % (7.31 %) | |||
| Occupancy rate (based on current contracts) | 0 % - 100 % (99.9 %) | 0 % - 100 % (99.9 %) | |||
| Residual length of current lease (in years) | 0.5 - 11.9 (2.9) | 0.1 - 10.7 (3.1) | |||
| Number of m² | 1,286 - 12,957 m² (4,835 m²) | 1,286 - 12,957 m² (4,863 m²) | |||
| The Netherlands | 418,990 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 59 - 299 (144) EUR/m² | 59 - 299 (143) EUR/m² |
| Capitalisation rate | 3.70 % - 7.80 % (4.84 %) | 3.70 % - 8.20 % (5.05 %) | |||
| Occupancy rate (based on current contracts) | 87 % - 100 % (100 %) | 77 % - 100 % (99.7 %) | |||
| Residual length of current lease (in years) | 0.9 - 24.7 (9.9) | 1.7 - 25.7 (10.8) | |||
| Number of m² | 430 - 16,652 m² (6,487 m²) | 430 - 16,652 m² (6,537 m²) | |||
| Germany | 652,850 | Discounted cash flow | Estimated rental value (ERV) | 16 - 303 (137) EUR/m² | 16 - 303 (139) EUR/m² |
| Discount rate | 3.50 % - 9.05 % (6.03 %) | 3.70 % - 9.00 % (6.25 %) | |||
| Capitalisation rate of the final net ERV | 2.80 % - 8.30 % (5.29 %) | 3.00 % - 8.50 % (5.55 %) | |||
| Inflation rate | 1.99 % | 1.89 % | |||
| Operating costs | 6 % - 59 % (11 %) | 7 % - 42 % (11 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 12.5 - 26.8 (21.4) | 13.5 - 27.8 (22.4) | |||
| Number of m² | 2,940 - 18,496 m² (7,971 m²) | 2,940 - 18,496 m² (7,870 m²) | |||
| Duration of the initial projection period (in years) | 10 | 10 | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 16 - 303 (137) EUR/m² | 16 - 303 (139) EUR/m² | ||
| Capitalisation rate | 2.75 % - 8.30 % (5.29 %) | 3.00 % - 8.50 % (5.55 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 12.5 - 26.8 (21.4) | 13.5 - 27.8 (22.4) | |||
| Number of m² | 2,940 - 18,496 m² (7,971 m²) | 2,940 - 18,496 m² (7,870 m²) | |||
| Others | 540,638 | Discounted cash flow | Estimated rental value (ERV) | 112 - 236 (163) EUR/m² | n/a |
| Discount rate | 5.42 % - 6.49 % (5.65 %) | n/a | |||
| Capitalisation rate of the final net ERV | 4.60 % - 5.00 % (4.95 %) | n/a | |||
| Inflation rate | 1.60 % - 1.74 % (1.62 %) | n/a | |||
| Operating costs | 1 % - 13 % (8 %) | n/a | |||
| Occupancy rate (based on current contracts) | 100 % | n/a | |||
| Long-term vacancy | n/a | n/a | |||
| Residual length of current lease (in years) | 6.5 - 20.2 (9.6) | n/a | |||
| Number of m² | 2,623 - 15,444 m² (10,508 m²) | n/a | |||
| Duration of the initial projection period (in years) | 10 - 15 (10.7) | n/a | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 36 - 370 (174) EUR/m² | 59 - 92 (74) EUR/m² | ||
| Capitalisation rate | 4.60 % - 6.70 % (4.94 %) | 5.55% - 6.70% (6.26%) | |||
| Occupancy rate (based on current contracts) | 100 % |
1. Net rental income is incorporated in Note 6.
ANNUAL ACCOUNTS 262 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT# ANNUAL ACCOUNTS 263
(x 1.000 EUR)
| Asset category | Fair value at 31.12.2021 | Valuation method | Unobservable data ¹ | Extreme values (weighted average) at 31.12.2021 | Extreme values (weighted average) at 31.12.2020 |
|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | |||||
| Existing Portfolio | 2,753,518 | ||||
| Belgium | 778,894 | Capitalisation of ERV | Estimated rental value (ERV) | 95 - 262 (155) EUR/m² | 92 - 256 (144) EUR/m² |
| Capitalisation rate | 4.00 % - 6.80 % (4.47 %) | 4.00 % - 6.60 % (4.62 %) | |||
| Occupancy rate (based on current contracts) | 99 % - 100 % (99.8 %) | 99 % - 100 % (99.7 %) | |||
| Residual length of current lease (in years) | 14.0 - 34.6 (20.9) | 15 - 29.6 (24.2) | |||
| Number of m² | 1,742 - 10,367 m² (5,408 m²) | 6,100 - 7,870 m² (6,947 m³) | |||
| Germany | 1,874,624 | Capitalisation of ERV | Estimated rental value (ERV) | 67 - 277 (141) EUR/m² | 67 - 234 (129) EUR/m² |
| Capitalisation rate | 4.00 % - 5.65 % (4.48 %) | 4.50 % - 5.90 % (5.32 %) | |||
| Discount rate | 4.00 % - 6.74 % (5.21 %) | n/a | |||
| Capitalisation rate of the final net ERV | 4.10 % - 5.50 % (4.79 %) | n/a | |||
| Costs at completion | n/a ³ | n/a ³ | |||
| Inflation rate | 0.6 % - 2.00 % (1.49 %) | 1.74 % - 1.80 % (1.76 %) | |||
| Number of m² | 1,450 - 9,762 m² (5,639 m²) | 810 - 9,762 m² (5,628 m²) | |||
| Residual construction costs (EUR/m²) | 0 - 2 812 (1 178) | 77 - 1,901 (935) | |||
| Estimated construction period (in years) | 0.1 - 2.1 (0.9) | 0 - 2.5 (0.9) | |||
| Healthcare real estate under development | 2 | ||||
| 179,198 | |||||
| OFFICES | 1,381,090 | Capitalisation of estimated rental value | |||
| Antwerp | 32,609 | Estimated rental value (ERV) | 135 - 169 (166) EUR/m² | 120 - 171 (151) EUR/m² | |
| Capitalisation rate | 4.10 % - 6.45 % (6.44 %) | 4.15 % - 8.00 % (7.33 %) | |||
| Occupancy rate (based on current contracts) | 88 % - 100 % (94 %) | 85 % - 100 % (94 %) | |||
| Residual length of current lease (in years) | 0.2 - 4.0 (3.8) | 1.2 - 4.4 (3) | |||
| Number of m² | 61 - 9,403 m² (7,806 m²) | 61 - 9,403 m² (6,917 m²) | |||
| Long-term vacancy (in months) | 3 - 9 (9) | 3 - 12 (9) | |||
| Brussels CBD | 733,968 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 164 - 256 (229) EUR/m² | 155 - 252 (226) EUR/m² |
| Capitalisation rate | 3.35 % - 6.80 % (4.35 %) | 3.49 % - 6.40 % (4.48 %) | |||
| Occupancy rate (based on current contracts) | 64 % - 100 % (96 %) | 43 % - 100 % (95 %) | |||
| Residual length of current lease (in years) | 0.1 - 14.0 (5.5) | 1.1 - 15.0 (6.7) | |||
| Number of m² | 2,932 - 20,322 m² (11,611 m²) | 2,932 - 20,322 m² (11,615 m²) | |||
| Long-term vacancy (in months) | 6 - 24 (12) | 6 - 24 (11) | |||
| Brussels decentralised | 329,813 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 107 - 188 (150) EUR/m² | 60 - 193 (152) EUR/m² |
| Capitalisation rate | 6.00 % - 10.00 % (7.19 %) | 6.00 % - 10.00 % (7.32 %) | |||
| Occupancy rate (based on current contracts) | 40 % - 100 % (92 %) | 63 % - 100 % (93 %) | |||
| Residual length of current lease (in years) | 0.7 - 7.3 (3.4) | 0.7 - 8.3 (3.7) | |||
| Number of m² | 3,285 - 25,746 m² (15,452 m²) | 2,240 - 25,746 m² (15,221 m²) | |||
| Long-term vacancy (in months) | 9 - 36 (14) | 9 - 36 (14) | |||
| Brussels periphery/ satellites | 99,582 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 82 - 154 (114) EUR/m² | 66 - 167 (123) EUR/m² |
| Capitalisation rate | 7.75 % - 9.50 % (8.63 %) | 8.25 % - 9.25 % (8.59 %) | |||
| Occupancy rate (based on current contracts) | 35 % - 100 % (83 %) | 13 % - 100 % (77 %) | |||
| Residual length of current lease (in years) | 1.3 - 6.6 (3.2) | 1.2 - 4.6 (2.7) | |||
| Number of m² | 325 - 10,022 m² (5,948 m²) | 325 - 10,022 m² (5,863 m²) | |||
| Long-term vacancy (in months) | 12 - 36 (17) | 12 - 36 (17) | |||
| Other regions | 117,874 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 120 - 301 (147) EUR/m² | 120 - 280 (140) EUR/m² |
| Capitalisation rate | 5.75 % - 6.60 % (6.14 %) | 5.25 % - 6.35 % (5.93 %) | |||
| Occupancy rate (based on current contracts) | 94 % - 100 % (99.6 %) | 92 % - 100 % (99.5 %) | |||
| Residual length of current lease (in years) | 0.5 - 10 (5.4) | 1.1 - 11 (6.6) | |||
| Number of m² | 1,980 - 19,189 m² (13,211 m²) | 1,980 - 19,189 m² (12,681 m²) | |||
| Long-term vacancy (in months) | 6 - 12 (9) | 6 - 18 (11) | |||
| Offices under development | 2 | ||||
| 67,245 | Residual value | ||||
| Estimated rental value (ERV) | 99 - 266 (236) EUR/m² | 99 - 250 (216) EUR/m² | |||
| Capitalisation rate of the final net ERV | 4.00 % - 9.35 % (4.95 %) | 4.50 % - 9.35 % (5.54 %) | |||
| Costs at completion | n/a ³ | n/a ³ | |||
| Inflation rate | 1.50 % - 1.75 % (1.53 %) | 1.50 % - 1.75 % (1.54 %) | |||
| Number of m² | 3,735 - 6,915 m² (6,167 m²) | 3,735 - 6,915 m² (5,856 m²) |
Footnotes:
1. Net rental income is incorporated in Note 6.
2. Only includes ongoing projects.
3. The costs required to complete an investment property are directly related to each project (amounts and stage of completion).
ANNUAL ACCOUNTS 264
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
(x 1.000 EUR)
| Asset category | Fair value at 31.12.2021 | Valuation method | Unobservable data ¹ | Extreme values (weighted average) at 31.12.2021 | Extreme values (weighted average) at 31.12.2020 |
|---|---|---|---|---|---|
| PROPERTY OF DISTRIBUTION NETWORKS | 530,017 | ||||
| Pubstone Belgium | 291,714 | Discounted cash flow | Estimated rental value (ERV) | 18 - 455 (101) EUR/m² | 18 - 455 (99) EUR/m² |
| Discount rate | 6.00 % | 6.00 % | |||
| Capitalisation rate of the final net ERV | 6.53 % | 6.56 % | |||
| Inflation rate | 1.5 0% | 1.50 % | |||
| Operating costs | 6.20 % | 6.20 % | |||
| Occupancy rate (based on current contracts) | 99.5 % | 99.7 % | |||
| Long-term vacancy (% of passing rents) | 1.75 % | 1.75 % | |||
| Residual length of current lease (in years) | 13.8 | 14.8 | |||
| Number of m² | 87 - 1,781 m² (496 m²) | 87 - 1,781 m² (495 m²) | |||
| Duration of the initial projection period (in years) | 14 | 15 | |||
| Capitalisation of ERV | Estimated rental value (ERV) | 18 - 455 (101) EUR/m² | 18 - 455 (99) EUR/m² | ||
| Capitalisation rate | 4.00 % - 9.75 % (5.82 %) | 4.00 % - 9.50 % (5.89 %) | |||
| Occupancy rate (based on current contracts) | 99.5 % | 99.7 % | |||
| Residual length of current lease (in years) | 13.8 | 14.8 | |||
| Number of m² | 87 - 1,781 m² (496 m²) | 87 - 1,781 m² (495 m²) | |||
| Long-term vacancy (% of passing rents) | 1.75 % | 1.75 % | |||
| Other Belgium | 29,873 | ||||
| Pubstone Netherlands | 138,455 | Capitalisation of ERV | Estimated rental value (ERV) | 64 - 662 (241) EUR/m² | 47 - 662 (239) EUR/m² |
| Capitalisation rate | 3.50 % - 9.00 % (5.87 %) | 3.50 % - 11.50 % (5.89 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 99.8 % | |||
| Residual length of current lease (in years) | 13.8 | 14.8 | |||
| Number of m² | 42 - 698 m² (249 m²) | 42 - 698 m² (251 m²) | |||
| Long-term vacancy (% of passing rents) | 1.75 % | 1.75 % | |||
| Cofinimur I France | 69,975 | Discounted cash flow | Estimated rental value (ERV) | 63 - 519 (143) EUR/m² | 63 - 519 (174) EUR/m² |
| Discount rate | 4.75 % | 4.75 % | |||
| Capitalisation rate of the final net ERV | 4.40 % - 13.70 % (8.16 %) | 3.96 % - 14.20 % (7.73 %) | |||
| Inflation rate | -1.5 % - 1.25 % (0.14 %) | -1.5 % - 1.25 % (0.63 %) | |||
| Operating costs | 0 | 0 | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Long-term vacancy (% of passing rents) | 0 % - 75 % | 0 % - 60 % | |||
| Residual length of current lease (in years) | 0.9 - 8.4 (2.8) | 0.7 - 9 (3.7) | |||
| Number of m² | 60 - 1,853 m² (388 m²) | 51 - 1,853 m² (367 m²) | |||
| Duration of the initial projection period (in years) | 1 - 9 (3) | 1 - 9 (4) | |||
| Capitalisation of ERV | Estimated rental value (ERV) | 60 - 519 (142) EUR/m² | 60 - 519 (172) EUR/m² | ||
| Capitalisation rate | 3.72 % - 13.19 % (7.02 %) | 3.98 % - 13.19 % (6.55 %) | |||
| Occupancy rate (based on current contracts) | 93 % | 96 % | |||
| Residual length of current lease (in years) | 0 - 8.4 (2.8) | 0 - 9 (3.5) | |||
| Number of m² | 59 - 1,853 m² (378 m²) | 51 - 1,853 m² (361 m²) | |||
| Long-term vacancy (% of passing rents) | 0 % - 75 % | 0 % - 60 % | |||
| TOTAL | 5,709,836 |
Footnotes:
1. Net rental income is incorporated in Note 6.
SENSITIVITY OF THE BUILDING’S FAIR VALUE TO CHANGES OF THE UNOBSERVABLE DATA
A 10 % increase in the ERV would result in an increase of 421,147 KEUR of the fair value of the portfolio.
A 10 % decrease in ERV would result in a decrease of 425,844 KEUR of the fair value of the portfolio.
An increase in capitalisation rates of 0.5 % would result in a decrease of 453,285 KEUR of the fair value of the portfolio.
A decrease in capitalisation rates of 0.5 % would result in an increase of 565,957 KEUR of the fair value of the portfolio.
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.# ANNUAL ACCOUNTS 266
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- 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.
-
Net rental income is incorporated in Note 6.
USE OF PROPERTIES
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 and Luxembourg 40 buildings owned by Cofinimmo in Brussels. The usufructs from these two buildings end between February 2022 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 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 eective 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 dier 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.
ANNUAL ACCOUNTS 267
Note 23. Breakdown of the changes in the fair value of investment properties
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Properties available for rent | 33,585 | -10,681 |
| Development projects | 841 | -2,120 |
| Assets held for own use | 116 | -861 |
| Assets held for sale | -35 | -34 |
| TOTAL | 34,506 | -13,696 |
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)
| 2021 | 2020 | 2021 | 2020 | |
|---|---|---|---|---|
| Intangible assets | Other tangible assets | |||
| AT 01.01 | 2,172 | 935 | 1,434 | 1,278 |
| Acquisitions | 899 | 1,558 | 1,172 | 805 |
| IT software | 899 | 1,558 | ||
| Oce fixtures and fittings | 623 | 340 | ||
| Right to use according to IFRS 16 | 549 | 466 | ||
| Depreciation | -584 | -321 | -587 | -649 |
| IT software | -584 | -321 | ||
| Oce fixtures and fittings | -281 | -283 | ||
| Right to use according to IFRS 16 | -306 | -366 | ||
| Disposals | 0 | 0 | 0 | 0 |
| Oce fixtures and fittings | ||||
| AT 31.12 | 2,487 | 2,172 | 2,019 | 1,434 |
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.
ANNUAL ACCOUNTS 268
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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.
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)
| 31.12.2021 | Qualification of fair values | ||||
|---|---|---|---|---|---|
| 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 | |
| NON-CURRENT FINANCIAL ASSETS | 7,541 | 149,686 | 236,158 | 0 | |
| Hedging instruments | 7,541 | 7,541 | 0 | 0 | |
| Derivative instruments | 7,541 | 7,541 | 0 | 0 | Level 2 |
| Credits and receivables | 149,686 | 228,617 | 0 | ||
| Non-current finance lease receivables | 147,999 | 226,930 | 0 | Level 2 | |
| Trade receivables and other non- current assets | 1,687 | 1,687 | 0 | Level 2 | |
| CURRENT FINANCIAL ASSETS | 0 | 60,947 | 62,902 | 0 | |
| Hedging instruments | 0 | 0 | 0 | 0 | |
| Derivative instruments | 0 | 0 | 0 | 0 | Level 2 |
| Credits and receivables | 41,090 | 43,046 | 0 | ||
| Current finance lease receivables | 3,667 | 5,623 | 0 | Level 2 | |
| Trade receivables | 34,835 | 34,835 | 0 | Level 2 | |
| Other | 2,588 | 2,588 | 0 | Level 2 | |
| Cash and cash equivalents | 19,857 | 19,857 | 0 | Level 2 | |
| TOTAL | 0 | 7,541 | 210,632 | 299,060 | 0 |
| NON-CURRENT FINANCIAL LIABILITIES | 1,079 | 54,628 | 1,473,118 | 1,529,194 | 1,019 |
| Non-current financial debts | 1,079 | 1,461,440 | 1,462,888 | 1,019 | |
| Bonds | 618,259 | 614,868 | 647 | ||
| Convertible bonds | 0 | 0 | Level 1 | ||
| Mandatory convertible bonds (MCB) | 1,079 | 1,079 | 0 | 0 | Level 2 |
| Lease liability | 838 | 838 | Level 2 | ||
| Credit institutions | 771,733 | 774,853 | 94 | ||
| Long-term commercial paper | 59,000 | 59,641 | 277 | ||
| Rent guarantees received | 11,609 | 11,609 | Level 2 | ||
| Other non-current financial liabilities | 54,628 | 11,678 | 66,305 | 0 | |
| Derivative instruments | 54,628 | 54,628 | 0 | Level 2 | |
| Other | 11,678 | 11,678 | Level 3 | ||
| CURRENT FINANCIAL LIABILITIES | 0 | 310 | 1,143,986 | 1,145,102 | 2,832 |
| Current financial debts | 0 | 1,097,335 | 1,098,140 | 2,832 | |
| Commercial paper | 780,500 | 780,500 | Level 2 | ||
| Bonds | 190,000 | 190,805 | 2,832 | ||
| Convertible bonds | Level 1 | ||||
| Credit institutions | 126,830 | 126,830 | Level 2 | ||
| Other | 5 | 5 | Level 2 | ||
| Other current financial liabilities | 310 | 310 | 0 | ||
| Derivative instruments | 310 | 310 | 0 | Level 2 | |
| Trade debts | 46,651 | 46,651 | Level 2 | ||
| TOTAL | 1,079 | 54,938 | 2,617,104 | 2,674,295 | 3,850 |
ANNUAL ACCOUNTS 269
(x 1,000 EUR)
| 31.12.2020 | Qualification of fair values | ||||
|---|---|---|---|---|---|
| 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 | |
| NON-CURRENT FINANCIAL ASSETS | 382 | 105,275 | 194,616 | 0 | |
| Hedging instruments | 382 | 382 | 0 | 0 | |
| Derivative instruments | 382 | 382 | 0 | 0 | Level 2 |
| Credits and receivables | 105,275 | 194,234 | 0 | ||
| Non-current finance lease receivables | 104,889 | 193,848 | 0 | Level 2 | |
| Trade receivables and other non- current assets | 386 | 386 | 0 | Level 2 | |
| CURRENT FINANCIAL ASSETS | 0 | 80,144 | 82,151 | 0 | |
| Hedging instruments | 0 | 0 | 0 | 0 | |
| Derivative instruments | 0 | 0 | 0 | 0 | Level 2 |
| Credits and receivables | 31,502 | 33,510 | 0 | ||
| Current finance lease receivables | 2,367 | 4,375 | 0 | Level 2 | |
| Trade receivables | 26,023 | 26,023 | 0 | Level 2 | |
| Other | 3,112 | 3,112 | 0 | Level 2 | |
| Cash and cash equivalents | 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 | 1,241,177 | 1,273,633 | 4,151 | |
| Bonds | 807,466 | 832,665 | 3,479 | ||
| Convertible bonds | 0 | 0 | Level 1 | ||
| Mandatory convertible bonds (MCB) | 1,535 | 1,535 | 0 | 0 | Level 2 |
| Lease liability | 697 | 697 | Level 2 | ||
| Credit institutions | 354,599 | 359,574 | 380 | ||
| Long-term commercial paper | 69,000 | 69,746 | 292 | ||
| Rent guarantees received | # ANNUAL ACCOUNTS 270 | ||||
| ## COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT |
Monetary and non-monetary changes in financial liabilities
| (x 1,000 EUR) | 31.12.2020 | Acquisitions/ IFRS 16 | Interests accrued and not due / Changes in fair value | 31.12.2021 |
|---|---|---|---|---|
| NON-CURRENT FINANCIAL LIABILITIES | 1,378,475 | 205,331 | 8,956 | -62,618 |
| Non-current financial debts | 1,277,784 | 205,331 | 7,991 | -27,199 |
| Bonds | 836,144 | 0 | -190,000 | -7,046 |
| Convertible bonds | 0 | 0 | 0 | 0 |
| Mandatory Convertible Bonds (MCB) | 1,535 | -456 | 1,079 | |
| Lease liability | 697 | -463 | 604 | 838 |
| Credit institutions | 359,954 | 406,658 | 11,391 | -3,056 |
| Long-term commercial paper | 70,038 | -10,000 | -15 | -105 |
| Rental guarantees received | 9,417 | -863 | 3,056 | 11,609 |
| Other non-current financial debts | 100,690 | 0 | 965 | -35,418 |
| Derivative instruments | 90,046 | -35,418 | ||
| Other | 10,644 | 965 | ||
| CURRENT FINANCIAL LIABILITIES | 1,077,103 | 279,997 | -205,862 | -3,304 |
| Current financial debts | 1,036,612 | 279,997 | -212,229 | -3,409 |
| Commercial paper | 810,000 | -29,500 | ||
| Bonds | 0 | 190,000 | 7,045 | -3,409 |
| Convertible bonds | 221,258 | -2,005 | ||
| Credit institutions | 5,328 | 121,502 | ||
| Other | 26 | -21 | ||
| Other current financial liabilities | 206 | 0 | 6,366 | 105 |
| Derivative instruments | 206 | 105 | ||
| Trade debts | 40,285 | 6,366 | ||
| TOTAL | 2,455,578 | 485,328 | -196,907 | -65,922 |
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.
ANNUAL ACCOUNTS 271
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) | 2021 | 2020
---|---|---|
AT 01.01 | 221,137 | 227,871
Change in fair value resulting from changes in market conditions during the financial year, booked under the income statement | 0 | 987
Change in fair value resulting from changes in credit risk during the financial year, booked under the other elements of the comprehensive result | 0 | -7,721
AT 31.12 | 0 | 221,137
As at 31.12.2020, the convertible bond maturing in 2021 has a fair value of 221,136,771 EUR. The convertible bonds matured on 15.09.2021. At the end of the conversion period for the convertible bonds, Cofinimmo received new conversion requests from convertible bondholders for 1,483,774 convertible bonds out of the 1,502,087 convertible bonds in circulation (i.e. 99 %), resulting in 1,657,750 new shares in Cofinimmo. The unconverted bonds were reimbursed at maturity for a total amount of 2,673,698 EUR.
