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Cofinimmo — Annual Report 2022
Apr 6, 2023
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Download source fileUNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report
caring living working
Universal registration document 2022 including the annual financial report and the ESG report
Table of contents
- Risk factors 4
- Preliminary remarks 10
- Management report 18
- Mission 20
- Strategy 21
- Key figures as at 31.12.2022 26
- Transactions & achievements in 2022 30
- Caring 37
- Living 65
- Working 73
- Composition of the consolidated portfolio 80
- Financial resources management 89
- Summary of the consolidated accounts 102
- Appropriation of statutory profits 108
- Events after 31.12.2022 110
- 2023 outlook 112
- Statutory auditor’s report on the outlook 116
- ESG report 118
- Committed for almost 15 years to a global ESG strategy 120
- Major trends and their impacts on the ESG strategy 122
- Life cycle management at the heart of the value chain 128
- Stakeholder dialogue as driver for transition 133
- Environment 137
- Social 142
- Governance 149
- Property report 152
- Consolidated real estate portfolio 154
- Market commentary 166
- Independent real estate valuers’ report 174
- Cofinimmo on the stock market 178
- Data according to the EPRA principle 184
- Corporate governance statement 198
- Decision-making bodies 204
- Rules and procedures 214
- Information required under article 34 of the royal decree of 14.11.2007 217
- Remuneration report 219
- Other parties involved 230
- Annual accounts 232
- Consolidated accounts 234
- Notes to the consolidated accounts 240
- Statutory auditor’s report on the consolidated financial statements 304
- Financial statutory statements 308
- Statutory auditor’s report on the financial statutory statements 316
- Appendices to the ESG report 320
- EPRA performance indicators 322
- Dashboard 342
- Link between topics of Cofinimmo and SDGs 346
- GRI content index 348
- Auditor report 352
- Cross-reference tables 354
- Standing document 362
- Glossary 376
History
- 1983 Company established end December (capital : 6 million EUR)
- 1994 Listed on the Brussels stock exchange, now called Euronext Brussels
- 2005
- First healthcare real estate investment in Belgium
- First public-private partnership : the Antwerp Courthouse
- 2011
- Launched partnership with MAAF for a portfolio of 283 insurance agencies in France (Cofinimur I)
- Issued first convertible bonds
- 2007 Launched partnership with AB InBev Group for a portfolio of 1,068 pubs and restaurants located in Belgium and the Netherlands (Pubstone)
- 2012
- Began activities in the Netherlands in the healthcare real estate segment
- Adopted FBI status (Dutch REIT regime)
- 2008
- Began activities in France in the healthcare real estate segment
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Adopted SIIC status (French REIT regime) 1996
Adopted Belgian SICAFI status
History
2019
- Continued to accelerate 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 30³ project, aimed at reducing the portfolio’s energy intensity by 30 % by 2030 from 2017 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
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 Corner® and The Lounge® sites
- Issued 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
2022
- Almost 550 million EUR invested in healthcare real estate in Europe
- 70 % of the consolidated portfolio invested in healthcare real estate
- Capital increases in the amount of nearly 114 million EUR
- Further disposal of part of the Cofinimur I portfolio (property of distribution newtorks) for more than 50 million EUR
- 76 million EUR divested in office buildings
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
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 2
Maison de repos et de soins - Sarriguren (ES)
Belgium
The Netherlands
France
Germany
Spain
Finland
Ireland
Italy
United Kingdom
3 I ABOUT COFINIMMO I
Fair value of the portfolio on 31.12.2022
6.2 billion EUR
Cofinimmo is active in 9 countries. Cofinimmo 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 6.2 billion EUR. Responding to societal changes, Cofinimmo’s mission is to provide high-quality care, living, and working spaces to partner-tenants that directly benefit their occupants. ‘Caring, Living and Working - Together in Real Estate’ is the expression of this mission. Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio of approximately 4.4 billion EUR in Europe. As an independent company applying the highest standards of corporate governance and sustainability, Cofinimmo offers tenant services and manages its portfolio through a team of approximately 160 employees in Brussels, Paris, Breda, Frankfurt and Madrid. Cofinimmo 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. The pandemic that the world has been experiencing in recent years has highlighted the importance of the healthcare sector for each and every one of us. Through its investments, Cofinimmo is actively participating in the operation, maintenance, expansion and renewal of the healthcare property portfolio in Europe.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 4
F.1. Risk factors
Structure of risk factors
F.1 Risks associated with Cofinimmo’s activities and sectors of activity
F.1.1 Economic context
F.1.1.1 Global context
F.1.1.2 Leasing market conditions in the group’s operating segments
F.1.1.3 Investment market conditions in the group’s operating segments
F.1.1.4 Interest rate volatility
F.1.1.5 Situation of 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.2 Risks relating to Cofinimmo’s financial position
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.3.4 Preventive double taxation agreement between Belgium and France
F.3.5 SOCIMI regime
F.4 Risks relating to internal control
F.5 Environmental, social and governance risks
F.5.1 Building sustainability
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 Cofinimmo 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 2022 financial results : it is recalled that the group generated a net result - group share of 483 million EUR and had net assets of 3,637 million EUR (i.e. 110.74 EUR per share), a 45.6 % debt- to-assets ratio, and contractual rents of 336 million EUR as at 31.12.2022.
F.1. Risks associated with Cofinimmo’s activities and sectors of activity
F.1.1 Economic context
F.1.1.1 Global context
Cofinimmo’s activities are conducted in a global context which has undergone multiple upheavals in recent years : following the outbreak of the COVID-19 coronavirus pandemic early 2020, inflation started to rise in Europe in the second half-year of 2021 to reach high levels in 2022, which led to a general increase in nominal interest rates, and war broke out again on the European continent. In this respect, the situation in Ukraine and the consequences deriving from the sanctions taken towards Russia have no direct impact on the group’s activity nor its financial result, since the group is not active in these two countries (it should be noted that Finland, which shares a border with Russia, represents 2.2 % of the group’s investment properties). The independent real estate valuers’ report mentions an explanatory note on the situation in Ukraine and/or the current high volatility of markets. The indirect impact of the situation in Ukraine can be assessed through the following risk factors :
* high inflation and increasing energy prices : risk factors ‘F.1.1.2 Leasing market conditions in the group’s operating segments’, ‘F.1.3.2 Vacancy rate’ ;
* delays or budget overruns in the implementation of development projects : risk factor ‘F.1.2.2 Investments subject to conditions’ ;
* increasing interest rates : risk factors ‘F 1.1.3 Investment market conditions in the group’s operating segments’, ‘F.1.1.4 Interest rate volatility’, ‘F.1.2.1 Negative change in the fair value of property’, ‘F.2.1 Liquidity risk’, ‘F.2.2 Contractual obligations and legal parameters’, ‘F.2.3 Change in the group’s public financial rating’.
In addition, the COVID-19 coronavirus pandemic is still going on. From the beginning of 2020, Cofinimmo has implemented several measures to ensure continuity, while prioritising the health of all its stakeholders. The group’s operational teams remained in close contact with tenants to ensure the continuity of services and help them get through this difficult period. Cofinimmo reviews the financial and operational situation of its counterparties on a case-by-case basis to find a balanced solution where appropriate. In this context, Cofinimmo recognised writedowns of 2.0 million EUR on trade receivables in 2020, with no equivalent in 2021 and of 1.4 million in 2022. In addition to the information included in this document, note that :
* in the office segment, surface areas leased directly to merchants (retailers, restaurants, etc.) represent less than 0.2 % of the group’s contractual rents ;
* in the healthcare real estate segment, sport & wellness centres account for less than 3 % of the group’s contractual rents. These centres, located in Belgium and Germany, were closed to the public in March 2020 and have been only partially reopened since the end of May/beginning of June 2020. Operators’ loss of income during this period was significant, since operations gradually returned to normal in 2020, but only for a short period, given public health measures taken in response to the pandemic. Sport & wellness centres in Belgium (mostly closed since the end of October 2020) and in Germany (almost fully closed since the beginning of November 2020) reopened in June 2021.# I RISK FACTORS I
F.1.1.2 Leasing market in the group’s operating segments
The leasing market in the group’s two main operating segments (healthcare real estate in Europe, office property in Belgium, primarily Brussels) could experience a fall in demand, over-supply, or the weakening of the financial position of its tenants. The effects of high inflation in Europe can be assessed (see also F.1.3.2) in terms of the weakening financial situation of tenants, as inflation indexed rents (or expenses, mainly energy related, charged to the tenants by the owners) may become unaffordable for some tenants.
Potential effects :
1. A decrease in net income resulting from an increase in the vacancy rate and associated costs. At 31.12.2022, a 1 % increase in the vacancy rate would have had an impact of around -2.2 million EUR (i.e. -0.4 %) on the net result - group share. For offices, the impact would have been -0.8 million EUR (i.e. -0.2 %).
2. Weakening of tenants’ solvency and an increase in doubtful accounts reducing the collection of rent and/or expenses charged to the tenants by the owners. At 31.12.2022, trade receivables amount to 39 million EUR (see Note 28 of the consolidated accounts). In the course of the 2022 financial year, writedowns in the amount of 1.4 million EUR has been recognised, up compared to 2021. As a reminder, in the course of the 2020 financial year, writedowns on trade receivables represented a net expense of 2.0 million EUR due to the COVID-19 pandemic. An increase in writedowns of 1 million EUR would have represented a decrease in the net result – group share of 0.2 %.
3. A decrease in the fair value of investment properties (see F.1.2.1 below).
F.1.1.3 Investment market conditions in the group’s operating segments
The investment market in the group’s two main operating segments (healthcare real estate in Europe, offices in Belgium, primarily Brussels) currently see a fall in activity (decrease in the number of transactions, mainly due to the expectation gap between selling and buying real estate investors). This can 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 group’s investment properties.
Potential effects :
1. A 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 31.12.2022, half of the 2.9 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 99 % hedged. The residual interest rate risk relates to 1 % of the financial debt.
Potential effects :
1. An increase in financial charges in the event of an increase in interest rates, on the debt portion that has been concluded at a floating rate and that would not be hedged, and therefore a decrease in net assets per share. In 2023, assuming that the debt structure and level remain identical to those at 31.12.2022, and disregarding the hedging instruments put in place, an increase in interest rates of 50 basis points would result in an 27 basis points increase in the financing cost, a decrease in the net result - group share of 7.9 million EUR and a decrease in net assets per share of 0.24 EUR. Taking into account the hedging instruments put in place, an increase in interest rates of 50 basis points would not have a noticeable impact.
2. A change in the fair value of financial instruments in the event of a change in interest rates, and hence a change in the net result - group share and in net assets per share. In 2023, 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. A positive change would have an opposite effect of the same magnitude.
F.1.1.5 Situation of some healthcare operators
The effects of the recent situation around some healthcare operators, mainly in France (see page 41 of this document), can be assessed from different angles that fit into the risk factor analysis :
* leasing market conditions in the group’s operating segments (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 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 pages 84 to 88 of chapter ‘Compostion of con- solidated 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 properties, as reflected by the fair value recognised in the balance sheet, is subject to changes and depends on various factors. Some of these factors are outside the group’s scope of action, such as a decrease in demand and occupancy rate of the group’s operating real estate segments, a change in interest rates in the financial markets, or an increase in real estate transfer tax in the group’s operating geographical areas. Other factors also play a role in the valuation of investment properties, such as their technical condition, commercial positioning, or the investment budgets necessary for proper functioning and 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 high level of inflation currently observed in Europe, which led to an increase in nominal interest rates, is likely to generate changes in the fair value of buildings that can be positive (as a result of inflation) or negative (as a result of nominal interest rates).
Potential effects :
1. At 31.12.2022, a 1 % change in value would have had an impact of around 62.0 million EUR on the net result (compared to 57.1 million EUR at 31.12.2021), 1.89 EUR on the net asset value per share (compared to 1.80 EUR at 31.12.2021) and 0.43 % on the debt-to-assets ratio (compared to 0.41 % at 31.12.2021).
2. If the cumulative changes in the fair value of properties (representing a cumulative unrealised gain of 325 million EUR as at 31.12.2022) were to be reduced to a cumulative unrealised loss in value of -812 million EUR (which would mean a writedown of 1,137 million EUR), the group would be partially or totally unable to pay dividends. The amount of 812 million EUR results from the application of article 7:212 of the Belgian Code of Com- panies and Associations (see page 313 of this document) and is understood to be after the effect of the distribution in 2023 of the proposed dividend for the 2022 financial year.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 6
F.1.2.2 Investments subject to conditions
Some investments announced by the Cofinimmo group are subject to conditions, particularly for (re)construction, renovation, extension and acquisition projects that have not yet been formally completed. The committed investment programme represents 462 million EUR mainly in healthcare real estate (detailed on page 44 for healthcare real estate and 79 for offices).# I RISK FACTORS I
F.1.3 Customers
F.1.3.1 Concentration risk
Concentration risk is assessed for buildings, locations, and (groups of) tenants or operators. As at 31.12.2022, the Cofinimmo group had a diversified customer base (more than 310 groups of tenants or operators), of which nearly 80 in healthcare real estate. In 2022, the group’s five main (groups of) tenants or operators generated 46.6 % of gross rental revenues. The two main (groups of) tenants or operators accounted respectively for 15.4 % (Korian group) and 9.8 % (AB InBev) of these revenues. Furthermore, the public sector generated 6.6 % of gross rental revenues.
Potential effects:
1. Significant reduction in rental income and hence 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 mandates 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 6.3 % of the consolidated assets.
F.1.3.2 Vacancy rate
A 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 31.12.2022 in the group’s operating sectors (healthcare real estate : 99.9 % ; offices : 94.2 % ; property of distribution networks : 100 % ; group : 98.7 %), 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 high level of inflation in Europe can be assessed (see F.1.1.2) in terms of vacancy rate, should inflation be such that it makes indexed rents unaffordable for some tenants and increases vacancies.
Potential effects:
1. As at 31.12.2022, a 1 % increase in the vacancy rate at group level would have had an impact of about 3.3 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, market participants perception of real estate in general and on the group’s operating segments in particular. The group could therefore encounter difficulties in obtaining financing necessary for growth or for the exercise of its activities. The chapter ‘Financial resources management’ of this document details the group’s financing strategy and the manner in which it is implemented. It also presents the group’s debt structure 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 net result - group share, and hence on net assets per share.
3. Inability to meet the group’s financial commitments (operating activities, interest or dividend payments, 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 its contracted credit agreements. Non-compliance with these commitments, parameters, or ratios entails risks for the group. The main legal obligations, parameters, or ratios are specified in 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 corresponding 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 3.6 billion EUR as at 31.12.2022 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 its long-term debt (stable outlook) and A-2 for its short-term debt (confirmed on 25.03.2022 and commented in the S&P bulletin on 29.11.2022).
Potential effects:
1. A rating downgrade would have a direct effect on the group’s financing cost, and therefore on net result - group share, and on net assets per share.
2. A rating downgrade could also have an indirect effect on credit providers’ willingness to lend to Cofinimmo, 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 the particular tax status in Belgium and in France of regulated real estate company (‘RREC’, qualified as public in the case of Cofinimmo SA/NV, and institutional in the case of certain subsidiaries), specialised real estate investment funds (‘FIIS’), and of listed real estate investment company (‘SIIC’). These statuses are reflected in tax transparency for their activities in Belgium and in France. They 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 these regulatory requirements. In addition, legislation may be subject to change by the legislator (see chapter ‘Standing document’ on page 362). Furthermore, 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 the 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 provided 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, including losing the tax transparency benefit. This would cause a significant reduction in net result - group share, and net assets per share, as well as an obligation to repay a large number of loans early.
2. A decrease in net result - group share, and net assets per share, in the event of an unfavourable legislative change.
3. An increase in the revenue base on which the exit tax is calculated, decreasing net result – group share, and net assets per share.
F.3.2 Changes to social security schemes
In healthcare real estate (accounting for 69 % of contractual rents and 70 % of investments properties), the income of tenants/operators is often derived from subsidies provided by the local social security scheme, at least partially, whether directly or indirectly. These schemes depend on national, regional or local authorities, and are subject to reform from time to time.
Potential effects:
1.# F.3.3 FBI regime
Cofinimmo benefits (through its subsidiary Superstone) from the ‘fiscale beleggingsinstelling’ (‘FBI’) status in the Netherlands, as reflected in the tax transparency for its activities. This status is granted subject to meeting a series of conditions determined by Dutch legislation. In early 2020, the Dutch tax authorities informed Cofinimmo SA/NV it would have to undergo a shareholding test to ensure it meets the requirements for being considered an FBI, which are conditional on Superstone’s activities and shareholder structure. In December 2021, the Dutch Ministry of Finance lifted an uncertainty regarding one of the formal conditions in accordance with recent European case law (DEKA ruling), specifically, the condition to be met in the context of the Cofinimmo shareholding test relating to the corporate purpose. In order to maintain the FBI regime in 2021 and 2022, it will also be necessary to obtain confirmation from the Dutch Ministry of Finance that the other conditions of the shareholding test are met. Furthermore, on 20.09.2022, during the traditional ‘Prinsjesdag’ speech, the Dutch government announced the abolition of the FBI status for real estate companies as of 01.01.2024 (later on this deadline was postponed to 01.01.2025).
Potential effects
- The 2022 accounts and the 2023 outlook include provisions covering the risk associated with the loss of the FBI status.
F.3.4 Preventive double taxation agreement between Belgium and France
As at 31.12.2022, the preventive double taxation agreement signed on 09.11.2021 between Belgium and France was not ratified by all competent levels of power. The impact of this agreement, once ratified, will be an increase in the ‘branch tax’ of Cofinimmo’s French branch tax result to bring it to 25 % (compared to 5 % currently). The agreement being applicable the year following that of its ratification by all parties, the increase in ‘branch tax’ will not be due in 2023 for the 2022 result.
Potential effects
- Upon its ratification, at the earliest in 2023, the new agreement will be applicable (at the earliest) in 2024 and the increase in the ‘branch tax’ that would be due in 2024 on the 2023 result could represent an additional (unbudgeted) yearly expense of around 4 million EUR, i.e. 0.13 EUR per share.
F.3.5 SOCIMI regime
The sub-socimi regime has been adopted by the Spanish subsidiaries of Cofinimmo, with the exception of one service company. This regime is effective as from 2022 and is based on a general decision issued by the Spanish authorities in favour of another Belgian RREC. Cofinimmo has submitted a ruling request in 2019 but the Spanish authorities have note taken a decision on this request.
Potential effects
- The 2022 accounts include provisions covering the risk of not obtaining the sub-socimi status.
- In the event that sub-socimi status is not obtained by 2023, the risk is estimated to be less than 2 million EUR (or 0.06 EUR per share) on net result - group share.
F.4 Risks relating to internal control
An inadequate internal control system may prevent the parties concerned (internal auditor, compliance officer, risk officer, executive committee, audit committee, board of directors) from performing their duties, which could jeopardise the effectiveness of internal control (see chapter ‘Corporate governance statement’, section ‘Internal control and risk management’).
Potential effects
- 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 Building sustainability
The attractiveness of the Cofinimmo group’s asset portfolio depends in particular on their sustainability (location, energy intensity, proximity to transport modes, etc.) and their resilience to climate change (see section ‘ESG strategy’ on page 24 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
Environmental, social and governance (ESG) aspects are increasingly important, both in terms of the general public opinion and for private or institutional investors. These cover many aspects, for example the effects of the company’s activities on the environment, the community and governance, that 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, given the shortcomings.
Potential effects
- A deterioration of the group’s reputation among various stakeholders.
- Difficulty accessing capital market (debt and equity).
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 8
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 06.04.2023 with the Financial Services and Markets Authority (FSMA), as the competent authority under Regulation (EU) 2017/1129 1, 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, along with any amendments and a securities note and summary approved in accordance with Regulation (EU) 2017/1129, are approved by the FSMA.
Languages
This universal registration document, which includes 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, which includes 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.
- 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.
Statements
Royal decree of 14.11.2007
Responsible persons
The following persons are responsible for the information contained in this registration document:
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,
Mrs Anneleen Desmyter, 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 Michael Zahn, 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 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 position of the business, the results and the performance of Cofinimmo SA/NV and its consolidated subsidiaries, as well as a description of the main risks and uncertainties they face.
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 to the best of their knowledge, the information contained in this universal registration document including the annual financial report and the ESG report is, factually correct and contains no omissions that would alter its intent and purpose.# Preliminary remarks
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 10
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 independent real estate valuers’ report 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 data published by the same third parties, no information has been omitted which would render this document inaccurate or misleading. This universal registration document including the annual finan- cial report and the ESG report is a document filed with the Finan- cial 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 any amendments 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 ;
* there is no information relating to (i) any convictions for fraud within the last five years, (ii) any bankruptcies, receiv- erships, liquidations or placing of companies under judicial administration, and (iii) any official public accusations and/ or sanctions by statutory or regulatory authorities (including designated professional bodies), that must be disclosed ;
* none have been denied by a court the right to hold office as a member of the administrative, management, or supervisory bodies of an issuer or to participate in the management or conduct of the issuer’s business over the last five years ;
* no conflict of interest exists between their Cofinimmo SA/NV duties and their private interests.
Outlook
Cofinimmo SA/NV certifies that the outlook or estimated profit was determined and prepared on a basis comparable to the historical financial information and in accordance with the issuer’s accounting policies.
Operation of administrative and management bodies
Cofinimmo SA/NV declares that no service contracts are in place with the directors and/or members of the executive committee that provide for the granting of benefits at the end of such a contract, subject to the comment included in the section ‘Con- tractual terms of the members of the executive committee’ of the chapter ‘Corporate governance statement’.
Main shareholders
Cofinimmo SA/NV declares that :
* no directors or members of the executive committee directly or indirectly hold a percentage of the share capital or voting rights of Cofinimmo SA/NV that requires notification under legislation on the disclosure of major shareholdings ;
* the main shareholders of Cofinimmo SA/NV do not hold dif- ferent voting rights.
Judicial and arbitration proceedings
Cofinimmo SA/NV declares that, over the past 12 months, no administrative, legal or arbitration proceedings have been initiated that could have or have had significant effects on the financial situation financial situation or profitability of Cofinimmo SA/NV.
Significant change in the financial position
Cofinimmo SA/NV declares that there have been no significant changes in the group’s financial position 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 finan- cial report and the ESG report, the latest version of the articles of association of Cofinimmo SA/NV as well as all reports, letters and other documents, valuations and declarations established by an expert at the request of Cofinimmo SA/NV, part of which are included or referred to in the universal registration document including the annual financial report and the ESG report, may be accessed on the website www.cofinimmo.com.
11 I PRELIMINARY REMARKS I
Information incorporated by reference
The annual financial reports of the past five years (notably those of financial years 2020 and 2021, 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 accessed on the website www.cofinimmo.com. The statutory auditor for the historical information from 2020, 2021 and 2022 is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Rik Neckebroeck.
Information Document Section
| Document Section | Historical financial information for the last three financial years |
|---|---|
| Annual financial report 2022 | Fully (including the key figures on page 26, the summary of the consolidated accounts on p. 102 to 105 and the annual accounts on p. 232 to 319) |
| 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) |
| Statutory auditor’s statement | Annual financial report 2022 Statutory auditor’s report on : • The projections on p. 116 and 117 ; • The consolidated accounts on p. 304 to 307 ; and • The consolidated accounts on p. 316 to 319 |
| 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 | |
| Information on major investments | Annual financial report 2022 • Healthcare real estate : p. 36 to 63 ; • Property of distribution networks : p. 64 to 71 ; • Public-Private Partnerships : p. 64 and 71 ; • Offices : p. 72 to 79 |
| 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 ; • Offices : 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 ; • Offices : p. 52 to 59 | |
| Breakdown of total revenue by type of activity and by market for the last three financial years | Annual financial report 2022 Annual accounts in Note 5 (segment information) p. 250 to 255 |
| 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 to 229 | |
| Description of financial position and operational results | Annual financial report 2022 • Section ‘Financial resources management’ p. 89 to 94 ; and • Notes to the consolidated accounts p. 240 to 303 |
| 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 | |
| Information on personnel | Annual financial report 2022 • Section ‘Corporate governance statement’ p. 202 ; • Annual accounts in Note 43 p. 302 |
| 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 | |
| Important agreements concerning a change of control in the event of a takeover bid | Annual financial report 2022 • Section ‘Corporate governance statement’ p. 217 |
| Annual financial report 2021 • Section ‘Corporate governance statement’ p. 207 | |
| Annual financial report 2020 • Section ‘Corporate governance statement’ p. 192 |
12 X Office building Belliard 40 - Brussels CBD (BE)
13 I PRELIMINARY REMARKS I
Solid performance in an unprecedented macro-economic context
X Jean-Pierre Hanin (Chief Executive Officer) and X Jacques van Rijckevorsel (Chairman of the board of directors)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 14
Cofinimmo has been acquiring, developing and managing rental properties for almost 40 years. Attentive to societal changes, Cofinimmo’s permanent objective is to offer high-quality care, living and working spaces (‘Caring, Living and Working - Together in Real Estate’). Capitalising on its expertise, Cofinimmo consolidates its leadership in European healthcare real estate. The pandemic that the world has been experiencing in recent years has highlighted the importance of the healthcare sector for each and every one of us. Through its investments, Cofinimmo is actively participating in the operation, maintenance, extension and renewal of the healthcare property portfolio in nine countries.
A balanced healthcare portfolio
During the 4 th quarter of 2022, Cofinimmo made several invest- ments (for 173 million EUR, bringing the total over 12 months to 547 million EUR) in various healthcare real estate sub-segments in Europe. Thanks to these operations, healthcare real estate assets (4.4 billion EUR) account for 70 % of the group’s consoli- dated portfolio as at 31.12.2022, which now reaches 6.2 billion EUR.
A sustainable growth model
Cofinimmo constantly evaluates its asset portfolio based on the key points of its strategy and the available market opportunities.In this context, the group carried out disposals for more than 144 million EUR, contributing 1.2 % to the reduction of the debt- to-assets ratio. These are primarily in the offices and property of distribution networks segments (of which the Cofinimur I portfolio of insurance agencies in France represents only 0.3 % of the consolidated portfolio as at 31.12.2022, after disposals of more than 50 million EUR in 2022 and nearly 110 million EUR cumulatively since the process was launched in 2021). Cofinimmo has been adopting a proactive ESG policy for almost 15 years now. This is a real priority for the group, which once again distinguished itself in 2022. Cofinimmo further improved its ESG performance with the renewal of several labels and obtained several new BREEAM certifications for healthcare properties, including the first two in Germany. In addition, Cofinimmo has distinguished itself by obtaining the Sustainable Growth Award 2021 granted in January 2022 by Euronext Brussels, rewarding the company with the strongest sustainable growth over the last decade. More recently, Cofinimmo was selected to be one of the ‘Top SBTi 1.5° ESG Bond issuers’ and was included in the new Euronext Bel ESG Index.
A reinforced balance sheet structure
In terms of financing, Cofinimmo reinforced its financial resources and its balance sheet structure during the financial year. The financing operations during this period enabled the group to improve the maturity timetable of its financial debts, to increase the amount of available financing, to maintain an average cost of debt at particularly low levels and to maintain their average residual maturity. Therefore, Cofinimmo has set up early refinan- cings and new financings for more than 1.1 billion EUR, includ- ing the issuance of a 2 nd sustainable bond for 500 million EUR in January 2022 at 1 % fix over 6 years (2.5 times oversubscribed), and 315 million EUR of new sustainability-linked syndicated credit line, showing that sustainable investment and sustain- able financing are priorities for the group. The interest rate risk is hedged at nearly 100 % as at 31.12.2022 through the use of IRS and caps, and at 90 % (or more) until the end of 2025. As at 31.12.2022, Cofinimmo had 779 million EUR of headroom on committed credit lines, after deduction of the backup of the commercial paper programme. Taking into account the refinan- cing in January 2023 of a 90 million EUR credit line that was maturing during the year (to bring its maturity to 2030), there are no further maturities in 2023. In terms of equity, Cofinimmo carried out (non-budgeted) capi- tal increases for nearly 114 million EUR (optional dividend and contribution in kind) during the financial year, contributing 1.7 % to the reduction of the debt-to-assets ratio. The group’s momentum in terms of investments and financing (average cost of debt at 1.2 %), coupled with efficient manage - ment of the existing portfolio in transformation (occupancy rate of 98.7 %, gross rental income up 4.5 % on a like-for-like basis due to recent indexations, which usually take place on the anniver- sary date of the contract, operating margin at 81.0 %), enabled the company to realise a net result from core activities – group share of 222 million EUR as at 31.12.2022, higher than the outlook (compared to the 212 million EUR that were made as at 31.12.2021, i.e. a 5 % increase), mainly due to the scope effects of acquisitions made, higher than that of disposals. The net result from core activities per share – group share amounts to 6.95 EUR (higher than the outlook, compared to 7.15 EUR as at 31.12.2021), taking into account the issuance of shares in 2021 and those (non- budgeted) in 2022. The effect of disposals and capital increases on this indicator is 0.26 EUR per share and 0.59 EUR per share respectively, or 0.85 EUR per share in total.
‘Through its numerous development projects, Cofinimmo is actively participating in the extension and renewal of the property portfolio dedicated to healthcare in Europe.’
MESSAGE TO THE SHAREHOLDERS
The net result – group share amounted to 483 million EUR (i.e. 15.09 EUR per share) as at 31.12.2022, compared to 260 million EUR (i.e. 8.78 EUR per share) as at 31.12.2021. This growth is due to the increase in the net result from core activities – group share as well as the changes in the fair value of investment properties and hedging instruments – non-cash items – between 31.12.2021 and 31.12.2022.
A contained debt-to-assets ratio
With a debt-to-assets ratio of 45.6 % as at 31.12.2022 (44.2 % as at 31.12.2021), Cofinimmo’s consolidated balance sheet (whose BBB/A-2 rating was confirmed in March 2022) shows a strong sol- vency (information on main risks and uncertainties are stated in the ‘Risk factors’ section), supported by the fact that the group has already secured agreements for future divestments (represented in the balance sheet by non-current assets held for sale) of 117 million, which would over time reduce the debt-to-assets ratio by approximately 1 %.
These results allow to confirm that the board of directors will propose, during the ordinary general meeting of 10.05.2023, the allocation of a gross dividend of 6.20 EUR per share for the 2022 financial year, payable in May 2023.
Based on the information currently available and the assumptions detailed in the ‘2023 Outlook’ on page 112 of this document (gross investments of 300 million EUR and divestments of 300 million EUR in 2023, of which around 85 million EUR have already been signed, with these net investments having a neutral effect on the debt- to-assets ratio), and considering the disposals carried out in 2022 and budgeted in 2023, Cofinimmo expects, barring major unforeseen events, to achieve rental income, net of rental char- ges of 333 million EUR leading to a net result from core activities – group share of 228 million EUR (compared to 222 million EUR as at 31.12.2022), i.e. 6.95 EUR per share for the 2023 financial year, taking into account the prorata temporis dilutive effects of the capital increases carried out in 2022 (approximately 0.18 EUR per share) and the disposals carried out in 2022 and the ones budgeted in 2023 (approximately 0.28 EUR per share).
Based on the same data and assumptions, the debt-to-assets ratio would be stable at approximately 45.6 % as at 31.12.2023. This ratio does not take into account possible changes in fair value (which will be determined by the independent real estate valuers).
The board of directors contemplates to offer shareholders a gross dividend of 6.20 EUR per share for the 2023 financial year (i.e. a consolidated pay-out ratio of 89 %), stable compared to 2022 (this outlook is provided subject to the main risks and uncertainties stated in the ‘Risk factors’ section of this document).
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 of crises (health and geopolitics) that affects us all.
X Jacques VAN RIJCKEVORSEL, Chairman of the board of directors
X Jean-Pierre HANIN, Chief Executive Officer
‘Cofinimmo has been adopting a proactive ESG policy for almost 15 years now. Beginning of 2023, the group was selected by Euronext as one of the ‘Top SBTi 1.5° ESG Bond issuers’ and was included in the new Euronext Bel ESG Index.’
COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2022 |
Highlights
- Caring
547 million EUR Investments - Living
>50 million EUR Further disposal of part of the Cofinimur I portfolio - Working
76 million EUR Divestments carried out - Portfolio geographical footprint
9 countries - Financial envelope of ongoing development projects
672 million EUR - With 4.4 billion EUR, healthcare real estate accounts for 70 % of the group’s consolidated portfolio which reaches 6.2 billion EUR.
ESG
- Several BREEAM certifications in healthcare real estate, including the first two in Germany
- Renewal of several ESG labels
- Member of ‘Top SBTi 1.5° ESG Bond issuers’ (selected by Euronext in January 2023)
- Inclusion in the new Euronext Bel ESG Index
Operational performance
- + 8.8 % Increase in gross rental income over the last 12 months
Financial structure
- Capital increases (non- budgeted) for nearly 114 million EUR (optional dividend and contribution in kind)
- Early refinancing and set up of new financing for more than 1.1 billion EUR, including the issuance of a second sustainable bond for 500 million EUR in January 2022 at 1 % fix over 6 years (2.5 times oversubscribed), and 315 million EUR of new sustainability-linked syndicated credit line
- Headroom on committed credit lines of approximately 779 million EUR as at 31.12.2022, after deduction of the backup of the commercial paper programme
2023 outlook
- 6.20 EUR/action Gross dividend for the 2023 financial year, payable in 2024 (stable compared to 2022)
MESSAGE TO THE SHAREHOLDERS |
Nursing and care home - Oleiros (ES)
COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2022 |
MANAGEMENT REPORT
Contents
- Mission 20
- Strategy 21
- Key figures as at 31.12.2022 26
- Transactions & achievements in 2022 30
- Healthcare real estate 38
- A vast and qualitative European portfolio 48
- Belgium 50
- France 52
- The Netherlands 54
- Germany 56
- Spain 58
- Finland 60
- Ireland 61
- Italy 62
- United Kingdom 63
- Property of distribution networks 66
- Offices 74
- Composition of the consolidated portfolio 80
- Financial resources management 89
- Summary of the consolidated accounts 102
- Appropriation of statutory profits 108
- Events after 31.12.2022 110
- 2023 outlook 112
- Statutory auditor’s report on the outlook 116
MANAGEMENT REPORT
‘Caring, Living and Working – Together in real estate’ is the expres- sion of this mission.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022
20 Real estate strategy
Healthcare real estate
Cofinimmo’s strategy consists in consolidating its leadership in the European healthcare real estate segment. In this context, Cofinimmo’s primary objective is to expand its healthcare real estate portfolio by investing in high-quality functional buildings. In principle, these buildings create an elevated, predictable and indexed cash flow within the framework of usually long-term lease contracts. The group’s growth goes hand-in-hand with the diversification that is already underway, in the healthcare real estate segment. Once limited to nursing and care homes, Cofinimmo’s healthcare real estate portfolio grew over time through the acquisition of other types of assets such as medical office buildings, specialised clinics, rehabilitation clinics, psychiatric clinics, etc. But diversification was also marked on a geographical level through the expansion of the group’s activities beyond Belgium, first in France, then in the Netherlands and Germany and, since 2019, in Spain, Finland, Ireland, Italy and the United Kingdom. The nine countries in which the company is active are at different stages of development. As part of its healthcare real estate strategy, Cofinimmo participates in the expansion and renewal of the healthcare property portfolio in Europe. Several innovative projects aimed at making residents’ stay more attractive, including encouraging interaction with people living in the surrounding area as well as family visitations. By way of example, it is worth mentioning the healthcare campus De State Hillegersberg in Rotterdam, whose complete renovation was completed in the first quarter of 2022. Initiated in 2019, this large-scale project consisted of two pillars : the complete renovation of the rehabilitation centre, and the demolition and reconstruction of the nursing and care home. The goal of this new site is not only to meet the residents’ needs but also to create a central place to live for the entire neighbourhood and, by doing so, to fight against the isolation of care-dependent seniors. Part of the building is intended for local general practitioners who receive the nursing and care home residents’ relatives as well as local residents. The latter can also enjoy the nice brasserie and a beautiful garden. Finally, the clinic is also home to an innovative nursing house concept for elderly people who still need temporary assistance after their rehabilitation. Given the above, it is clear that the share of healthcare real estate in Cofinimmo’s consolidated portfolio, which already represents more than 70 %, is bound to grow significantly in the future.
Property of distribution networks and PPPs
Property of distribution networks, public-private partnerships (PPPs), and healthcare real estate all share the characteristic of generating high, predictable, and indexed cash flows, through 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. The portfolio of pubs and restaurants leased to the AB InBev brewery group (Pubstone) has been subject to individual ‘run of the mill’ asset disposals since its creation. Since the end of 2021, the portfolio of insurance agencies leased to the MAAF insurance company (Cofinimur I) is subject to a gradual divestment strategy per sub-portfolio clusters or per unit. PPPs are intended to be held for the long term.
Offices
Since its establishment in December 1983, Cofinimmo has been a major player in the Brussels office market in Belgium, which consists of different sub-segments. It is in this market that the company has built its expertise in real estate for almost 40 years. Specifically, Cofinimmo’s staff are experts in every aspect of the building life cycle, and are 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 eventual rental or sale of these assets. In addition to the office segment, this know-how is also applied to healthcare real estate, property of distribution networks, and PPPs, which all benefit from the synergies created. Having divested large single-tenant office spaces, Cofinimmo continues its overall rebalancing strategy by carrying out selective asset arbitrage and the rebalancing of its office portfolio by reducing holdings in Brussels’ decentralised areas and expanding its holdings of high-quality buildings in the Central Business District (CBD), and more specifically in the Leopold district (i.e. in the vicinity of the European institutions). The vacancy rate in this segment, which is substantially lower than the average in the Brussels market, makes it possible to obtain higher net yields. 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. In order to have an optimal operational platform, the size of the office portfolio should ideally remain above 1 billion EUR.
STRATEGY
Cofinimmo’s strategy is to reaffirm its leadership in the European healthcare real estate segment. With its numerous development projects, Cofinimmo actively participates in the expansion and renewal of the healthcare property portfolio in Europe.