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) | 2021 | 2020
---|---|---|
Lease liability at 01.01 | 697 | 596
Change in principal | 141 | 101
Lease liability at 31.12 | 838 | 697
ANNUAL ACCOUNTS 272
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 current and current) at floating rate and at fixed rate (calculated on their nominal values)
(x 1,000 EUR) | 2021 | 2020
---|---|---|
At floating rate | 1,543,451 | 1,150,783
in EUR | 1,496,800 | 1,150,783
in GBP (equivalent in EUR) | 47,751 | 0
At fixed rate | 1,009,311 | 1,117,721
in EUR | 1,009,311 | 1,117,721
in GBP (equivalent in EUR) | 0 | 0
TOTAL | 2,552,762 | 2,268,503
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 2021, Cofinimmo continued the increase of its hedging over a period of three to nine years. IRS for the years 2023 (50 million EUR), 2024-2025 (200 million EUR), 2026-2027 (250 million EUR), 2028 (200 million EUR) and 2029 (50 million EUR) were subscribed in order to increase the hedging for these years. Following the investments made in the United Kingdom, an IRS was subscribed for 20 million GBP (2021-2026). In 2021, Cofinimmo also increased its hedging for the coming years with the subscription of caps for 2021-2022 (600 million EUR), 2023 (400 million EUR) and 2024-2025 (200 million EUR).
The minimum three-year hedging period was chosen to offset the negative effect of a time lag between an increase in nominal interest rates, increasing interest charges, and an increase in inflation, increasing rental income from indexed leases, on the net result. It is believed that a rise in actual 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 usually 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.
ANNUAL ACCOUNTS 273
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) | 2021 | 2020
---|---|---|
| Change | Income statement | Shareholders’ equity | Income statement | Shareholders’ equity
+1 % | 0.44 | 0.00 | -0.48 | 0.00
-1 % | 0.59 | 0.00 | -0.07 | 0.00
The table above shows that a 1 % increase in interest rates would result in a loss of 0.44 million EUR whereas it would have generated a gain of 0.48 million EUR in 2019.Moreover, a gain of 0.60 million EUR would have resulted from a 1% decrease in interest rates, whereas it would have resulted in a loss of 0.07 million EUR in 2020. While the equity is not directly affected by the change in interest rate. In a context where interest rates are low and negative, the difference between 2020 and 2021 in the event of an increase in rates is mainly explained by the increase in hedging through cap and IRS, which protects us more in the event of a 1% rate hike. Since Cofinimmo’s hedging for the coming year consists more of cap than IRS (contrary to 2020), a rate cut enables savings to be made on the issuance of floating-rate debt, while the hedging cost only increases to a limited extent with IRS.
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
Following the conversion of convertible bonds in 2021, the company is no longer exposed to price risk.
Currency risk
Since July 2021, Cofinimmo has been active in the United Kingdom. The group owns three nursing and care homes and only generates a very limited part (< 1%) of its revenues and costs in the United Kingdom, whereby the group is now exposed to currency risk. Following its first investment outside the Euro zone, the group introduced an exchange rate risk hedging policy. This policy is characterised, in part, by the implementation of a natural hedging of the exchange risk, enabling this risk to be reduced at the level of Cofinimmo. At present, Cofinimmo borrows an amount close to 40 million GBP from its creditors who have made bilateral multi-currency credits available. These external loans, which are made at floating rates and partly hedged through the subscription of an IRS in GPB (see section C. of this note), are used for the granting of an internal loan of around 40 million GBP to the subsidiary in the United Kingdom. Cofinimmo is therefore not very sensitive to exchange rate risk at present. The group’s functional currency being the euro, exchange rate variations may also impact rental income and costs incurred in the United Kingdom. As these items in the income statement are currently limited, Cofinimmo is not very sensitive to this exchange rate risk. Within the framework of its hedging policy, Cofinimmo also has the possibility of contracting hedging instruments (derivatives) for existing exchange rate risks or for risks whose probability is deemed significant and material. In 2021, Cofinimmo did not make use of synthetic hedging instruments. The exposure to the exchange rate risk is now reviewed periodically and in the event of significant changes in the exchange rate or in the investments made in this currency. With its entry into the United Kingdom, the abolition of reference indices (last publication of LIBOR on 31.12.2021) was anticipated during the negotiation of the multi-currency credit contracts (backed by SONIA) as well as during the negotiation of the interest rate risk hedging instruments (IRS in GBP), given that SONIA was already available in 2021. There is therefore no particular impact to mention for Cofinimmo.
Liquidity risk
The liquidity risk is limited by the diversification of the financing sources and by the refinancing which is usually done at least one year before the maturity date of the financial debt.
Obligation of liquidity for repayments (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Between one and two years | 417,987 | 523,024 |
| Between two and five years | 686,781 | 173,943 |
| Beyond five years | 720,290 | 871,673 |
| TOTAL | 1,825,058 | 1,568,641 |
ANNUAL ACCOUNTS 274 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Long-term undrawn loan facilities (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Expiring within one year | 0 | 0 |
| Expiring after one year | 1,636,474 | 1,332,125 |
Collateralisation
At 31.12.2021, the carrying amount of the pledged financial assets was 55,966,707.44 EUR (2020: 55,803,211.84 EUR). The terms and conditions of the pledged financial assets are detailed in Note 38. During 2021, there were no payment defaults on loan agreements nor violations of the terms of these agreements.
C. DERIVATIVE FINANCIAL INSTRUMENTS
Types of derivative financial instruments relating to interest rates
As at 31.12.2021, the group uses IRS and caps (interest rate options with a predefined maximum level) 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
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 31.12.2021 hedged by derivative financial instruments
As detailed in the table below, floating rate debt (1,543 million EUR) is obtained by deducting the elements of the debt contracted at a fixed rate and the elements not requiring coverage of the total debt (2,568 million EUR).
| 2021 | 2020 | |
|---|---|---|
| Financial debts | 2,568,066 | 2,283,462 |
| Convertible bonds | -221,137 | |
| Bonds at fixed rate | -815,000 | -815,000 |
| Bonds convertible into shares (minimum fixed coupon) | -6,286 | -2,232 |
| Loans at fixed rate | -180,000 | -81,260 |
| Commercial paper at fixed rate | -15,000 | -15,000 |
| Other (accounts receivable, rental guarantees received, accrued interests not due) | -8,313 | -10,714 |
| Debts at floating rate covered by derivate financial instruments | 1,543,466 | 1,138,120 |
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 31.12.2021, Cofinimmo had floating-rate debt in the notional amount of 1,543 million EUR. This amount was hedged against interest rate risk by IRS for a notional amount of 468 million EUR and by caps for a notional amount of 850 million EUR. In the course of 2021, Cofinimmo continued the increase of its hedging over a period of three to nine years. IRS for the years 2023 (50 million EUR), 2024-2025 (200 million EUR), 2026-2027 (250 million EUR), 2028 (200 million EUR) and 2029 (50 million EUR) were subscribed in order to increase the hedging for these years. Following the investments made in the United Kingdom, an IRS was subscribed for 20 million GBP (2021-2026). In 2021, Cofinimmo also increased its hedging for the coming years with the subscription of caps for 2021-2022 (600 million EUR), 2023 (400 million EUR) and 2024-2025 (200 million EUR). Cofinimmo expects its portfolio to be partially financed by debt, at least from 2022 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.
ANNUAL ACCOUNTS 275
Interest rate derivative financial instruments (x 1,000 EUR)
| Start | Period covered by instrument | Active /Forward | Option Exercise price | Floating Rate | Currency | 2021 notional | 2021 | 2021 |
|---|---|---|---|---|---|---|---|---|
| 2021 | 2021 | Active | IRS | 1.03 % | 1 M EUR | 50,000,000 | ||
| 2021 | 2021 | Active | IRS | 1.00 % | 1 M EUR | 50,000,000 | ||
| 2022 | 2022 | Forward | IRS | 1.31 % | 1 M EUR | 75,000,000 | ||
| 2022 | 2022 | Forward | IRS | 1.32 % | 1 M EUR | 75,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.18 % | 1 M EUR | 25,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.10 % | 1 M EUR | 25,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.15 % | 1 M EUR | 50,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.18 % | 1 M EUR | 50,000,000 | ||
| 2021 | 2021 | Active | IRS | 1.12 % | 1 M EUR | 50,000,000 | ||
| 2021 | 2021 | Active | IRS | 0.14 % | 1 M EUR | 50,000,000 | ||
| 2022 | 2024 | Forward | IRS | 1.70 % | 1 M EUR | 100,000,000 | ||
| 2020 | 2021 | Active | IRS | 0.93 % | 1 M EUR | 100,000,000 | ||
| 2022 | 2022 | Forward | IRS | 1.79 % | 1 M EUR | 150,000,000 | ||
| 2023 | 2023 | Forward | IRS | 0.24 % | 1 M EUR | 50,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.95 % | 1 M EUR | 75,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.91 % | 1 M EUR | 100,000,000 | ||
| 2023 | 2023 | Forward | IRS | 0.72 % | 1 M EUR | 100,000,000 | ||
| 2024 | 2024 | Forward | IRS | 0.71 % | 1 M EUR | 40,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.96 % | 1 M EUR | 40,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.17 % | 1 M EUR | 40,000,000 | ||
| 2024 | 2024 | Forward | IRS | 0.80 % | 1 M EUR | 60,000,000 | ||
| 2025 | 2025 | Forward | IRS | 1.05 % | 1 M EUR | 60,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.26 % | 1 M EUR | 60,000,000 | ||
| 2024 | 2024 | Forward | IRS | 0.68 % | 1 M EUR | 50,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.93 % | 1 M EUR | 50,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.14 % | 1 M EUR | 50,000,000 | ||
| 2024 | 2024 | Forward | IRS | 0.67 % | 1 M EUR | 30,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.92 % | 1 M EUR | 30,000,000 | ||
| 2023 | 2023 | Forward | IRS | 1.13 % | 1 M EUR | 30,000,000 | ||
| 2024 | 2024 | Forward | IRS | 0.78 % | 1 M EUR | 20,000,000 | ||
| 2025 | 2025 | Forward | IRS | 1.03 % | 1 M EUR | 20,000,000 | ||
| 2026 | 2026 | Forward | IRS | 1.24 % | 1 M EUR | 20,000,000 | ||
| 2026 | 2026 | Forward | IRS | 0.46 % | 1 M EUR | 50,000,000 | ||
| 2026 | 2026 | Forward | IRS | 0.44 % | 1 M EUR | 50,000,000 | ||
| 2026 | 2026 | Forward | IRS | 0.21 % | 1 M EUR | 100,000,000 | ||
| 2023 | 2023 | Forward | IRS | -0.05 % | 1 M EUR | 100,000,000 | ||
| 2026 | 2026 | Forward | IRS | 1.00 % | 1 M EUR | 110,000,000 | ||
| 2026 | 2026 | Forward | IRS | 0.17 % | 1 M EUR | 50,000,000 | ||
| 2026 | 2026 | Forward | IRS | 0.17 % | 1 M EUR | 50,000,000 | ||
| 2025 | 2025 | Forward | IRS | 0.80 % | 1 M EUR | 100,000,000 | ||
| 2026 | 2026 | Forward | IRS | -0.08 % | 1 M EUR | 50,000,000 |
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Obligation of liquidity at maturity, related to derivative financial instruments
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Between one and two years | -22,996 | -24,722 |
| Between two and five years | -23,921 | -47,559 |
| Beyond five years | -5,950 | -17,776 |
| TOTAL | -52,867 | -90,058 |
This table mainly reflects the increase in the debt and, as a result, in hedging (IRS) carried out by Cofinimmo during 2021 on the various maturities shown. 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)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | |
| Financial assets | ||
| CAP | 3,477 | 3,477 |
| IRS | 4,064 | 4,064 |
| TOTAL | 7,541 | 0 |
(x 1,000 EUR)
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | |
| Financial liabilities | ||
| IRS | 54,938 | 54,938 |
| TOTAL | 54,938 | 0 |
Summary of derivative financial instruments active at 31.12.2021
| Option | Period | Exercise price | Floating rate | Currency | 2021 notional (x 1,000 EUR) | Held for trading |
|---|---|---|---|---|---|---|
| IRS | 2021 | 1.03 % | 1 M | EUR | 50,000 | |
| IRS | 2021 | 1.00 % | 1 M | EUR | 50,000 | |
| IRS | 2021 | 0.14 % | 1 M | EUR | 50,000 | |
| IRS | 2021 | 0.93 % | 1 M | EUR | 100,000 | |
| IRS | 2021 - 2022 - 2023 - 2024 - 2025 | 0.61 % | SONIA | GBP | 20,000 | |
| IRS | 2021 | 0.99 % | 1 M | EUR | 195,000 | |
| CAP | 2021 - 2022 - 2023 - 2024 - 2025 | 0.50 % | 1 M | EUR | 200,000 | |
| CAP | 2021 - 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2021 - 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2021 - 2022 - 2023 - 2024 | 0.00 % | 1 M | EUR | 100,000 | |
| CAP | 2021 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2021 - 2022 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2021 - 2022 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2021 - 2022 - 2023 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2021 - 2022 - 2023 | 0.50 % | 1 M | EUR | 100,000 |
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 31.03.2021, 30.06.2021 and 30.09.2021, the debt ratio reached 43.9 %, 48.2 % and 44.5 % respectively, remaining below 50 %. As at 31.12.2021, the debt-to-assets ratio stood at 44.2 %.
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-to-assets ratio 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. Non-current financial assets and finance lease receivables
NON-CURRENT FINANCIAL ASSETS
(x 1.000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Derived instruments | 7,541 | 382 |
| Other non-current financial assets | 28,604 | 2,502 |
| Receivables towards associates | 12,684 | 2,502 |
| Other | 15,920 | 0 |
| TOTAL | 36,145 | 2,883 |
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 implied interest rate on these finance leases is 4.4 % for 2021 (2020 : 5.1 %). During the 2021 financial year, conditional rents (indexations) were recorded as revenues of the period for 0.01 million EUR (2020 : 0.03 million EUR).
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| less than one year | 8,001 | 5,514 |
| more than one year but less than two years | 8,034 | 5,447 |
| more than two years but less than three years | 8,218 | 5,630 |
| more than three years but less than four years | 7,937 | 5,349 |
| more than four years but less than five years | 7,884 | 5,296 |
| more than five years | 245,683 | 204,503 |
| Minimum lease payments | 285,756 | 231,738 |
| Deferred financial income | -134,091 | -124,482 |
| Discounted value of minimum lease payments | 151,666 | 107,256 |
| Non-current finance lease receivables | 147,999 | 104,889 |
| more than one year but less than two years | 3,801 | 2,464 |
| more than two years but less than three years | 3,946 | 2,556 |
| more than three years but less than four years | 4,061 | 2,657 |
| more than four years but less than five years | 4,186 | 2,728 |
| more than five years | 132,005 | 94,484 |
| Current finance lease receivables | 3,667 | 2,367 |
| less than one year | 3,667 | 2,367 |
Note 27. Assets held for sale
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| AT 01.01 | 3,320 | 28,764 |
| Disposals | -56,781 | -32,417 |
| Change in fair value | -35 | -34 |
| Transfer to investment properties | 93,343 | 7,007 |
| AT 31.12 | 39,846 | 3,320 |
All the assets held for sale are investment properties.
- The line ‘Other’ represents advance payments for the acquisition of investment properties under construction.
Note 28. Current trade receivables
GROSS TRADE RECEIVABLES
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Gross trade receivables which are due but not provisioned | 16,849 | 5,353 |
| Gross trade receivables which are not due | 17,810 | 20,317 |
| Bad and doubtful receivables | 587 | 696 |
| Provisions for the impairment of receivables (-) | -411 | -343 |
| TOTAL | 34,835 | 26,023 |
During the financial year ending on 31.12.2021, the group recognised writedowns on trade receivables of 23 KEUR (1,998 KEUR in 2020). 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)
| 2021 | 2020 | |
|---|---|---|
| Due under 60 days | 5,021 | 2,079 |
| Due within 60 to 90 days | 2,565 | 497 |
| Due beyond 90 days | 9,263 | 2,777 |
| TOTAL | 16,849 | 5,353 |
PROVISIONS FOR DOUBTFUL DEBTS (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| AT 01.01 | 343 | 233 |
| Use | 75 | -1,888 |
| Provisions charged to the income statement | 23 | 2,017 |
| Writebacks credited to the income statement | -30 | -19 |
| AT 31.12 | 411 | 343 |
Note 29. Tax receivables and other current assets (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Taxes | 41,639 | 38,713 |
| Taxes | 24,788 | 19,685 |
| Regional taxes | 4,171 | 5,594 |
| Withholding taxes | 12,680 | 13,434 |
| Other | 8,929 | 7,891 |
| TOTAL | 50,568 | 46,605 |
ANNUAL ACCOUNTS
280 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Note 30. Deferred charges and accrued income – assets (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Outstanding income from property | 4,603 | 1,120 |
| Rent-free periods and incentives granted to tenants to be spread | 3,924 | 2,821 |
| Prepaid property charges | 30,566 | 26,977 |
| Prepaid interests and other financial charges | 3,555 | 2,152 |
| TOTAL | 42,648 | 33,069 |
Note 31. Provisions (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| AT 01.01 | 25,360 | 24,176 |
| Provisions charged to the income statement | 1,812 | 2,347 |
| Accretion of provisions charged to the income statement | 1,454 | 1,296 |
| Uses | -1,405 | -1,452 |
| Provision writebacks credited to the income statement | -1,008 | - |
| AT 31.12 | 27,220 | 25,359 |
Group provisions (27,220 KEUR) can be divided 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 23,181 KEUR (2020 : 22,236 KEUR);
* legal provisions to face its potential commitments vis-à-vis tenants or third parties for 4,039 KEUR (2020 : 3,123 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)
| 2021 | 2020 | |
|---|---|---|
| Exit Tax | 0 | 0 |
| Deferred taxes | 55,022 | 45,064 |
| Property of distribution networks in the Netherlands | 29,952 | 29,032 |
| Pubstone Properties | 29,952 | 29,032 |
| Healthcare real estate in France | 8,211 | 7,937 |
| Cofinimmo’s branch office | 8,211 | 7,937 |
| Healthcare real estate in Germany | 14,193 | 8,095 |
| Healthcare real estate | ||
| Other | 2,666 | |
| TOTAL | 55,022 | 45,064 |
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.
ANNUAL ACCOUNTS
281
Note 33. Trade debts and other current debts (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Trade debts | 46,651 | 40,285 |
| Other current debts | 102,260 | 86,351 |
| Exit Tax | 6,704 | 6,275 |
| Taxes, social charges and salaries debts | 58,024 | 51,989 |
| Taxes | 56,151 | 49,922 |
| Social charges | 178 | 253 |
| Salaries debts | 1,695 | 1,814 |
| Other | 37,532 | 28,087 |
| Dividend coupons | 3,312 | 2,506 |
| Provisions for withholding taxes and other taxes | 14,103 | 15,138 |
| Miscellaneous | 20,117 | 10,443 |
| TOTAL | 148,911 | 126,637 |
Note 34. Accrued charges and deferred income – liabilities (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Rental income received in advance | 20,886 | 19,439 |
| Interests and other charges accrued and not due | 2,298 | 3,314 |
| Other | 400 | 82 |
| TOTAL | 23,585 | 22,834 |
Note 35. Non-cash charges and income (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Charges and income related to operating activities | -8,333 | 24,243 |
| Changes in the fair value of investment properties | -34,506 | 13,696 |
| Writebacks of lease payments sold and discounted | -7,262 | -9,444 |
| Movements in provisions and stock options | 1,861 | 1,315 |
| Depreciation/Writedowns (or writebacks) on intangible and tangible assets | 1,418 | 970 |
| Exit tax | 1,945 | 2,315 |
| Deferred taxes | 8,034 | 49 |
| Goodwill impairment | 5,200 | 10,120 |
| Rent-free periods | -1,103 | -304 |
| Minority interests | 2,666 | -3,588 |
| Other | 1 | 13,415 |
| Charges and income related to financing activities | -44,972 | 22,094 |
| Changes in the fair value of financial assets and liabilities | -43,272 | 22,756 |
| Other | -1,700 | -662 |
| TOTAL | -53,305 | 46,337 |
- 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.
ANNUAL ACCOUNTS
282 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Note 36. Changes in working capital requirements (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Movements in asset items | -15,304 | -11,898 |
| Trade receivables | -4,573 | -3,891 |
| Tax receivables | -4,773 | -7,624 |
| Other short-term assets | 853 | -3,128 |
| Deferred charges and accrued income | -6,810 | 2,746 |
| Movements in liability items | 81 | 13,432 |
| Trade debts | -3,345 | 2,537 |
| Taxes, social charges and salaries debts | 2,431 | 126 |
| Other current debts | 1,489 | 1,817 |
| Accrued charges and deferred income | -493 | 8,952 |
| TOTAL | -15,223 | 1,534 |
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 2021 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 | Offices | Property of distribution networks | Total |
|---|---|---|---|---|
| BE | FR | NL | DE | Others |
| Properties available for rent | ||||
| Direct properties | 2,701 | 30,764 | 35,124 | 170,072 |
| Properties against shares | 103,296 | |||
| Companies against cash | 18,183 | 16,694 | 13,153 | 22,486 |
| Companies against shares | 0 | |||
| Subtotal | 124,180 | 47,458 | 48,277 | 22,486 |
| Development projects | ||||
| Direct properties | 17,720 | 7,499 | 17,615 | |
| Properties against shares | 0 | |||
| Companies against cash | 20,674 | 28,052 | ||
| Subtotal | 20,674 | 17,720 | 7,499 | 0 |
| TOTAL | 144,854 | 65,178 | 55,776 | 22,486 |
The amount of 281,574 KEUR booked on the statement of cash flows under the heading ‘Acquisitions of investment properties’ comprises the sum of the direct property acquisitions.
1. i.e. Spain, Finland, Ireland, Italy and the United Kingdom.
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 | Offices | Property of distribution networks | Total |
|---|---|---|---|---|
| BE | FR | NL | DE | Others |
| Development projects | 4,124 | 8,150 | 14,678 | 52,330 |
| TOTAL | 4,124 | 8,150 | 14,678 | 0 |
| Amount paid in cash | 1,767 | 6,491 | 12,807 | 54,008 |
| Change in provisions | 2,357 | 1,659 | 1,872 | -1,678 |
| TOTAL | 4,124 | 8,150 | 14,678 | 0 |
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 | Offices | Property of distribution networks | Total |
|---|---|---|---|---|
| BE | FR | NL | DE | Others |
| Properties available for rent | 5,093 | 304 | 9,370 | 388 |
| Assets held for own use | 349 | |||
| TOTAL | 5,093 | 304 | 9,370 | 388 |
| Amount paid in cash | 1,198 | 171 | 8,825 | 1,857 |
| Change in provisions | 3,895 | 133 | 545 | -1,470 |
| TOTAL | 5,093 | 304 | 9,370 | 388 |
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 31.12.2021 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 |
|---|---|---|---|---|
| BE | FR | NL | DE | Others |
| Investment properties | ||||
| Net book value | 9,459 | 1,030 | 45,576 | |
| Result on the disposal of assets | 138 | 70 | 2,348 | |
| Net sale price received | 9,597 | 1,100 | 47,924 | |
| Assets held for sale | ||||
| Net book value | 56,781 | |||
| Result on transfer of assets | 4,541 | |||
| Net sale price received | 61,322 | |||
| Development projects | ||||
| Net book value | 359 | 498 | ||
| Result on the disposal of assets | 8 | 662 | ||
| Net sale price received | 366 | 1,160 | ||
| TOTAL | 9,963 | 1,100 | 0 | 0 |
| 1. i.e. Spain, Finland, Ireland, Italy and the United Kingdom. |
ANNUAL ACCOUNTS
283
Note 38. Off-balance sheet rights and commitments
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).
ANNUAL ACCOUNTS
284 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT## 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 former shareholders of Aspria Roosevelt SA/NV 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;
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 offce building in Brussels;
Cofinimmo has granted a put option and has been granted a call option (cross option agreement) on an offce 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.
ANNUAL ACCOUNTS 285
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;
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
In Belgium :
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.
On 12.02.2021, Cofinimmo acquired 100 % of the shares of a company owning a plot of land in Genappe, in Walloon Brabant. A nursing and care home is currently under construction on this plot of land. The investment budget (including the plot of land and the works) amounts to approximately 19 million EUR.
On 29.06.2021, Cofinimmo acquired 100 % of the shares of a company owning a plot of land in Juprelle, in the province of Liège. A nursing and care home is currently under construction on this plot of land. The investment budget (including the plot of land and the works) amounts to approximately 19 million EUR.