21 MANAGEMENT REPORT I STRATEGY I Benefits of the strategy for stakeholders
Cofinimmo’s strategy flows from the mission described above as well as from the expectations of the main stakeholders (shareholders, tenants, staff and community).
| Communities | Tenants | Shareholders | Employees |
|---|---|---|---|
| Enhancement of public and parapubic property thanks to PPPs | High-quality care, living and working environments | Socially responsible, long-term, low-risk investment generating a regular flow of dividends | Growth |
| Spaces that meet rapidly changing needs and aspirations | Respect and a fulfilling work environment | ||
| Indirect benefits in healthcare and the working world or in places where people exchange and share | Collective and personal development opportunities |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 22
Capital markets : equity (x 1,000,000 EUR)
| Contribution in kind | Sale of treasury shares | Optional dividend | Rights Issues | Accelerated bookbuilding | Conversion of convertible bonds | Straight bonds | Convertible bonds | Green & social bonds | Commercial paper |
|---|---|---|---|---|---|---|---|---|---|
| 107 | 75 | 29 | 19 | 5 | 63 | 22 | 11 | 38 | 92 |
| 3333 | 99 | 103 | 44 | 155 | 296 | 31 | 217 | 65 | 285 |
| 180 | 75 | 72 | 98 | 69 | 32 | 44 | |||
| 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 |
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
| 2022 |
Capital markets : debts (x 1,000,000 EUR)
| | 58 | 56 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 |
| :------------------ | :-: | :-: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | | | | |
| 173 | 191 | 219 | 26 | 20 | 10 | 29 | 500 | 500 | 55 | 17 |
| 100 | 50 | 140 | 50 | 190 | 70 | | | | |
1,113 million EUR New credit lines concluded as at 31.12.2022
45.6 % Debt-to-assets ratio as at 31.12.2022
1.2 % Average cost of debt in 2022
23 I MANAGEMENT REPORT I STRATEGY I 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 sources
The group diversifies not only the type of assets and the countries in which it invests, but also its financing sources. Cofinimmo also pays particular attention to the alignment between its financial strategy and its ESG objectives. Thus, Cofinimmo uses traditional or sustainability-linked bank loans, green & social loans, ‘traditional’ straight (non-convertible) bonds, convertible bonds (the last one matured in 2021), green & social or sustainable bonds, and both short-term and long-term sustainable commercial paper programmes in its financing mix. In addition, the company works closely with about twenty financial institutions.# Regular access to capital markets
Cofinimmo raises capital through capital increases, optional dividends in shares, disposals of treasury shares, contributions in kind, as well as the issuance of ‘traditional’ straight (non-convertible) bonds, convertible bonds and green & social or sustainable bonds. The two graphs on page 23 show the financing sources used by Cofinimmo in recent years.
Debt-to-assets ratio close to 45 %
Even though the company’s RREC legal status 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 a European level through market standards for listed real estate companies, and is adjusted for the long weighted average residual length of leases.
Optimisation of the duration and cost of financing
Cofinimmo actively manages its financing sources, typically by refinancing maturing debts in advance. In this respect, the group strives to optimise the cost of its debt while ensuring diversification of its financing sources and monitoring the weighted average residual maturity of its debt.
With a portion of the debt incurred at floating rate, Cofinimmo is exposed to interest rate risk as an increase in rate 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 estimated financial debt.
ESG strategy
As a major real estate player in Europe, Cofinimmo has been committed to a global ESG strategy for almost 15 years. In response to the risks generated by climate change, Cofinimmo decided to raise its environmental ambitions. Strategic thinking carried out in 2019 led to an ambitious project aimed at reducing the portfolio’s energy intensity by 30 % (compared to the 2017 level) by 2030, to reach 130 kWh/m² (30³ project). This objective was established following the science-based targets methodology, which makes it possible to objectivise the effort required to contribute to the goal of limiting global warming to a maximum of 1.5°C.
This builds on the many ESG initiatives set by Cofinimmo, and is in line with the COP21 Paris Agreement, which was reconfirmed by COP26 in 2021 and later at COP27 in 2022. Initiated at the beginning of 2020, this project covers not only the office and healthcare real estate segments, but also all the activities directly managed within the company such as sales and acquisitions, development, construction 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.
In 2022, Cofinimmo continued to implement the 30³ project aiming at reducing the energy intensity, within the framework of a ‘net zero’ roadmap to contribute to the transition to a low-carbon system. This path includes certain actions which concern both strategic buildings, as for instance during renovations, which is at the heart of Cofinimmo’s low-carbon strategy, and the entire portfolio, with the pillar of action being the increased availability of actual energy consumption data. Cofinimmo is committed to achieving this objective through the systematic installation of remotely readable meters and the establishment of a partnership with the stakeholders who wish to participate in the reduction of energy intensity.
Energy intensity
Buildings with superior energy performance are more attractive from a commercial point of view, offering occupants greater comfort at lower cost. Cofinimmo’s consumption reports have been made available since 2010 and show a 30 % decrease in energy intensity, over the last six years, all sectors combined.
Cofinimmo’s approach of the risks and opportunities linked to climate change is explicitly in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The infographic on the next page provides a visual representation of the TCFD indications applied to Cofinimmo activities.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 24
Evolution of the average energy intensity of the portfolio between 31.12.2016 and 31.12.2022
| kWh/m² | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 189 | 226 | 178 | 179 | 130 | 165 | 158 | 163 |
The most important risks are included in the chapter ‘Risk Factors’, section ‘Environmental, Social and Governance Risks’ (see page 9). A detailed description of the impact of risks and opportunities linked to climate change on the strategy can be found in the public response to the Carbon Disclosure Project (CDP) questionnaire via www.cdp.net. The ESG report, included in this document, describes how the group manages risks linked to climate change. In particular, it outlines the procedures aiming at reducing greenhouse gas (GHG) emissions associated with the energy intensity of the portfolio.
This structured planning of the response to climate risks finds its source in the efforts made by Cofinimmo over a long period of time to communicate transparently on ESG data through a standardised report of ESG performance indicators, in accordance with the EPRA sBPR reporting standard (see pages 322-341).
In accordance with this ESG strategy, Cofinimmo intends to pursue a sustainable financing policy, described in the chapter ‘Financial resources management’ (see pages 89-101). Finally, the governance of ESG aspects, including the risks and opportunities linked to climate change, is well integrated into the overall governance structure, where the Head of ESG is in direct line with the CEO. For more details on Cofinimmo’s governance structure and the company’s commitment to monitoring ESG and climate risks at all levels of this structure, see the ‘Corporate Governance Statement’ on page 198.
| Governance | Strategy | Risk management | Indicators & Objectives |
|---|---|---|---|
| Harmonised ESG report and clear objectives for data collection. | ISO 14001 : historical pillar of environmental risk management, reinforced by a structured approach to climate risks. | Cofinimmo has been committed to a global ESG strategy for almost 15 years. Committed to the objectives of the Paris Agreement, the group believes that it is possible to aim for a carbon neutral society by 2050. Cofinimmo’s governance considers ESG and climate risks as an absolute priority. It integrates the risks and opportunities related to climate change into the overall strategy. | TCFD reference |
25 I MANAGEMENT REPORT I STRATEGY I
Key figures as at 31.12.2022
| 318 million EUR | + 8 % Property result |
| >2,485,000 m² | Total surface area |
| 5.6 % | Gross rental yield at 100 % occupancy |
| 6.2 billion EUR | + 9 % Fair value of the portfolio in 2022 |
| 98.7 % | Occupancy rate |
| 13 years | Weighted average residual lease length |
Portfolio breakdown by segment (as at 31.12.2022 - At fair value)
| 70 % | Healthcare real estate |
| 22 % | Offices |
| 8 % | Property of distribution networks |
Geographical breakdown of portfolio
| 55 % | Belgium |
| 14 % | Germany |
| 14 % | Other* |
| 10 % | The Nederlands |
| 8 % | France |
- ES 5% - FI 2% - IE 2% - IT 3% - UK 1%
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 26
- Increase in the share price + dividend yield.
- Publication of Standard & Poor’s at 25.03.2022.
Key figures as at 31.12.2022
| 318 million EUR | Market capitalisation |
| 2.8 billion EUR | BBB/long term & A-2/short term Standard & Poor’s rating |
| 108.78 EUR | Average share price in 2022 |
| 45.6 % | Debt-to-assets ratio |
| 6.95 EUR/share | EPRA result |
| 110.74 EUR/share | Net asset value |
| - 37.5 % | Gross return 1 of the share in 2022, comparable to the change in the EPRA Europe index (-36.5 %) |
| 1.2 % | Average cost of debt |
Financial
27 I MANAGEMENT REPORT I KEY FIGURES I
| 161 employees | |
| 158 kWh/m² | Average portfolio energy intensity |
| 57 % | Part of the portfolio PEB/EPC certified |
| 80 % | Part of the portfolio remotely monitored |
| 64 % | Hours of paid training |
| 5,500 | |
| 47 % Men | 53 % Women |
ESG
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 28
Consolidated key figures (x 1,000,000 EUR)
| 31.12.2022 | 31.12.2021 | 31.12.2020 | |
|---|---|---|---|
| Portfolio of investment properties (in fair value) | 6,200 | 5,710 | 4,869 |
| (x 1,000 EUR) | 31.12.2022 | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| Property result | 317,534 | 293,885 | 255,956 |
| Operating result before result on the portfolio | 257,067 | 241,318 | 211,112 |
| Net result from core activities - group share | 222,496 | 212,131 | 181,457 |
| Result on financial instruments - group share | 216,937 | 40,748 | -21,906 |
| Result on the portfolio - group share | 43,505 | 7,458 | -40,330 |
| Net result - group share | 482,938 | 260,337 | 119,222 |
| Operating margin | 81.0 % | 82.1 % | 82.5 % |
| 31.12.2022 | 31.12.2021 | 31.12.2020 | |
|---|---|---|---|
| Operating costs/average value of the portfolio under management ¹ | 1.00 % | 0.95 % | 0.98 % |
| Weighted residual lease length (in years) ² | 13 | 12 | 12 |
| Occupancy rate ³ | 98.7 % | 98.1 % | 97.4 % |
| Gross rental yield at 100 % occupancy ⁴ | 5.6 % | 5.6 % | 5.9 % |
| Net rental yield at 100 % occupancy ⁵ | 5.3 % | 5.3 % | 5.6 % |
| Debt-to-assets ratio ⁶ | 45.6 % | 44.2 % | 46.1 % |
| Average cost of debt ⁷ | 1.2 % | 1.1 % | 1.3 % |
| Weighted average residual debt maturity (in years) ⁸ | 5 | 5 | 5 |
- 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.
4.# MANAGEMENT REPORT
KEY FIGURES
- 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 ‘Financial resources management’ on page 93.
29 I MANAGEMENT REPORT I KEY FIGURES I Transactions & achievements in 2022
Q1
january
- Belgium: Signature of a private agreement relating to the future divestment of the Everegreen office building (Brussels decentralised area) for approximately 23 million EUR.
- Spain: Acquisition of a plot of land in Oviedo (Asturias) where a nursing and care home will be built for approximately 12 million EUR (plot of land + works).
- Finland: Provisional acceptance of a nursing and care home in Vantaa.
- Germany: Acquisition of two nursing and care homes in Essenheim (Mainz-Bingen) and one nursing and care home in Bruchmühlbach-Miesau (Kaiserslautern) for approximately 39 million EUR.
- Financing:
- Issuance of a second public benchmark sustainable bond for 500 million EUR at 1 % over six years.
- Extension of a 25 million EUR credit line for one additional year, bringing its maturity to 2026.
february
- France: Acquisition of a nursing and care home (EHPAD) in Le Havre (Normandy) for nearly 27 million EUR.
- Spain:
- Provisional acceptance of a nursing and care home in Sarriguren (Navarra).
- Acqui- sition of a plot of land in Elche (Valen- cia) where a nursing and care home will be built for approximately 8 million EUR (plot of land + works).
- Acquisition of a plot of land in Castellón de la Plana (Valencia) where a nursing and care home will be built for approximately 12 million EUR (plot of land + works).
- Financing: Extension of a 100 million EUR credit line for one additional year, bringing its maturity to 2027.
march
- Belgium: Signature of an agreement relating to the renovation and extension of a nursing and care home in Marche-en-Famenne (Lux- embourg) for approximately 8 million EUR.
- France: Disposal of a nursing and care home (EHPAD) in Montoncour (Brittany) for 1 million EUR.
- The Netherlands: Acquisition of a nursing and care com- plex in Velp (Gelderland) for approximately 8 million EUR.
- Germany: Lifting conditions relating to the acquisi- tion of a nursing and care home in Leipzig (Saxony).
- Spain: Provisional acceptance of a nursing and care home in Cartagena (Murcia).
X Nursing and care home - Castellón de la Plana (ES) I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 30
Q2
april
- The Netherlands: Acquisition of a plot of land in Hooger- heide (North Brabant) where a nursing and care home will be built for approximately 26 million EUR (plot of land + works).
- Finland:
- Acquisition of the company developing a nursing and care home in Raisio (Turku) for approximately 15 million EUR.
- Acquisition of the companies owning six healthcare real estate assets in Southern Finland for approximately 21 million EUR.
may
- Belgium:
- Signature of an agreement relating to the acquisition of two nursing and care homes, one in Grimbergen (Flemish Bra- bant) and one in Mont-de-l’Enclus (Hai- naut) for a total value of approximately 24 million EUR. The transaction relating to the site located in Mont-de-l’Enclus was carried out through the contribution in kind of the company owning the site.
- Signature of three private agreements relating to the divestment of three office buildings (Brus- sels decentralised area) for approximately 52 million EUR.
- The Netherlands: Provisional acceptance of a healthcare site in Rotterdam (South Holland).
- Spain:
- Acquisition of a plot of land in Cordoba (Andalusia) where a nursing and care home will be built for approximately 15 million EUR (plot of land + works).
- Pro- visional acceptance of a nursing and care home in Lérida (Catalonia).
- Finland: Provisional acceptance of a nursing and care home in Turku.
- Financing:
- New sustainability-linked syndicated credit line for 315 million EUR.
- New 30 million EUR bilateral credit line with a term of 8 years.
- Issuance of 17 million EUR commercial paper with a term of 7 years.
june
- France: Provisional acceptance of an aftercare and rehabilitation clinic (SSR) in Revin (Ardennes).
- Germany: Signature of agreements relating to the acquisition, under certain conditions, of two healthcare sites, one in Wadersloh (North Rhine-Westphalia) and one in Bad Schwartau (Schleswig-Holstein) for approximately 23 million EUR. Conditions were lifted in September 2022.
- Spain: Acquisition of a plot of land in Murcia (Murcia) where a nursing and care home will be built for approximately 14 million EUR (plot of land + works).
- Financing:
- Optional dividend in shares : 42.3 % of the 2021 dividend coupons paid in new shares issued for a total amount of nearly 56.4 million EUR.
- Early refinancing of a 50 million EUR credit line (now sustain- ability linked) maturing in August 2022, bringing its maturity to 2027.
X Nursing and care home - Wadersloh (DE)
X Nursing and care home Villa Batavia - Grimbergen (BE)
X Nursing and care home - Sipoo (FI)
31 I MANAGEMENT REPORT I TRANSACTIONS & ACHIEVEMENTS I
Q3
july
- The Netherlands: Acquisition of 100 % of the shares of the company owning a medical office build- ing in Vlaardingen (South Holland) for approximately 5 million EUR.
- Spain:
- Signature of an agreement relating to the construction of a nursing and care home on a plot of land previously acquired in Tomares (Andalusia) for approximately 13 million EUR (plot of land + works).
- Acqui- sition of 100 % of the shares of the com- pany developing a nursing and care home in Legazpi (Madrid) for approximately 12 million EUR. Provisional acceptance of the nursing and care home took place in October 2022.
- Italy: Investment in two nursing and care homes in Novara and Beinasco (Piedmont) for approximately 22 million EUR.
- Financing: Refinancing of a 62 million EUR credit line (now sustainability linked) maturing in July 2022, brining its maturity to 2029.
august
- Belgium: Provisional acceptance of the extension of a healthcare complex in Leuven (Flemish Brabant).
- Germany: Signature of an agreement relating to the acquisition, under certain conditions, of a nursing and care home in Jülich (North Rhine-Westphalia) for approximately 18 million EUR. Conditions were lifted in September 2022.
september
- Belgium: Divestment of the Colonel Bourg 122 and Omega Court office buildings (Brussels decentralised area) for more than 4 million EUR and approximately 28 million EUR, respectively.
- Germany: Provisional acceptance and entry into scope of an eco-friendly care campus in Jülich (North Rhine-Westphalia).
- Spain:
- Provisional acceptance of the redesign project of a nursing and care home in Puerto de Santa María (Andalusia).
- Con- struction of two nursing and care homes, one in Ourense (Galicia) and one in Santa Cruz de Tenerife (Canary Islands) for approximately 23 million EUR.
- Finland: Provisional acceptance of two nursing and care homes, one in Ylöjärvi and one in Rovaniemi.
- Financing: New 14 million EUR bilateral credit line with a term of 9 years.
X Nursing and care home - Jülich (DE)
X Nursing and care home - Novara (IT)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 32
Q4
october
- Belgium: Signature of a private agreement relat- ing to the future acquisition of the Loi/ Wet 89 office building (Brussels’ CBD) for approximately 7 million EUR.
- The Netherlands: Acquisition of a nursing and care home in Twello (Gelderland) for approximately 11 million EUR.
- Germany: Signature of agreements relating to the acquisition, under certain conditions, of four nursing and care homes : one in Nienburg (Lower Saxony), one in Bad Dürrheim and Pforzheim (Baden-Württem- berg) and one in Lindenfels (Hessen) for approximately 61 million EUR. For the site in Nienburg, conditions were lifted in the third quarter of 2022. For the three other sites, conditions were lifted in the fourth quarter of 2022.
- Finland: Provisional acceptance of a nursing and care home in Turku.
- Financing:
- New 45 million EUR bilateral credit line with a term of 5 years.
- New 40 million EUR sus- tainability-linked bilateral credit line with a term of 7 years.
november
- Spain:
- Construction of a nursing and care home on a plot of land previously acquired in Maracena (Andalusia) for approximately 12 million EUR (plot of land + works).
- Provi- sional acceptance of a nursing and care home in Catsellón (Valencia).
- Financing: Extension of a 25 million EUR credit line for one additional year, brining its maturity to 2023.
december
- Belgium:
- Acquisition of a nursing and care home in Liège/Luik (Liège/Luik) through contribution in kind of the building for approximately 34 million EUR.
- Disposal of three office buildings for 43 million EUR.
- Disposal of a land reserve for approximately 5 million EUR.
- Conditions precedent for the site in Grimbergen were lifted. The transaction was carried out through the contribution in kind of the shares of the company owning the site.
- France: Disposal of three healthcare buildings (Bouches-du-Rhône, Gers, Val d’Oise) for approximately 8 million EUR. Disposal of several MAAF insurance agencies for approximately 12 million EUR.