On 13.10.2021, Cofinimmo acquired 100 % of the shares of a company developing a nursing and care home in West Flanders (Oudenburg). The investment budget (including the plot of land and the works) amounts to approximately 11 million EUR. The nursing and care home is already pre-let.
In France :
At the beginning of 2021, Cofinimmo announced (through its French branch) the acquisition of 5 assets in France. Among those 5 assets, a nursing home (EHPAD) is currently under construction for a total budget of 14 million EUR.
On 06.09.2021, Cofinimmo acquired a nursing and care home (EHPAD) to be redeveloped in the south-east of Paris (Fontainebleau). The site, dedicated to patients suffering from Alzheimer’s disease, is already pre-let. The investment for the building and the works amounts to approximately EUR 17 million.
On 23.12.2021, Cofinimmo acquired, in future state of completion and through its French branch, an afftercare and rehabilitation clinic (SSR) currently under construction in France. The investment budget (including the plot of land and the works) amounts to approximately EUR 17 million.
At the end of 2021, Cofinimmo was committed to acquiring a nursing and care home in Normandy for an amount of 27 million EUR. This acquisition was finalised on 21.02.2022.
In the Netherlands :
Cofinimmo is committed to financing 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 municipality of Rotterdam. The acquisition price of the current site (acquired in December 2018) and the budget for the works is 25 million EUR.
On 20.05.2021, Cofinimmo acquired through one of its subsidiaries a plot of land on the Monnikenberg care campus in Hilversum, on which a care clinic is under construction. The investment budget for the purchase of the plot of land and the works amounts to approximately 30 million EUR.
In Germany :
Cofinimmo has acquired a participation in the capital of nine companies that will develop nine eco-responsible care campuses in North Rhine-Westphalia. The total conventional value of this transaction amounts to approximately 270 million EUR. The payment of the shares is spread over time (from 2020 to 2023).
ANNUAL ACCOUNTS 286
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
In the context of the above transaction, Cofinimmo has entered into an exclusive partnership with the local design and project management company that will develop the nine projects. In the long term, Cofinimmo has the possibility to integrate this platform in its entirety into its structure.
On 11.05.2021, Cofinimmo signed, through a wholly owned subsidiary, an agreement to acquire, under certain conditions, a nursing and care home in Leipzig, in the Land of Saxony, for approximately 19 million EUR.
On 22.11.2021, Cofinimmo signed agreements to acquire, under certain conditions, three nursing and care homes in the Land of Rhineland- Palatinate. The investment for all three sites amounts to approximately 39 million EUR. The conditions were lifted in January 2022, allowing the acquisition to be completed.# In Spain
Since the announcement of its establishment in Spain in September 2019, Cofinimmo has committed to several construction projects, of which the first deliveries took place in the course of 2021. At 31.12.2021, 11 construction projects were still ongoing for a total investment of 130 million EUR. Most of these projects involve the construction of nursing and care homes.
In Finland
Cofinimmo entered the Finnish healthcare real estate sector in Q4 2020. Since then, the first two assets have been delivered. At 31.12.2021, Cofinimmo was committed in developing six construction projects for a total investment of 71 million EUR.
Note 39. Ongoing development projects
The group has ongoing development projects of approximately 477 million EUR (31.12.2020: 358 million EUR) with respect to capital expenditures contracted for at the balance sheet date but not yet incurred, for the construction of new properties and extensions. Renovation works are not included in this figure.
Note 40. Consolidation criteria and scope
CONSOLIDATION CRITERIA
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).
| Category | Number of Entities |
|---|---|
| OFFICES | 12 entities |
| PROPERTY OF DISTRIBUTION NETWORKS | 5 entities |
| PUBLICPRIVATE PARTNERSHIPS | 3 entities |
| HEALTHCARE REAL ESTATE | 120 entities |
COFINIMMO ANNUAL ACCOUNTS 287
List of fully consolidated subsidiaries
Subsidiaries wholly owned by Cofinimmo group
GERMANY
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| COFINIMMO DIENSTLEISTUNGS-GmbH | Registered address: Frankfurt-am-Main HRB 114372 | 100 | 100 |
| Business address: Guiollettstraße 48 – D-60325 Frankfurt-am-Main | |||
| GESTONE BICKENBACH GmbH & Co. KG | Registered address: Hamburg HRA 127143 (en cours de transfert vers Frankfurt-am-Main) | 100 | 100 |
| Business address: Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| GESTONE Deutschland GmbH | Registered address: Frankfurt-am-Main HRB 115151 | 100 | 100 |
| Business address: Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| STERN BETEILIGUNGS GmbH | Registered address: Frankfurt-am-Main HRB 112550 | 100 | 100 |
| Business address: Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| GESTONE GP GmbH | Registered address: Frankfurt-am-Main HRB 122350 | 100 | |
| Business address: Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main |
BELGIUM
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| BEIRESTONE 1 SA/NV | 0759 959 564 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BENOSTONE CO 1 SA/NV | 0755 869 827 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BESTONE SA/NV | 0670 681 160 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COFINIMMO OFFICES SA/NV | 0755 538 641 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BUILDING GREEN ONE SA/NV | 0501 599 965 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COFINIMMO SERVICES SA/NV | 0437 018 652 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COPADE SA/NV | 0631 930 353 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COUVENT DE LA CHARTREUSE SA/NV | 0822 171 901 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| CURA INVEST SA/NV | 0465 524 972 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| FPR LEUZE SA/NV | 0839 750 279 Boulevard de la Woluwe 58 – 1200 Brussels | 100 | 100 |
| GECARE 1 SA/NV | 0720 629 826 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 10 SA/NV | 0751 676 853 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 11 SA/NV | 0751 677 150 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 12 SA/NV | 0751 677 348 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 13 SA/NV | 0722 900 319 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 7 SA/NV | 0748 688 857 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
ANNUAL ACCOUNTS 288 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| GESTONE CO 8 SA/NV | 0751 676 556 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 9 SA/NV | 0751 676 754 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 1 SA/NV | 0655 814 822 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 2 SA/NV | 0670 681 259 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 3 SA/NV | 0696 911 940 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 4 SA/NV | 0683 716 475 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 5 SA/NV | 0722 901 804 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 6 SA/NV | 0722 902 495 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LEOPOLD SQUARE SA/NV | 0465 387 588 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LEX 85 SA/NV | 0811 625 031 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LIGNE INVEST SA/NV | 0873 682 661 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LS Offices SA/NV | 0755 537 849 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| PRIME BEL RUE DE LA LOI-T SA/NV | 0463 603 184 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHONE ARTS SA/NV | 413 742 414 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 1 SA/NV | 0893 787 296 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 1 SA/NV | 0691 982 756 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 2 SA/NV | 0696 912 831 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 3 SA/NV | 0696 912 930 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 4 SA/NV | 0696 913 029 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| TRIAS BEL SOUVERAIN-T SA/NV | 0597 987 776 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| XL TRONE SA/NV | 0715 937 303 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| ASPRIA ROOSEVELT SA/NV | 0554 737 060 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | |
| RHEASTONE 3 SA/NV | 0739 887 492 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 |
ANNUAL ACCOUNTS 289
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| RHEASTONE 4 SA/NV | 0739 839 586 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | |
| RHEASTONE 5 SA/NV | 0739 842 160 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | |
| TRAM NEW BV/SPE | 0707 645 286 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 |
SPAIN
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| COFIHEALTHCARE SPAIN 1 SL | NIF B-88542717 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 2 SL | NIF B-88542667 Calle Maldonado, 4, 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 3 SL | NIF B-88542600 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 4 SL | NIF B-42722819 Calle Maldonado, 4 – 28006 Madrid | 100 | |
| COFIHEALTHCARE SPAIN 5 SL | NIF B-42722801 Calle Maldonado, 4 – 28006 Madrid | 100 | |
| COFIHEALTHCARE SPAIN 6 SL | NIF B-42722827 Calle Maldonado, 4 – 28006 Madrid | 100 | |
| GLORIA HEALTH CARE PROPERTIES SL | NIF B-88347885 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| GLORIA HEALTH CARE PROPERTIES 2 SL | NIF B-88415385 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| IBERI HEALTHCARE PROPERTIES SL | NIF B-88347869 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| LAGUNE IPM SL | NIF B-64205966 Calle Maldonado, 4 – 28006 Madrid | 100 | |
| LAGUNE ISLAND BALEARES IPM 2 SL | NIF B-65223174 Calle Maldonado, 4 – 28006 Madrid | 100 |
FINLAND
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2021 | Direct and indirect interests and voting rights (in %) 31.12.2020 |
|---|---|---|---|
| KIINTEISTÖ Oy VAASANPUISTIKKO 22 VAASA | 2910835-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 1 Oy | 3007096-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 2 Oy | 3146900-4 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy VANTAAN HARRIKUJA 8 | 3006164-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| POLARISTONE CO 3 Oy | 3146912-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy TURUN SKANSSIN AURORA | 3168686-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| POLARISTONE CO 4 Oy | 3207147-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| POLARISTONE CO 5 Oy | 3207149-5 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy YLÖJÄRVEN TAIMITIE 3 | 3186885-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy TURUN LINNANHERRA | 2887482-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy HELSINGIN SVENGI | 2786955-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKALTIO | 2992724-8 c/o Colliers International Finland, |
ANNUAL ACCOUNTS 290 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT# ANNUAL ACCOUNTS 291
List of fully consolidated subsidiaries
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) | 31.12.2021 | 31.12.2020 |
|---|---|---|---|---|
| FINLAND | ||||
| Ratamestarinkatu 7 B – 00520 Helsinki | KIINTEISTÖ Oy KUOPION AALLONMURTAJANKATU 3-5 | 3133518-8 | 100 | 100 |
| c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | ||||
| FRANCE | ||||
| 13, rue du Docteur Lancereaux – 75008 Paris | COFINIMMO INVESTISSEMENTS ET SERVICES SA | 487 542 169 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | COFINIMUR I SA | 537 946 824 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI AC NAPOLI | 428 295 695 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI BEAULIEU | 444 644 553 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI CUXAC II | 343 262 341 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI DE L’ORBIEU | 383 174 380 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI DU DONJON | 377 815 386 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SNC DU HAUT CLUZEAU | 319 119 921 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SARL HYPOCRATE DE LA SALETTE | 388 117 988 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI LA NOUVELLE PINEDE | 331 386 748 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI RESIDENCE FRONTENAC | 348 939 901 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI SOCIBLANC | 328 781 844 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | COFINEA I SAS | 538 144 122 | 100 | 100 |
| 13, rue du Docteur Lancereaux – 75008 Paris | SCI OUVRE TOIT | 497 494 716 | 100 | |
| LUXEMBOURG | ||||
| 1, rue Isaac Newton – L-2242 Luxembourg | COFINIMMO LUXEMBOURG SA | B100044 | 100 | 100 |
| 1, rue Isaac Newton – L-2242 Luxembourg | KAISERSTONE SA | B202584 | 100 | 100 |
| 1, rue Isaac Newton – L-2242 Luxembourg | MASCHSEE PROPERTIES SARL | B240471 | 100 | 100 |
| 1, rue Isaac Newton – L-2242 Luxembourg | UHLENHORST PROPERTIES SARL | B240610 | 100 | 100 |
| 1, rue Isaac Newton – L-2242 Luxembourg | WELLNESSTONE SA | B197443 | 100 | 100 |
| 1, rue Isaac Newton – L-2242 Luxembourg | WELLNESSTONE GP SARL | B238555 | 100 | 100 |
| MONACO | ||||
| 20, avenue de Fontvieille – 98000 Monaco | MANUJACQ 73 SC | 03180 | 100 | 100 |
| THE NETHERLANDS | ||||
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE NV | 530704488 | 100 | 100 |
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE 2 NV | 77325001 | 100 | 100 |
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE 3 NV | 78160162 | 100 | 100 |
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE 4 NV | 81142579 | 100 | 100 |
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE 5 NV | 81144016 | 100 | 100 |
| Verlengde Poolseweg 16 – 4818 CP Breda | SUPERSTONE 6 BV | 68297556 | 100 | |
| UNITED KINGDOM | ||||
| One, Chamberlain Square – Birmingham, West midlands, B3 3 AX | COFIHEALTHCARE UK 1 LIMITED | 13351765 | 100 | |
| One, Chamberlain Square – Birmingham, West midlands, B3 3 AX | COFIHEALTHCARE UK 2 LIMITED | 13346688 | 100 |
Subsidiaries held by Cofinimmo group with minority interests (non-controlling interests)
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) | 31.12.2021 | 31.12.2020 |
|---|---|---|---|---|
| GERMANY | ||||
| Registered address : Hamburg HRA 126199 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | ARCON-TRUST DRITTE IMMOBILIENANIAGEN GMBH & CO. KG | 89.9 | 89,9 | |
| Registered address : Hamburg HRA 124930 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT ALSDORF GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124935 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT BOCHUM GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124934 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT BOTTROP GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124933 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT ERFSTADT/ LIBLAR GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124938 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT FRIEDRICHSTADT GMBH & CO. KG | 94.9 | 94,9 |
ANNUAL ACCOUNTS 292
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) | 31.12.2021 | 31.12.2020 |
|---|---|---|---|---|
| Registered address : Hamburg HRA 124986 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT GELSENKIRCHEN GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124957 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT GOSLAR GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124931 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT HAAN GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124936 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT WEIL AM RHEIN GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 124937 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT WEILERWIST GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 125646 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PFLEGE PLUS + OBJEKT SWISTTAL GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 125644 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PRESIDENTIAL NORDIC 1 GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Hamburg HRA 125645 (en cours de transfert vers Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | PRESIDENTIAL NORDIC 2 GMBH & CO. KG | 94.9 | 94,9 | |
| Registered address : Frankfurt-am-Main HRB 125477 Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | Salza Verwaltungs GmbH | 94.8 | ||
| BELGIUM | ||||
| Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | BELLIARD III-IV PROPERTIES SA/NV | 0475 162 121 | 99,9 | 99,9 |
| Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | PUBSTONE SA/NV | 0405 819 096 | 99,9 | 99,9 |
| Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | PUBSTONE GROUP SA/NV | 0878 010 643 | 90 | 90 |
| Boulevard du Roi Albert II 7 – 1210 Saint-Josse-ten-Noode | VESTASTONE 1 CO SA/NV | 0766 519 932 | 93,4 | |
| LUXEMBOURG | ||||
| 1, rue Isaac Newton – L-2242 Luxembourg | BAD SCHONBORN PROPERTIES SCS | B129973 | 89,9 | 89,9 |
| 1, rue Isaac Newton – L-2242 Luxembourg | GREAT GERMAN NURSING HOMES SCS | B123141 | 94,9 | 94,9 |
| THE NETHERLANDS | ||||
| Verlengde Poolseweg 16 – 4818 CP Breda | PUBSTONE PROPERTIES BV | 20134503 | 90 | 90 |
| ITALY | ||||
| c/o Blue SGR S.p.A., Vicolo Santa Maria alla Porta, 1 – 20123 Milano | ACHESO LAGUNE | 5555383 | 93,4 | |
| c/o Blue SGR S.p.A., Vicolo Santa Maria alla Porta, 1 – 20123 Milano | ACHESO LAGUNE 2 | 5556095 | 93,4 |
ANNUAL ACCOUNTS 293
Associates and joint ventures
| Name and address of the registered office | List of equity subsidiaries | Direct and indirect interests and voting rights (in %) | 31.12.2021 | 31.12.2020 |
|---|---|---|---|---|
| BELGIUM | ||||
| Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | BPG CONGRES SA/NV | 0713.600.789 | 51 | 51 |
| Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | BPG HOTEL SA/NV | 0713.600.888 | 51 | 51 |
| Guldensporenpark 117 A – 9820 Merelbeke | ALDEA GROUP SA/NV | 843.673.732 | 27.1 | 26.6 |
| FRANCE | ||||
| 35, boulevard des Capucines – 750002 Paris | SCI FONCIERE CRF | 433 566 049 | 39 | 39 |
| GERMANY | ||||
| Am Kielsgraben 8 – 40789 Monheim am Rhein | DZI 1. Vorrat GmbH | HRB 88521 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | DZI 2. Vorrat GmbH | HRB 88513 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | DZI 3. Vorrat GmbH | HRB 90853 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | DZI 4. Vorrat GmbH | HRB 90795 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | DZI 5. Vorrat GmbH | HRB 91480 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | Residenzwohnen Jahnshöfe GmbH | HRB 88503 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | Seniorenquartier Viersen GmbH | HRB 88496 | 99,99 | 99,99 |
| Am Kielsgraben 8 – 40789 Monheim am Rhein | Seniorenquartier Dreeskamp GmbH | HRB 88448 | 25 | 25 |
| Registered address : Dusseldorf HRB 94856 Business address : Am Kielsgraben 8 – 40789 Monheim am Rhein | WA Jül II GmbH | 89,9 |
ANNUAL ACCOUNTS 294
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
NON-CONTROLLING INTERESTS
1 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 AB InBev Belgium and renamed Pubstone SA/NV. At 31.12.2021, AB InBev Belgium owns an indirect 10 % stake in the Pubstone structure. In addition, following the restructuring of the Pubstone group in December 2013, AB InBev Belgium owns 10 % of direct minority interests in Pubstone Properties BV. Anheuser-Busch InBev (AB InBev) is the world’s largest brewer. For further information about the group : www.ab-inbev.com
Vestastone
In May 2021, Cofinimmo acquired through its subsidiary Vestastone SA/NV, in which Monceau Vesta SA/NV holds a 6.5 % stake, a portfolio of six nursing and care homes in Italy.
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 should be noted that the holding of these minority interests by third-party companies outside the group, and therefore not controlled by Cofinimmo, is considered as non-material with regard to all the group’s equity : at 31.12.2021, minority interests amounted to 54 million EUR, compared to Cofinimmo’s equity of 3,288 million EUR, i.e. 1.7 %.
Change in non-controlling interests (x 1,000 EUR)
| Cofinimur I | Pubstone | Vestastone | Aspria Maschsee | Aspria Uhlenhorst | Total | |
|---|---|---|---|---|---|---|
| AT 31.12.2019 | 0 | 67,942 | 13,667 | 0 | 530 | 486 |
| Interests on income statement | 0 | -3,748 | 175 | 0 | -4 | -11 |
| MCB Coupons | 0 | -3,009 | 0 | 0 | 0 | 0 |
| Dividends | 0 | 0 | -1,296 | 0 | 0 | 0 |
| Other | 0 | 856 | 0 | 0 | -525 | -475 |
| AT 31.12.2020 | 0 | 62,041 | 12,546 | 0 | 0 | 0 |
| Interests on income statement | 0 | 1,902 | 800 | -37 | 0 | 0 |
| MCB Coupons | 0 | -3,175 | 0 | 0 | 0 | 0 |
| Dividends | 0 | 0 | -1,199 | 0 | 0 | 0 |
| Other | 0 | -23,682 | 0 | 5,062 | 0 | 0 |
| AT 31.12.2021 | 0 | 37,087 | 12,146 | 5,025 | 0 | 0 |
Associates and joint ventures
As at 31.12.2021, the Cofinimmo group owns associates (Aldea Group, SCI Foncière CRF and nine companies which are developing nine 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 partner shareholders. In view of their share in the result of the Cofinimmo group in 2021, these associates and joint ventures are considered as immaterial.
- The term ‘non-controlling interests’ as defined under IFRS 12 corresponds to minority interests.
ANNUAL ACCOUNTS 295
Joint ventures and associates – General information
| Company | BPG Congres | BPG Hotel | 9 healthcare campuses to be developed in Germany | Aldea Group | SCI Foncière CRF | Segment | Other | Other | Healthcare real estate | Healthcare real estate | Healthcare real estate |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Country | Belgium | Belgium | Germany | Belgium | France | ||||||
| % held by Cofinimmo group | 51 % | 51 % | 99.99 % | 27.1 % | 39 % | ||||||
| Partner shareholders | CFE (49 %) | CFE (49 %) | DZI B,V, | Miscellaneous | French Red Cross | ||||||
| Date of company creation | 2018 | 2018 | 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 | ||||||
| 31.12.2021 | 31.12.2021 | 31.12.2021 | 31.12.2021 | 31.12.2021 | |||||||
| Amount of the Cofinimmo share in the result (x 1,000 EUR) | |||||||||||
| Share in the result of associates or joint ventures | -38 | -18 | -1,489 | 190 | 3,660 | ||||||
| Amount of the interest at Cofinimmo (x 1,000 EUR) | |||||||||||
| Participations in associates or joint ventures | 800 | 655 | 7,073 | 20,610 | 50,524 |
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, 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 % 1 stake in the capital of the Aldea group. Cofinimmo is 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.
Cofinimmo holds a stake in the capital of nine companies which are developing nine 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 2023), period duing which Cofinimmo will exercise a significant influence on those nine companies.
- In 2021, the group’s stake went up to 27.1 %.
ANNUAL ACCOUNTS 296
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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. and Salza Verwaltungs GmbH.
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.
Evolution of the number of stock options
| 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 | 0 | -500 | -1,067 | -1,386 | -250 | -695 | -2,125 | -2,050 | -2,350 |
| Exercised | -875 | -1,525 | -450 | -770 | -1,428 | -6,649 | -5,370 | -6,303 | -2,880 | -5,000 | -5,550 |
| Expired | 0 | 0 | 0 | 0 | 0 | 0 | -120 | -217 | 0 | 0 | -100 |
| AT 31.12.2021 | 4,350 | 4,400 | 2,550 | 2,050 | 1,600 | 0 | 0 | 0 | 1,725 | 250 | 0 |
| Exercisable at 31.12 | 4,350 | 4,400 | 2,550 | 2,050 | 1,600 | 0 | 0 | 0 | 1,725 | 250 | 0 |
| 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 |
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.
ANNUAL ACCOUNTS 297
Note 43. Average number of people linked by an employment contract or by a permanent service contract
| 2021 | 2020 | |
|---|---|---|
| Average number of people linked by an employment contract or by a permanent service contract | 144 | 132 |
| Employees | 139 | 127 |
| Executive management personnel | 5 | 5 |
| Full-time equivalent | 133 | 124 |
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 4,003,513 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 dierence 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.
Note 45. Events after closing date
No major event that could have a considerable impact on the results as at 31.12.2021 took place after the closing date.
Issuance of a new sustainable bond early 2022
On 17.01.2022, Cofinimmo issued a second benchmark-sized sustainable public bond for an amount of 500 million EUR. The bonds will carry a coupon of 1 % per annum and will mature on 24.01.2028. The proceeds will be entirely allocated to the (re)financing of assets, in accordance with Cofinimmo’s sustainable financing framework of May 2020. The selected assets as well as the other aspects of sustainable financing defined by the group will be detailed in the 2021 universal registration document.# ANNUAL ACCOUNTS 298 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Acquisition of a plot of land for the construction of a nursing and care home in Oviedo (Asturias - ES)
On 25.01.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the autonomous community of Asturias. The site will see the construction of a new nursing and care home. The investment budget for both the plot of land and the works amounts to approximately 11 million EUR. The site is pre-let to Amavir, one of the country’s leading operators. The new nursing and care home will be built in Oviedo, the capital of the autonomous community and the province of Asturias. The city counts over 220,000 inhabitants. After work completion, the building will have a total surface area of approximately 6,500 m and will offer 144 beds. It will be located in a newly-developed mixed area, combining residential districts with shopping streets, within walking distance from the Camino Montecerrao park. The site will be easily accessible thanks to several road connections as well as the proximity of several bus stops and a train station. In addition, several charging stations for electric vehicles will be installed in the parking facility of the site. Modern and sustainable materials as well as the latest techniques will be used for the construction. Remotely readable meters will help reduce the energy intensity of the building, for which Cofinimmo aims for an A-level energy label as well as a BREEAM Excellent certification. Works are expected to start in Q1 2022 within the framework of a turnkey project. The delivery of the nursing and care home is currently scheduled for Q4 2023, when the lease will start. The amounts corresponding to the construction works will be paid depending on the percentage of completion of the works. A double-net lease with a term of 25 years has been signed with the operator Amavir. The rent will be indexed annually according to the Spanish consumer price index. The gross rental yield is in line with current market conditions.