- Spain: Acquisition of a nursing and care home in Vallecas (Madrid) for approximately 10 million EUR.
- Finland: Acquisition of the company that will develop an extension to an operational nursing and care home in Rovaniemi for approximately 9 million EUR (works included).
- Financing:
- Extension of a 50 million EUR credit line for one additional year, bringing its maturity to 2027.
- Early refinancing of a 40 million EUR credit line maturing in February 2023, bringing its maturity to 2028.# COFINIMMO UNIVERSAL REGISTRATION DOCUMENT 2022
MANAGEMENT REPORT
TRANSACTIONS & ACHIEVEMENTS
caring, living, working -Together in Real Estate-
X Nursing and care home - Maracena (ES)
X Nursing and care home - Twello (NL)
33
I MANAGEMENT REPORT I TRANSACTIONS & ACHIEVEMENTS I caring, living, working -Together in Real Estate- I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 34
70 % caring
To be a leading European healthcare REIT with a top quality portfolio, also participating in innovative real estate concepts addressing healthcare challenges
8 % living
An opportunity-seeking approach with long-term income
22 % working
Creating value through capital recycling, upgrading and rebalancing portfolio towards Brussels’ Central Business District (‘CBD’)
A portfolio exceeding 6.2 billion EUR managed from Brussels, Paris, Breda, Frankfurt and Madrid.
Breakdown of the consolidated portfolio
35
I MANAGEMENT REPORT I CARING, LIVING, WORKING - TOGETHER IN REAL ESTATE I caring I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 36
caring
To be a leading European healthcare REIT with a top quality portfolio, also participating in innovative real estate concepts addressing healthcare challenges
Nursing and care home Sauvegarde - Puurs-Sint-Amands (BE)
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I MANAGEMENT REPORT I CARING I Healthcare real estate I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 38
Healthcare real estate
- 70 % of the consolidated portfolio
- 99.9 % Occupancy rate
- > 28,500 Number of beds
- 300 Number of assets
- 5.4 % Gross rental yield
- 547 million EUR invested in 2022
- 150 kWh/m² Energy intensity of the segment
- 4.4 billion EUR Fair value of the portfolio
- > 1,700,000 m² Surface area
- 13 Buildings with BREEAM certification
- 15 years Weighted average residual lease length
13 Buildings with BREEAM certification
Cofinimmo is a leading investor in healthcare real estate in Europe with a portfolio spread over nine countries and consisting of 300 assets that cover the full spectrum of care, from primary to acute care and skilled nursing facilities. The group intends to further strengthen this position in the coming years.
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I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE I Segment characteristics I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 40
Breakdown of the healthcare portfolio by country (at fair value - in %)
- 39 % Belgium
- 11 % France
- 11 % The Netherlands
- 19 % Germany
- 19 % Others*
* ES 8 % - FI 3 % - IE 2 % - IT 5 % - UK 1 %
X Nursing and care home - Weil am Rhein (DE)
Segment characteristics
1 The healthcare real estate segment is characterised by strong growth potential, a favourable regulatory environment and long-term leases with specialised operators. However, it should be noted that the nine countries in which the company is active are at different stages of development. Over the past years, the Belgian and French markets have seen the growth of large operator groups with an international pres - ence. In the Netherlands and Germany, operators are usually smaller and usually focus on well-defined local geographical areas. This being said, in recent years we noted an acceleration in the concentration of operators in Germany. In Spain, the seg - ment 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 healthcare 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. In Italy, the nursing home bed capacity is one of the lowest in Europe. The private sector repre- sents 20 % of the beds, and is expected to grow significantly over the coming years. 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 first in Belgium and France, and, a few years after, in other European countries, like Germany and the United Kingdom. More recently, the same phenomenon was observed in Spain, Italy, the Netherlands and Ireland, resulting in a compression of initial real estate yields in recent years.
Strong growth potential
Demographic trends and changes in lifestyles : an ageing population and a growing need for specialised care facilities
Population ageing is a growing evolution in most European countries. The proportion of people aged 80 and over in Europe should reach 11 % of the total population by 2050. Although the number of independent seniors within this category is increas- ing, population ageing will nevertheless be accompanied by a considerable increase in the number of dependent elderly. Consequently, this situation will lead to a greater need for beds in specialised healthcare facilities. It is estimated that in Belgium approximately 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 beds¹ respectively by 2030-2035. In Spain, the number of people aged 65 and over will increase 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 approximately 85,000 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, i.e. 2 years above the EU average). More than 23 % of Italy’s 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 increase its current volume, which should rep- resent approximately 300,000 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 coun- tries by 2040. To reach a capacity comparable to that of most other West European countries, the bed capacity should grow by roughly one third of the current capacity, which amounts to approximately 15,000 beds. In the United Kingdom, population over 85 is set to increase by 25 % by 2030. The country would require an additional 200,000 beds in nursing and care homes by 2050 to reach a capacity comparable to that of most other West European countries.
¹ Sources : Cushman & Wakefield, Degroof Petercam, Eurostat, ONS, Knight Frank, ABN Amro, Real Capital Analytics, CBRE.
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 13 %, depending on the country. In a 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 oper- ators. 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 Finland, private service providers account for more than a quarter of the market. 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 two French oper - ators Korian and Medica, followed by acquisitions in other coun- tries, which resulted in a group operating today over 91,000 beds spread over 1,100 sites in seven countries. Or also, the acquisi- tion 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 41# HEALTHCARE REAL ESTATE
These clusters are regularly financed by the sale of real estate thus creating an appetite for healthcare real estate.
Situation of some healthcare operators
The first comments on the investigations and inspections towards some healthcare operators are presented on page 35 of the 2021 universal registration document, published on 08.04.2022. In France, the investigations carried out in some nursing and care homes of Oprea, a French operator active in the care of elderly people led to the publication, in the spring of 2022, of several detailed reports, both by the competent authorities and the operator in question. Since the summer of 2022, corrective actions relating to the company’s operations and strong governance decisions – such as the appointment of an almost completely overhauled executive committee and new directors – have been implemented. The opening of an amicable conciliation procedure 1 resulted on 01.02.2023 in an agreement in principle – confirmed on 14.02.2023 by the signature of a lock-up agreement – on the restructuring of Orpea’s financial debt, the obtaining of new financial resources and the adjustment of its covenants, within a stable and legally secure framework 1 . This agreement, which has yet to be validated by the Commercial Court of Nanterre, provides for the French State, through the ‘Caisse des dépôts et consignations’ (CDC), to acquire a majority stake in Orpea and for the conversion of part of its debts into capital. Orpea – which published on 13.02.2023 a 1. See Orpea press releases of 26.10.2022, 15.11.2022, 01.02.2023, 13.02.2023, and of 14.02.2023. revenue of 4.68 billion EUR for 2022, up 8.9 % – should therefore continue to implement its new strategy entitled ‘Orpea changes with you and for you’ 1 for the benefit of its employees, residents and their families. Cofinimmo has acknowledged the existence of a ‘Plan for the future of 90 million euro’ announced by Orpea Belgium following its extraordinary works council of 16.02.2023 (see press release of Orpea Belgium on 16.02.2023), during which the operator has announced the regrouping of ten of its nursing and care homes in Flanders and Brussels. According to initial articles in the local press, only two of the ten homes concerned would be part of the Cofinimmo portfolio. Cofinimmo points out that the existing long-term contracts remain in force. As a reminder, Orpea represents 6.1 % of Cofinimmo’s rental income at 31.12.2022 (Belgium 2.5 %, France 1.5 %). In Germany, Cofinimmo was informed in January 2023 that two private nursing and care home operators, Curata and Con - vivo, had filed for insolvency. Cofinimmo’s exposure to these two operators, as owner, is very limited (respectively less than 0.2 % of the contractual rents for Convivo and less than 1 % of the contractual rents for Curata). Cofinimmo considers that these announcements are, among other things, the consequence of the ‘post-Covid’ context for the operators concerned due to a situation which is specific to them. In the meantime, the operation of the sites continues. Cofinimmo is closely monitoring the situation and is in constructive talks with these companies to contribute, on its own scale, to a solution and, if necessary, to find other operators to take over the operation of the sites, in the interest of all residents and their families.
Regulatory environment
Healthcare financing is highly regulated given that the public sector is involved. This is particularly the case for the nursing and care homes. In Belgium and France for example, opening or expanding a nursing and care home requires prior authorisation to operate a given number of beds. This authorisation is issued by the public authorities. As they finance up to 50 % of housing and care costs, the number of authorisations granted per geographical area is limited in function of the needs of each area. As the main operators of healthcare real estate sites are front-line players in the fight against the pandemic, the majority of them have benefited from government aid. Various compensation schemes have thus been set up for the residential care sector in order to compensate for loss of income linked to residents (generally as a percentage of the actual tariff, a lump sum or the social rate) and social security. In some countries, an additional aid has also been provided to the sector players to compensate for exceptional costs related to the health crisis. Each country has thus developed its own compensation scheme. These schemes were usually reduced or stopped in 2022.
Breakdown of the consolidated portfolio by building age (as at 31.12.2022 - at fair value)
| Age Category | Percentage |
|---|---|
| 0-5 years | 25.9 % |
| 6-10 years | 28.5 % |
| 11-15 years | 25.2 % |
| > 15 years | 20.4 % |
Strategy implementation
Asset acquisitions
In due diligence reviews, in addition to the usual aspects of technical quality, legality and environmental compliance, each healthcare property studied by the group is also subject to a rating related to its use as a healthcare asset. This rating is based on various factors:
- catchment area: integration of the asset into its environment and its role in the healthcare delivery chain;
- intrinsic qualities: size of rooms and other areas, terrace or garden, light, functionality for residents/patients and medical staff, etc.;
- energy performance: technical equipment, insulation, etc.;
- operator-tenant: experience level, care quality reputation, financial solidity, growth ambitions, etc.;
- location: vehicle access, public transport, level of local taxes, etc.;
- environment: presence of shops, pleasant view, standard of living, similar care offerings nearby, future demographics, etc.
(Re)development projects
Cofinimmo’s real estate expertise and integrated approach enables the company to support the growth of healthcare operators. The services offered 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 remains abreast of the latest developments in healthcare real estate. (Re)development activity enables Cofinimmo to carry out otherwise inaccessible projects, retain operator-tenants, ensure that appropriate levels of asset quality are maintains, and create overall value.
ESG
Cofinimmo intends to fully carry out its social and environmental responsibilities. When acquiring an asset, Cofinimmo 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. A risk analysis is conducted within the framework of each acquisition case file. 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. In this context, BREEAM certifications ensure a very high level of sustainability. Examples include the nursing and care home in Lerida (Spain), a development project delivered in May 2022, which is the third site in this segment to achieve BREEAM Excellent in the portfolio. In terms of standing assets, two BREEAM In-Use Very Good certificates were obtained in Germany. 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. Energy performance certification is completed systematically in order to objectively measure the portfolio evolution. Cofinimmo’s influence in terms of sustainability in the day-to-day management of healthcare assets is rather indirect. Here, the majority of the assets 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 automatically 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 42
Healthcare system
- Supra-Regional
- Regional
- Local community
- Regulators
- Govt.# HEALTHCARE REAL ESTATE
Committed investment programme in healthcare real estate
| Project Type (of works) | Number of beds | Surface area (in m 2 ) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2022 | Total investments in 2023 | Total investments after 2023 (after works) |
|---|---|---|---|---|---|---|---|
| ONGOING DEVELOPMENT PROJECTS | |||||||
| Belgium | |||||||
| Genappe | 112 | 6,000 | Q4 2024 | 19 | 13 | 1 | 5 |
| Juprelle | 119 | 7,000 | Q3 2023 | 19 | 11 | 7 | 0 |
| Oudenburg | 68 | 4,500 | Q3 2023 | 11 | 7 | 4 | 0 |
| Marche-en- Famenne | 120 | 7,600 | Q4 2024 | 8 | 3 | 4 | 1 |
| Grimbergen 1 | 82 | 5,600 | Q1 2023 | 19 | 18 | 1 | 0 |
| France | |||||||
| Villers-sur-Mer | 84 | 4,800 | Q1 2023 | 14 | 11 | 3 | 0 |
| Fontainebleau | 100 | 6,500 | Q4 2023 | 17 | 11 | 6 | 0 |
| The Netherlands | |||||||
| Hilversum | 7,000 | Q1 2023 | 30 | 29 | 1 | 0 | |
| Hoogerheide | 138 | 7,400 | Q1 2024 | 26 | 15 | 12 | 0 |
| Spain | |||||||
| Tarragona (Catalonia) | 172 | 6,800 | Q1 2023 | 15 | 15 | 0 | 0 |
| Palma de Mallorca (Balearic Islands) | 157 | 7,000 | Q1 2025 | 16 | 9 | 5 | 2 |
| Alicante (Valencia) | 150 | 7,300 | Q2 2024 | 14 | 9 | 5 | 1 |
| Oviedo (Asturias) | 144 | 6,500 | Q3 2024 | 12 | 5 | 6 | 1 |
| Elche (Valencia) | 150 | 6,000 | Q1 2024 | 8 | 4 | 4 | 1 |
| Castellón de la Plana (Valencia) | 136 | 5,900 | Q3 2024 | 12 | 5 | 7 | 1 |
| Córdoba (Andalusia) | 162 | 7,300 | Q4 2024 | 15 | 5 | 7 | 3 |
| Murcia (Murcia) | 150 | 6,700 | Q2 2024 | 14 | 10 | 3 | 1 |
| Tomares (Andalusia) | 180 | 8,400 | Q3 2024 | 13 | 3 | 9 | 1 |
| Ourense (Galicia) | 116 | 5,200 | Q3 2024 | 23 | 6 | 7 | 10 |
| Santa Cruz de Tenerife (Canary Islands) | 124 | 5,700 | Q2 2025 | ||||
| Maracena (Andalusia) | 180 | 9,100 | Q4 2024 | 12 | 3 | 6 | 3 |
| Finland | |||||||
| Helsinki | 83 | 3,900 | Q2 2023 | 19 | 17 | 2 | 0 |
| Kuopio 1 | 75 | 4,200 | Q2 2023 | 17 | 15 | 2 | 0 |
| Raisio | 98 | 5,000 | Q3 2023 | 15 | 9 | 6 | 0 |
| Rovaniemi | 56 | 3,500 | Q2 2024 | 9 | 0 | 6 | 3 |
| SUB-TOTAL INVESTMENT PROPERTIES | 379 | 232 | 115 | 33 | |||
| Germany | |||||||
| North Rhine- Westphalia | 1,100 | 95,000 | 2023-2024 | 272 | 22 | 71 | 179 |
| Spain | |||||||
| Vicálvaro (Madrid) | 132 | 5,500 | Q1 2024 | 11 | 3 | 5 | 3 |
| Jaén (Andalusia) | 160 | 6,700 | Q1 2024 | 10 | 6 | 5 | 0 |
| TOTAL INVESTMENT PROPERTIES, NON-CURRENT FINANCIAL ASSETS, FINANCE LEASE RECEIVABLES AND ASSOCIATES | 672 | 263 | 195 | 215 |
1. Project delivered after 31.12.2022.
2. Corresponding to 90 beds and 10 day-care units.
| Project Type (of works) | Number of beds | Surface area (in m 2 ) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2022 | Total investments in 2023 | Total investments after 2023 (after works) |
|---|---|---|---|---|---|---|---|
| ONGOING DEVELOPMENT PROJECTS | |||||||
| Finland | |||||||
| Helsinki | 83 | 3,900 | Q2 2023 | 19 | 17 | 2 | 0 |
| Kuopio 1 | 75 | 4,200 | Q2 2023 | 17 | 15 | 2 | 0 |
| Raisio | 98 | 5,000 | Q3 2023 | 15 | 9 | 6 | 0 |
| Rovaniemi | 56 | 3,500 | Q2 2024 | 9 | 0 | 6 | 3 |
| SUB-TOTAL INVESTMENT PROPERTIES | 379 | 232 | 115 | 33 | |||
| Germany | |||||||
| North Rhine- Westphalia | 1,100 | 95,000 | 2023-2024 | 272 | 22 | 71 | 179 |
| Spain | |||||||
| Vicálvaro (Madrid) | 132 | 5,500 | Q1 2024 | 11 | 3 | 5 | 3 |
| Jaén (Andalusia) | 160 | 6,700 | Q1 2024 | 10 | 6 | 5 | 0 |
| TOTAL INVESTMENT PROPERTIES, NON-CURRENT FINANCIAL ASSETS, FINANCE LEASE RECEIVABLES AND ASSOCIATES | 672 | 263 | 195 | 215 |
1. First part of the project delivered after 31.12.2022.
Asset arbitrage
For several years now, Cofinimmo has followed a selective asset arbitrage policy for its most mature markets, such as Belgium and France. The policy consists of selling non-strategic assets and reinvesting the funds in other assets which better match the group’s priorities. This enables the company to take advantage of certain investors’ growing appetite for this type of asset, while optimising the composition of its portfolio. The main criteria used to make a sale decision include the asset size, age, location, operations, and residual lease length.
Diversification
Cofinimmo actively seeks to diversify its portfolio, which takes 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 more than 70 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 diversification ensures that the group does not overly dependent on any given financing or social security system.
Follow-up of the financial performance of acquired sites
Cofinimmo receives financial data reports from its operators for each site periodically. This enables Cofinimmo to assess the financial sustainability of each operation and, including 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 the ranking of each operation compared to similar sites, and provides an evaluation of the risk associated with acquiring new units.

- (ES 21 - FI 16 - IE 13 - IT 8 - UK 34)
Breakdown of the consolidated portfolio by operator-tenant (as at 31.12.2022 - in contractual rents of 232 million EUR - in %)
| Operator-Tenant | Share (%) |
|---|---|
| Others | 50.4 % |
| Korian | 22.3 % |
| Colisée | 12.6 % |
| Orpea | 8.8 % |
| DomusVI | 5.9 % |
547 million EUR committed investments in Europe in 2022

A vast and qualitative European portfolio
France
- 11 % of the portfolio
- 233,000 m² Surface area
- 99.5 % Occupancy rate
- 51 Assets
Belgium
- 39 % of the portfolio
- 608,000 m² Surface area
- 100 % Occupancy rate
- 90 Assets
Germany
- 19 % of the portfolio
- 376,000 m² Surface area
- 100 % Occupancy rate
- 56 assets
The Netherlands
- 11 % of the portfolio
- 193,000 m² Surface area
- 99.4 % Occupancy rate
- 49 assets
Spain
- 8 % of the portfolio
- 149,000 m² Surface area
- 100 % Occupancy rate
- 24 assets
Finland
- 3 % of the portfolio
- 23,000 m² Surface area
- 100 % Occupancy rate
- 12 assets
United Kingdom
- 1 % of the portfolio
- 9,400 m² Surface area
- 100 % Occupancy rate
- 3 assets
Italy
- 5 % of the portfolio
- 76,000 m² Surface area
- 100 % Occupancy rate
- 8 assets
Ireland
- 2 % of the portfolio
- 39,000 m² Surface area
- 100 % Occupancy rate
- 7 assets
In Belgium, Cofinimmo holds investments properties in healthcare real estate for a fair value of 1.7 billion EUR, 20 million EUR in participations in associates and 16 million EUR in finance lease.
- 89 million EUR investments in 2022
- 5 ongoing development projects
- 90 sites in operation
- 11,000 beds
Achievements in 2022
| 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) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| Grimbergen | Construction of nursing and care home | 2023 | ± 5,600 m² | 82 beds | Orelia Zorg | Triple net | 27 | ± 24 |
| Mont-de-l’Enclus | Nursing and care home | 2010 | ± 6,000 m² | 70 beds | ||||
| Rocourt | Nursing and care home | 2022 | ± 10,000 m² | 159 beds | Care-Ion | Triple net | 27 | ± 34 |
| PROVISIONAL ACCEPTANCE | ||||||||
| Louvain/Leuven | Extension of a care complex | 2022 | ± 6,500 m² | 90 beds | vzw Home Vogelzang | Triple net | 27 | ± 16 |
| Marche-en- Famenne | Nursing and care home | Ongoing | ± 7,600 m² | 120 beds | Armonea | Double net | 20 | ± 8 |
1, 2, 3, 4, 5

In 2022, Cofinimmo acquired a new nursing and care home in Rocourt (province of Liège/Luik). Located in an area that is easily accessible by public transport and by car, it primarily hosts the residents of two facilities in the region, closed for renovation, which are not part of Cofinimmo’s portfolio. The building, which offers 159 beds spread over a total surface area of approximately 10,000 m², has a good energy performance. It is equipped with a gas heating system and air/water heat pumps, which supply the cooling system, a ‘type D’ ventilation system throughout the building, and photovoltaic panels. The installation of charging stations for electric vehicles is also considered.


In France, Cofinimmo holds investment properties in healthcare real estate for a fair value of 487 million EUR, finance lease receivables for 21 million EUR and 49 million EUR in participations in associates.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 52
HEALTHCARE REAL ESTATE
France
42 million EUR investments in 2022
2 ongoing development projects
51 sites in operation
4,300 beds
Achievements in 2022
| 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) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 Le Havre | Nursing and care home | 2010 | ± 6,300 m² | 104* beds | DomusVi | Double net | 12 | ± 27 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 2 Revin | Aftercare and rehabilitation clinic | 2022 | ± 5,600 m² | 91** beds | Orpea | Double net | 12 | ± 17 |
| DISPOSALS | ||||||||
| 3 Bezons | 3 nursing and care homes | 1956-1999 | ± 8,000 m² | ± 200 beds | ||||
| 4 Salette | ||||||||
| 5 Simorre | ||||||||
| 6 Montcontour | Nursing and care home | 1991 | ± 1,300 m² | 40 beds |
* Of which 45 are dedicated to people suffering from Alzheimer’s disease, 7 places for short-term to medium-term placement as well as 15 day-care places.
** 81 beds + 10 day-care places.
Nursing and care home – Le Havre
In 2022, Cofinimmo acquired a nursing and care home in Le Havre (Seine-Mari- time). Built in 2010, the site is currently in operation. Located in a densely populated urban area, which counts several residen- tial disctricts, the site is easily accessible thanks to extensive road and public trans- port connections. In total, it offers 104 beds for long-term placement, of which 45 are dedicated to people suffering from Alz- heimer’s disease, 7 places for short-term 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. The site also benefits from the proximity of the private hospital L’Estuaire.
X Aftercare and rehabilitation clinic - Revin (FR)
X Nursing and care home Les Jardins d’Elodie - Le Havre (FR)
I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE I
The Netherlands
Cofinimmo holds a healthcare real estate portfolio for a fair value of 481 million EUR.
55 million EUR investments in 2022
2 ongoing development projects
49 sites in operation
1,500 beds
Achievements in 2022
| 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) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 Velp (Gelderland) | Nursing and care site | 2015 | ± 2,600 m² | 62 beds + office building | Stichting Siza | Double net | 15 | ± 8 |
| 2 Hoogerheide (North Brabant) | Construction of a nursing and care home | Ongoing | ± 7,400 m² | 138 beds | Stichting tante Louise | Double net | 20 | ± 26 |
| 3 Twello (Gelderland) | Nursing and care home | 2016 | ± 2,500 m² | 24 care studios | Martha Flora | Double net | 20 | ± 11 |
| 4 Vlaardingen (South-Holland) | Medical office building | 2019 | ± 1,300 m² | n/a | n/a | Double net | > 13 | ± 5 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 5 Rotterdam (South-Holland) | Renovation and extension of a healthcare complex | 2022 | ± 9,500 m² | 136* beds | Fundis | Double net | 25 | ± 23 |
* 28 places in rehabilitation, 60 places in geriatric rehabilitation and 48 places for long-term care.
Nursing and care home - Hoogerheide
In 2022, Cofinimmo acquired a plot of land in Hoogerheide (North Brabant) where a nursing and care home is currently under construction within the framework of a turnkey project. It will be located near shops, green and residential areas and will be easily accessible by public transport, as well as by bicycle and car. The new nursing and care home will have an underground parking lot with 97 parking spaces for cars and a bicycle shed for 35 bicycles, all equipped with charging stations for electric bicycles. It will also include day-care facilities. Thanks to its 138 beds spread over a total surface area of approximately 7,400 m², it will partially compensate for the shortage of care capacity in the region. An A-level energy performance is aimed for this site.
X Care campus - Rotterdam (NL)
X Vue de la future maison de repos et de soins - Hoogerheide (NL)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 54
Germany
Cofinimmo holds a healthcare real estate portfolio for a fair value of 845 million EUR and 22 million EUR in associates (investments and receivables).
189 million EUR investments in 2022
8 ongoing development projects
56 sites in operation
5,800 beds
Achievements in 2022
| 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) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 Jülich (North Rhine- Westphalia) | Nursing and care home | 2006 | ± 5,900 m² | 80 beds | Schönes Leben Gruppe | Dach und Fach | 25 | ± 18 |
| 2 Wadersloh (North Rhine- Westphalia) | 2 healthcare sites | 2013-2015 | ± 5,000 m² | 88 beds | Korian | Dach und Fach | 15 | ± 23 |
| 3 Bad Schwartau (Schleswig-Holstein) | 1987 | ± 9,700 m² | 55 beds + 95 assisted- living units | |||||
| 4 Nienburg (Lower Saxony) | 4 nursing and care homes | 1999 | ± 4,700 m² | 95 units | Novent | Dach und Fach | ± 14 | ± 61 |
| 5 Bad Dürrheim (Bade- Wurtemberg) | 1992 | ± 11,600 m² | 122 units | Korian | ||||
| 6 Pforzheim (Bade- Wurtemberg) | 2006 | ± 8,600 m² | 165 units | Korian | ||||
| 7 Lindenfels (Hesse) | 2008 | ± 6,500 m² | 165 units | InCura | ||||
| 8 Essenheim, Bruchmühl bach- Miesau (Rhineland- Palatinate) | 3 nursing and care homes | 2007-2010 -2014 | ± 14,000 m² | 302 beds | Alloheim Group/Orpea | Dach und Fach | ± 16 | ± 39 |
| 9 Leipzig (Saxony) | Nursing and care home | 2022 | ± 7,200 m² | 132 beds | Azurit Group | Dach und Fach | 25 | ± 19 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 10 Jülich (North Rhine- Westphalia) | Care campus | 2022 | ± 8,600 m² | 80 beds + 37 assisted- living units | Schönes Leben Gruppe | Dach und Fach | 25 | 272* |
* Part of a portfolio of 9 assets whose remaining total budget amounts to 272 million EUR.
Nursing and care home - Wadersloh
In 2022, Cofinimmo acquired a nurs- ing and care home in Wadersloh (North Rhine-Westphalia). The site is easily accessible thanks to the proximity of public transport. It has a surface area of approximately 5,000 m², offering short- term or permanent care to 88 residents. It consists of three interconnected sec- tions, two of which are specially adapted to the needs of people with dementia. The facility has been fully refurbished between 2013 and 2015.
X Nursing and care home - Leipzig (DE)
X Nursing and care home - Wadersloh (DE)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 56
Spain
Cofinimmo entered Spain in September 2019, where it already holds a healthcare real estate portfolio for a fair value of 336 million EUR in investment properties, to which were added 44 million EUR of finance lease receivables and 12 million EUR of prepayments in non-current financial assets.
81 million EUR investments in 2022
14 ongoing development projects
24 sites in operation
3,700 beds
Achievements in 2022
| 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) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 Oviedo (Asturias) | Construction of a nursing and care home | Ongoing | ± 6,500 m² | 144 beds | Amavir | Double net | 25 | ± 12 |
| 2 Elche (Valencia) | Construction of a nursing and care home | Ongoing | ± 6,000 m² | 150 beds | Grupo Casaverde | Triple net | 25 | ± 8 |
| 3 Castellón de la Plana (Valencia) | Construction of a nursing and care home | Ongoing | ± 5,900 m² | 136 beds | Solimar (Vivalto) | Triple net | 25 | ± 12 |
| 4 Córdoba (Andalusia) | Construction of a nursing and care home | Ongoing | ± 7,300 m² | 162 beds | Amavir | Double net | 25 | ± 15 |
| 5 Murcia (Murcia) | Construction of a nursing and care home | Ongoing | ± 6,700 m² | 150 beds | Clece Vitam | Double net | 25 | ± 14 |
| 6 Tomares (Andalusia) | Construction of a nursing and care home | Ongoing | ± 8,400 m² | 180 beds | Grupo Reifs | Triple net | 30 | ± 13 |
| 7 Ourense (Galicia) | Construction of 2 nursing and care home | Ongoing | ± 5,200 m² + ± 5,700 m² | 116 + 124 beds | DomusVi | Double net | 20 | ± 23 |
| 8 Tenerife (Canary Islands) | ||||||||
| 8 Maracena (Andalusia) | Construction of a nursing and care home | Ongoing | ± 9,100 m² | 180 beds | Grupo Reifs | Triple net | 30 | ± 12 |
| 9 Vallecas (Madrid) | Nursing and care home | 2022 | ± 5,800 m² | 138 beds | Amavir | Double net | 25 | ± 10 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 10 Cartagena (Murcia) | Nursing and care home | 2022 | ± 7,500 m² | 180 beds | Clece Vitam | Double net | 25 | ± 13 |
| 11 Legazpi (Madrid) | Nursing and care home | 2022 | ± 4,300 m² | 113 beds | Emera | Triple net | 12 | ± 12 |
| 12 El Puerto de Santa María (Andalusia) | Nursing and care home | 2022 | ± 9,800 m² | 180 beds | Avita | Triple net | 20 | ± 10 |
| 13 Castellón (Valencia) | Nursing and care home | 2022 | ± 4,100 m² | 103 beds | Clece Vitam | Double net | 25 | ± 9 |
| 14 Lérida (Catalonia) | Nursing and care home | 2022 | ± 6,000 m² | 150 beds | Clece Vitam | Double net | 25 | ± 14 |
| 15 Sarriguren (Navarra) | Nursing and care home | 2022 | ± 8,500 m² | 167 beds | Amavir | Double net | 25 | ± 13 |
Acquisition of land reserves
In 2022, Cofinimmo also acquired land reserves in Dos Hermanas (Andalusia).
Nursing and care home - Legazpi
In 2022, Cofinimmo acquired a nursing and care home currently under con- struction in Legazpi (Madrid). The build- ing, which has a total surface area of approximately 4,300 m² and offers 113 beds, was delivered in the fourth quar- ter of 2022. The site is easily accessible thanks to several road connections as well as the proximity of several bus stops. The patio also offers a lovely garden for the residents. The building has a good energy performance. Photovol - taic panels as well as thermal solar panels have been installed to produce electricity and warm water, which helped improve the energy intensity of the building and provided it with an A-level energy performance.
X Nursing and care home - Legazpi (Madrid - ES)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 58
Finland
Nursing and care home - Riasio
In 2022, Cofinimmo acquired the company that is currently devel- oping a nursing and care home in Raisio (Turku).# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 60
Ireland
Cofinimmo entered Ireland in January 2021, where it already holds a healthcare real estate portfolio for a fair value of 93 million EUR.
X Nursing and care home - Louth (IE)
7 sites in operation
500 beds
Italy
Nursing and care home - Novara
In 2022, Cofinimmo acquired a nursing and care home in Novara (Piedmont). The new site, which offers 120 beds spread over a total surface area of approximately 6,600 m², is operational since April 2022 and improves the care ratio in the region, delivering high-quality care. It was developed with maximum respect for safety, environment and energy efficiency (classified with the higher A4-level of energy performance).
23 millions EUR investments in 2022
8 sites in operation
1,300 beds
Cofinimmo entered Italy in May 2021, where it already holds a healthcare real estate portfolio for a fair value of 217 million EUR.
Achievements in 2022
| 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 Navara (Piedmont) | 2 nursing and care homes | 2021 | ± 6,600 m² | 120 beds | Colisée | Double net | 12 | ± 22 |
| 2 Beinasco (Piedmont) | ± 4,400 m² | 90 beds |
X Nursing and care home - Novara (IT)
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 62
United Kingdom
3 sites in operation
200 beds
Cofinimmo entered the United Kingdom in July 2021, where it already holds a healthcare real estate portfolio for a fair value of 65 million EUR.
X Nursing and care home - Welwyn Garden City (UK)
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 64
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 64
X Régis Versavel Corporate Communication Officer
X Brasserie Fou d’O - Ghent (BE)
living
An opportunity-seeking approach with long-term income
MANAGEMENT REPORT I PROPERTY OF DISTRIBUTION NETWORS I 65
Property of distribution networks
8 % of the consolidated portfolio
100 % Occupancy rate
56 million EUR Divestments
13 years Weighted average residual lease length
0.5 billion EUR Fair value of the portfolio
939 number of assets, of which 867 pubs and restaurants
71 insurance agencies
1 PPP booked as operating lease
6.9 % Gross rental yield
6 Assets in operation in the PPP portfolio, booked as finance leases
1 PPP building with BREEAM certification
330,000 m² Surface area
135 kWh/m² Energy intensity of the segment
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 66
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 2022, Cofinimmo invested 5 million EUR and disposed for 56 million EUR ¹. In addition to these two sub-segments, Cofinimmo also invests in special-use buildings in Belgium through public-private partnerships (PPPs). The company 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.
- 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.
Breakdown of property of distribution networks by country (at fair value - in %)
61 % Pubstone - Belgium
29 % Pubstone - The Netherlands
4 % Cofinimur I - France
6 % Other - Belgium
X Brasserie Revue - Ghent (BE)
MANAGEMENT REPORT I PROPERTY OF DISTRIBUTION NETWORS I 67
Market characteristics
Pubstone and cofinimur I
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.
Public-private partnerships
Cofinimmo strives to meet the specific needs of public authorities and provides real estate and financial expertise for long-term partnerships, which are usually subject to public contracts. Cofinimmo is responsible for analysing the economic and technical life cycle of the project. This analysis identifies the best compromise between initial investment and future expenses, for both maintenance costs as well as for 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, to whom the group agrees to pay a flat fee upon delivery of the building. Nevertheless, the group supervises the quality and execution of the construction work. 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 the end of the lease, the public authority has the option to purchase the property or to transfer ownership 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 on the balance sheet for 85.2 million EUR as at 31.12.2022.
Assets in operation in the PPP portfolio as at 31.12.2022
| 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 67) |
| Nelson Mandela student housing - Brussels (Ixelles/Elsene) | 8,088 m² | Finance lease |
| Police station - HEKLA zone | 3,800 m² | Finance lease |
| Depage student housing - Brussels (Ixelles/Elsene) | 3,196 m² | Finance lease |
X Courthouse - Antwerp (BE)
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 68
Strategy implementation
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.
The site will be located in a residential area adjacent to the local school and sports facilities and will benefit from a bus stop just in front of the building. will have 56 intensive care rooms for elderly as well as 42 apartments dedicated to residents with light to moderate care needs. It will consist of two separate five-storey wings. The whole building has a total surface area of approximately 5,000 m² and offers 98 rooms. The combination of wood aluminium triple-glazing 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 will be aimed.
69 million EUR investments in 2022
4 ongoing development projects
12 sites in operation
430 beds
Cofinimmo entered Finland in November 2020, where it already holds a healthcare real estate portfolio for a fair value of 136 million EUR.
Achievements in 2022
| 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 Raisio | Construction of a nursing and care home | Ongoing | ± 5,000 m² | 56 beds + 42 apartments | IkiFit Oy | Double net | 15 | ± 15 |
| 2 Southern Finland | Healthcare real estate portfolio | from 2019 untill 2021 | > 5,000 m² | 97 beds + 66 daycare places | Familar, Medivida Hoiva, Sefiko, Kepakoti, Pilke Päiväkodit | Double net | > 14 | ± 21 |
| 3 Rovaniemi | Construction of an extension to a nursing and care home | Ongoing | ± 3,500 m² | 56 beds | Nonna Group Oy | Double net | 20 | ± 9 |
PROVISIONAL ACCEPTANCE
| 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) |
|---|---|---|---|---|---|---|---|---|
| 4 Vantaa | Nursing and care home | 2022 | ± 2,700 m² | 68 beds | Esperi Care Oy | Double net | 15 | ± 12 |
| 5 Turku | Nursing and care home | 2022 | ± 2,500 m² | 43 beds | Ikifit Oy | Double net | 15 | ± 7 |
| 6 Ylöjärvi | Nursing and care home | 2022 | ± 1,650 m² | 35 beds | IkiFit Oy | Double net | 15 | ± 5 |
| 7 Turku | Nursing and care home | 2022 | ± 3,700 m² | 68 beds | Nonna Group Oy | Double net | 20 | ± 15 |
| 8 Rovaniemi | Nursing and care home | 2022 | ± 2,700 m² | 57 beds | Nonna Group Oy | Double net | 20 | ± 8 |
8 1 3 2 7 4 5 6# 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.
Cofinimur I : insurance agencies
In December 2011, Cofinimmo acquired, for its Cofinimur I sub-sidiary, 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 initially leased to the insurer for an average period of ten 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.
X From left to right : Régis Versavel - Corporate Communication Officer Mathieu De Deyn - Project Manager Philippe Etienne - Head of External Communication
X Brasserie Revue - Ghent (BE)
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. Throughout the term of the lease, asset arbitrage is particularly important to ensure sustainability. Cofinimmo endeavours to transform empty areas into useful spaces, for example through the reconversion of open spaces into residential apartments, for example by temporarily making unused floors above shops available as dwellings. 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. For unique assets with public use, public authorities are often held up as examples of sustainable development. They are required to include high technical criteria in terms of energy performance. Cofinimmo is constantly looking for innovative solutions to help finance a public need.
69 I MANAGEMENT REPORT I PROPERTY OF DISTRIBUTION NETWORS I Achievements in 2022
Pubstone : pubs and restaurants
Sale of 22 pubs and restaurants
In 2022, Cofinimmo sold 22 pubs and restaurants (16 located in Belgium and 6 located in the Netherlands) through its subsidiaries Pubstone and Pubstone Properties, which had been vacated by AB InBev, for a total amount of approximately 6 million EUR, an amount higher than the fair value of the assets prior to the conclusion of the agreements.