Acquisition of a plot of land for the construction of a nursing and care home in Elche (Valencia - ES)
On 17.02.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the autonomous community of Valencia. The site 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 8 million EUR. The site is pre-let to Grupo Casaverde, one of the leading operators in neurological rehabilitation as well as in the care and well-being of dependent elderly people in Spain. The new nursing and care home will be located in Elche, in the province of Alicante. With a population of more than 230,000 inhabitants, Elche is the second largest city of the province and the third largest city of the autonomous community. The complex will be located near the city centre of Elche and the municipal park El Palmeral. It will be easily accessible by public transport. The new nursing and care home will also play a significant role in the area as it will help meet the increasing need for care facilities for dependent elderly people in the province of Alicante. After work completion, the site will offer a surface area of approximately 6,000 m and 150 beds spread over a ground floor and 4 storeys. The nursing and care home will count more than 80 % of individual bedrooms which will be divided into co-living units. The entire building is designed for the residents’ well-being. With this building, Cofinimmo aims for an A-level energy performance. The construction works will start shortly within the framework of a turnkey project, and the delivery of the new nursing and care home is currently scheduled for Q4 2023. A triple-net lease has been concluded with the operator Grupo Casaverde for a term of 25 years. The rent will be indexed annually according to the Spanish consumer price index. The gross rental yield is in line with current market conditions.
Acquisition of a plot of land for the construction of a nursing and care home in Castellón de la Plana (Valencia - ES)
On 18.02.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the autonomous community of Valencia. The site will see the construction of a new nursing and care home. The investment budget for both the plot of land and the works amounts to approximately 11 million EUR. The site is pre-let to Solimar, part of Vivalto Group. The new nursing and care home is located in Castellón de la Plana, a city of more than 170,000 inhabitants in the province of Castellón, part of the autonomous community of Valencia, where there is a need for high-quality healthcare real estate. The building will have a total surface area of 5,600 m and will offer 136 beds. Located in a residential area, close to a hospital and the city-centre, the site will be easily accessible thanks to several bus lines and the proximity of the train station of Castellón de La Plana. The parking will also offer two charging stations for electric vehicles and two parking spaces reserved for shared vehicles. Sustainable materials with a long lifecycle and high thermal performance will be used to improve the energy intensity of the building, for which Cofinimmo aimed for an A-level energy performance and a BREEAM Excellent certification. Works are expected to start in March 2022, within the framework of a turnkey project, and the delivery of the nursing and care home is currently scheduled for April 2024. The amounts corresponding to the construction works will be paid depending on the percentage of completion of the works. A triple-net lease with a term of 25 years has been signed with the operator Solimar. The rent will be indexed according to the Spanish consumer price index. The gross rental yield is in line with current market conditions.
Acquisition of a nursing and care home in Normandy (FR)
On 21.02.2022, Cofinimmo acquired a nursing and care home in Normandy. This is the second phase of the acquisition of healthcare real estate sites in Normandy announced on 01.02.2021. The investment amounts to nearly 27 million EUR. The site is already pre-let to DomusVi. The nursing and care home is located in Le Havre, in the department of Seine-Maritime, in Normandy, which counts approximately 3.5 million inhabitants. Built in 2010, the site is currently in operation. In total, it offers 104 beds for long-term placement, of which 45 are dedicated to people suffering from Alzheimer’s disease, 7 places for short- to medium-term placement as well as 15 day-care places, both also dedicated to the same type of patients, spread over a total surface area of approximately 6,300 m. Located in a densely populated urban area which counts several residential areas, the site is easily accessible thanks to extensive road and public transport connections. The site also benefits from the proximity of the private hospital L’Estuaire. Finally, the energy consumption of the building will be monitored to meet environmental standards. A double-net lease has been signed with the operator DomusVi for a fixed term of 12 years. The rent will be indexed annually and the gross rental yield is in line with current market conditions.
Future disposal of the Everegreen office building (BE)
On 25.01.2022, Cofinimmo Offices SA/NV, a 100 % subsidiary of Cofinimmo, signed a private agreement relating to the divestment (by Q4 2023, at the end of the current usufruct) of the Everegreen office building, located rue de Genèvestraat 12 in 1140 Evere, in the decentralised area of Brussels, for approximately 23 million EUR. This amount is in line with the latest fair value as determined by Cofinimmo’s independent real estate valuer prior to the conclusion of the above-mentioned agreement. The divestment of the Everegreen building is fully in line with Cofinimmo’s strategy in the office segment. The building offers over 16,000 m of office space and more than 300 parking spaces. It was built in the early 1990’s and is currently entirely leased.
DIVIDEND
The amount of the dividend proposed to shareholders at the ordinary general meeting of 11.05.2022 will be 189,950,148.00 EUR for the shares and 95,250.00 EUR for treasury shares held by the subsidiary Gestone III SA/NV (for more details, see Note 20).
Note 46. Climate-related aspects
Climate-related aspects are addressed in the ESG report and its appendices included in the universal registration document. In addition, Notes 21 (goodwill) and 22 (investment properties) to these consolidated financial statements refer to these aspects.
ANNUAL ACCOUNTS 299 STATUTORY AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Statutory auditor’s report to the shareholders’ meeting of Cofinimmo NV/SA for the year ended 31 December 2021 - Consolidated financial statements
In the context of the statutory audit of the consolidated financial statements of Cofinimmo NV/SA (“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 NV/SA for 29 consecutive periods.# Report on the consolidated financial statements
UNQUALIFIED OPINION
We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2021, 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 6,176,953 (000) EUR and the consolidated comprehensive result shows a net profit – Group Share for the year then ended of 260,337 (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 2021 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.
ANNUAL ACCOUNTS 300 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| Key audit matters | How our audit addressed the key audit matters |
|---|---|
| Valuation of investment properties • Investment properties measured at fair value (5,710 million EUR) represent 92.4 per cent of the consolidated balance sheet total as at 31 December 2021. 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. • 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. • Furthermore, we assessed the appropriateness of the disclosures provided on the fair value of investment properties. |
ANNUAL ACCOUNTS 301
RESPONSIBILITIES OF THE BOARD OF DIRECTORS FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so.
RESPONSIBILITIES OF THE STATUTORY AUDITOR FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s business has been conducted or will be conducted.
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control;
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
- conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report.# ANNUAL ACCOUNTS 302 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 state - ments 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 also responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements and 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 2021, Management report - Management of financial resources, Management report – Summary of the consolidated accounts, Management report - Events after 31 December 2021, Management report – 2022 Outlook, Corporate governance statement – Internal Control and Risk Management are free of material misstatement, either by information that is incorrectly stated or otherwise misleading.
In the context of the proced - ures performed, we are not aware of such 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 consolidated financial statements.
SINGLE EUROPEAN ELECTRONIC FORMAT (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format (“ESEF”), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 (“Delegated Regulation”).
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial state - ments in the form of an electronic file in ESEF format (“digital consolidated financial statements”) included in the annual financial report.
Our responsibility is to obtain sucient and appropriate evidence to conclude that the format and the tagging of the digital consoli - dated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated Regulation.
Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included in the annual financial report of Cofinimmo NV/SA as of 31 December 2021 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.
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.
Signed at Zaventem, 15 th March 2022.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Rik Neckebroeck
ANNUAL ACCOUNTS 303
Comprehensive result (income statement) (abbreviated format) (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| A. Net result | ||
| Rental income | 120,914 | 127,127 |
| Writeback of lease payments sold and discounted | 5,446 | 9,444 |
| Rental-related expenses | 61 | -740 |
| Net rental income | 126,421 | 135,831 |
| Recovery of property charges | 347 | 468 |
| Recovery income of charges and taxes normally payable by the tenant on rented properties | 18,047 | 9,572 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | -1,149 | -231 |
| Charges and taxes normally payable by the tenant on rented properties | -19,497 | -11,015 |
| Property result | 124,169 | 134,625 |
| Technical costs | -2,288 | -3,602 |
| Commercial costs | -780 | -1,168 |
| Taxes and charges on unlet properties | -2,097 | -2,569 |
| Property management costs | -18,150 | -15,505 |
| Other property charges | 0 | 0 |
| Property charges | -23,315 | -22,843 |
| Property operating result | 100,854 | 111,782 |
| Corporate management costs | -7,779 | -6,645 |
| Operating result before result on the portfolio | 93,074 | 105,137 |
| Gains or losses on disposals of investment properties | 812 | 2,452 |
| Gains or losses on disposals of other non-financial assets | 0 | 0 |
| Changes in the fair value of investment properties | 4,947 | 5,283 |
| Other result on the portfolio | -6,677 | -5,503 |
| Result on the portfolio | -919 | 2,231 |
| Operating result | 92,155 | 107,368 |
| Financial income | 89,601 | 71,831 |
| Net interest charges | -24,017 | -23,266 |
| Other financial charges | -2,405 | -638 |
| Changes in the fair value of financial assets and liabilities | 109,382 | -30,191 |
| Financial result | 172,561 | 17,737 |
| Pre-tax result | 264,717 | 125,105 |
| Corporate tax | -3,082 | -2,331 |
| NET RESULT | 261,635 | 122,774 |
| B. Other elements of the comprehensive result recyclable in the income statement | ||
| Change in the eective 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 | 1,873 | 7,721 |
| Other elements of the comprehensive result | 1,873 | 7,721 |
| C. Comprehensive result | 263,508 | 130,495 |
FINANCIAL STATUTORY STATEMENTS
ANNUAL ACCOUNTS 304 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Appropriations and deductions (x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| A. Net result | 261,635 | 122,774 |
| B. Transfer from/to reserves | -71,258 | 48,493 |
| Transfer to the reserve of the positive balance of changes in the fair value of property assets | -74,456 | -5,283 |
| Financial year | -74,456 | -5,283 |
| Previous years | 0 | 0 |
| Transfer to the reserve of the negative balance of changes in the fair value of property assets | 0 | 9,738 |
| Financial year | 0 | 9,738 |
| Previous years | 0 | 0 |
| Transfer to the reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 |
| 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 | -38,630 | 20,448 |
| Financial year | -38,630 | 20,448 |
| Previous years | 0 | 0 |
| Transfer from/to other reserves | -51 | 19 |
| Transfer from the result carried forward from previous years | 41,879 | 23,572 |
| C. Distribution | 0 | -80,571 |
| Distribution provided for in article 13, § 1, 1 st paragraph of the royal decree of 13.07.2014 | 0 | -80,571 |
| D. Remuneration for financial year other than distribution | -190,377 | -90,696 |
| Dividends | -190,045 | -90,286 |
| Profit-sharing scheme | -332 | -410 |
| E. |
305 Statement of financial situation (balance sheet) (abbreviated format)
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Non-current assets | 5,243,957 | 4,997,091 |
| Intangible assets | 2,486 | 2,172 |
| Investment properties | 1,520,982 | 2,343,818 |
| Other tangible assets | 1,772 | 1,422 |
| Non-current financial assets | 3,623,577 | 2,554,110 |
| Finance lease receivables | 94,948 | 95,569 |
| Other long-term receivables | 191 | 0 |
| Trade receivables and other non-current assets | 0 | 0 |
| Current assets | 49,387 | 68,324 |
| Assets held for sale | 0 | 3,320 |
| Current financial assets | 0 | 0 |
| Finance lease receivables | 2,018 | 2,030 |
| Trade receivables | 23,007 | 15,449 |
| Tax receivables and other current assets | 6,126 | 19,390 |
| Cash and cash equivalents | 2,917 | 1,033 |
| Accrued charges and deferred income | 15,319 | 27,102 |
| TOTAL ASSETS | 5,293,344 | 5,065,416 |
| Shareholders’ equity | 3,234,052 | 2,575,301 |
| Capital | 1,698,517 | 1,450,210 |
| Share premium account | 994,904 | 883,442 |
| Reserves | 278,997 | 118,875 |
| Net result for the financial year | 261,635 | 122,774 |
| Liabilities | 2,059,292 | 2,490,115 |
| Non-current liabilities | 990,236 | 1,370,514 |
| Provisions | 26,894 | 25,329 |
| Non-current financial debts | 904,256 | 1,246,813 |
| Credit institutions | 235,987 | 389,672 |
| Other | 668,269 | 857,141 |
| Other non-current financial liabilities | 50,932 | 90,436 |
| Deferred taxes | 8,154 | 7,937 |
| Current liabilities | 1,069,057 | 1,119,601 |
| Current financial debts | 1,027,342 | 1,035,945 |
| Other current financial liabilities | 165 | 206 |
| Trade debts and other current debts | 36,999 | 67,622 |
| Accrued charges and deferred income | 4,552 | 15,829 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 5,293,344 | 5,065,416 |
ANNUAL ACCOUNTS 306 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Calculation of the debt-to-assets ratio
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Non-current financial debts | 904,256 | 1,246,813 |
| Other non-current financial liabilities (except hedging instruments) | 455 | 390 |
| Current financial debts | 1,027,342 | 1,035,945 |
| Trade debts and other current debts | 36,999 | 67,622 |
| Uncalled amounts of acquired securities | 180 | 180 |
| Total debt = | 1,969,232 | 2,350,950 |
| Total assets | 5,293,344 | 5,065,416 |
| Hedging instruments | -5,570 | 382 |
| Total assets (except hedging instruments) = | 5,287,774 | 5,065,034 |
| DEBT-TO-ASSETS RATIO | 37.24 % | 46.42 % |
Kris Ceuppens – Head of Pubstone & Muriel Peeters – Property management assistant & Concetto Magro – Senior property manager
ANNUAL ACCOUNTS 307
Obligation to distribute dividends according to the Royal decree of 13.07.2014 concerning RRECs
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Net result | 261,635 | 122,774 |
| Depreciation (+) | 1,162 | 963 |
| Impairments (+) | 23 | 134 |
| Writeback of impairments (-) | -30 | -18 |
| Writeback of lease payments sold and discounted (-) | -5,446 | -9,444 |
| Other non-cash elements (+/-) | -31,909 | 23,128 |
| Result on disposal of property assets (+/-) | -812 | -2,452 |
| Changes in fair value of investment properties (+/-) | -74,456 | 4,455 |
| Corrected result (A) | 150,168 | 139,539 |
| Capital gains and losses realised¹ on property assets during the financial year (+/-) | 2,195 | -38,784 |
| Realised gains¹ on property assets during the year, exempt from the obligation to distribute if reinvested within four years (-) | -2,229 | -42 |
| 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) | -34 | -38,826 |
| TOTAL (A+B) x 80 % | 120,107 | 80,571 |
| Debt decrease (-) | -381,719 | 0 |
| Obligation to distribute dividends | 0 | 80,571 |
Reconciliation between balance sheet and balance sheet after proposed allocation (proforma A) and balance sheet after proposed distribution (proforma B)
¹ Compared to the acquisition value plus the capitalised renovation costs.
(x 1,000 EUR)
| As at 31.12.2021 | Allocation proposed at the general meeting of 11.05.2022 | Proforma A 31.12.2021 | Distribution proposed at the general meeting of 11.05.2022 | Proforma B 31.12.2021 | |
|---|---|---|---|---|---|
| Total balance sheet | 5,293,344 | 0 | 5,293,344 | 0 | 5,293,344 |
| Provision | -26,894 | 0 | -26,894 | 0 | -26,894 |
| Liabilities | -2,032,398 | 0 | -2,032,398 | 0 | -2,032,398 |
| Net assets | 3,234,052 | 0 | 3,234,052 | 0 | 3,234,052 |
| Distribution of dividends and profit-sharing plan | 0 | 0 | 0 | -190,377 | -190,377 |
| Net assets after distribution | 3,234,052 | 0 | 3,234,052 | -190,377 | 3,043,675 |
| Capital | 1,698,517 | 0 | 1,698,517 | 0 | 1,698,517 |
| Unavailable share premiums | 356,214 | 0 | 356,214 | 0 | 356,214 |
| Available share premiums | 638,689 | 0 | 638,689 | 0 | 638,689 |
| Reserve of the positive balance of changes in the fair value of property assets | 123,398 | 74,456 | 197,854 | 0 | 197,854 |
| Reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 | 0 | 0 | 0 |
| Reserve of the balance of the changes in the fair value of authorised hedging instruments qualifying for hedge accounting | -48,643 | 38,630 | -10,013 | 0 | -10,013 |
| 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 |
| Reserve for treasury shares | -1,155 | 0 | -1,155 | 0 | -1,155 |
| Other reserves declared non-distributable by the general meeting | 1,029 | 51 | 1,029 | 0 | 1,029 |
| Legal reserve | 0 | 0 | 0 | 0 | 0 |
| Result carried forward | 204,418 | 148,498 | 352,917 | -190,377 | 162,540 |
| Annual result | 261,635 | -261,635 | 0 | 0 | 0 |
| Total equity | 3,234,052 | 0 | 3,234,052 | -190,377 | 3,043,675 |
ANNUAL ACCOUNTS 308 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Equity that cannot be distributed according to article 7:212 of the Code of companies and associations
(x 1,000 EUR)
| 2021 | 2020 | |
|---|---|---|
| Total balance sheet | 5,293,344 | 5,065,416 |
| Provision | -26,894 | -25,329 |
| Liabilities | -2,032,398 | -2,464,786 |
| Net assets | 3,234,052 | 2,575,301 |
| Capital increase of 08.03.2021 | 0 | 177,850 |
| Capital increase of 08.04.2021 | 0 | 103,126 |
| Distribution of dividends and profit-sharing plan | -190,377 | -171,267 |
| Net assets after distribution | 3,043,675 | 2,685,010 |
| Paid-up capital or, if greater, subscribed capital | 1,698,517 | 1,580,165 |
| Share premium account unavailable for distribution according to the articles of association | 356,214 | 356,214 |
| Reserve of the positive balance of changes in the fair value of property assets | 197,854 | 109,430 |
| Reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 |
| Reserve of the balance of the changes in the fair value of authorised hedging instruments qualifying for hedge accounting | 0 | 0 |
| Reserve of the balance of the changes in the fair value of authorised hedging instruments not qualifying for hedge accounting | -10,013 | -52,550 |
| Reserve for treasury shares | 0 | 0 |
| Other reserves declared non distributable by the general meeting | 1,029 | 1,618 |
| Legal reserve | 0 | 0 |
| Non-distributable equity according to article 7:212 of Code of companies and associations | 2,243,601 | 1,994,877 |
| Margin remaining after distribution | 800,074 | 690,133 |
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.
ANNUAL ACCOUNTS 309
Consolidated statement of changes in shareholders’ equity
(x 1,000 EUR)
| At 31.12.2019 | Allocation of the net result | Dividends/ coupons | Share issue | 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,385,227 | 0 | 0 | 64,983 | 0 | 0 | 0 | 0 | 0 | 1,450,210 |
| Share premiums | 806,214 | 0 | 0 | 77,227 | 0 | 0 | 0 | 0 | 0 | 883,442 |
| Reserves | 58,398 | 197,542 | -145,036 | 0 | 254 | 0 | 0 | 7,717 | 0 | 118,875 |
| Reserve of the balance of changes in the fair value of property assets | 67,257 | 67,246 | 0 | 0 | 0 | 0 | 40,426 | -61,043¹ | 0 | 113,884 |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | -55,403 | -6,453 | 0 | 0 | 0 | 0 | 810 | 61,043¹ | 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 applied | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 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 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -28,195 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,076 | 4 | 0 | 0 | -18 | 0 | 0 | 0 | 0 | -1,090 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | -11,627 | 0 | 0 | 0 | 0 | 0 | 0 | 7,721 | 0 | -3,906 |
| Deferred result | 62,223 | 161,139 | -145,036 | 0 | 272 | 0 | -41,236 | -4 | 0 | 37,360 |
| Net result of the financial year | 197,542 | -197,542 | 0 | 0 | 0 | 0 | 0 | 0 | 122,774 | 122,774 |
| TOTAL SHAREHOLDERS’ EQUITY | 2,447,381 | 0 | -145,036 | 142,210 | 254 | 0 | 0 | 7,717 | 122,774 | 2,575,301 |
(x 1,000 EUR)
| At 31.12.2020 | Allocation of the net result | Dividends/ coupons | Share issue | 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 31.12.2021 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,450,210 | 0 | 0 | 248,306 | 0 | 0 | 0 | 0 | 0 | 1,698,517 |
| Share premiums | 883,442 | 0 | 0 | 313,673 | 0 | 0 | -202,211 | 0 | 0 | 994,904 |
| Reserves | 118,875 | 122,774 | -171,267 | 0 | 109 | 0 | 202,211 | 6,295 | 0 | 278,997 |
| Reserve of the balance of changes in the fair value of property assets | 113,884 | -4,455 | 0 | 0 | 0 | 0 | 13,969 | 0 | 0 | 123,398 |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 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 applied | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 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 | -28,195 | -20,448 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -48,643 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,090 | -19 | 0 | 0 | 109 | 0 | 0 | 0 | 0 | -1,000 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | -3,906 | 0 | 0 | 0 | 0 | 0 | 2,033 | 1,873 | 0 | 0 |
| Deferred result | 37,360 | 147,695 | -171,267 | 0 | 0 | 0 | 186,209 | 4,421 | 0 | 204,418 |
| Net result of the financial year | 122,774 | -122,774 | 0 | 0 | 0 | 0 | 0 | 0 | 261,635 | 261,635 |
| TOTAL SHAREHOLDERS’ EQUITY | 2,575,301 | 0 | -171,267 | 561,979 | 109 | 0 | 0 | 6,295 | 261,635 | 3,234,052 |
ANNUAL ACCOUNTS 310 COFINIMMO# 2021 UNIVERSAL REGISTRATION DOCUMENT
Consolidated statement of changes in shareholders’ equity (x 1,000 EUR)
| At 31.12.2019 | Allocation of the net result | Dividends/ coupons | Share issue | 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,385,227 | 0 | 0 | 64,983 | 0 | 0 | 0 | 0 | 0 | 1,450,210 |
| Share premiums | 806,214 | 0 | 0 | 77,227 | 0 | 0 | 0 | 0 | 0 | 883,442 |
| Reserves | 58,398 | 197,542 | -145,036 | 0 | 254 | 0 | 0 | 7,717 | 0 | 118,875 |
| Reserve of the balance of changes in the fair value of property assets | 67,257 | 67,246 | 0 | 0 | 0 | 0 | 40,426 | -61,0431 | 1 | 0 |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | -55,403 | -6,453 | 0 | 0 | 0 | 0 | 810 | 61,0431 | 1 | 0 |
| 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 | 0 | 0 | 0 | 0 | 0 | 0 | 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 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -28,195 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,076 | 4 | 0 | 0 | -18 | 0 | 0 | 0 | 0 | -1,090 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | -11,627 | 0 | 0 | 0 | 0 | 0 | 0 | 7,721 | 0 | -3,906 |
| Deferred result | 62,223 | 161,139 | -145,036 | 0 | 272 | 0 | -41,236 | -4 | 0 | 37,360 |
| Net result of the financial year | 197,542 | -197,542 | 0 | 0 | 0 | 0 | 0 | 0 | 122,774 | 122,774 |
| TOTAL SHAREHOLDERS’ EQUITY | 2,447,381 | 0 | -145,036 | 142,210 | 254 | 0 | 0 | 7,717 | 122,774 | 2,575,301 |
(x 1,000 EUR)
| At 31.12.2020 | Allocation of the net result | Dividends/ coupons | Share issue | 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 31.12.2021 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,450,210 | 0 | 0 | 248,306 | 0 | 0 | 0 | 0 | 0 | 1,698,517 |
| Share premiums | 883,442 | 0 | 0 | 313,673 | 0 | 0 | -202,211 | 0 | 0 | 994,904 |
| Reserves | 118,875 | 122,774 | -171,267 | 0 | 109 | 0 | 202,211 | 6,295 | 0 | 278,997 |
| Reserve of the balance of changes in the fair value of property assets | 113,884 | -4,455 | 0 | 0 | 0 | 0 | 13,969 | 0 | 0 | 123,398 |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 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 applied | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 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 | -28,195 | -20,448 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -48,643 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,090 | -19 | 0 | 0 | 109 | 0 | 0 | 0 | 0 | -1,000 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | -3,906 | 0 | 0 | 0 | 0 | 0 | 2,033 | 1,873 | 0 | 0 |
| Deferred result | 37,360 | 147,695 | -171,267 | 0 | 0 | 0 | 186,209 | 4,421 | 0 | 204,418 |
| Net result of the financial year | 122,774 | -122,774 | 0 | 0 | 0 | 0 | 0 | 0 | 261,635 | 261,635 |
| TOTAL SHAREHOLDERS’ EQUITY | 2,575,301 | 0 | -171,267 | 561,979 | 109 | 0 | 0 | 6,295 | 261,635 | 3,234,052 |
- In accordance with the FSMA circular of 02.07.2020.
ANNUAL ACCOUNTS 311
STATUTORY AUDITOR’S REPORT ON THE FINANCIAL STATUTORY STATEMENTS
Statutory auditor’s report to the shareholders’ meeting of Cofinimmo NV/SA for the year ended 31 December 2021 - Annual accounts.
In the context of the statutory audit of the annual accounts of Cofinimmo NV/SA (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 NV/SA for 29 consecutive periods.