Technical interventions and renovation projects
In 2022, the property and project management operational teams supervised 409 technical interventions on the portfolio of pubs and restaurants (374 in Belgium and 35 in the Netherlands). They also managed 146 renovation projects (110 in Belgium and 36 in the Netherlands), for a total amount of approximately 5 million EUR. This consisted primarily of façade and roofing renovations.
Main renovation projects in 2022
| Location | Type of works |
|---|---|
| BELGIUM | |
| Bar des Amis Rue Sainte Catherine 30 – Brussels | Roof and façade renovation and exterior painting |
| Chez Richard Rue des Minimes 2 – Brussels | Façade renovation and painting |
| Brasserie Midi Koophandelsplein 34 – Ghent | Façade, cornice and exterior woodwork renovation |
| Bar Moemoe Grote Markt 36 – Malines/Mechelen | Roof and façade renovation and exterior painting |
| THE NETHERLANDS | |
| Pub The New Mills Delareyweg 241 – The Hague | Roof renovation and exterior painting |
76 % Belgium
24 % The Netherlands
Breakdown of assets by country (number of assets in %)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 70
X Rubben De Bisschop - Property Manager
X Brasserie Fou d’O - Ghent (BE)
Cofinimur I : insurance agencies
Partial disposal of the Cofinimur I portfolio
On 01.01.2021, the Cofinimur I property of distribution networks portfolio in France had 266 sites. 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 the fourth quarter of 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 assets already sold amounted 41 million EUR. As at 31.12.2022, the fair value of the 195 assets already sold reached 92 million EUR (of which 51 million EUR during the 2022 financial year and 15 million EUR in the 4th quarter). The sale price of the 85 assets sold in 2022 is in line with the latest fair value determined by Cofinimmo’s independent real estate valuers, prior to the conclusion of the agreements. As at 31.12.2022, this portfolio represents only 0.3 % of the consolidated portfolio. The disposal status is currently as follows :
| 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 until 30.06.2021 | 0 | 0 | 1 | 0 | 1 |
| Movements as per the announcement of 23.09.2021 | 64 | 35 | 10 | 5 | 74 |
| Net movements 24.09.2021 – 31.12.2021 | -54 | -31 | 65 | 36 | 11 |
| Sub-total as at 31.12.2021 | 10 | 3 | 76 | 41 | 86 |
| Net movements 2022 | 46 | 13 | 119 | 51 | 165 |
| Sub-total as at 31.12.2022 | 56 | 16 | 195 | 92 | 251 |
| Net movements after 31.12.2022 | -54 | -16 | 56 | 17 | 2 |
| Sub-total as at 17.02.2023 | 2 | 0 | 251 | 109 | 253 |
Renovation and construction projects
In 2022, the MAAF Group renovated 8 insurance agencies, fulfilling its contractual obligations.
71 I MANAGEMENT REPORT I PROPERTY OF DISTRIBUTION NETWORS I working I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 72
working
Creating value through capital recycling, upgrading and rebalancing portfolio towards Brussels’ Central Business District (‘CBD’)
73 I MANAGEMENT REPORT I OFFICES I
X From left to right : Nadia Berrada - Management Assistant Virginie Van Haute - Legal Counsel Valérie Berlier - Valuation Manager Xavier Ghislain - Senior Property Manager
X Office building Arts/Kunst 47 - Brussels CBD (BE)
Offices
76 million EUR Divestments
5 years Weighted average residual lease length
57 Number of assets
450,000 m² Surface area
6 Buildings with BREEAM certification
22 % of the consolidated portfolio
1.4 billion EUR Fair value of the portfolio
6.0 % Gross rental yield
94.2 % Occupancy rate
182 kWh/m² Energy intensity of the segment
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 74
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.
63 % Brussels’ CBD
6 % Periphery
21 % Decentralised
10 % Antwerp and other regions
Antwerp and other regions
Decentralised
Brussels’ CBD
Periphery
Recentering the portfolio towards Brussels’ CBD
X From left to right : Javier Zaragueta - Legal Counsel Yousra Ouahhabi - Transaction Manager Maria Garbayo Garcia - Senior Business Development Manager Clarissa Bruns - ESG Officer
X Office building equipped with medical centre Trône/Troon 100 - Brussels CBD (BE)
I MANAGEMENT REPORT I OFFICES I 75
Market characteristics
1 The Brussels office market sub-segments
The Brussels office market consists of several sub-segments. The first five are often grouped under the heading ‘Central Business District’ (CBD).
- Brussels centre
- Historic heart of the city
- Occupants : Belgian public authorities and Belgian medium or large private companies.
- Leopold district
- European district of the city
- Occupants: European institutions and delegations or associations working with them, medium or large private companies, law firms, lobbyists.
- Brussels North
- Business area
- Occupants: Belgian and regional public authorities, semi-public companies and large private companies.
- Louise district
- Prestigious district, mixed zone (residential and offices)
- Occupants: law firms, embassies and medium-sized private companies.
- Midi district
- District surrounding the Brussels-South railway station
- Occupants: SNCB/NMBS, railway-related companies, Belgian public authorities.
- Brussels decentralised
- Rest of the territory of the 19 municipalities of the Brussels-Capital Region, a mainly residential area
- Occupants: medium or large private companies.
- Brussels periphery
- Area located in the immediate vicinity of the Brussels-Capital Region, the Ring and the national airport
- Occupants: private companies of all sizes.
The Brussels office rental market
Information on the office rental market is included in the chapter ‘Market commentary’ (see page 173) of this document.
The Brussels office investment market
Information on the brussels office investment market can be found in the chapter ‘Market commentary’ (see page 173) of this document.
- Market information deriving from the CBRE, Cushman & Wakefield, Jones Lang LaSalle and BNP market research.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 76
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 which obtained the status of institutional regulated real estate company (SIRI). As at 31.12.2022, the subsidiary had a total balance sheet of 1.4 billion EUR (2021 : 1.4 billion EUR), with an equity of 0.9 billion EUR (2021 : 0.8 billion EUR) and a debt-to-assets ratio of approximately 37 % (2021 : 42 %).
Proximity to clients
Cofinimmo endeavours to build close and sustainable relationships with its tenants to ensure client satisfaction and loyalty. Building management is handled entirely in-house. Given the size of its office portfolio, in excess of 1 billion EUR, the group is able to implement a comprehensive human and technical management platform and to bear the associated costs. The technical teams consist of industrial and civil engineers, architects and interior designers who supervise upgrading, maintenance and renovation work. The service desk is available 24/7 and is responsible for coordinating requests for service and repairs. The sales teams are in regular contact with clients in order to respond flexibly to their needs. 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 Cofinimmo faces each year involves an average of 10 % to 15 % of its office portfolio. A commercial strategy based on a close relationship with clients contributes to a continued high occupancy level and positive operating margin growth. The commercial strategy is implemented by the incorporation of innovative solutions intended to best meet tenant needs for workspace flexibility, mobility, and diversity. The development of Flex Corner® and The Lounge® 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 (e.g. kitchenette, lounge, meeting rooms). Leases are offered on a monthly basis and include rent, taxes, and charges for both the private space and shared areas. Contracts are established for a period of time corresponding to the client’s needs, with a minimum lease of one year. A ‘customise 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 three buildings with vacant space. At the end of 2022, the occupancy rate of the Flex Corner® sites stood at approximately 72 %.
The Lounge® by Cofinimmo
The group has two The Lounge® by Cofinimmo sites : 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.
X ESG
In the day-to-day management of its office portfolio, Cofinimmo pursues one of its primary objectives, which is to adopt a sustainable and environmental approach. Cofinimmo’s ESG strategy was first influenced by the European and national or even regional regulatory frameworks. 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 technical management of buildings. When an office building reaches the end of its life, the construction is recycled. In central locations in Brussels, where demand for offices is high, the building is thoroughly 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 office 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 endeavouring to limit and reuse waste from project sites.
The day-to-day management of office buildings is also a real source of leverage in the 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 office buildings under operational control, as well as the private consumption voluntarily provided by the different tenants. Using this tool helps identify possible sources of savings and measure the impact of the investments made. Through the installation of remotely readable meters, the whole office portfolio 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.
I MANAGEMENT REPORT I OFFICES I 77
Selective arbitrage of assets
Cofinimmo has implemented a selective arbitrage policy for its office buildings while keeping its portfolio above 1 billion EUR. This is compatible with the need for a comprehensive management platform. In parallel with the expansion of the healthcare real estate segment, Cofinimmo is focusing on rebalancing its office portfolio between the various sub-segments, to prioritise high-quality buildings located in Brussels’ CBD. The vacancy rate in this segment, is lower than the city’s average market, making 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 portfolio composition in terms of age, size, location, and the rental situation of buildings. The funds collected are then reinvested in high-quality buildings located in Brussels’ CBD.
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 conversion. 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.
Occupancy rate
Cofinimmo’s office portfolio occupancy rate was 94.2 % at 31.12.2022 compared to 92.2 % for the overall Brussels office market¹. In 2022, renegotiations and new leases have been signed for a total of almost 85,697 m² of office spaces. The most significant transactions are listed in the table below.
| Geographical area | Name of property | Transaction type | m² |
|---|---|---|---|
| Brussels’ CBD | Arts/Kunst 47-49 | Lease | 700 |
| Brussels decentralised | Bourget 42 | Renegotiation & lease | 4,900 |
| Brussels’ CBD | Auderghem/Oudergem 22-28 | Lease | 500 |
| Brussels’ CBD | Trône/Troon 100 | Lease | 500 |
| Brussels’ CBD | Ligne 13 | Lease | 700 |
| Brussels’ CBD | Arts/Kunst 47-49 | Lease | 700 |
| Brussels’ CBD | Meeûs 23 | Lease | 500 |
| Brussels periphery | Park Lane | Renegotiation & lease | 1,300 |
| Brussels’ CBD | Guimard 10 | Lease | 1,300 |
| Brussels’ CBD | Trône/Troon 100 | Lease | 500 |
| Brussels’ CBD | Arts/Kunst 47-49 | Lease | 1,400 |
| Brussels periphery | Park Lane | Lease | 700 |
| Brussels periphery | Park Lane | Lease | 1,000 |
| Brussels’ CBD | Arts/Kunst 47-49 | Lease | 700 |
| Brussels’ CBD | Loi/Wet 34 | Lease | 700 |
| Brussels’ CBD | Loi/Wet 227 | Renegotiation & lease | 800 |
| Brussels’ CBD | Trône/Troon 98 | Renégociation | 700 |
| Brussels’ CBD | Arts/Kunst 47-49 | Renégociation | 2,300 |
| Brussels decentralised | Cockx 8-10 (Omega Court) | Renégociation | 800 |
| Brussels periphery | Park Lane | Renégociation | 1,400 |
| Brussels’ CBD | Loi/Wet 56 | Renégociation | 9,500 |
| Brussels’ CBD | Luxembourg/Luxemburg 40 | Renégociation | 7,300 |
| Brussels’ CBD | Guimard 10 | Renégociation | 1,300 |
| Brussels periphery | Park lane | Renégociation | 3,200 |
| Brussels’ CBD | Trône/Troon 98 | Renégociation | 700 |
| Brussels periphery | Park Lane | Renégociation | 900 |
| Antwerp | AMCA - Avenue Building | Renégociation | 2,200 |
| Antwerp | AMCA - Avenue Building | Renégociation | 600 |
| Brussels decentralised | Tervueren 270-272 | Renégociation | 1,100 |
| Other regions | Mechelen Station - Malines/Mechelen | Renégociation | 700 |
| Brussels’ CBD | Arts/Kunst 46 | Renégociation | 900 |
| Brussels’ CBD | Nerviens/Nerviërs 105 | Renégociation | 9,200 |
| Antwerp |
- Source : Cushman & Wakefield.
Breakdown of the consolidated portfolio by tenant business sector (as at 31.12.2022 - in contractual rents of 69 million EUR - in %)
- < 1 % Retail (commercial use)
- 10 % Other
- 11 % Finance & Insurance & Real estate
- 17 % ICT & Telecom & Media
- 6 % Logistics
- 1 % Retail (office use)
- 30 % Belgian and international public sector
- 8 % Chemistry & energy & pharmaceutical
- 17 % Consultants & law firms
Occupancy rate by geographical area (as at 31.12.2022 - in %)
- Brussels: 94.6%
- Periphery: 99.2%
- Brussels Decentralised: 96.8%
- Antwerp: 90.5%
- Brussels’ CBD: 85.1%
- Other: 94.2% (Average)# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 78
Geographical area
| Name of property | Transaction type | m² |
|---|---|---|
| Brussels decentralised | Cockx 8-10 (Omega Court) | Renegotiation |
| Brussels’ CBD | Meeûs 23 | Renegotiation |
| Brussels decentralised | Tervueren 270-272 | Renegotiation |
| Brussels periphery | Park Hill | Renegotiation |
| AMCA | London Tower | Renégociation |
| Brussels periphery | Park Lane | Renégociation |
| Other regions | Mechelen Station - Malines/Mechelen | Renégociation |
| Brussels periphery | Noordkustlaan 16 | Renégociation |
Achievements in 2022
Pursuing the asset rotation strategy
In 2022, Cofinimmo Offices SA/NV announced the divestment of several office buildings located in non-strategic areas of its portfolio. By way of example, we can mention :
- the future disposal of the Everegreen office building in the decentralised area of Brussels announced in January 2022 for approximately 23 million EUR ;
- the future disposals of three office buildings (Woluwe 62, Souverain/Vorst 36 and Herrmann-Debroux 44-46) in the decentralised area of Brussels announced in May 2022 for approximately 52 million EUR ;
- the divestment of three office buildings (Souverain/ Vorst 280, West-End Office Park and Maire 19) announced in December 2022 for approximately 43 million EUR.
These divestments - made at fair values that are in line with or higher than those determined by Cofinimmo’s independent real estate valuers - are fully in line with Cofinimmo’s strategy in the office segment.
Property
| Location | Surface area of planned sale | Type of transaction | Conclusion of the planned sale / Foreseen date | Disposal price / Investment budget (in million EUR) |
|---|---|---|---|---|
| Everegreen (Evere (Brussels decentralised)) | > 16,000 m² (+300 parking spaces) | Private agreement | Q4 2023 | ± 23 |
| Woluwe 62 (Woluwe (Brussels decentralised)) | ± 3,300 m² (+57 parking spaces) | Private agreement | Q1 2024 | ± 52 |
| Herrmann-Debroux 44-46 (Auderghem/Oudergem (Brussels decentralised)) | ± 9,700 m² (+167 parking spaces) | Private agreement | Q4 2023 | |
| Souverain/Vorst 36 (Watermael-Boitsfort/ Watermaal-Bosvoorde (Brussels decentralised)) | ± 8,300 m² (+207 parking spaces) | Private agreement | Q4 2024 | |
| Arts/Kunst 47-49 (Brussels (Brussels’ CBD)) | ± 7,300 m² | Completion of the renovation | n/a | ± 7 |
| Montoyer 10 (Brussels (Brussels’ CBD)) | ± 6,000 m² | Redevelopment | Q1 2024 | ± 18 |
| Stationsstraat 110 (Malines/Mechelen) | ± 15,000 m² | Renovation | Q4 2024 | ± 33 |
| Colonel Bourg (Brussels (Brussels decentralised)) | ± 4,000 m² | Disposal | Q3 2022 | ± 4 |
| Omega Court (Brussels (Brussels decentralised)) | ± 16,500 m² | Disposal | Q3 2022 | ± 28 |
| Loi/Wet 89 (Brussels (Brussels’ CBD)) | ± 3,200 m² | Private agreement | Q2 2023 | ± 7 |
| Souverain/Vorst 280 (Auderghem/Oudergem (Brussels decentralised)) | ± 7,100 m² | Disposal | Q4 2022 | ± 43 |
| Noordkustlaan 16 (Grand-Bigard/Groot-Bijgaarden (Brussels periphery)) | ± 10,000 m² | Disposal | Q4 2022 | |
| Maire 19 (Tournai/Doornik (Other regions)) | ± 3,500 m² | Disposal | Q4 2022 |
Committed office investment programme
| Project | Type (of works) | Surface area (in m²) (after works) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2022 | Total investments in 2023 | Total investments after 2023 |
|---|---|---|---|---|---|---|---|
| Belgium | |||||||
| Montoyer 10 (Brussels) | Redevelopment | 6,000 | Q1 2024 | 18 | 3 | 14 | 1 |
| Stationsstraat 110 (Malines/Mechelen) | Renovation | 15,000 | Q4 2024 | 33 | 2 | 16 | 15 |
| Loi/Wet 89 | Acquisition of an extension for joint redevelopment with Loi/Wet 85 | 3,200 | Q1 2023 | 7 | 0 | 7 | 0 |
TOTAL INVESTMENT PROPERTIES, NON-CURRENT FINANCIAL ASSETS, FINANCE LEASE RECEIVABLES AND ASSOCIATES 58
I MANAGEMENT REPORT I OFFICES I 79
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 31.12.2022, the consolidated property portfolio of the Cofinimmo group consisted of 1,296 buildings with a total surface area of 2,487,000 m². Its fair value amounts to 6.200 million EUR.
Healthcare real estate represents 70 % of the group’s portfolio and is spread over nine countries : Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom.
The share of office buildings accounts for 22 % of the consolidated portfolio. This part of the portfolio is 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
X Nursing and care home Clos Régina - Brussels (BE)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 80
Changes in the consolidated portfolio
Change from 1996 to 2022
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 precisely 600 million EUR at 31.12.1995. At 31.12.2022, it is close to 6.5 billion EUR.
Between 31.12.1995 and 31.12.2022, the group:
- invested a total of 7,760 million EUR in investment properties (acquisitions, constructions and renovations);
- sold for a total amount of 2,566 million EUR.
On average, Cofinimmo realised net capital gains on investments of 8 % upon disposal (based on the latest annual valuations preceding the disposal, before deduction of payments to inter- mediaries 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 are recorded as capital gains or losses on the sale of securities.
The graph on the bottom of next page shows a breakdown by real estate segment of investments totalling 7,760 million EUR between 1996 and 2022.
Change in the investment value of the consolidated portfolio between 1996 and 2022 (x 1,000,000 EUR)
| Value | |
|---|---|
| Investment value of the portfolio as at 31.12.1995 | 609 |
| Acquisitions | 6,582 |
| Constructions and renovations | 1,178 |
| Net disposal value | -2,775 |
| Realised gains and losses compared to the last annual estimated value | 209 |
| Writeback of lease payments sold | 231 |
| Change in the investment value | 460 |
| Currency translation differences linked to conversion of foreign activities | -2 |
| Investment value of the portfolio as at 31.12.2022 | 6,492 |
Accelerated growth of the consolidated portfolio (overall consolidated asset between 2018 and 2022 - in billion EUR)
| Date | Value |
|---|---|
| 31.03.2018 | 3.0 |
| 31.12.2018 | 3.5 |
| 31.12.2019 | 4.0 |
| 31.12.2020 | 4.5 |
| 31.12.2021 | 5.0 |
| 31.12.2022 | 5.5 |
| CAGR : 14 % | |
| 6.5 | |
| 6 | |
| 5.5 | |
| 5 | |
| 4.5 | |
| 4 | |
| 3.5 | |
| 3 | |
| 3,0 | |
| 3,5 | |
| 4,0 | |
| 4,5 | |
| 5,0 | |
| 5,5 | |
| 6,0 | |
| 6,5 | |
| 7,0 |
| Date | Value |
|---|---|
| 31.03.2018 | 3.7 |
| 31.12.2018 | 4.0 |
| 31.12.2019 | 4.6 |
| 31.12.2020 | 5.3 |
| 31.12.2021 | 5.3 |
| 31.12.2022 | 6.2 |
| 6.8 | |
| 6.8 |
Breakdown of the consolidated portfolio per country (as at 31.12.2022 – at a fair value of 6,200 million EUR - in %)
| Country | Percentage |
|---|---|
| Belgium | 55 % |
| Germany | 14 % |
| France | 14 % |
| The Netherlands | 10 % |
| Others* | 14 % |
* (ES 5 % - FI - 2 % - IR 2 % - IT 3 % - UK 1 %)
Breakdown of the consolidated portfolio by real estate segment (as at 31.12.2022 – at a fair value of 6,200 million EUR - in %)
| Real Estate Segment | Percentage |
|---|---|
| Healthcare | 70 % |
| Offices | 22 % |
| Property of distribution networks | 8 % |
81 I MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO I
Change in 2022
The investment value of the consolidated portfolio increased from 5,966 million EUR at 31.12.2021 to 6,492 million EUR at 31.12.2022. At fair value, the figures were 5,710 million EUR at 31.12.2021 and 6,200 million EUR at 31.12.2022.
In 2022, the Cofinimmo group:
- invested a total of 548 million EUR 1 in investment properties (acquisitions, constructions and renovations);
- divested for a total amount of 144 million EUR.
2022 sales consisted primarily of 22 pubs and restaurants from the Pubstone distribution network, 119 insurance agencies from the Cofinimur I distribution network and 5 office buildings.
The graph on this page shows the breakdown of investments by real estate segment, totalling 548 million EUR realised in 2022, to which the other types of investment were added to reach a total of 562 million EUR.
The change in fair value of the consolidated portfolio was 490 million EUR in 2022 (526 million EUR in investment value), i.e. an increase of 9 %.
The table on the following page shows the change in fair value of the portfolio in 2022 by real estate segment and by geographical area.
Change in the investment value of the consolidated portfolio in 2022 (x 1,000,000 EUR)
| Value | |
|---|---|
| Investment value of the portfolio as at 31.12.2021 | 5,966 |
| Acquisitions 1 | 426 |
| Constructions and renovations | 123 |
| Net disposal value | -149 |
| Realised gains and losses compared to the last annual estimated value | 4 |
| Writeback of lease payments sold | 6 |
| Change in the investment value | 120 |
| Currency translation differences linked to conversion of foreign activities | -4 |
| Investment value of the portfolio as at 31.12.2022 | 6,492 |
- As well as 13 million EUR in participations in associates, finance lease receivables and other non-current liabilities.# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 82
Change in fair value of the consolidated portfolio by real estate segment and by geographical area in 2022
| Real estate segment and geographical area | Change in fair value | Share of the consolidated portfolio |
|---|---|---|
| Healthcare real estate | 1.7 % | 70.4 % |
| Belgium | 2.5 % | 27.5 % |
| France | -0.5 % | 7.9 % |
| Netherlands | -0.5 % | 7.8 % |
| Germany | 1.3 % | 13.6 % |
| Spain | 4.5 % | 5.4 % |
| Finland | 2.1 % | 2.2 % |
| Ireland | 4.6 % | 1.5 % |
| Italy | 2.1 % | 3.5 % |
| United Kingdom | 0.1 % | 1.1 % |
| Offices | 2.4 % | 21.8 % |
| Brussels CBD | 5.1 % | 13.7 % |
| Brussels decentralised | -0.4 % | 4.6 % |
| Brussels periphery | -8.4 % | 1.2 % |
| Antwerp | 1.1 % | 0.5 % |
| Other regions | -2.2 % | 1.7 % |
| Property of distribution networks | -0.7 % | 7.7 % |
| TOTAL PORTFOLIO | 1.7 % | 100.0 % |
- Without the initial effect of the changes in the scope.
X Nursing and care home - Turku (FI)
I MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO I 83
Rental situation of the consolidated portfolio
- This category represents the following countries : Spain, Finland, Ireland, Italy and the United Kingdom
The commercial management of the group’s portfolio is handled entirely in-house: closeness to clients enables the group to build a long-term relationship of trust, an essential element for ensuring a high occupancy rate, long lease maturities and quality tenants.
Occupancy rate
The occupancy rate of the consolidated portfolio (excluding assets held for sale), calculated on the basis of contractual rents for space leased and the rental values estimated by independent real estate valuers for unoccupied space was 98.7 % at 31.12.2022. It is as follows for each real estate segment:
| Real estate segment and country | Occupancy rate | Comment 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 independent real estate valuers. This rental yield is defined as the capitalisation rate of rental income applied to the real estate portfolio. The difference between gross rental yields and net rental yields reflects direct costs : technical costs (maintenance, repairs, etc.), commercial costs (agent commissions, marketing expenses, etc.) and charges and taxes on unoccupied space. The majority of healthcare real estate leases in France and Belgium are triple net, while in Germany, the Netherlands and Spain, the majority is double net (Dach und Fach - see Glossary). The triple-net lease implies that maintenance and insurance expenses, as well as 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.
Gross rental yield of the Cofinimmo portfolio and annual average of the 10-year Belgian government bonds rate (as at 31.12.2022 - in %)
| 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | Average 10-year Belgian government bonds | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cofinimmo - Offices | |||||||||||||||
| Cofinimmo - Overall portfolio | |||||||||||||||
| Cofinimmo - Healthcare real estate |
Gross/net yields per real estate segment (as at 31.12.2022)
| Healthcare real estate | Property of distribution networks | Offices | Total | |
|---|---|---|---|---|
| Gross | Net | Gross | Net | |
| 2009 | 6.9 | 6.4 | ||
| 2010 | 6.0 | 5.2 | ||
| 2011 | 5.6 | 5.3 | ||
| 2012 | 5.4 | 5.2 | ||
| 2013 | ||||
| 2014 | ||||
| 2015 | ||||
| 2016 | ||||
| 2017 | ||||
| 2018 | ||||
| 2019 | ||||
| 2020 | ||||
| 2021 | ||||
| 2022 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 88
Financial resources management
The year 2022 was marked by the issuance of a second public sustainable bond for 500 million EUR (1 % fixed rate for 6 years) as early as the beginning of January, but also by the conclusion of a second syndicated loan, this time sustainability linked, for 315 million EUR. In total, more than 1.1 billion EUR of new loans has been concluded, and nearly 70 % of Cofinimmo’s debt comes from the various sustainable financing concluded (see pages 95-100). 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. These 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 31.12.2022 and throughout the 2022 financial year, these ratios were adhered to. In addition, there were no payment defaults on loan contracts, nor are any violations of the terms and conditions of these same contracts expected in the coming 12 months.
X Nursing and care home Eden Park - Alost/Aalst (BE)
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).
89 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I
Financing transactions in 2022
- After deduction of a 30 % withholding tax, this corresponds to a net dividend of 4.20 EUR per share.
- Amount from which the withholding taxes on dividends relating to reinvested and non-reinvested coupons has been deducted.
In 2022, Cofinimmo strengthened its financial resources and balance sheet structure. The financing transactions carried out during this financial year enabled the group to increase bank financing, improve the timetable of financial debts, sustain low levels of the average cost of debt. In addition. Details of the various operations carried out follow below.
Capital increases
During 2022, Cofinimmo carried out four capital increases (contribution in kind and optional dividend) totalling nearly 114 million EUR (capital and share premium), contributing 1.7 % to the reduction of the debt-to-assets ratio. As at 31.12.2022, the number of shares issued is 32,877,729.
Capital increases through contributions in kind
During the 2022 financial year, Cofinimmo carried out three capital increases through contribution in kind, within the authorised capital :
* on 09.05.2022, 39,933 new shares were issued for approximately 5 million EUR in the context of the acquisition of the company owning a nursing and care home in Mont-de-l’Enclus, Belgium (see page 31) ;
* on 15.12.2022, 221,733 new shares were issued for approximately 19 million EUR in the context of the acquisition of the company owning a nursing and care home in Grimbergen, Belgium (see page 31) ;
* on 22.12.2022, 404,447 new shares were issued for approximately 34 million EUR in the context of the acquisition of the company owning a nursing and care home in Rocourt, Belgium (see page 33).
Optional dividend
The ordinary general meeting of 11.05.2022 had decided to distribute for the 2021 financial year a gross dividend of 6.00 EUR per share ¹ . The board of directors decided to offer shareholders the choice between receiving the dividend payment for the year 2021 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 109.20 EUR. The new shares are entitled to Cofinimmo’s results as from 01.01.2022 (first dividend payable in 2023). Shareholders were invited to communicate their choice between the different payment modalities between 18.05.2022 and 02.06.2022. A total of 42.3 % of the 2021 dividend coupons were contributed to the capital against new shares. This resulted in the issuance of 516,135 new shares for a total amount of 56.4 million EUR. The remaining dividend pay-out was settled in cash for a net total amount of 76.9 million EUR ². The payment in cash and/or the delivery of securities were made as from 07.06.2022. The effective day of listing of the new shares was 09.06.2022. Funds not paid in cash will be used by the company to finance property acquisitions and renovation projects.
Issuance of a new sustainable bond
On 17.01.2022, Cofinimmo issued a second public benchmark sustainable bond for an amount of 500 million EUR. The bonds will carry a coupon of 1 % per year and mature on 24.01.2028. This issuance’s proceeds will be used to (re)finance assets, in accordance with Cofinimmo’s sustainable financing framework of May 2020. The selected assets and other aspects of sustainable financing defined by the group are detailed in this document (see page 95-100). This new issue is listed on Euronext Growth Brussels. The settlement and admission to trading of these notes took place on 24.01.2022.
Conclusion of a new sustainability-linked syndicated credit line
On 19.05.2022, Cofinimmo concluded a new sustainability-linked syndicated credit line of 315 million EUR (at credit spreads comparable to those of previous financial years) with seven banks. The success of this operation enabled the group to review upwards the targeted amount which was 250 million EUR. This new syndicated credit line has a term of 5 years with two potential extensions for one year, and includes an increase option to the amount of 50 million EUR.
Financing operations since 01.01.2022
Overall financing developments
- 10.01.2022 : Extension of a 25 million EUR credit line for one additional year, bringing its maturity to 2026 ;
- 17.01.2022 : Issuance of a public benchmark sustainable bond for an amount of 500 million EUR and with a 6-year duration (detailed above) ;
- 11.02.2022 : Extension of a 100 million EUR credit line for one additional year, bringing its maturity to 2027 ;
- 03.05.2022 : New 30 million EUR bilateral credit line for 8 years ;
- 16.05.2022 : Issuance of commercial paper totalling 17 million EUR for 7 years ;
- 19.05.2022 : New 315 million EUR sustainability-linked syndicated loan for 5 years (detailed above) ;
- 29.06.2022 : Early refinancing of a 50 million EUR credit line (now sustainability linked) maturing in August 2022, bringing its maturity to 2027 ;
- 29.07.2022 : Early refinancing of a 62 million EUR credit line (now sustainability linked) maturing in July 2022, bringing its maturity to 2029 ;
- 30.09.2022 : New 14 million EUR bilateral credit line for 9 years ;
- 13.10.2022 : New 45 million EUR bilateral credit line for 5 years ;
- 27.10.2022 : New 40 million EUR bilateral sustainability-linked credit line for 7 years ;
- 22.11.2022 : Extension of a 25 million EUR credit line for one additional year, bringing its maturity to 2033 ;
- 06.12.2022 : Extension of a 50 million EUR credit line for one additional year, bringing its maturity to 2027 ;
- 27.12.2022 : Early refinancing of a 40 million EUR credit line maturing in February 2023, bringing its maturity to 2028.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 90
On 30.01.2023, Cofinimmo also refinanced the last credit line maturing in 2023 and amounting to 90 million EUR for a period of 7 years. The credit spreads on these instruments are comparable to those of previous financial years.
Interest rate hedging
Following the issuance of fixed-rate commercial paper for 7 years in May 2022, Cofinimmo subscribed on the day of the issuance, an IRS allowing to receive a fixed rate against payment of a floating rate until 2029 (17 million EUR). During the second quarter of 2022, Cofinimmo has made several purchases of floors in order to convert IRS into caps for 2023 (350 million EUR). The conversion of the IRS into caps enables to retain protection against rising interest rates above the level of the fixed IRS rate, while retaining the possibility of benefiting from short-term interest rates below the level of the fixed IRS rate. In January 2023, Cofinimmo increased its hedging by subscribing to IRS for a total amount of 75 million EUR for the years 2026-2029.# I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT
Debt structure
Consolidated financial debts
At 31.12.2022, the current and non-current consolidated financial debt, issued by Cofinimmo SA/NV, was 2,881 million EUR. This included bank facilities and bonds issued on financial markets. An overview of the bonds is listed in the table below:
| Straight (S)/ Convertible (C) | Current (C) / Non current (NC) | Sustainable financing | Nominal amount (x 1,000,000 EUR) | Issue price (%) | Conversion price (EUR) | Coupon (%) | Issue date | Maturity date |
|---|---|---|---|---|---|---|---|---|
| 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 |
| S | NC | Sustainable | 500.0 | 99.823 | - | 1.0000 | 24.01.2022 | 24.01.2028 |
As of 31.12.2022, non-current financial debt was 2,000 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 benchmark sustainable bond within the Euronext ESG bonds community;
- 500 million EUR for a benchmark sustainable bond, part of the Luxembourg Green Exchange community, similar to many international issuers, but also including a Belgian real estate developer and the Walloon Region;
- -3 million EUR mainly for the issue below par of the 500 million EUR bond and for accrued interest not yet due on bonds;
- 77 million EUR of long-term commercial paper.
- Bank facilities
- 786 million EUR of committed bilateral and syndicated loans, with an initial term of five to ten years, contracted with approximately twenty financial institutions;
- 6 million EUR in financial debts linked to a right of use;
- 10 million EUR in rental guarantees received.
As of 31.12.2022, Cofinimmo’s current financial debts amounted to 880 million EUR, of which:
- Financial markets
- 847 million EUR in commercial paper with a term of less than one year. 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.
- Bank facilities
- 33 million EUR in mainly bilateral bank loans maturing during the year.
Availabilities
On 31.12.2022, availabilities on committed credit lines reached 1,626 million EUR. After deduction of the commercial paper programme, Cofinimmo had additional committed credit lines amounting to 779 million EUR available to finance its activity as at that date.
Consolidated debt-to-assets ratio
On 31.12.2022, 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 45.6 % (slightly higher compared to 31.12.2021). Taking into account agreements for future divestments (represented in the balance sheet as non-current assets held for sale) of 117 million EUR, the debt-to-assets ratio would over time be reduced by approximately 1 %. 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
Legal covenant for RRECs
| 31.03.2018 | 31.12.2018 | 31.12.2019 | 31.12.2020 | 31.12.2021 | 31.12.2022 | |
|---|---|---|---|---|---|---|
| 70 % | ||||||
| 60 % | ||||||
| 50 % | ||||||
| 40 % | ||||||
| 30 % | ||||||
| 20 % | ||||||
| 10 % | ||||||
| 0 % |
Weighted average residual maturity of financial debt
The weighted average residual maturity of the financial debts remained stable at 5 years between 31.12.2021 and 31.12.2022. This calculation 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 3,637 million EUR as at 31.12.2022, will mature on a staggered basis until 2033. Taking into account the refinancing in January 2023 of a 90 million EUR credit line that was due to mature during the year (to bring its maturity to 2030), there are no further maturities in 2023, as shown in the graph below.
Average costs of debt and interest rate hedging
The average cost of debt, including bank margins, was 1.2 % for the 2022 financial year, slightly up compared to that of the 2021 financial year (1.1 %), and in line with the outlook¹. Cofinimmo opts for 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 50 % to 100 % of the forecasted 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. As at 31.12.2022, the breakdown of fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt in 2022 is shown in the graph on the following page. As at 31.12.2022, the anticipated market interest rate risk was hedged at 90 % (or more) until the end of 2025. Cofinimmo’s result nevertheless remains sensitive to fluctuations in market interest rates.
- i.e. the quarterly outlook derived from the annual outlook presented in the 2021 universal registration document and confirmed in section 11.2 of the press release dated 29.04.2022.
- Taking into account the use of credit lines as at 31.12.2022 and the 90 million EUR refinancing carried out in January 2023.
Timetable of long-term financial commitments on 31.12.2022² (x 1,000,000 EUR)
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Drawn credit lines | ||||||||||||
| Sustainable instruments undrawn | ||||||||||||
| Sustainable instruments drawn | ||||||||||||
| Bonds | ||||||||||||
| Undrawn credit lines | ||||||||||||
| 800 | ||||||||||||
| 700 | ||||||||||||
| 600 | ||||||||||||
| 500 | ||||||||||||
| 400 | ||||||||||||
| 300 | ||||||||||||
| 200 | ||||||||||||
| 100 | ||||||||||||
| 0 |
Composition of debt (as at 31.12.2022)
| 2,881 million EUR | |
| 30 % Short-term commercial paper & other | 150 |
| 28 % Drawings on bank credits | 245 |
| 42 % Straight bonds & long-term commercial paper | 514 |
Financial rating
Since 2001, Cofinimmo has been granted a long-term and short-term financial rating from the Standard & Poor’s rating agency. On 25.03.2022, Standard & Poor’s confirmed the group’s BBB rating for the long term (stable outlook) and A-2 for the short term. The group’s liquidity has been rated adequate. Following the publication of its quarterly results and the evolution of the market conditions for real estate, Standard & Poor’s updated their base case for the next 12 months and the expected credit metrics commensurate with the current BBB rating, see their publication of 29.11.2022.
Treasury shares
Article 8:6 of royal decree of 29.04.2019, executing the code of companies and associations, stipulates that any disposal of treasury shares must be made public. In accordance with this article, Cofinimmo declares that, following the exercise of stock options by its employees in the context of remuneration through stock options on Cofinimmo shares (stock option plan or ‘SOP’), it has disposed of Cofinimmo shares over the counter (OTC) which it held with a view to delivering these shares to the persons concerned.
Overview of transactions made between 01.01.2022 and 31.12.2022 in the context of the Stock Option Plan:
| Transaction date | SOP plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 10.03.2022 | 2012 | 1,600 | 84.85 |
| 06.09.2022 | 2008 | 100 | 122.92 |
By virtue of this same article, Cofinimmo declares that it also disposed of Cofinimmo shares over the counter (OTC) with a view to delivering these shares to the members of the 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.