Report on the annual accounts
UNQUALIFIED OPINION
We have audited the annual accounts of the company, which comprise the statement of financial position as at 31 December 2021, 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 statement of financial situation shows total assets of 5 293 344 (000) EUR and the comprehensive result shows a net profit for the year ended of 261 635 (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 2021 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 ocials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sucient 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 # ANNUAL ACCOUNTS 313
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 the financial reporting framework 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
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.
ANNUAL ACCOUNTS 314
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 also 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 2021, Management report – Appropriation of company results, Management report - Events after 31 December 2021, Management report – Management of financial resources, Corporate governance statement – Internal Control and Risk Management;
are free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such 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.
- This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) N° 537/2014.
- The board of directors has taken the decisions described in the directors’ report, with financial consequences as a result. In accordance with article 7:96 of the Code of companies and associations, the board of directors has informed the shareholders. We have assessed the financial consequences for the company relating to the decisions taken in respect of the conflict of interest as described in the directors’ report and we have nothing to 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.
Signed at Zaventem, 15th March 2022.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Rik Neckebroeck
ANNUAL ACCOUNTS 315
APPENDICES TO THE ESG REPORT
TABLE OF CONTENTS
- EPRA performance indicators 317
- Dashboard 337
- Link between topics of Cofinimmo and SDGs 342
- GRI content index 344
- Auditor’s report 348
316
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
EPRA PERFORMANCE INDICATORS
Cofinimmo constantly strives to communicate clearly and transparently with its stakeholders. To this end, it applies the sustainability Best Practices Recommendations (sBPR), promulgated by EPRA.# 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 or controlled by the owner) include Cofinimmo’s head oce, the operational multi-tenant leases, and medical oce buildings (375,097/2,567,133 m). 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 oce buildings, property of distribution networks, PPP, and single-tenant oce buildings, which together represent 85 % of the portfolio. These buildings are indirectly managed (controlled by the tenant) and their GHG emissions are considered as scope 3. It is important to note that, for ESG indicators, all the buildings of the portfolio are included, without distinction between operational and financial leases.
Coverage
Coverage is always expressed in m per segment. The surface areas used match the surface area of the buildings as in chapter ‘Property report’ (see pages 146-157). The surface area used for the calcu- lation of the intensity of the dierent environmental performance indicators is listed in a table at the beginning of the environmental performance indicators (see pages 320-321). For each absolute indicator, each row shows the coverage expressed as the number of buildings compared to the total number of build- ings and as a percentage of surface areas compared to the total surface area. For electricity, the directly managed portfolio coverage is approximately 80 %, the coverage for fuels, 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 invoi- ces. 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 2020 to May 2021 will be used as a basis for estimating the consumption for the period going from June 2021 to December 2021). 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 incom- plete 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. For Cofinimmo’s head oce, no data has been estimated. For each absolute indicator, each row shows the proportion of estimated data expressed in percentage compared to the total.
Third-party assurance
In accordance with ISAE 3000; all the environmental, social and governance performance indicators included on pages 322-336 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’). 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 indica- tors 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.
EPRA sBPR AWARD
In September 2021, the European association of listed real estate companies EPRA granted Cofinimmo, among other leading European listed companies, an sBPR award for the tenth consecutive year for the quality of its sustainability report.
317 APPENDICES TO THE ESG REPORT
Limitations on consumption
Consumption data is provided directly by the tenant for a sample of surface areas (55 % of portfolio indirectly managed), comprising a mix of operational and financial leases. In total, 75 % of the consumption data for the private spaces of multi-tenant buildings is obtained by the landlord’s property manager (84 %) or by the distribution network’s manager with the formal agreement of the tenant (16 %). For multi-tenant oce buildings, healthcare properties for which Cofinimmo Services and Superstone provide property management, or the head oce (15 % of the portfolio), Cofinimmo can only act on the consumption of the shared technical equipment of these assets.
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 according to the following segments : healthcare real estate, property of distribution networks and PPP, and oces. The impact of Cofinimmo’s head oce 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 dier from country to country, indicators are then analysed geographically without the operational control distinction.
Cofinimmo’s head oce
In complete transparency, each indicator shows the head oce measurements as well as the evolution of the measurements on a separate line. For the head oce, no estimate has been made and the coverage is 100 % for each indicator. Being part of Cofinimmo’s portfolio, the head oce is included in the consolidated results of the oce segment. The social indicators related to the employees cover all employees (145 persons as at 31.12.2021) in Belgium (128 persons), in France (4 persons), in the Netherlands (5 persons), in Germany (6 persons) and in Spain (2 persons). All the other indicators (energy, commuting, etc.) only cover de surface areas in Belgium (3,868 m), since the surface areas occupied in France (93 m), the Netherlands (35 m), Germany (approximately 30 m), and Spain (approximately 30 m) are not material.
Woluwe 58 oce building – Cofinimmo’s head oce – Brussels decentralised (BE)
318 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Performance
The results relating to electricity, fuel, urban heat 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. The findings on the environmental indicators below concern the 2020-2021 like-for-like analysis. On a like-for-like basis, there was a 0.5 % increase in emissions, with the following breakdown :
- a 5.9 % increase in scopes 1 and 2;
- a 1.6 % decrease in scope 3.
This is consistent with the objective of reducing the energy inten - sity of the portfolio by 30 % and is explained by a resumption of activities in 2021 after the 2020 year which was strongly impacted by the lockdown. Water consumption per m is almost five times higher in the health- care real estate segment than in the oce segment. With a like- for- like asset mix, a decrease in water consumption of 8.9 % 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 1.1 % and 42 % of the collected waste is recycled. Although consumption is less impacted by a resumption of activ - ities in 2021, the overall changes in the portfolio are the result of a combination of activities to reduce consumption and a higher occupancy rate. The 15 buildings with BREEAM or BREEAM-equivalent certifica - tions represent approximately 6 % of the portfolio. In the context of ISO 14001 certification, the principles of BREEAM and/or BREEAM 59 % ELECTRICITY COVERAGE
61 % FUEL COVERAGE
46 % WATER COVERAGE
18 % WASTE COVERAGE
2,567,133 m 2 SURFACE OF PORTFOLIO
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 and in the notes at the end of the results for each indicator. All the 2021 data were taken from the energy accounting system. The material stakes relating to energy intensity and GHG emis- sions are included in the chapter on pages 121-123. The objectives relating to the coverage of energy intensity and GHG emissions are included in the ‘Dashboard‘ (see pages 337-341). The ratio of basic salary and remuneration for women and men is increasing at all levels, which demonstrates more equal pay.
Publication
The environmental and social indicators are published in full in this chapter (see pages 322-336). The information relating to the governance indicators is pub- lished in the ‘Corporate Governance Statement’ chapter (see pages 188-206).
Reporting period
The indicators cover the period from 01.01.2021 to 31.12.2021. A comparison is made with the 2020 figures. No adjustments were made to the 2020 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 106-111). This analysis showed that all the EPRA performance indicators are material and therefore listed on the following pages.## APPENDICES TO THE ESG REPORT
Pub De Vooruitgang – Eindhoven (NL)
PORTFOLIO COVERAGE BY INDICATOR AND SEGMENT (M)
| Total surface area | Elec- Abs | Elec- LfL | Fuels- Abs | Fuels- LfL | DH&C- Abs | DH&C- LfL | Indir- Abs | Indir- LfL | Dir- Abs | Dir- LfL | Water- Abs | Water- LfL | Waste- Abs | Waste- LfL |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 1,476,950 | 909,740 | 496,400 | 877,151 | 447,741 | 46,638 | 0 | 909,740 | 496,400 | 0 | 0 | 686,482 | 342,125 | 0 |
| Distribution networks | 361,671 | 16,131 | 14,957 | 14,616 | 13,748 | 0 | 0 | 16,131 | 14,957 | 0 | 0 | 9,043 | 9,043 | 9,043 |
| PPP | 187,726 | 178,457 | 138,855 | 178,457 | 138,855 | 0 | 0 | 178,457 | 138,855 | 0 | 0 | 39,600 | 39,600 | 28,316 |
| Single-tenant oces | 165,689 | 106,916 | 106,916 | 110,116 | 109,791 | 0 | 0 | 106,916 | 106,916 | 0 | 0 | 93,713 | 90,253 | 91,404 |
| TOTAL indirectly managed | 2,192,037 | 1,211,244 | 757,128 | 1,180,340 | 710,135 | 46,638 | 0 | 1,211,244 | 757,128 | 0 | 0 | 828,838 | 481,021 | 128,763 |
| Medical oce buildings | 50,027 | 50,027 | 30,080 | 50,027 | 24,565 | 0 | 0 | 50,027 | 30,080 | 50,027 | 24,565 | 32,566 | 26,687 | 26,458 |
| Multi-tenant oces – shared | 321,202 | 241,799 | 241,799 | 321,202 | 321,202 | 0 | 0 | 241,799 | 241,799 | 321,202 | 321,202 | 305,993 | 285,335 | 310,594 |
| Private (purchase by landlord) | 203,379 | 203,379 | 203,379 | 0 | 0 | 0 | 0 | 203,379 | 203,379 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 117,823 | 38,420 | 38,420 | 0 | 0 | 0 | 0 | 38,420 | 38,420 | 0 | 0 | 0 | 0 | 0 |
| Head oce | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 0 | 0 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 |
| TOTAL directly managed | 375,097 | 295,694 | 275,747 | 375,097 | 349,635 | 0 | 0 | 295,694 | 275,747 | 375,097 | 349,635 | 342,427 | 315,890 | 340,920 |
| TOTAL | 2,567,133 | 1,506,938 | 1,032,875 | 1,555,437 | 1,059,770 | 46,638 | 0 | 1,506,938 | 1,032,875 | 375,097 | 349,635 | 1,171,265 | 796,911 | 469,683 |
| Total surface area | Elec- Abs | Elec- LfL | Fuels- Abs | Fuels- LfL | DH&C- Abs | DH&C- LfL | Indir- Abs | Indir- LfL | Dir- Abs | Dir- LfL | Water- Abs | Water- LfL | Waste- Abs | Waste- LfL |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 591,973 | 267,471 | 267,471 | 262,952 | 233,811 | 0 | 0 | 267,471 | 267,471 | 0 | 0 | 176,416 | 164,952 | 0 |
| Healthcare real estate (FR) | 230,110 | 189,075 | 148,065 | 181,647 | 148,065 | 0 | 0 | 189,075 | 148,065 | 0 | 0 | 153,719 | 134,842 | 0 |
| Healthcare real estate + medical oce buildings (NL) | 187,013 | 152,313 | 83,485 | 145,884 | 64,428 | 0 | 0 | 152,313 | 83,485 | 50,027 | 24,565 | 135,042 | 29,761 | 26,458 |
| Healthcare real estate (DE) | 293,629 | 266,512 | 27,459 | 252,299 | 26,002 | 46,638 | 0 | 266,512 | 27,459 | 0 | 0 | 239,901 | 39,257 | 0 |
| Healthcare real estate (Others) | 224,252 | 84,396 | 0 | 84,396 | 0 | 0 | 0 | 84,396 | 0 | 0 | 0 | 13,970 | 0 | 0 |
| TOTAL Healthcare real estate | 1,526,977 | 959,767 | 526,480 | 927,178 | 472,306 | 46,638 | 0 | 959,767 | 526,480 | 50,027 | 24,565 | 719,048 | 368,812 | 26,458 |
| TOTAL Oces | 490,759 | 352,583 | 352,583 | 435,186 | 434,861 | 0 | 0 | 352,583 | 352,583 | 325,070 | 325,070 | 403,574 | 379,456 | 405,866 |
320 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
PORTFOLIO COVERAGE BY INDICATOR AND SEGMENT (M)
| Total surface area | Elec- Abs | Elec- LfL | Fuels- Abs | Fuels- LfL | DH&C- Abs | DH&C- LfL | Indir- Abs | Indir- LfL | Dir- Abs | Dir- LfL | Water- Abs | Water- LfL | Waste- Abs | Waste- LfL |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 1,476,950 | 909,740 | 496,400 | 877,151 | 447,741 | 46,638 | 0 | 909,740 | 496,400 | 0 | 0 | 686,482 | 342,125 | 0 |
| Distribution networks | 361,671 | 16,131 | 14,957 | 14,616 | 13,748 | 0 | 0 | 16,131 | 14,957 | 0 | 0 | 9,043 | 9,043 | 9,043 |
| PPP | 187,726 | 178,457 | 138,855 | 178,457 | 138,855 | 0 | 0 | 178,457 | 138,855 | 0 | 0 | 39,600 | 39,600 | 28,316 |
| Single-tenant oces | 165,689 | 106,916 | 106,916 | 110,116 | 109,791 | 0 | 0 | 106,916 | 106,916 | 0 | 0 | 93,713 | 90,253 | 91,404 |
| TOTAL indirectly managed | 2,192,037 | 1,211,244 | 757,128 | 1,180,340 | 710,135 | 46,638 | 0 | 1,211,244 | 757,128 | 0 | 0 | 828,838 | 481,021 | 128,763 |
| Medical oce buildings | 50,027 | 50,027 | 30,080 | 50,027 | 24,565 | 0 | 0 | 50,027 | 30,080 | 50,027 | 24,565 | 32,566 | 26,687 | 26,458 |
| Multi-tenant oces – shared | 321,202 | 241,799 | 241,799 | 321,202 | 321,202 | 0 | 0 | 241,799 | 241,799 | 321,202 | 321,202 | 305,993 | 285,335 | 310,594 |
| Private (purchase by landlord) | 203,379 | 203,379 | 203,379 | 0 | 0 | 0 | 0 | 203,379 | 203,379 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 117,823 | 38,420 | 38,420 | 0 | 0 | 0 | 0 | 38,420 | 38,420 | 0 | 0 | 0 | 0 | 0 |
| Head oce | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 0 | 0 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 | 3,868 |
| TOTAL directly managed | 375,097 | 295,694 | 275,747 | 375,097 | 349,635 | 0 | 0 | 295,694 | 275,747 | 375,097 | 349,635 | 342,427 | 315,890 | 340,920 |
| TOTAL | 2,567,133 | 1,506,938 | 1,032,875 | 1,555,437 | 1,059,770 | 46,638 | 0 | 1,506,938 | 1,032,875 | 375,097 | 349,635 | 1,171,265 | 796,911 | 469,683 |
| Total surface area | Elec- Abs | Elec- LfL | Fuels- Abs | Fuels- LfL | DH&C- Abs | DH&C- LfL | Indir- Abs | Indir- LfL | Dir- Abs | Dir- LfL | Water- Abs | Water- LfL | Waste- Abs | Waste- LfL |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 591,973 | 267,471 | 267,471 | 262,952 | 233,811 | 0 | 0 | 267,471 | 267,471 | 0 | 0 | 176,416 | 164,952 | 0 |
| Healthcare real estate (FR) | 230,110 | 189,075 | 148,065 | 181,647 | 148,065 | 0 | 0 | 189,075 | 148,065 | 0 | 0 | 153,719 | 134,842 | 0 |
| Healthcare real estate + medical oce buildings (NL) | 187,013 | 152,313 | 83,485 | 145,884 | 64,428 | 0 | 0 | 152,313 | 83,485 | 50,027 | 24,565 | 135,042 | 29,761 | 26,458 |
| Healthcare real estate (DE) | 293,629 | 266,512 | 27,459 | 252,299 | 26,002 | 46,638 | 0 | 266,512 | 27,459 | 0 | 0 | 239,901 | 39,257 | 0 |
| Healthcare real estate (Others) | 224,252 | 84,396 | 0 | 84,396 | 0 | 0 | 0 | 84,396 | 0 | 0 | 0 | 13,970 | 0 | 0 |
| TOTAL Healthcare real estate | 1,526,977 | 959,767 | 526,480 | 927,178 | 472,306 | 46,638 | 0 | 959,767 | 526,480 | 50,027 | 24,565 | 719,048 | 368,812 | 26,458 |
| TOTAL Oces | 490,759 | 352,583 | 352,583 | 435,186 | 434,861 | 0 | 0 | 352,583 | 352,583 | 325,070 | 325,070 | 403,574 | 379,456 | 405,866 |
321 APPENDICES TO THE ESG REPORT
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 and fuels.
| Elec-Int | DH&C-Int | Fuels-Int | Energy-Int | Energy-Int-LfL | |
|---|---|---|---|---|---|
| 2021 | 2020 | | 2021 | 2020 | |
| Healthcare real estate | 54 | 55 | -1.9 % | 97 | 0 |
| Distribution networks | 35 | 56 | -38.3 % | 0 | 0 |
| PPP | 52 | 43 | 21.1 % | 0 | 0 |
| Single-tenant oces | 209 | 150 | 38.8 % | 0 | 0 |
| TOTAL indirectly managed | 67 | 70 | -5.2 % | 97 | 0 |
| Medical oce buildings | 84 | 79 | 5.4 % | 0 | 0 |
| Multi-tenant oces | 75 | 85 | -11.3 % | 0 | 0 |
| Head oce | 75 | 79 | -5.1 % | 0 | 0 |
| TOTAL directly managed | 77 | 84 | -9.1 % | 0 | 0 |
| TOTAL | 69 | 74 | -7.2 % | 97 | 0 |
- The values shown represent the total consumption for the building, without distinction between the private and shared areas.
- 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.
- No information is available for the distribution networks in France and the Netherlands.
- For distribution networks, the significant increase is due to the fact that the lockdown.
| Elec-Int | DH&C-Int | Fuels-Int | Energy-Int | Energy-Int-LfL | |
|---|---|---|---|---|---|
| 2021 | 2020 | | 2021 | 2020 | |
| Healthcare real estate (BE) | 37 | 44 | -14.8 % | 0 | 0 |
| Healthcare real estate (FR) | 76 | 80 | -4.4 % | 0 | 0 |
| Healthcare real estate + medical oce buildings (NL) | 76 | 85 | -10.1 % | 0 | 0 |
| Healthcare real estate (DE) | 46 | 46 | 1.5 % | 97 | 0 |
| Healthcare real estate (Others) | 56 | 0 | 0.0 % | 0 | 0 |
| TOTAL Healthcare real estate | 55 | 56 | -0.8 % | 97 | 0 |
| TOTAL Oces | 116 | 108 | 7.0 % | 0 | 0 |
- No information is available for healthcare real estate in Finland, Ireland, Italy and the United Kingdom.
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/ total of buildings | Coverage in m² | Elec-Abs | Elec-LfL | Electricity from renewable sources | Estimated electricity consumption | |
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | | ||
| Healthcare real estate | 160/250 | 62 % | 48,851 | 39,883 | 26,883 | 28,449 |
| Distribution networks | 16/1,080 | 4 % | 560 | 1,107 | 543 | 189 |
| PPP | 13/14 | 95 % | 9,216 | 5,919 | 5,982 | 5,919 |
| Single-tenant oces | 13/20 | 65 % | 22,323 | 29,363 | 22,323 | 25,348 |
| TOTAL indirectly managed | 202/1,364 | 55 % | 80,950 | 76,272 | 55,731 | 59,906 |
| Medical oce buildings | 16/16 | 100 % | 4,188 | 2,389 | 2,426 | 2,389 |
| Multi-tenant oces – shared | 31/41 | 75 % | 9,701 | 15,608 | 9,205 | 10,954 |
| Private (purchase by landlord) | 22/22 | 100 % | 7,506 | 7,369 | 7,506 | 6,146 |
| Private (purchase by tenant) | 9/19 | 33 % | 944 | 6,508 | 944 | 981 |
| Head oce | 1/1 | 100 % | 291 | 306 | 291 | 306 |
| TOTAL directly managed | 48/58 | 79 % | 22,630 | 32,180 | 20,371 | 20,776 |
| TOTAL | 250/1,422 | 59 % | 103,580 | 108,452 | 76,102 | 80,681 |
- 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.
- 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.# APPENDICES TO THE ESG REPORT
TOTAL ELECTRICITY CONSUMPTION (MWH/YEAR)
Based on disclosures GRI 302-1 and 302-2
No information available for the distribution networks in France and in the Netherlands.
| Number/ total of buildings | Coverage in m 2 | Elec-Abs | Elec-LfL | Electricity from renewable sources | Estimated electricity consumption | ||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||
| Healthcare real estate (BE) | 41/88 | 45 % | 9,926 | 21,165 | 9,926 | 10,414 | -4.7 % |
| Healthcare real estate (FR) | 43/53 | 82 % | 14,457 | 12,398 | 10,694 | 11,926 | -10.3 % |
| Healthcare real estate + medical oce buildings (NL) | 39/46 | 81 % | 11,578 | 7,253 | 7,200 | 7,085 | 1.6 % |
| Healthcare real estate (DE) | 39/44 | 91 % | 12,376 | 1,456 | 1,488 | 1,413 | 5.3 % |
| Healthcare real estate (Others) | 14/35 | 38 % | 4,701 | 0 | 0 | 0 | 0.0 % |
| TOTAL Healthcare real estate | 176/266 | 63 % | 53,039 | 42,272 | 29,309 | 30,838 | -5.0 % |
| TOTAL Oces | 45/62 | 72 % | 40,765 | 59,153 | 40,268 | 43,735 | -7.9 % |
- No information is available for healthcare real estate in Finland, Ireland, Italy and the United Kingdom.
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/ total of buildings | Coverage in m 2 | Fuels-Abs | Fuels-LfL | Estimated fuel consumption | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Healthcare real estate | 154/250 | 59 % | 92,653 | 71,580 | 44,778 | 40,940 |
| Distribution networks | 12/1.080 | 4 % | 423 | 1,808 | 416 | 210 |
| PPP | 13/14 | 95 % | 16,299 | 9,968 | 10,796 | 9,968 |
| Single-tenant oces | 14/20 | 66 % | 10,329 | 15,142 | 10,329 | 11,337 |
| TOTAL indirectly managed | 193/1,364 | 54 % | 119,704 | 98,498 | 66,320 | 62,455 |
| Medical oce buildings | 16/16 | 100 % | 3,235 | 909 | 1,117 | 909 |
| Multi-tenant oces | 41/41 | 100 % | 25,076 | 26,195 | 25,076 | 21,190 |
| Head oce | 1/1 | 100 % | 276 | 217 | 276 | 217 |
| TOTAL directly managed | 58/58 | 100 % | 28,587 | 27,321 | 26,469 | 22,317 |
| TOTAL | 251/1,422 | 61 % | 148,291 | 125,820 | 92,789 | 84,771 |
- The values of fuels used consist of 94.5 % of heating gas, 4.4 % of heating oil and 1.1 % of pellets.
- The values shown represent the total consumption for the building, without distinction between the private and shared areas.
- 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.
- The like-for-like analysis is based on the total consumption of the building, without distinction between the private and shared areas.
- No information available for the distribution networks in France and the Netherlands.
- The types of fuel used come for 1.1 % from renewable sources, corresponding to pellets.
| Number/ total of buildings | Coverage in m 2 | Fuels-Abs | Fuels-LfL | Estimated fuel consumption | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Healthcare real estate (BE) | 40/88 | 44% | 29,225 | 51,925 | 27,087 | 22,658 |
| Healthcare real estate (FR) | 41/53 | 79% | 14,229 | 13,721 | 11,073 | 12,397 |
| Healthcare real estate + medical oce buildings (NL) | 37/46 | 78% | 13,420 | 4,032 | 4,405 | 4,032 |
| Healthcare real estate (DE) | 38/44 | 86% | 29,464 | 2,810 | 3,331 | 2,763 |
| Healthcare real estate (Others) | 14/35 | 38% | 9,549 | 0 | 0 | 0 |
| TOTAL Healthcare real estate | 170/266 | 61% | 95,888 | 72,489 | 45,896 | 41,849 |
| TOTAL Oces | 56/62 | 89% | 35,682 | 41,555 | 35,682 | 32,647 |
- No information is available for healthcare real estate in Finland, Ireland, Italy and the United Kingdom.
- The types of fuel used come for 1.1 % from renewable sources, corresponding to pellets.
324 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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/ total of buildings | Coverage in m 2 | Normalised consumption MWh | Normalised like-for-like consumption MWh | Normalised intensity kWh/m 2 | ||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||
| Healthcare real estate | 154/250 | 59 % | 90,465 | 88,006 | 43,721 | 50,335 | -13. 1% | 103 |
| Distribution networks | 12/1,080 | 4 % | 413 | 2,223 | 406 | 258 | 57.2 % | 28 |
| PPP | 13/14 | 95 % | 15,914 | 12,255 | 10,541 | 12,255 | -14.0 % | 89 |
| Single-tenant oces | 14/20 | 66 % | 10,085 | 18,617 | 10,085 | 13,938 | -27.6 % | 92 |
| TOTAL indirectly managed | 193/1,364 | 54 % | 116,877 | 121,101 | 64,754 | 76,787 | -15.7 % | 99 |
| Medical oce buildings | 16/16 | 100 % | 3,158 | 1,118 | 1,091 | 1,118 | -2.4 % | 63 |
| Multi-tenant oces | 41/41 | 100 % | 24,484 | 32,206 | 24,484 | 26,053 | -6.0 % | 76 |
| Head oce | 1/1 | 100 % | 270 | 267 | 270 | 267 | 1.0 % | 70 |
| TOTAL directly managed | 58/58 | 100 % | 27,912 | 33,591 | 25,844 | 27,438 | -5.8 % | 74 |
| TOTAL | 251/1,422 | 61 % | 144,789 | 154,692 | 90,598 | 104,224 | -13.1 % | 93 |
- The 15/15 DD in Uccle/Ukkel for 2020 was 1,547.
- The 15/15 DD in Uccle/Ukkel for 2021 was 1,948.
- The NDD in Uccle/Ukkel was 1,902 (base year 2015).
- Despite the colder weather in 2021 and the resumption of operations, a decrease in fuel consumption in a constant climate has been achieved.
TOTAL URBAN HEATING AND REFRIGERATION CONSUMPTION (MWH/YEAR)
Based on disclosure GRI 302-2
| Number/ total of buildings | Coverage in m 2 | DH&C-Abs | DH&C-LfL | Energy from renewable sources | Estimated energy consumption | ||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||
| Healthcare real estate | 8/250 | 3.2 % | 4,512 | 0 | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 8/1,364 | 2.1 % | 4,512 | 0 | 0 | 0 | 0.0 % |
- The conversion factor used is 278 kWh/GJ.
- Cofinimmo’s buildings are not supplied with urban refrigeration.
- The 8 buildings connected to a urban heat production system are located in Germany.
325 APPENDICES TO THE ESG REPORT
TOTAL DIRECT AND INDIRECT GHG EMISSIONS (TONNES OF CO 2 e/YEAR)
Based on disclosures GRI 305-1, 305-2 and 305-3
Scope 1 : yearly amount of GHG emitted directly from on-site fuel use for directly managed buildings.
Scope 2 : yearly amount of GHG emitted indirectly through the purchase of electricity for the directly managed buildings.
Scope 3 : yearly amount of GHG emitted indirectly through on-site fuel use and through the purchase of electricity and urban heating for indirectly managed buildings.
Total : total direct and indirect GHG emissions.
| GHG-Indir-Abs | GHG-Dir-Abs | GHG-Abs | GHG-Abs-LfL | |||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Healthcare real estate | 29,068 | 21,451 | 0 | 0 | 29,068 | 21,451 | 13,498 | 13,206 |
| Distribution networks | 177 | 558 | 0 | 0 | 177 | 558 | 173 | 75 |
| PPP | 4,799 | 3,044 | 0 | 0 | 4,799 | 3,044 | 3,176 | 3,044 |
| Single-tenant oces | 5,711 | 8,066 | 0 | 0 | 5,711 | 8,066 | 5,711 | 6,608 |
| TOTAL indirectly managed | 39,755 | 33,119 | 0 | 0 | 39,755 | 33,119 | 22,559 | 22,933 |
| Medical oce buildings | 1,286 | 853 | 663 | 186 | 1,949 | 1,039 | 974 | 1,039 |
| Multi-tenant oces - shared | 1,562 | 2,638 | 5,301 | 5,549 | 6,863 | 8,187 | 6,783 | 6,363 |
| Private (purchase by landlord) | 1,209 | 1,245 | 0 | 0 | 1,209 | 1,245 | 1,209 | 1,039 |
| Private (purchase by tenant) | 152 | 1,100 | 0 | 0 | 152 | 1,100 | 152 | 166 |
| Head oce | 47 | 52 | 57 | 44 | 103 | 96 | 103 | 96 |
| TOTAL directly managed | 4,255 | 5,888 | 6,021 | 5,780 | 10,276 | 11,667 | 9,221 | 8,703 |
| TOTAL | 44,010 | 39,006 | 6,021 | 5,780 | 50,031 | 44,786 | 31,780 | 31,636 |
- The values shown represent the total emissions of buildings, without distinction between the private and shared areas, except for multi-tenant oces for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants.
- 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.
- The CO 2 emission factor for electricity varies per country (Source : IEA 2021). Belgium : 161 g CO 2 e / Kwh / France : 50.5 g CO 2 e/Kwh / Netherlands : 307 g CO 2 e/Kwh / Germany : 319 g CO 2 e/Kwh, Spain: 153 g CO 2 e/Kwh.
- The CO 2 emission factor for gas is 205 g CO 2 e/kWh (Source : Bilan Carbone).
- No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Finland, Ireland, Italy and the United Kingdom.
- The CO 2 emission factor for fuel oil is 285.27 g CO 2 e/kWh (Source : DEFRA 2021).
- The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 323-325.
| GHG-Indir-Abs | GHG-Dir-Abs | GHG-Abs | GHG-Abs-LfL | |||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Healthcare real estate (BE) | 7,675 | 14,234 | 0 | 0 | 7,675 | 14,234 | 7,151 | 6,405 |
| Healthcare real estate (FR) | 3,857 | 3,728 | 0 | 0 | 3,857 | 3,728 | 3,020 | 3,398 |
| Healthcare real estate + medical oce buildings (NL) | 5,643 | 3,230 | 663 | 186 | 6,306 | 3,416 | 3,114 | 3,356 |
| Healthcare real estate (DE) | 10,719 | 1,111 | 0 | 0 | 10,719 | 1,111 | 1,188 | 1,087 |
| Healthcare real estate (Others) | 2,460 | 0 | 0 | 0 | 2,460 | 0 | 0 | 0 |
| TOTAL Healthcare real estate | 30,353 | 22,304 | 663 | 186 | 31,017 | 22,490 | 14,472 | 14,245 |
| TOTAL Oces | 8,681 | 13,101 | 5,358 | 5,593 | 14,038 | 18,695 | 13,958 | 14,272 |
326 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
The conversion factors used above are based on location. Taking into account the market conversion coecients, the line ‘TOTAL directly managed’ (excluding private consumption of the oces) of indirect emissions becomes 0 following the green electricity contract that Cofinimmo Services and Superstone have signed for all the surfaces under operational control.# APPENDICES TO THE ESG REPORT
GHG EMISSIONS
GHG EMISSIONS BY SCOPE (THOUSANDS OF TONNES OF CO 2 EQUIVALENT)
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. 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. The CO 2 emission factor for electricity varies per country (Source: IEA 2021). Belgium: 161 g CO 2 e/kWh / France: 50.5 g CO 2 e/kWh / Netherlands: 307 g CO 2 e/kWh / Germany: 319 g CO 2 e/kWh / Spain: 153 g CO 2 e/kWh. The CO 2 emission factor for gas is 205 g CO 2 e/kWh (Source : Bilan Carbone). No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Finland, Ireland, Italy and the United Kingdom. The CO 2 emission factor for fuel oil is 285.27 g CO 2 e/kWh (Source : DEFRA 2021). The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 323-325.
| GHG-Indir-Abs | GHG-Dir-Abs | GHG-Abs | GHG-Abs-LfL | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate | 29,068 | 21,451 | 0 | 0 | 29,068 | 21,451 | 13,498 | 13,206 | 2.2 % |
| Distribution networks | 177 | 558 | 0 | 0 | 177 | 558 | 173 | 75 | 129.9 % |
| PPP | 4,799 | 3,044 | 0 | 0 | 4,799 | 3,044 | 3,176 | 3,044 | 4.4 % |
| Single-tenant offices | 5,711 | 8,066 | 0 | 0 | 5,711 | 8,066 | 5,711 | 6,608 | -13.6 % |
| TOTAL indirectly managed | 39,755 | 33,119 | 0 | 0 | 39,755 | 33,119 | 22,559 | 22,933 | -1.6 % |
| Medical office buildings | 0 | 0 | 663 | 186 | 663 | 186 | 229 | 186 | 22.9 % |
| Multi-tenant offices - shared | 0 | 0 | 5,301 | 5,549 | 5,301 | 5,549 | 5,301 | 4,512 | 17.5 % |
| Private (purchase by landlord) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Private (purchase by tenant) | 152 | 1,100 | 0 | 0 | 152 | 1,100 | 152 | 166 | -8.3 % |
| Head office | 0 | 0 | 57 | 44 | 57 | 44 | 57 | 44 | 27.2 % |
| TOTAL directly managed | 152 | 1,100 | 6,021 | 5,780 | 6,173 | 6,880 | 5,739 | 4,909 | 16.9 % |
| TOTAL | 39,907 | 34,218 | 6,021 | 5,780 | 45,928 | 39,998 | 28,298 | 27,841 | 1.6 % |
| GHG-Indir-Abs | GHG-Dir-Abs | GHG-Abs | ∆ | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate (BE) | 7,675 | 14,234 | 0 | 0 | 7,675 | 14,234 | 7,151 | 6,405 | 11.7 % |
| Healthcare real estate (FR) | 3,857 | 3,728 | 0 | 0 | 3,857 | 3,728 | 3,020 | 3,398 | -11.1 % |
| Healthcare real estate + medical office buildings (NL) | 4,357 | 2,377 | 663 | 186 | 5,020 | 2,563 | 2,369 | 2,503 | -5.4 % |
| Healthcare real estate (DE) | 10,719 | 1,111 | 0 | 0 | 10,719 | 1,111 | 1,188 | 1,087 | 9.3 % |
| Healthcare real estate (Others) | 2,460 | 0 | 0 | 0 | 2,460 | 0 | 0 | 0 | 0.0% |
| TOTAL Healthcare real estate | 29,068 | 21,451 | 663 | 186 | 29,731 | 21,637 | 13,727 | 13,392 | 2.5 % |
| TOTAL Offices | 5,863 | 9,166 | 5,358 | 5,593 | 11,221 | 14,760 | 11,221 | 11,330 | -1.0 % |
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 | ∆ | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Infrastructure | 0 | 0 | 50 | 38 | 50 | 38 | 31.6 % | ||
| Company cars | 0 | 0 | 210 | 206 | 210 | 206 | 1.9 % | ||
| TOTAL Scopes 1 + 2 | 0 | 0 | 260 | 244 | 260 | 244 | 6.6 % | ||
| Cat. 1 – Paper purchase | 1 | 1 | 0 | 0 | 1 | 1 | 0.0% | ||
| Cat. 2 – Equipments | 188 | 166 | 0 | 0 | 188 | 166 | 13.3 % | ||
| Cat. 3 – Scopes 1 + 2 – upstream | 64 | 59 | 0 | 0 | 64 | 59 | 8.5 % | ||
| Cat. 5 – Waste | 1 | 2 | 0 | 0 | 1 | 2 | -50.0 % | ||
| Cat. 6 – Business trips | 16 | 26 | 0 | 0 | 16 | 26 | -38.5 % | ||
| Cat. 7 – Home-work commuting | 7 | 16 | 0 | 0 | 7 | 16 | -56.3 % | ||
| Cat. 9 – Visitors | 0 | 3 | 0 | 0 | 0 | 3 | -100.0 % | ||
| TOTAL Scope 3 | 277 | 273 | 0 | 0 | 277 | 273 | 1.5 % | ||
| TOTAL Head office | 277 | 273 | 260 | 244 | 537 | 517 | 3.9 % |
327
GHG EMISSIONS INTENSITY (KG CO 2 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 | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate | 32.0 | 29.4 | 0 | 0 | 32.0 | 29.4 | 27.2 | 26.6 | 2.2 % |
| Distribution networks | 11.0 | 28.3 | 0 | 0 | 11.0 | 28.3 | 11.5 | 5.0 | 129.9 % |
| PPP | 26.9 | 21.9 | 0 | 0 | 26.9 | 21.9 | 22.9 | 21.9 | 4.4 % |
| Single-tenant offices | 53.4 | 41.3 | 0 | 0 | 53.4 | 41.3 | 53.4 | 61.8 | -13.6 % |
| TOTAL indirectly managed | 32.8 | 30.6 | 0 | 0 | 32.8 | 30.6 | 29.8 | 30.3 | -1.6 % |
| Medical office buildings | 25.7 | 28.4 | 13.3 | 7.6 | 39.0 | 35.9 | 32.4 | 34.6 | -6.3 % |
| Multi-tenant offices - shared | 6.5 | 7.6 | 16.5 | 15.9 | 23.0 | 23.5 | 30.3 | 28.4 | 6.6 % |
| Private (purchase by landlord) | 5.9 | 5.9 | 0 | 0 | 5.9 | 5.9 | 5.9 | 5.1 | 16.4 % |
| Private (purchase by tenant) | 4.0 | 7.9 | 0 | 0 | 4.0 | 7.9 | 4.0 | 4.3 | -8.3 % |
| Head office | 12.1 | 13.4 | 14.6 | 11.5 | 26.7 | 24.9 | 26.7 | 24.9 | 7.4 % |
| TOTAL directly managed | 14.4 | 15.4 | 16.1 | 15.3 | 30.4 | 30.7 | 35.7 | 33.7 | 5.9 % |
| TOTAL | 29.2 | 26.6 | 3.9 | 4.1 | 33.1 | 30.7 | 31.3 | 31.2 | 0.5 % |
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. 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. The CO 2 emission factor for electricity varies per country (Source: IEA 2021). Belgium: 161 g CO 2 e/kWh / France: 50.5 g CO 2 e/kWh / Netherlands: 307 g CO 2 e/kWh / Germany: 319 g CO 2 e/kWh / Spain: 153 g CO 2 e/kWh. The CO 2 emission factor for gas is 205 g CO 2 e/kWh (Source : Bilan Carbone). No information is available for the distribution networks in France and in the Netherlands and healthcare real estate in Finland, Ireland, Italy and the United Kingdom. The CO 2 emission factor for fuel oil is 285.27 g CO 2 e/kWh (Source : DEFRA 2021).
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate (BE) | 28.7 | 29.3 | 0 | 0 | 28.7 | 29.3 | 26.7 | 23.9 | 11.7 % |
| Healthcare real estate (FR) | 20.4 | 24.0 | 0 | 0 | 20.4 | 24.0 | 20.4 | 22.9 | -11.1 % |
| Healthcare real estate + medical office buildings (NL) | 37.0 | 37.6 | 4.4 | 2.2 | 41.4 | 39.8 | 37.3 | 40.2 | -7.2 % |
| Healthcare real estate (DE) | 40.2 | 34.9 | 0 | 0 | 40.2 | 34.9 | 43.3 | 39.6 | 9.3 % |
| Healthcare real estate (Others) | 29.1 | 0 | 0 | 0 | 29.1 | 0 | 0 | 0 | 0.0% |
| TOTAL Healthcare real estate | 31.6 | 29.4 | 0.7 | 0.2 | 32.3 | 29.6 | 27.5 | 27.1 | 1.6 % |
| TOTAL Offices | 24.6 | 23.9 | 15.2 | 10.2 | 39.8 | 34.2 | 39.6 | 40.5 | -2.2 % |
The conversion factors used above are based on location.
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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 | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate | 32.0 | 29.4 | 0 | 0 | 32.0 | 29.4 | 27.2 | 26.6 | 2.2 % |
| Distribution networks | 11.0 | 28.3 | 0 | 0 | 11.0 | 28.3 | 11.5 | 5.0 | 129.9 % |
| PPP | 26.9 | 21.9 | 0 | 0 | 26.9 | 21.9 | 22.9 | 21.9 | 4.4 % |
| Single-tenant offices | 53.4 | 41.3 | 0 | 0 | 53.4 | 41.3 | 53.4 | 61.8 | -13.6 % |
| TOTAL indirectly managed | 32.8 | 30.6 | 0 | 0 | 32.8 | 30.6 | 29.8 | 30.3 | -1.6 % |
| Medical office buildings | 0 | 0 | 13.3 | 7.6 | 13.3 | 7.6 | 7.6 | 6.2 | 22.9 % |
| Multi-tenant offices - shared | 0 | 0 | 16.5 | 15.9 | 16.5 | 15.9 | 23.6 | 20.1 | 17.5 % |
| Private (purchase by landlord) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Private (purchase by tenant) | 4.0 | 7.9 | 0 | 0 | 4.0 | 7.9 | 4.0 | 4.3 | -8.3 % |
| Head office | 0 | 0 | 14.6 | 11.5 | 14.6 | 11.5 | 14.6 | 11.5 | 27.2 % |
| TOTAL directly managed | 0.5 | 2.9 | 16.1 | 15.3 | 16.6 | 18.2 | 22.2 | 19.0 | 16.9 % |
| TOTAL | 26.5 | 23.4 | 3.9 | 4.1 | 30.4 | 27.5 | 27.9 | 27.4 | 1.6 % |
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. 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. The CO 2 emission factor for electricity varies per country (Source: IEA 2021). Belgium: 161 g CO 2 e/kWh / France: 50.5 g CO 2 e/kWh / Netherlands: 307 g CO 2 e/kWh / Germany: 319 g CO 2 e/kWh / Spain: 153 g CO 2 e/kWh. The CO 2 emission factor for gas is 205 g CO 2 e/kWh (Source : Bilan Carbone). No information is available for the distribution networks in France and in the Netherlands and healthcare real estate in Finland, Ireland, Italy and the United Kingdom. The CO 2 emission factor for fuel oil is 285.27 g CO 2 e/kWh (Source : DEFRA 2021).
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||
| Healthcare real estate (BE) | 28.7 | 29.3 | 0 | 0 | 28.7 | 29.3 | 26.7 | 23.9 | 11.7 % |
| Healthcare real estate (FR) | 20.4 | 24.0 | 0 | 0 | 20.4 | 24.0 | 20.4 | 22.9 | -11.1 % |
| Healthcare real estate + medical office buildings (NL) | 28.6 | 27.7 | 4.4 | 2.2 | 33.0 | 29.9 | 28.4 | 30.0 | -5.4 % |
| Healthcare real estate (DE) | 40.2 | 34.9 | 0 | 0 | 40.2 | 34.9 | 43.3 | 39.6 | 9.3 % |
| Healthcare real estate (Others) | 29.1 | 0 | 0 | 0 | 29.1 | 0 | 0 | 0 | 0.0% |
| TOTAL Healthcare real estate | 30.3 | 28.3 | 0.7 | 0.2 | 31.0 | 28.5 | 26.1 | 25.4 | 2.5 % |
| TOTAL Offices | 16.6 | 16.7 | 15.2 | 10.2 | 31.8 | 27.0 | 31.8 | 32.1 | -1.0 % |
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 tCO 2 e/FTE (101)
- 2014: 8.0 tCO 2 e/FTE (108)
- 2017: 5.4 tCO 2 e/FTE (129)
- 2019: 6.0 tCO 2 e/FTE (120)
- 2020: 4.1 tCO 2 e/FTE (124)
- 2021: 4.0 tCO 2 e/FTE (133)
329
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.# APPENDICES TO THE ESG REPORT
WATER CONSUMPTION PER SURFACE AREA (M³/M²/YEAR)
Based on disclosure GRI CRE2
Total volume of water per m³ and per year.
| Water-Abs 2021 | Water-Abs 2020 | Water-Abs | Water-LfL 2021 | Water-LfL 2020 | Water-LfL | |
|---|---|---|---|---|---|---|
| Healthcare real estate | 0.84 | 0.94 | -11.0 % | 0.73 | 0.88 | -16.6 % |
| Distribution networks | 0.06 | 0 | 0.0 % | 0.06 | 0 | 0.0 % |
| PPP | 1.31 | 0.36 | 262.4 % | 1.31 | 0.89 | 46.6 % |
| Single-tenant offices | 0.16 | 0.13 | 19.7 % | 0.16 | 0.16 | -2.7 % |
| TOTAL indirectly managed | 0.78 | 0.69 | 12.1 % | 0.66 | 0.73 | -9.5 % |
| Medical office buildings | 0.23 | 0.19 | 19.1 % | 0.23 | 0.19 | 20.3 % |
| Multi-tenant offices | 0.17 | 0.18 | -7.5 % | 0.17 | 0.18 | -7.9 % |
| Head office | 0.06 | 0.09 | -30.9 % | 0.06 | 0.09 | -30.9 % |
| TOTAL directly managed | 0.17 | 0.18 | -4.9 % | 0.17 | 0.18 | -5.5 % |
| TOTAL | 0.60 | 0.54 | 10.5 % | 0.47 | 0.51 | -8.9 % |
- The values shown are the total consumption for the building, without distinction between the private and shared areas.
- 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.
- No information is available for the distribution networks in France and the Netherlands.
| Water-Int 2021 | Water-Int 2020 | Water-Int | Water-Int-LfL 2021 | Water-Int-LfL 2020 | Water-Int-LfL | |
|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 0.62 | 0.89 | -30.3 % | 0.62 | 0.66 | -6.4 % |
| Healthcare real estate (FR) | 0.87 | 1.13 | -23.3 % | 0.80 | 1.15 | -30.2 % |
| Healthcare real estate + medical office buildings (NL) | 0.43 | 0.24 | 81.5 % | 0.29 | 0.24 | 19.9 % |
| Healthcare real estate (DE) | 1.13 | 0.78 | 45.2 % | 0.96 | 0.87 | 9.9 % |
| Healthcare real estate (Others) | 0.79 | 0 | 0.0 % | 0 | 0 | 0.0 % |
| TOTAL Healthcare real estate | 0.81 | 0.91 | -10.7 % | 0.69 | 0.83 | -16.0 % |
| TOTAL Offices | 0.17 | 0.16 | 0.9 % | 0.17 | 0.18 | -6.9 % |
- No information is available for healthcare real estate in Finland, Ireland, Italy and the United Kingdom.
330 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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/ total of buildings | Coverage in m² | Waste-Abs 2021 | Waste-Abs 2020 | Waste-LfL 2021 | Waste-LfL 2020 | Waste-LfL | REC | INC | Total | REC | INC | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 1/1,080 | 3 % | 1 | 2 | 3 | 0 | 0 | 0 | 1 | 2 | 3 | 0 | 0 | 0 |
| PPP | 1/14 | 15 % | 17 | 60 | 78 | 34 | 88 | 122 | 17 | 60 | 78 | 13 | 58 | 71 |
| Single-tenant offices | 13/20 | 55 % | 97 | 92 | 189 | 93 | 109 | 201 | 51 | 72 | 124 | 85 | 93 | 178 |
| TOTAL indirectly managed | 15/1,364 | 6 % | 115 | 155 | 269 | 127 | 197 | 324 | 70 | 135 | 205 | 98 | 151 | 249 |
| Medical office buildings | 12/16 | 53 % | 43 | 101 | 144 | 24 | 77 | 100 | 24 | 77 | 102 | 24 | 77 | 100 |
| Multi-tenant offices | 39/41 | 97 % | 324 | 374 | 698 | 373 | 395 | 768 | 324 | 374 | 698 | 323 | 344 | 668 |
| Head office | 1/1 | 100 % | 7 | 5 | 12 | 6 | 5 | 11 | 7 | 5 | 12 | 6 | 5 | 11 |
| TOTAL directly managed | 52/58 | 91 % | 374 | 480 | 854 | 403 | 477 | 880 | 355 | 457 | 812 | 353 | 426 | 779 |
| TOTAL | 67/1,422 | 18 % | 489 | 635 | 1,124 | 530 | 674 | 1,204 | 425 | 592 | 1,017 | 451 | 577 | 1,028 |
- Waste is collected at the source by type: general waste, paper, cardboard, plastic, cans, glass, etc.
- The breakdown of waste by disposal route varies based on the type of waste.
- The values shown represent the total quantities for the buildings, without distinction between the private and shared areas.
- Cofinimmo has no control over the private quantities of building tenants. It can only influence the quantities of the directly managed buildings.
- Waste classified as hazardous is processed directly by the tenants.
- Conversion factor by type: general waste 60 kg/m³, paper/cardboard 50 kg/m³, plastic/cans 30 kg/m³ and glass 320 kg/m³.
- No information is available for indirectly managed healthcare real estate and distribution networks in France and the Netherlands.
Proportion of waste collected by disposal route: reuse, recycling, composting, incineration, landfill, etc. The recycling (REC) and incineration (INC) of waste with energy recovery are the only disposal routes.
| Waste-Abs Recycled | Waste-LfL Recycled | Waste-Int 2021 tonnes/m² | Waste-Int 2020 tonnes/m² | | REC | INC | Total | REC | INC | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 30 % | 0 % | 0.10 | 0.24 | 0.34 | 0 | 0 | 0 | 0.0 % | |||
| PPP | 22 % | 28 % | 0.60 | 2.13 | 2.74 | 0.34 | 0.88 | 1.22 | 124.5 % | |||
| Single-tenant offices | 51 % | 46 % | 1.06 | 1.01 | 2.07 | 0.76 | 0.89 | 1.66 | 24.7 % | |||
| TOTAL indirectly managed | 43 % | 39 % | 0.89 | 1.20 | 2.09 | 0.57 | 0.89 | 1.46 | 43.4 % | |||
| Medical office buildings | 30 % | 24 % | 1.63 | 3.81 | 5.44 | 1.41 | 4.53 | 5.94 | -8.4 % | |||
| Multi-tenant offices | 46 % | 49 % | 1.04 | 1.21 | 2.25 | 1.10 | 1.17 | 2.27 | -1.1 % | |||
| Head office | 59 % | 54 % | 1.85 | 1.29 | 3.14 | 1.59 | 1.38 | 2.97 | 5.7 % | |||
| TOTAL directly managed | 44 % | 46 % | 1.10 | 1.41 | 2.51 | 1.12 | 1.33 | 2.45 | 2.1 % | |||
| TOTAL | 44 % | 44 % | 1.04 | 1.35 | 2.39 | 0.91 | 1.16 | 2.07 | 15.4 % |
- 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.
332 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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/ total of buildings | Coverage in m² | Energy performance 2021 | Energy performance 2020 | Energy performance | LfL energy performance 2021 | LfL energy performance 2020 | LfL energy performance | |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 170/250 | 59 % | 227 | 241 | -5.8 % | 244 | 236 | 3.3 % |
| Distribution networks | 198/1,080 | 14 % | 152 | 295 | -48.6 % | 150 | 245 | -38.7 % |
| PPP | 10/14 | 23 % | 267 | 816 | -67.2 % | 816 | 816 | 0.0 % |
| Single-tenant offices | 4/20 | 32 % | 272 | 237 | 14.5 % | 272 | 281 | -3.2 % |
| TOTAL indirectly managed | 382/1,364 | 47 % | 227 | 245 | -7.3 % | 239 | 241 | -1.0 % |
| Medical office buildings | 16/16 | 100 % | 271 | 286 | -5.4 % | 286 | 286 | 0.0 % |
| Multi-tenant offices | 21/41 | 50 % | 172 | 187 | -8.0 % | 175 | 170 | 2.4 % |
| Head office | 1/1 | 100 % | 238 | 238 | 0.0 % | 238 | 238 | 0.0 % |
| TOTAL directly managed | 38/58 | 57 % | 196 | 208 | -5.4 % | 201 | 198 | 1.6 % |
| TOTAL | 420/1,422 | 48 % | 222 | 236 | -5.8 % | 229 | 230 | -0.4 % |
- PEB certification is regulated differently in each country and segment.
- For some PEB certifications, the score is 0 kWh/m³ due to a lack of information. These certifications are excluded from the average.
| Number/ total of buildings | Coverage in m² | Energy performance 2021 | Energy performance 2020 | Energy performance | LfL energy performance 2021 | LfL energy performance 2020 | LfL energy performance | |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 21/88 | 15 % | 201 | 125 | 61.1 % | 212 | 95 | 124.5 % |
| Healthcare real estate (FR) | 44/53 | 86 % | 359 | 397 | -9.5 % | 398 | 404 | -1.3 % |
| Healthcare real estate + medical office buildings (NL) | 45/46 | 96 % | 216 | 219 | -1.4 % | 218 | 219 | -0.8 % |
| Healthcare real estate (DE) | 42/44 | 90 % | 125 | 106 | 18.0 % | 119 | 105 | 12.7 % |
| Healthcare real estate (Others) | 34/35 | 87 % | 265 | 205 | 29.6 % | 205 | 205 | -0.1 % |
| TOTAL Healthcare real estate | 152/266 | 61 % | 229 | 245 | -6.4 % | 248 | 241 | 3.0 % |
| TOTAL Offices | 26/62 | 44 % | 197 | 207 | -4.8 % | 200 | 200 | 0.4 % |
333 APPENDICES TO THE ESG REPORT
The table shows the number of buildings that have received at least one BREEAM or BREEAM-equivalent certification.
| Number/ total of buildings | Coverage in m² | BREEAM In-Use Good | BREEAM In-Use Very Good | BREEAM Good | BREEAM Very Good | BREEAM Excellent | |
|---|---|---|---|---|---|---|---|
| Healthcare real estate | 7/250 | 3 % | 0.0 % | 2.4 % | 0.0 % | 0.4 % | 0.3 % |
| PPP | 2/14 | 20 % | 0.0 % | 0.0 % | 15.1 % | 0.0 % | 4.9 % |
| Single-tenant offices | 2/20 | 16 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 15.6 % |
| TOTAL indirectly managed | 11/1,364 | 5 % | 0.0 % | 1.6 % | 1.3 % | 0.2 % | 1.8 % |
| Multi-tenant offices | 3/41 | 11 % | 1.9 % | 0.0 % | 0.0 % | 3.2 % | 6.3 % |
| Head office | 1/1 | 100 % | 0.0 % | 100.0 % | 0.0 % | 0.0 % | 0.0 % |
| TOTAL directly managed | 4/58 | 11 % | 1.6 % | 1.0 % | 0.0 % | 2.8 % | 5.4 % |
| TOTAL | 15/1,422 | 6 % | 0.2 % | 1.5 % | 1.1 % | 0.6 % | 2.3 % |
- For property of distribution networks, no BREEAM nor BREEAM-equivalent certification is available. The certification of the PPP asset, namely Excellent is HQE.
- The BREEAM-certified buildings are located in Belgium and Spain. The HQE-certified asset is located in France.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. 4. 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 30. Belliard 40 oce building – Brussels CBD (BE) 334 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT Social performance indicators The managerial approach to human capital is described on pages 131-135.
GOVERNANCE BODIES AND EMPLOYEE GENDER DIVERSITY (in %)
Based on disclosure GRI 405-1 Diversity-Emp
| 2021 | 2020 | |
|---|---|---|
| Women | Men | |
| With respect to 50 % goal | ||
| Women | 36 % | 64 % |
| Men | ||
| Executive committee | 40 % | 60 % |
| Managers | 33 % | 67 % |
| Employees (including managers) | 57 % | 43 % |
- In 2020, 10 % of women and 2 % of men worked part-time.
- In 2021, 10 % of women and 1 % of men worked part-time.
GENDER SALARY AND REMUNERATION RATIO (% WOMEN/MEN)
Based on disclosure GRI 405-2 Diversity-Pay
| 2021 | 2020 | | |
|---|---|---|---|
| Board of directors | 77 % | 71 % | 8 % |
| Executive committee | 78 % | 75 % | 4 % |
| Managers | 91 % | 88 % | 3 % |
| Employees | 83 % | 79 % | 5 % |
- The chairman is male, which explains the dierence at the Board level. Non-independent members are excluded from calculation, because they are included in the Executive Committee.
- The CEO is male, which explains the dierence at the Executive Committee level.
- The dierence at the manager level can be explained by the fact that there are more male operational managers.
- At employee level, there is a dierence 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 | |
|---|---|---|
| 2021 | 2020 | |
| Women | 2,490 | 2,865 |
| Men | 1,798 | 992 |
| Employees | 4,289 | 3,857 |
- The denominator for the average per employee is 140 people (= total number of employees).
- Belgian regulations require companies to provide an average of five days or 40 hours of training per employee. The reduction in 2021 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
| 2021 | 2020 | | |
|---|---|---|---|
| Employees | 100 % | 100 % | 0% |
RECRUITMENT OF NEW EMPLOYEES AND EMPLOYEE TURNOVER
Based on disclosure GRI 401-1 Emp-Turnover
| Departures | New hires | |
|---|---|---|
| 2021 | 2020 | |
| Total % | Total % | |
| Employees | 17 | 12.1% |
- The denominator is 140 people (= total number of employees).
- Inter-group sta turnover is not taken into account.
335 APPENDICES TO THE ESG REPORT
EMPLOYEE HEALTH AND SAFETY
Based on disclosure GRI 403-9 H&S-Emp
| Numerator | 2021 | 2020 | | |
|---|---|---|---|---|
| Short-term absenteeism | 2.2 days lost | 1.0 % | 1.0 % | 0% |
| Long-term absenteeism | 14.2 days lost | 6.3% | 3.2 % | 97% |
| Hours lost due to occupational accidents / worked hours | 0 days lost | 0.0% | 0.0 % | 0% |
| Number of accidents/worked hours | 1 accident | 0.0% | 0.0 % | 0% |
- According to Belgian legislation, the denominator is the total number of working days including leave days.
- Short-term absenteeism means less than 20 days while long-term absenteeism means 20 days or more.
- The number of absenteeism days per employee amounts to 16.4 days.
- The denominator for each indicator is 250,560 working hours.
ASSET HEALTH AND SAFETY ASSESSMENTS (% OF BUILDINGS IN M)
Based on disclosure GRI 416-1 H&S-Asset
| 2021 | 2020 | | |
|---|---|---|---|
| Medical oce buildings | 54 % | 67 % | -19 % |
| Multi-tenant oces | 93 % | 96 % | -3 % |
| Head oce | 100 % | 100 % | 0 % |
| TOTAL directly managed | 88 % | 93 % | -5 % |
- The assessment is based on the annual monitoring of fire audits and asbestos monitoring.
- 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 the tenants.
ASSET HEALTH AND SAFETY COMPLIANCE (NUMBER OF ACCIDENTS)
Based on disclosure GRI 416-2 H&S-Comp
| 2021 | 2020 | | |
|---|---|---|---|
| Medical oce buildings | 0 | 0 | 0 % |
| Multi-tenant oces | 0 | 0 | 0 % |
| Head oce | 0 | 0 | 0 % |
| TOTAL directly managed | 0 | 0 | 0 % |
- In 2021, no infringements related to fire audits and asbestos monitoring with a financial or health impact on the occupant were detected.
- 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 M)
Based on disclosure GRI 413-1 Comty-Eng
| 2021 | 2020 | | |
|---|---|---|---|
| Medical oce buildings | 0 % | 0 % | 0 % |
| Multi-tenant oces | 100 % | 100 % | 0 % |
| Head oce | 100 % | 100 % | 0 % |
| TOTAL directly managed | 87 % | 88 % | -1 % |
- The accessibility of oce buildings has been assessed in the chapter ESG management (see page 145). The strategy also foresees individual actions for each building, such as the opening of a garden to the public garden.
- The commitment relating to the head oce is described in the GRI content index (see page 346).
Governance performance indicators
COMPOSITION OF THE HIGHEST GOVERNANCE BODY
Based on disclosure GRI 2-9
NOMINATING AND SELECTING THE HIGHEST GOVERNANCE BODY
Based on disclosure GRI 2-10
CONFLICTS OF INTEREST
Based on disclosure GRI 2-15
The Gov-Board, Gov-Selec and Gov-Col indicators are described in the chapter ‘Corporate governance statement’ (see pages 188-206).
336 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
DASHBOARD
| Actions taken in 2021 | Progress in 2021 | Future actions | Deadline |
|---|---|---|---|
| Energy intensity and GHG emissions | |||
| 1. Reduce the energy intensity of buildings by 30 % to reach the level of 130 kWh/m by 2030. Scope : global portfolio Measurement of objective : in kWh/m | • Decrease of 13 % in energy intensity compared to 2017 by reaching 165 kWh/m. • 165 kWh/m |
• Scheduling of actions identified in the energy mapping. • Acquisition policy with a target of an average energy intensity of 85 kWh/m. • 10 % reduction in portfolio performance under operational control. • Identification of actions aligned with the European taxonomy within the portfolio. |
2030 |
| 2. Increase renewable energy production. Scope : overall portfolio Measurement of objective : coverage in m of buildings with photovoltaic/solar panels | • Analysis of the photovoltaic panels already installed in the healthcare segment during the annual visits of internal and external property managers. • 26 % |
• Raise tenants’ awareness to invest in renewable energy sources during construction/renovation/ extension projects. • Commitment to green energy supply points until 2030 and beyond. |
2030 |
| 3. Improve the portfolio’s energy performance with a building renovation programme. Scope : overall portfolio Measurement of objective : annual renovation rate according to the 5-year portfolio renewal target | • 2.2 % of the real estate portfolio underwent redevelopment or large-scale renovation, which improved the energy performance (excluding new constructions and acquisitions). • 2.2 % |
• From 2022 to 2026, Cofinimmo is planning to refurbish 5.5 % of its portfolio (excluding new constructions and acquisitions). | 2026 |
| 4. Smart monitoring of the energy intensity of buildings. Scope : overall portfolio Measurement of objective : coverage in m of buildings with energy data collection | • Consumption data has been collected for 63 % of the healthcare real estate segment and 72% of the oce segment. • 59% |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2022 |
| 5. Annual assessment of the head oce’s carbon footprint. Scope : Cofinimmo group Measurement of objective : emissions in tonnes CO 2 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 • 4.0 tonnes CO 2 e/FTE |
• Assess the impact of the application of the mobility policy implemented in 2020, which oers a mobility budget to all the employees. | 2022 |
| Water management | |||
| 6. Improve the collection of water consumption data. Scope : overall portfolio Measurement of objective : coverage in m of buildings with water data collection | • 91 % of data collected on water con-sumption for the directly managed portfolio, 47 % in healthcare real estate, 21 % for PPPs and 57 % for single-tenant oces. • A monitoring system was installed for all the healthcare real estate assets in the Netherlands, in collaboration with Smartvatten. • 46 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. • Organise internal training sessions on water management. |
2022 |
| Mobility | |||
| 7. Inform clients about the accessibility of buildings using alternative transport modes to the car. Scope : overall portfolio Measurement of objective : coverage in m of buildings with good to excellent accessibility | • Progressive set-up of multi-modal sheets for oce buildings. • 79 % • Quantifying the accessibility of assets in the healthcare real estate segment. |
2022 | |
| 337 APPENDICES TO THE ESG REPORT | |||
| 8. Promote the use of alternative transport modes to the car by improving facilities. Scope : oce portfolio Measurement of objective : % of bicycle parking space | • 2 % of parking spaces are equipped with charging stations in the oce segment. • 19 % of bicycle parking spaces are available in the oce segment. |
• Analysis of bicycle parking accessible to visitors • 19 % • Gradually improve infrastructure for cyclists by : - increasing bicycle parking spaces; - improving the type of bicycle parking spaces; - increasing the number of showers. |
2022 |
| 9. |
Actions taken in 2021
Progress in 2021
Future actions
Deadline
Use of sustainable/recycled materials
11. Life cycle analysis of materials used in development projects.
Scope : overall portfolio
Measurement of objective : number of projects
• Carbon footprint analysis for 4 redevelopment projects in 4 countries. 4
• Calculate the carbon footprint for at least 2 redevelopment projects
• Explore the use of innovative building materials.
• Organise in-house training on carbon footprint and life cycle analysis
2022
12. Construction waste
Partially recycle materials during renovation projects.
Scope : overall portfolio
Measurement of objective : number of projects
• In 2021, the opportunity to recuperate materials prior to demolition did not occur in any of the redevelopment projects. s/o
• Material recovery considered for new renovation projects.
2022
Impact on green spaces
13. Ensure biodiversity.
Scope : overall portfolio
Measurement of objective : completion of planned actions
• The assessment in due diligence 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 on undeveloped land in order to reduce environmental by obtaining environmental certification.
• Study the tools used to quantify the biodiversity scorecard.
2022
Occupancy-related waste
14. 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.
• Waste increase from 2.07 tonnes/m³ to 2.39 tonnes/m³. 63 %
• Improve waste sorting and reduce the overall weight of waste per m³ by raising awareness among tenants in the portfolio under operational control.
2022
338 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Actions taken in 2021
Progress in 2021
Future actions
Deadline
15. Receive electronic invoices from suppliers and send invoices to clients in digital format.
Scope : Cofimmo group
Measurement of objective : number of invoices received/ sent digitally
• In 2021, the majority of invoices received in digital format were directly attached in an e-mail. The remaining invoices, received in paper format, were scanned.
• Likewise, the majority of lease contracts, all documents (rent bills and rental-related expenses breakdowns, etc.) were sent in digital format. status quo
• 90 % of invoices will be received in digital format.
• 85 % of tenants will receive their rent bills and rental-related expenses breakdowns in digital format.
2022
Safety and well-being of the occupants
16. Gradually decontaminate buildings still containing traces of asbestos.
Scope : overall portfolio
Measurement of objective : coverage in m² of buildings without asbestos
• 61 % of the portfolio no longer contains traces of asbestos. 61%
• Improve the quality of data collected for the different segments
2022
17. Promote solidarity in order to maximise its social impact.
Scope : Cofimmo group
Measurement of objective : completion of planned actions
• Integration of social risks in the customer relationship for the health sector during the annual visits of internal and external property managers. 100 %
• Integrating social risks into the client relationship for the healthcare sector by analysing and comparing the operator’s business plan during due diligence.
2022
Relationship with suppliers
18. Include a separate clause in contracts and calls for tenders regarding the adoption of sustainability practices by subcontractors.
Scope : Cofimmo group
Measurement of objective : % of contracts
• ESG policy is included in any general contractor contract. Cofimmo encourages its suppliers to adopt an environmentally friendly behaviour.
• Cofimmo 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.
• 2020 sustainability report published as ‘communication on progress’ on the UN Global Compact Charter website.
• Publication in the group’s universal registration document of the supplier policy on environmental and social aspects of the value chain. 100 %
• Publish the 2021 universal registration document as a ‘communication on progress’ on the UN Global Compact Charter website.
• Develop a sustainable procurement policy for the head office.
• Review the impact of the due diligence in the supply chain.
2022
Human capital
19. Develop the necessary framework for employee development.
Scope : Cofimmo group
Measurement of objective : % of employees who attended one or more training courses
• 4,289 hours of training were followed by 46 % of employees, representing an average of 3.8 days of training per employee. 46 %
• Continued employee training.
• Definition of a training platform regarding performance evaluation.
• ESG training on life cycle and water management.
2022
20. Ensure sufficient diversity at the different levels of the company’s hierarchy.
Scope : Cofimmo 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.
2022
339 APPENDICES TO THE ESG REPORT
Actions taken in 2021
Progress in 2021
Future actions
Deadline
Aesthetics, respect for public spaces and diversity of districts
21. Improve the aesthetics and public space when redeveloping existing buildings.
Scope : overall portfolio
Measurement of objective : renovated/constructed surface in m²
• Acceptance of the redevelopment works of the Fundis healthcare building in The Netherlands. 66,175 m²
• Delivery of construction, renovation and extension works for 5 % of the portfolio.
• Comprehensive analysis of the targeted final energy intensity of redevelopment projects
2026
22. Receive BREEAM and BREEAM In-Use certifications.
Scope : overall portfolio
Measurement of objective : number of buildings since 2010
• Ongoing renewal of the BREEAM In-Use certification for Woluwe 58, Cofimmo’s head office.
• Extension of the BREEAM In-Use certification received for a multitenant office building.
• Obtaining BREEAM In-Use Very Good certificates for five healthcare assets in Belgium.
• Obtaining BREEAM certificates from Very Good to Excellent for two healthcare assets in Spain. 30
• Initiate the procedure to receive a BREEAM certification for healthcare real estate projects in Spain.
• Obtain a BREEAM In-Use Very good for at least two office buildings in Belgium.
2022
Accessibility for people with reduced mobility
23. Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM).
Scope : overall portfolio
Measurement of objective : coverage in m² of audited multi-tenant buildings
• 25 % of the buildings have been audited since 2013. 25 %
• Continued vigilance on accessibility regarding construction sites.
2022
Profitability for investors and access to capital
24. Develop a financial strategy that is consistent with ESG objectives.
Scope : Cofimmo group
Measurement of objective : coverage in m² of EPB/EPC certified assets
• The certification of assets according to the EPB/EPC certification scheme has been completed by 48%.
• Reviewed the green & social allocated to sustainable financial instruments has been reviewed. 48 %
• Implementation of climate change due diligence analysis for each acquisition.
• Development of a ‘net zero’ track record within the portfolio.
2022
Business ethics
25. Maximise the transparency of the company’s ESG information.
Scope : Cofimmo group
Measurement of objective : scores obtained in the different surveys
• Received an EPRA Sustainability sBPR Award for the tenth consecutive year.
• Prepared a sustainability report in line with GRI standards and received third-party assurance for it.
• Participated in the GRESB survey with a score which went from 45 % to 70 % in eight years.
• ‘Prime’ rating according to the ISS ESG rating methodology.
• Renewed participation in the Carbon Disclosure Project.
• MSCI ESG rating improved from A in 2016 to AA.
Gold Award
Limited assurance on EPRA performance indicators, the GRI Content Index and the green & social portfolio
70 %
C (Prime)
B (management band)
AA
• Continually and actively participate in the GRESB, MSCI, Sustainalytics, ISS ESG and CDP surveys and ratings.
• Publish ESG information in a combined annual financial report and obtain third-party assurance.
• Prepare the annual financial report based on risks and opportunities associated with climate change as recommended by TCFD.
• Drawing up an annual eligibility report in accordance with the European Union taxonomy.
2022
26. ISO 14001 certification for the environmental management system.# Scope : portfolio in Belgium
Measurement of objective : certification renewal/extension
- Renewed ISO 14001:2015 certification 100 %
- Annual renewal of the ISO 14001:2015 certification annually.
2022
340 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Actions taken in 2021
Progress in 2021
Future actions
Deadline
27. Annually review the materiality matrix for the company’s sustainability topics.
Scope : Cofinimmo group
Measurement of objective : completion of planned actions
* Internal review of ESG priority areas taking into account the strategy in the healthcare real estate segment 100 %
* Engaging healthcare real estate stakeholders to challenge the material topics during the annual visits of internal and external property managers.
* Satisfaction survey in the health care real estate sector.
* In-depth analysis of the physical risks of climate change in the portfolio.
2022
28. 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 : achievement of planned actions
* 59 % 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). 59%
* 85 % of surface areas in healthcare real estate covered by a sustainable collaboration agreement.
2022
29. Mobilise employees
Scope : Cofinimmo group
Measurement of objective : emissions in tonnes of CO 2 e per employee
* A survey on internal communication resulted in an internal communication and interaction plan.
* All employees were given the opportunity to volunteer for a day to help the victims of the floods in Belgium in July 2021.
* Publication in the universal registration document of an HR strategy on training, diversity, safety and well-being.
* 82 % of employees received a ESG target for 2021 linked to the performance review process.
* LinkedIn ambassador toolkit launched. 100 %
* Repeat the employee engagement survey
* Define a global ESG objective in the annual individual objectives of each employee for 2022.
2022
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APPENDICES TO THE ESG REPORT
Medical oce building – Oosterstraat (NL)
LINK BETWEEN TOPICS OF COFINIMMO AND SDGs
17 UN goals to transform our world
The UN sustainable development goals (SDGs) 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 ad - dress a range of social needs, including education, health, social protection and employment opportunities, while combatting cli - mate change and protecting the environment.
342
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| SDG | Topics | Pages |
|---|---|---|
| 3 Good health and well-being | • Gradually decontaminate buildings still containing traces of asbestos. • Promote solidarity in order to maximise its social impact. |
127-128 |
| 4 Quality education | • Develop the necessary framework for employee development. | 133 |
| 6 Clean water and sanitation | • Improve collection of water consumption data. | 124-125 |
| 7 Aordable and clean energy | • Increase production of renewable energy. • Improve the portfolio’s energy performance with a building renovation programme. • Smart monitoring of the energy intensity of buildings. • Annual assessment of the headquarters’ carbon footprint. |
121-123 |
| 8 Decent work and economic growth | • Mobilise employees. • Develop a financial strategy that is consistent with ESG objectives. |
136-145 |
| 10 Reduced inequalities | • Ensure sucient diversity at the dierent levels of the company’s hierarchy. • Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM). |
131-132 |
| 11 Sustainable cities and communities | • Improve the aesthetics and public space when developing buildings. • Receive BREEAM and BREEAM In-Use certifications. • Inform clients about the accessibility of buildings using alternative transport modes to the car. • 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. |
337-338 |
| 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 oces by raising awareness among occupants. |
338-339 |
| 13 Measures relating to the fight against climate change | • Reduce the energy intensity of buildings by 30 % to reach the level of 130 kWh/m by 2030. • Annual assessment of the head oce’s carbon footprint. |
121-123 |
| 16 Peace, justice and strong institutions | • Maximise the transparency of the company’s ESG information. • ISO 14001 certification for the Environmental Management System. |
341 |
| 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 the adoption of sustainability practices by subcontractors. |
106-107 |
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APPENDICES TO THE ESG REPORT
GRI CONTENT INDEX
All the GRI standards (see pages 344-347) 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.
Statement of use
Cofinimmo SA/NV has reported in accordance with the GRI Standards for the period from 01.01.2021 to 31.12.2021
| GRI 1 used | GRI 1 : Foundation 2021 |
| Applicable GRI Sector Standard(s) | n/a |
| General disclosures | |
| GRI 2 : GENERAL DISCLOSURES 2021 | PAGES |
| 2-1 Organizational details | 14-23 |
| 2-2 Entities included in the organization’s sustainability reporting | 287-293 |
| 2-3 Reporting period, frequency and contact point | The reporting period covers the social and financial year from 01.01.2021 to 31.12.2021 and the report is published annually. Current report has been published on 08.04.2022. Hanna De Groote, Head of ESG, is the contact point regarding the reported information. |
| 2-4 Restatements of information | No significant restatement of information compared to information reported in the 2020 ESG report. |
| 2-5 External assurance | Deloitte Réviseurs d’Entreprises/Bedrijfsrevisoren SC s.f.d. SRL performed a limited assurance audit on the performance indicators, the compliance of the ESG report with the GRI Standards, as well as the green & social portfolio impact reporting. |
| 2-6 Activities, value chain, and other business relationships | 112-119 |
| 2-7 Employees | 192 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. |
| 2-8 Workers who are not employees | At 31.12.2021, Cofinimmo called on 4 external consultants and 21 temporary workers. |
| 2-9 Governance structure and composition | 188-203 |
| 2-10 Nomination and selection of the highest governance body | 198 |
| 2-11 Chair of the highest governance body | 195 |
| 2-12 Role of the highest governance body in overseeing the management of impacts | 188-203 |
| 2-13 Delegation of responsibility for managing impacts | 188-203 |
| 2-14 Role of the highest governance body in sustainability reporting | 188-203 |
| 2-15 Conflicts of interest | 204-205 |
| 2-16 Communication of critical concerns | 204-205 |
| 2-17 Collective knowledge of the highest governance body | 204-205 |
| 2-18 Evaluation of the performance of the highest governance body | 203 |
| 2-19 Remuneration policies | 209-219 |
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COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
| GRI 2 : GENERAL DISCLOSURES 2021 | PAGES |
|---|---|
| 2-20 Process to determine remuneration | 209-219 |
| 2-21 Annual total compensation ratio | 215 |
| 2-22 Statement on sustainable development strategy | 105 |
| 2-23 Policy commitments | https://www.cofinimmo.com/about-us/governance/ https://www.cofinimmo.com/media/4430/esg-policy.pdf |
| 2-24 Embedding policy commitments | 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. |
| 2-25 Processes to remediate negative impacts | 205 |
| 2-26 Mechanisms for seeking advice and raising concerns | 205 https://www.cofinimmo.com/about-us/governance/ In the countries where Cofinimmo operates, complaints and feedback mechanisms are required by legislation. This accounts for 100 % of the relevant activities. |
| 2-27 Compliance with laws and regulations | https://www.cofinimmo.com/esg/governance-policies/ |
| 2-28 Membership associations | The Shift, Women on Board, UPSI, IiP, EPRA, RICS, GRESB, BACA. |
| 2-29 Approach to stakeholder engagement | 116-119 |
| 2-30 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. The most recent social elections have taken place 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. |
Material topics
GRI 3 : MATERIAL TOPICS 2021
- PAGES 3-1 Process to determine material topics
- 106 3-2 List of material topics
- 107 ENERGY INTENSITY AND GHG EMISSIONS
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 121-123 GRI 300 : ENVIRONMENTAL STANDARDS
- CRE1 Relative energy consumption
- 322 CRE3 Relative GHG emissions
- 328-329 GRI 302 : ENERGY 2016
- 302-1 Energy consumption within the organisation
- 323-325 302-2 Energy consumption outside of the organisation
- 323-325 302-3 Energy intensity
- 322 302-4 Reduction of energy consumption
- 120 GRI 305 : EMISSIONS 2016
- 305-1 Direct (Scope 1) GHG emissions
- 326-327 305-2 Energy indirect (Scope 2) GHG emissions
- 326-327 305-3 Other indirect (Scope 3) GHG emissions
- 326-327 305-4 GHG emissions intensity
- 328-329 305-5 Reduction of GHG emissions
- 120
WATER MANAGEMENT
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 124-125 GRI 300 : ENVIRONMENTAL STANDARDS
- CRE2 Relative water consumption
- 331 GRI 303 : WATER AND EFFLUENTS 2018
- 303-5 Water consumption
- 330
SAFETY AND WELL-BEING OF OCCUPANTS
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 106-145 GRI 306 : WASTE 2020
- 306-3 Waste generated
- 332 306-4 Waste diverted from disposal
- 332 GRI 413 : LOCAL COMMUNITIES 2016
- 413-1 Operations with local community engagement, impact assessments and development programs
- 336 GRI 416 : CUSTOMER HEALTH AND SAFETY 2016
- 416-1 Assessment of the health and safety impacts of product and service categories
- 128 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services
- 128
SUPPLIER RELATIONS
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 129-130 GRI 205 : ANTI-CORRUPTION 2016
- 205-3 Confirmed incidents of corruption and actions taken
- 145 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 2021, 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. - 346 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
- GRI 415 : PUBLIC POLICY 2016
- 415-1 Political contributions
No financial or in kind political contributions were made in 2021.
- 415-1 Political contributions
HUMAN CAPITAL
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 131-135 GRI 401 : EMPLOYMENT 2016
- 401-1 New employee hires and employee turnover
- 335 GRI 402 : LABOUR/MANAGEMENT RELATIONS 2016
- 402-1 Minimum notice periods regarding operational changes
The minimum notice period for operational changes is six weeks. In 2021, no mergers/divestitures with an impact on the number of employees took place. - 129 GRI 403 : OCCUPATIONAL HEALTH AND SAFETY 2018
- 403-1 Occupational health and safety management system
Cofinimmo follows the Code of well-being at work. This Code is applicable to all employees. - 129 403-2 Hazard identification, risk assessment, and incident investigation
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. - 129, 132 403-3 Occupational health services
- 135 403-4 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 oce and oers all employees fire-fighting and basic counselling training. - 335 403-6 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. - 135 403-7 Prevention and reduction of health and safety impacts at work, directly related to business relationships
- 129-130 403-9 Work-related injuries
- 336 GRI 404 : TRAINING AND EDUCATION 2016
- 404-1 Average hours of training per year per employee
- 133 404-3 Percentage of employees receiving regular performance and career development reviews
- 133 GRI 405 : DIVERSITY AND EQUAL OPPORTUNITY 2016
- 405-1 Diversity of governance bodies and employees
- 335 405-2 Ratio of basic salary and remuneration of women to men
- 335 GRI 406 : NON-DISCRIMINATION 2016
- 406-1 Incidents of discrimination and corrective actions
No incidents of discrimination were reported in 2021.
PROFITABILITY FOR INVESTORS AND ACCESS TO CAPITAL
GRI 3 : MATERIAL TOPICS 2021
- 3-3 Management of material topics
- 137-145 GRI 201 : ECONOMIC PERFORMANCE 2016
- 201-1 Direct economic value generated and distributed
- 136 GRI 300 : ENVIRONMENTAL STANDARDS
- CRE8 Total number of assets being granted a certification per type and per level
- 333-334 https ://www.cofinimmo.com/sustainability/performance-data/
- 347 APPENDICES TO THE ESG REPORT
AUDITOR’S REPORT
Independent assurance report on selected environmental, social and governance performance indicators and the Sustainable Finance Data published in the document “2021 Universal registration document ” of Cofinimmo NV/SA for the year ending on 31 December 2021.
To the board of directors
We have been engaged to conduct a limited assurance engagement on:
• A selection of environmental, social and governance indicators (“the ESG KPI’s”), and
• The allocation of proceeds and impact reporting with regards to the Sustainable Finance Products, covering the green & social bonds, loans, sustainable benchmark bonds, sustainable treasury notes of Cofinimmo NV/SA (“the Sustainable Finance Data”).
The ESG KPI’s and the Sustainable Finance Data (together “the Data”) are published in the document ‘2021 Universal registration document’ of Cofinimmo NV/SA (“the Company”) for the year ending on 31 December 2021 (“the Document”).
The ESG KPI’s have been defined following the Best Practices Recommendations of the “European Public Real Estate Association” (EPRA) regarding sustainable development reporting (EPRA sBPR, 3 rd version) and the GRI standards (incl. GRI CRESD). The Sustainable Finance Data have been defined following the Cofinimmo Sustainable Finance Framework May 2020.
The ESG KPI’s and the Sustainable Finance Data are identified with the symbol in the Document or are presented in the chapter “EPRA performance indicators”.
Conclusion
The ESG KPI’s:
• Based on our work as described in this report, nothing has come to our attention that causes us to believe that the ESG KPI’s related to Cofinimmo NV/SA identified with the symbol in the Document or as presented in the chapter “EPRA performance indicators”, have not been prepared, in all material respects, in accordance with the EPRA Best Practices Recommendations on Sustainability Reporting (3 rd version) and the GRI standards (GRI CRESD).
The Sustainable Finance Data:
• Based on our work as described in this report, nothing has come to our attention that causes us to believe that the Sustainable Finance Data related to Cofinimmo NV/SA identified with the symbol in the Document, have not been prepared, in all material respects, in accordance with the Cofinimmo Sustainable Finance Framework May 2020.
Responsibility of the board of directors
The board of directors of the Company is responsible for the preparation of the Data and the references made to it presented in the Document as well as for the declaration that its reporting is in accordance with the following frameworks:
- Reporting guidelines of the ‘European Public Real Estate Association’ (EPRA) reporting on sustainable development (EPRA sBPR on Sustainability Reporting, 3 rd version).
- Reporting guidelines of the Global Reporting Initiative Standards (GRI Standards), 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”).
- The Cofinimmo Sustainable Finance Framework May 2020 that has been based on the “International Capital Market Association” (ICMA)’s Green Bond Principles (GBP), Social Bond Principles (SBP), and Sustainability Linked Loan Principles (SLLP).
The responsibility includes the selection and application of appropriate methods for the preparation of the Data, for ensuring the reli - ability of the underlying information and for the use of assumptions and reasonable estimations. Furthermore, the board of directors is also responsible for the design, implementation and maintenance of systems and procedures relevant for the preparation of the Data that is free from material misstatement, whether due to fraud or error.
Nature and scope of our work
Our responsibility is to express a conclusion on the ESG KPI’s and Sustainable Finance Data based on our procedures. We conducted our engagement in accordance with the International Standard on Assurance Engagements ISAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information, issued by the International Auditing and Assurance Standards Board (IAASB), in order to state whether anything had come to our attention that causes us the believe that the Data have not been prepared, in all material respects, in accordance with the applicable criteria.We apply International Standard on Quality Control 1 and, accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
348
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Applying these standards, our procedures are aimed at obtaining limited assurance on the fact that the Data do not contain material misstatements. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement and consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
As indicated in the 2021 Universal registration document, the scope of reporting for environmental performance indicators for the Company’s properties corresponds to all EPRA sBPR indicators. The coverage per indicator is presented in the EPRA sBPR tables under the chapter “EPRA performance indicators”.
Our work was performed on the data gathered and retained in the reporting scope by Cofinimmo NV/SA. Our conclusion covers therefore only this Data and not all information included in the Document.
We have taken into account the perimeter according to the scope of the Sustainable Finance Framework, covering the following financial instruments :
* Green & Social Bonds: 55 MEUR issued in 2016;
* Green & Social Loans: – 40 MEUR issued in 2019; – 40 MEUR issued in 2020;
* Sustainable Benchmark Bonds: – 500 MEUR issued in 2020; – 500 MEUR issued in 2022;
* Sustainability Treasury Notes: 800 MEUR issued in 2021 (status per 31 December 2021).
The scope of our work included, amongst others the following procedures :
* Obtaining an understanding of the Company’s business, including internal control relevant to collection of the information used to prepare the Data. This included discussions with the Company’s management responsible for operational performance in the areas responsible for the data underlying the Data, which are identified with the symbol as mentioned in the Document.
* Considering the risk of material misstatement of the Data;
* Performing analytical procedures; and
* Examining, on a sample basis, internal and external supporting evidence and performing consistency checks on the consolidation of the Data.
Our report is made solely to the Company’s directors, as a body, in accordance with ISAE 3000. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s directors as a body for our work, this report, or for the conclusions we have formed.
Independence
In conducting our engagement, we have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA), which is founded on fundamen - tal principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior, and with the Belgian legal and regulatory framework.
Signed at Zaventem, 29 th March 2022.
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Rik Neckebroeck
349
APPENDICES TO THE ESG REPORT
CROSS-REFERENCE TABLE FOR THE UNIVERSAL REGISTRATION DOCUMENT
This cross-reference table includes the headings provided for in Annexes I and II of the Commission Delegated Regulation (EU) 2019/980 of 14.03.2019 and refers to the pages of this universal registration document where the information relating to each of these headings is mentioned.
CROSS-REFERENCE TABLES
SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL
| PAGES | # Item 5.7 Investments
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.
10, 24-69
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).
38
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.
290
Item 5.7.4 A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
31, 64, 104
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.
290
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.
290
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. 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.
22, 85-93
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 :
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.
20-103
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.
22, 85-93
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
351
CROSS-REFERENCE TABLES
SECTION 8 CAPITAL RESOURCES
Item 8.1 Information concerning the issuer’s capital resources (both short term and long term).
79-84, 362
Item 8.2 An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows.
79-84
Item 8.3 Information on the borrowing requirements and funding structure of the issuer.
79-84, 270
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.
79-84, 278
Item 8.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2.
30, 79-84
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.
5-6
SECTION 10 TREND INFORMATION
Item 10.1 A description of :
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;
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.
9, 34, 57, 61, 65
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.
98-101
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. 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.
98-101
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 :
a) comparable with the historical financial information;
b) consistent with the issuer’s accounting policies.
8
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 :
a) members of the administrative, management or supervisory bodies;
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.
8, 196-199, 203-204, 352
COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Item 12.2 Administrative, management and supervisory bodies and senior management conflicts of interests. 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.# 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, first subparagraph, points a) and d) :
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. 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.
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, first subparagraph, points a) and d) :
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.
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.
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.
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.
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).
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.
Item 15.2
Shareholdings and stock options 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.
Item 15.3
Description of any arrangements for involving the employees in the capital of the issuer.
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 effect that no such person exists.
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.
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.
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.
SECTION 17 RELATED PARTY TRANSACTIONS
Item 17.1
Details of related 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. 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.
CROSS REFERENCE TABLES
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.
Item 18.1.2
Change of accounting reference date 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 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 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 :
a) the balance sheet;
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 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 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.# SECTION 18 FINANCIAL INFORMATION
Item 18.1 Historical Annual Financial Information
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. 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.
n/a
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. 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.
302-305
314-317
Item 18.3.2
Indication of other information in the registration document that has been audited by the auditors.
102-103, 178
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
354
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. 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.
n/a
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.
101, 158
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.
10
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.
8, 206
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.
8
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 :
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.
209, 362
Item 19.1.2
If there are shares not representing capital, state the number and main characteristics of such shares.
n/a
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.
256-257, 362
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.
158, 209
Item 19.1.5
Information about the terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital.
210, 362
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.
362
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.
360
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.
209
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.
367
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. 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.
n/a
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 :
a) the up-to-date memorandum and articles of association of the issuer;
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.
8, 302, 360, 364, 355
CROSS-REFERENCE TABLES
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; |
| 225-317 | 2° the management report; |
| 22-103, 148-171, 190-224 | 3° a declaration by the persons responsible within the issuer, clearly identified by their names and functions, certifying that, to their knowledge : 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. |
| 8 | 4° the report signed by the auditor or by the person responsible for auditing the financial statements. |
| 302-305, 314-317 |
§ 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. 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° data on important events occurring after the financial year-end;
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;
4° information relating to research and development activities;
5° information relating to the existence of branches of the company;
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;
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;
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:
- 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.
§ 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;
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;
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;
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;
5° the composition and method of operation of the administrative bodies and their committees;
6° a description of:
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;
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.
§ 3. For listed companies, the corporate governance statement referred to in paragraph 2 also includes the remuneration report, which is a specific section.
§ 4 A non-financial statement
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. 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;
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;
4° information relating to research and development activities;
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:
- 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 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;
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;
§ 2 Non-financial statement
CROSS REFERENCE TABLES
| 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). |
GENERAL INFORMATION
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 30.09.2021 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 28.10.2021. 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.
358 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
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.
359 STANDING DOCUMENT
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.
FINLAND
The investments of Cofinimmo or its subsidiaries in Finland do not benefit from the FIN-REIT regime, which is not accessible to them.
UNITED KINGDOM
The investments of Cofinimmo or its subsidiaries in the United Kingdom did not benefit in 2021 from the UK-REIT regime.
ITALY
The investments of Cofinimmo or its subsidiaries in Italy do not benefit from the IT-REIT regime but that of IT-Fund.
Capital
The issued capital of 1,698,516,600.09 EUR is fully paid-up. The shares have no par value. The history of share capital changes prior to 2021 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 2021
| Transaction date | 08.03.2021 | 08.04.2021 | 04.06.2021 | 31.08.2021 | 30.09.2021 |
|---|---|---|---|---|---|
| Transaction type | Position as at 31.12.2020 | Position as at 31.12.2021 | Issue price (in EUR) | 121.00 | 110.19 |
| Amount of share capital (in EUR) | 79,718,569.03 | 50,235,672.83 | 29,508,993.86 | 6,484.23 | 88,836,509.34 |
| Amount of the net contribution to shareholders’ equity (in EUR) | 179,999,963.00 | 103,295,632.08 | 64,834,472.92 | 15,811.72 | 216,627,144.35 |
| Number of shares | 1,487,603 | 937,432 | 550,658 | 121 | 1,657,750 |
| Total number of shares after the transaction | 27,061,917 | 28,549,520 | 29,486,952 | 30,037,610 | 30,037,731 |
| Amount of share capital after the transaction (in EUR) | 1,450,210,370.80 | 1,529,928,939.83 | 1,580,164,612.66 | 1,609,673,606.52 | 1,609,680,090.75 |
360 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
Description of share types
At 31.12.2021, Cofinimmo had issued 31,695,481 shares. The procedure referred to in the articles of association, as provided by law, is applicable to modify their rights.
Authorised capital
As at 31.12.2021, the amount by which the board of directors could increase the subscribed capital within the framework of the authorised capital was 1,287,600,000.00 EUR. On 07.06.2021, 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:
- 804,800,000.00 EUR, i.e. 50 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, 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,
- 321.900.000,00 EUR, i.e. 20 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, for capital increases in the context of the distribution of an optional dividend,
- 160.900.000,00 EUR, i.e. 10 % of the amount of the capital on the date of the extraordinary general meeting of 07.06.2021, for:
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 1,287,600,000 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 01.01.2021 amounted to 45,084. All these shares are entitled to a share of the results of the financial year starting on 01.01.2021. The number of treasury shares held by Cofinimmo group as at 31.12.2021 amounted to 37,123, which represents a level of self-ownership of 0.12 %.
Changes in treasury shares in 2021
Position at 01.01.2021 45,084
Transfers of shares as part of the stock option plan during the first half of 2021 3,500
Share transfers as part of the Long-Term Incentive in the first quarter of 2021 2,111
Transfers of shares as part of the stock option plan during the second half of 2021 2,350
Position at 31.12.2021 37,123
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.
Nursing and care home Gray Couronne – Brussels (BE)
361 DOCUMENT PERMANENT
Articles of Association
Summary of changes
On 07.06.2021, 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.
Articles of Association as at 31.12.2021
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 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, EMAIL 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.# ARTICLE 3 CORPORATE PURPOSE AND ACTIVITIES
The Company’s corporate purpose is to directly or indirectly acquire, hold, manage, develop, construct, renovate, transfer, and/or operate real property and/or rights related to real property, within the framework of the RREC Act and other applicable laws and regulations.
In particular, the Company may:
a) acquire directly or indirectly, hold, manage, develop, construct, renovate, transfer, and/or operate:
i. buildings and/or other real property infrastructure, and related services that are intended for public use, or that allow the provision of a public service, such as, but not limited to, buildings for social housing, education, healthcare, culture, sport, justice, administrative services, public transport, or other public facilities;
ii. 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;
iii. installations for the transport, distribution, storage, or purification of water, including assets related to such infrastructure;
iv. installations for the production, storage, and transport of renewable or non-renewable energy, including assets related to such infrastructure;
v. incinerators and waste disposal facilities, including assets related to such infrastructure;
vi. 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;
vii. 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 (Sicafi);
viii. shares or units issued by companies (i) 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);
ix. the real estate certificates referred to in the Act of 11 July 2018;
x. 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 non-renewable 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.
ARTICLE 4 PROHIBITIONS
The Company may not:
* 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 twenty-five 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 capital is 1,698,516,600.09 EUR and is divided into 31,695,481 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°) 804,800,000.00 EUR, namely 50% of the capital on the date of the extraordinary general meeting of 07.06.2021, 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°) 321,900,000.00 EUR, namely 20% of the capital on the date of the extraordinary general meeting of 07.06.2021, rounded down, if applicable, for capital increases in the context of the distribution of an optional dividend;
3°) 160,900,000.00 EUR, namely 10% of the capital on the date of the extraordinary general meeting of 07.06.2021, 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 authorised capital, may never be increased by an amount exceeding of 1,287,600,000.00 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 07.06.2021 in the appendices of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad).
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.# ARTICLE 6 - SHARES AND CAPITAL
6.1 Capital increases
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 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 pre-emptive 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 of association.
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 of association. 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 of association.
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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 15.01.2020, the board of directors may acquire, pledge and dispose of (including over-the-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 :
- it extends to all newly issued securities;
- it is granted to shareholders in proportion to the capital represented by their shares at the time of the transaction;
- 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 :
- the capital increase is effected by means of the authorised capital;
- 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 :
- 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;
- 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;
- 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
- 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.
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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 dematerialised form, at the choosing of their owner or holder (hereinafter, the ‘Holder’) and within the limits set by law.# 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 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 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 DECISIONMAKING
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 and the 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 appointment, 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
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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 dematerialised 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 preced - ing the date of the general meeting, using the Company’s e-mail 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 e-mail 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 indi- cated 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 chairman 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 DECISIONMAKING
The general meeting may validly take decisions and vote with- out regard to the percentage of the capital present or repre- sented, 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 repre- sented. 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.
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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 oce, 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 share - holder 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 share - holder, 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 finan - cial 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 ‘manage- ment 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 15.01.2020, 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 15.01.2020.
ARTICLE 30 INTERIM DIVIDENDS
The board of directors may 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 HALF-YEAR REPORTS
The Company’s annual and half-year 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 half-year reports shall be made available on the Company’s website. Shareholders may obtain a copy of the annual and half-year 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(s) 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).
APPENDICES TO THE ESG REPORT
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 RESPONSIBILITY)
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 (12 % 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 long-term 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)
The independent 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 & 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 acknowledg- ment fee to the lessor in recognition of his/her right of ownership (‘canon/pacht’). In Belgium, a leasehold has a minimum term of 15 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 dierent 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 finan- cial result (financial income minus (-) 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.
PAYOUT 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 require - ments 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.
373 GLOSSARY
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 dierent countries : REIT (USA), SIIC (France) and FBI (the Netherlands). 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 restruc- turing costs of the financial instruments.
RESULT ON THE PORTFOLIO
Realised and unrealised gains and losses compared with the valu- ation 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 dierence 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 valu- ation provided by independent real estate valuers.
ROYAL DECREE OF 14112007
Royal decree relating to the obligations of financial instruments’ issuers admitted for trading on a regulated market.
ROYAL DECREE OF 13072014
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 pros- perity 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.
TAKEUP
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.
374 COFINIMMO 2021 UNIVERSAL REGISTRATION DOCUMENT
COFINIMMO
Boulevard de la Woluwe/Woluwedal, 58 B – 1200 Brussels
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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info@cofinimmo.be
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Pictures
Buildings : David Plas, Yvan Glavie, Oilinwater Design Studio, Adriaan van Dam Fotografie, RAU Architecten, Georges de Kinder, Lemon One, Alexandre Van Battel, POLO Architects, Stijn Bollaert
Portraits : David Plas
2021 UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report
www.cofinimmo.com
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