Overview of transactions made between 01.01.2022 and 31.12.2022 in the context of the Long-Term Incentive Plan:
| Transaction date | Long-Term incentive plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 10.03.2022 | LTI Plan – 2021 financial year | 3,848 | 99.11 |
Articles 8:4 and 8:6 of royal decree of 29.04.2019 executing the code of companies and associations stipulate that any disposal of treasury shares must be disclosed. In accordance with these articles, Cofinimmo declared that on 29.07.2022, it has acquired 15,875 treasury shares of its direct subsidiary Gestone 3, which it held over the counter (‘OTC’), for a price of 109.80 EUR per share. This transaction represents both a disposal (by Gestone 3) and an acquisition (by Cofinimmo) of treasury shares according to the code of companies and associations. This transaction was carried out to simplify the structure of treasury shares detention within the Cofinimmo group.
Overview of the transaction:
| Transaction date and time | Number of shares | Price per share (EUR) | Total price (EUR) |
|---|---|---|---|
| 29.07.2022 – 18:15 | 15,875 | 109.80 | 1,743,075.00 |
An overview stating all transactions relating to Cofinimmo’s treasury shares since 01.01.2020 is available on Cofinimmo’s website.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 94
Report on the indicators for the green & social portfolio
Innovative use of sustainable financing
Cofinimmo is the first European real estate company to have issued green & social bonds. On 09.12.2016, Cofinimmo successfully 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 and January 2022, Cofinimmo strengthened its balance sheet through the issuance of two public benchmark sustainable bonds for 500 million EUR, with a coupon of 0.875 %/year for 10 years and a coupon of 1 %/ year for 6 years, respectively. In line with the sustainable financing framework of May 2020 (detailed below), the bonds were placed with institutional investors and are intended to (re)finance assets with a positive contribution to sustainability. During 2022, Cofinimmo continued the transformation of classical financing into sustainable financing with, for example, the issuance of a new 500 million EUR public bond or the subscription of sustainability-linked credit lines for a total amount of almost 500 million EUR through 4 operations. These different sustainability-linked credit lines are not specifically linked to the green & social assets of the property portfolio, but encourages Cofinimmo, through the adjustment of the financial conditions, to achieve its objective of reducing the energy intensity of its portfolio (30³ project).
Sustainable financing framework
Cofinimmo pays particular attention to the alignment between its financial strategy and its ESG objectives. In this context, the company reviewed its sustainable financing framework in May 2020 to incorporate recent trends into the financing of sustainable assets which form part of its ESG strategy. In its Second Party Opinion, Vigeo Eiris confirmed that this framework is aligned with the 2018 green bond principles, social bond principles, and green loan principles. In accordance with this framework, Cofinimmo can issue a variety of sustainable financing instruments, including bonds, convertible bonds, private placements, and (syndicated) bank loan facilities. Following the final approval by the EU Council, the application of the corporate sustainability reporting directive (CSRD) has been delayed and becomes mandatory for Cofinimmo for the 2025 financial year whose reporting will take place in 2026. However, Cofinimmo already integrates sustainability indicators in its management report since 2010. The group supports the evolution towards a standardised reporting and will continue, as started on a voluntary basis, to deliver externally assured sustainability information.
Selection procedure in line with the ESG strategy
The assessment and selection framework was developed through internal and external expertise and is published on Cofinimmo’s website. The assets listed on pages 97-100 currently make up the portfolio allocated to green & social bond financing. Selection of these assets was based on prescribed criteria, including fund allocation and ESG criteria. Cofinimmo’s selection procedure was developed by combining the internal expertise of teams responsible for the assets with external sources including impact assessment studies, BREEAM requirements, and other technical factors. Each step in the assessment framework was approved by the executive committee and is part of the analytical approach to a building’s life cycle (see also ‘ESG report’, section ‘Life cycle management at the heart of the value chain’ of this document). All the assets selected were operational at the time of acquisition or were delivered between the date of acquisition and the time of refinancing. The date of construction and/or most recent renovation is listed in the property report of this document.
The following icon is used to denote green & social assets.
Funds allocation
Cofinimmo’s Treasury department ensures that funds collected through the issuance of green & social bonds are allocated exclusively to assets that make up the company’s green & social portfolio. Funds must be allocated within one year of bond issuance and must cover the duration of the bond. The allocation of funds collected prior to the publication of the sustainable financing framework is as follows: 50 % to offices with an environmental and sustainability certification and, 50 % to healthcare assets dedicated to the housing of vulnerable or dependent people in need of specialised care. Since May 2020, the environmental category has been extended to all segments. A healthcare real estate asset can therefore be simultaneously classified as both green and social. The benchmark-sized bond issued in January 2022 allocates 55 % of the funds to green assets and 100 % of the funds to social assets.
Auditing
Until the maturity of sustainable financing, the company’s external auditor (currently Deloitte Réviseurs d’Entreprises/Bedrijfsrevisoren SC s.f.d. SCRL Deloitte) conducts an annual assessment which covers the allocation of funds, compliance with eligibility criteria and sustainable benefit indicators associated with selected assets. The audit report is available in the statutory auditor’s report (see pages 352-353).
The following icon denotes the indicators verified in the section ‘ESG Management‘ (see pages 100-101 of this document).
Committed community
Cofinimmo pays particular attention to the alignment between its financial strategy and its ESG objectives. The company is part of the SBTi-validated Euronext Green Bonds community, which brings together European issuers of green bonds that meet several objective criteria (external reviews, compliance with international standards, regular updates of the green & social financing framework, etc.). Cofinimmo is currently one of the 18 issuers listed in Brussels that participate in this committed European community.
I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I Components of the sustainable financing framework
Criteria and objectives
Two categories of eligible assets
The funds are meant to (re)finance assets that make a positive contribution to the ESG strategy. Buildings selected for green & social financing are linked to environmental and/or social objectives.
Benefits in terms of sustainability
- Mitigate climate change: Reduce GHG emissions.
- Protect natural resources: Reduce water and energy consumption, use sustainable materials, etc.
- Improve healthcare services: Increase number of healthcare beds and services provided.
Selection procedures
Green Investments in existing/future green assets that have an environmental and sustainability certification (BREEAM or BREEAM In-Use with at least a Very Good rating, LEED, HQE or at least a B-level PEB/EPC certification).
Objectives
- Mitigate climate change by implementing energy savings and suppressing or reducing GHG emissions.
- Consider environmental design and management of assets through:
- energy performance scorecard;
- equipment and installation upgrades;
- achievement of BREEAM and/or BREEAM In-Use certifications.
Social Investments in existing/future assets that provide and/or promote access to essential healthcare services for vulnerable groups and/or in certain medical specialties.
Objectives
- Renovate and/or expand the healthcare real estate portfolio to meet current and future housing and care needs for vulnerable groups.
- Encourage healthcare operators to reduce their energy footprint by incorporating sustainable architecture, ecological materials and more energy-efficient facilities (construction or renovation of buildings).
Fund allocation
Asset selection
Fund management
Annual indicators report
External audit
Assessment and selection framework
| Environmental criteria | Social criteria | Governance criteria | External assessments and requirements | |
|---|---|---|---|---|
| X | X | X | X |
Strategy alignment
- Improve the environmental footprint of the portfolio and the company;
- Ensure the safety of occupants;
- Select socially-aware and responsible projects.
Approval by the executive committee
Treasury allocation
Assessment by the external auditor
Expertise of internal teams
| X | X | X | X | |
|---|---|---|---|---|
| X | X | X | X |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 96
2016 GREEN & SOCIAL BONDS 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 |
X 55 million EUR
- Green: 50 %
- Social: 50 %
- 100 % Refinancing
- 50 % Healthcare real estate
- 50 % Offices
Improvement of healthcare services: 311 out of 28,730 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 66 % below the average energy intensity of the portfolio in kWh/m².
Domaines de Vontes – Esvres - sur - Indre (FR)
This nursing and care home, acquired in 2008, was renovated between 2015 and 2019. The renovation consisted of the construction of five new wings. During the renovation, the building shell was also stripped of asbestos and re-insulated. The site now offers 150 beds spread over a total surface area of 8,209 m² and benefits from the highest level of certification (A) awarded by the Haute Autorité de Santé (HAS), for the quality and safety of the services provided to its residents.# MANAGEMENT REPORT
FINANCIAL RESOURCES MANAGEMENT
2019 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 |
X 40 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 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%
100% Refinancing
100% Offices
Climate change mitigation: Energy intensity 62% below the average energy intensity of the portfolio in kWh/m².
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 98
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 |
X 500 million EUR
Hof van Blom 5-7 - Hattem (NL)
This complex of approximately 5,200 m² 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 site 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. In addition, the site obtained an A/A+/A++-level energy label.
Green: 55%
Social: 100%
100% Refinancing
100% Healthcare real estate
Improvement of healthcare services: 1,733 out of 28,730 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 21% below the average energy intensity of the portfolio in kWh/m².
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 |
X 500 million EUR
Ernesto Che Guevara 152 - Oleiros (ES)
This nursing and care home offers 140 beds spread over a total surface area of approximately 4,800 m². Thanks to its performance in terms of mobility, energy and ecology, the site not only obtained an A-level energy label, but was also the first healthcare real estate asset to be granted a BREEAM Excellent certification in Spain.
Green: 100%
Social: 74%
74% Refinancing
26% Offices
Improvement of healthcare services: 3,868 out of 28,730 beds in the categories nursing and care homes, rehabilitation clinics, psychiatric and acute care clinics, special care facilities and those with assisted-living unit.
Climate change mitigation: Energy intensity 15% below the average energy intensity of the portfolio in kWh/m².
99 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I ESG Management
Environment
| HEALTHCARE REAL ESTATE | OFFICES | TOTAL | |
|---|---|---|---|
| Environmental strategy | |||
| Five-year portfolio renewal objective | ✔ 3.9% | 11.8% | 5.5% |
| Energy efficiency of buildings | |||
| Yearly energy intensity (standardised by surface area) | ✔ 150 kWh/m² | 182 kWh/m² | 158 kWh/m² |
| GHG emissions per year, based on location | ✔ 28 kg CO2e/m² | 33 kg CO2e/m² | 29 kg CO2e/m² |
| Estimated MWh (solar energy production) | ✔ 2,973 MWh | 620 MWh | 3,594 MWh |
| Cooperation with tenants to reduce the environmental impact of buildings | |||
| Buildings equipped with remotely readable meters (as % of surfaces) | 82% | 58% | 64% |
| Number of sustainable collaboration agreements (in % of surface areas) | 77% | 88% | 71% |
| Number of inspection visits during which aspects associated with environment have been discussed with the occupant (in % of surface areas) | 83% | 100% | 70% |
| Inclusion of environmental factors in the supply chain | |||
| Materials reused after building refurbishment | In 2022, 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. |
2021 SUSTAINABLE TREASURY NOTES PORTFOLIO
| Issuer | Programme’s maximum amount (x 1,000,000 EUR) | Date of programme update | Maturity date |
|---|---|---|---|
| Cofinimmo SA | 1,250 | 07.12.2021 | Undefined |
X 1,250 million EUR
Breslauer Strasse 2 – Weil am Rhein (DE)
Cofinimmo acquired this nursing and care home in 2018. Built in 2015, the site counts 100 beds, divided into single rooms spread over a total surface area of approximately 5,800 m². The complex also offers a hairdressing salon, a cafeteria and a laundry. In addition to the meals prepared on site, residents also benefit from the central location of the site, which offers many advantages such as the proximity of a shopping mall, several general practitioners, the town hall and the Weil am Rhein railway station. The site has also been granted a BREEAM In-Use Very Good certification.
Green: 2%
Social: 100%
100% Refinancing
100% Healthcare real estate
Improvement of healthcare services: 11,043 out of 28,730 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 4% below the average energy intensity of the portfolio in kWh/m².
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 100
Social
| HEALTHCARE REAL ESTATE | OFFICES | TOTAL | |
|---|---|---|---|
| Responsible customer relations | |||
| Number of flexible contracts (space, duration) | n/a | In 2022, 6 contracts were signed in Flex Corners® for gross surface area of between 41 m² and 189 m² and terms of 1 to 3 years. | n/a |
| Number of requests | n/a | In 2022, the service desk handled 7,658 requests. | n/a |
| Progress of asbestos detection and removal | 65% of the portfolio does not contain traces of asbestos. | 64% of the portfolio does not contain traces of asbestos. | For the overall portfolio, see the chapter ‘Safety of occupants’. |
| Number of inspection visits during which social aspects have been discussed with the occupant (in % of surface areas) | 82% | 100% | 70% |
| Inclusion of social factors in the supply chain | |||
| Number of controversies related to social aspects in the supply 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. | n/a |
| 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. | 30% of multi-tenant buildings have been audited since 2013. | n/a |
| Number of audits for building connectivity (proximity and multi-modal transport) | ✔ 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. | n/a | |
| Office buildings accessibility (in public transports / bike) | 5% Poor, 28% Very good, 23% Good, 44% Acceptable |
Governance
Prevention of corruption and money laundering
| Number of external audits and controversies |
| In 2022, 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 2022, one internal audit was carried out by the internal auditor on activities in Germany and the acquisition procedure. Furthermore, on 31.12.2022, 25 recommendations are ongoing, coming from the internal and external audits of 2022 and previous years, and 40 recommendations were closed in 2022. |
101 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I Summary of the consolidated accounts
Consolidated income statement – Analytical form (x 1,000 EUR)
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Rental income, net of rental-related expenses | 316,394 | 292,345 |
| Writebacks of lease payments sold and discounted (non-cash item) | 6,124 | 7,262 |
| Rental-related expenses and taxes on rented properties not recovered | -4,112 | -3,210 |
| Taxes on refurbishment not recovered | -606 | -936 |
| Redecoration costs, net of tenant compensation for damages | -266 | -1,575 |
| Property result | 317,534 | 293,885 |
| Technical costs | -6,128 | -6,628 |
| Commercial costs | -4,360 | -2,967 |
| Taxes and charges on unlet properties | -3,966 | -3,188 |
| Property result after direct property costs | 303,080 | 281,102 |
| Corporate management costs | -46,013 | -39,784 |
| Operating result (before result on the portfolio) | 257,067 | 241,318 |
| Financial income | 11,503 | 11,692 |
| Net interest charges | -33,349 | -27,343 |
| Other financial charges | -1,395 | -1,005 |
| Share in the net result from core activities of associated companies and joint ventures | 2,628 | 2,725 |
| Taxes | -11,368 | -10,546 |
| Net result from core activities | 225,086 | 216,842 |
| Minority interests related to the net result from core activities | -2,589 | -4,711 |
| NET RESULT FROM CORE ACTIVITIES - GROUP SHARE | 222,496 | 212,131 |
| Change in the fair value of hedging instruments | 216,452 | 40,968 |
| 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 | 216,452 | 40,968 |
| Minority interests related to the result on financial instruments |
- i.e. the annual outlook presented in the 2021 universal registration document and confirmed in section 11 of the press release dated 28.10.2022.
- Deferred taxes on the unrealised capital gains relating to the buildings owned by certain subsidiaries.
Rents (gross rental income) amount to 326 million EUR, compared to 299 million EUR as at 31.12.2021, up 8.8 %, thanks to the acquisitions made between these two dates. On a like-for-like basis, gross rental income increased by 4.5 % between 31.12.2021 and 31.12.2022 (see page 86).
Rental income (after gratuities, concessions and termination indemnities – see details on the calculation of alternative performance indicators) amounts to 318 million EUR, compared to 292 million EUR as at 31.12.2021, up 8.7 % compared to 2021.
Rental income, net of rental charges (including writedowns on trade receivables of 1 million EUR) amount to 316 million EUR, compared to 292 million EUR as at 31.12.2021, up 8.2 % and higher than the outlook 1 announced last February.
Writeback of lease payments sold and discounted are in line with the outlook. Due to the expiry in 2022 of certain contracts for the assignment of receivables (including those relating to the Loi/Wet 56 and Luxembourg 40, Maire 19 and Meeûs 23 office buildings, see page 86), they will have a non-linear impact on the income statement for the financial year : 4.3 million EUR in the 1st half-year and 0.9 million EUR in the 3rd quarter will be followed by 0.9 million EUR in the 4th quarter. In 2023, only the buildings Colonel Bourg/Kolonel Bourg 124 and Nerviens/Nerviërs 105 will still generate writeback of lease payments sold and discounted, amounting to 1.4 million EUR. From 2024 onwards, the annual amount (relating to Colonel Bourg/Kolonel Bourg 124) will be around 0.6 million EUR.
As for the direct operating costs, the changes between 31.12.2021 and 31.12.2022 are in line with the outlook. The variation in corporate management costs over the same period was higher than previously anticipated, particularly in view of the costs incurred on unfinished projects due to the rapidly changing economic environment.
The operating result (before result on the portfolio) amounts to 257 million EUR, higher than the outlook, and the operating margin was 81.0 % (in line with the outlook).
Financial income is stable at 12 million EUR between 31.12.2021 and 31.12.2022, with the positive effect of income generated by finance lease receivables, because last year’s figure included non-recurring items for less than 2 million EUR booked in the 1st half-year, and linked to the 2021 contributions in kind.
Net interest charges (33 million EUR) increased by 6 million EUR, as anticipated in the outlook. The average cost of debt amounts to 1.2 %, compared with 1.1 % as at 31.12.2021, and is in line with the outlook.
The taxes are stable at 11 million EUR. The minority interests related to the net result from core activities decreased to 3 million EUR, compared to 5 million EUR as at 31.12.2021, due to the partial repayment of the mandatory convertible bonds (following the numerous disposals of insurance agencies in France) issued by Cofinimur I.
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 222 million EUR as at 31.12.2022, higher than the outlook (compared with the 212 million EUR that were made at 31.12.2021, i.e. a 5 % increase), mainly thanks to the investments made, higher than that of disposals.
The net result from core activities per share – group share amounts to 6.95 EUR (higher than the outlook, compared to 7.15 EUR as at 31.12.2021), taking into account the issuance of shares in 2021 and (non-budgeted) in 2022. The average number of shares entitled to share in the result of the period thus increased from 29,655,292 to 32,000,642 between these two dates (while it was only 31,658,358 in the 2022 outlook). The effect of disposals and capital increases on this indicator is 0.26 EUR per share and 0.59 EUR per share respectively, or 0.85 EUR per share in total.
As for the result of financial instruments, the item Change in the fair value of financial instruments amounts to 216 million EUR as at 31.12.2022, compared with 41 million EUR as at 31.12.2021. This variation is explained by the change in the anticipated interest rate curve between these two periods.
The result on the portfolio, the gains or losses on disposals of investment properties and other non-financial assets is 4 million EUR as at 31.12.2022 (compared to 8 million EUR as at 31.12.2021).
The item Changes in the fair value of investment properties is positive as at 31.12.2022 (77 million EUR vs 35 million EUR as at 31.12.2021) : the value appreciation of the healthcare property portfolios (notably in Belgium) as well as that of the office buildings located in Brussels’ Central Business District (CBD) (including the positive effect of the extension of the usufruct of the Loi/Wet 56 and Luxembourg 40 office buildings occupied by the European Commission, see page 86) more than compensated the value depreciation of certain buildings and the effect of acquisitions (mainly the difference between the price paid, including real estate transfer taxes, and the fair value determined by the independent valuers, excluding real estate transfer taxes, on acquisitions during the period). These changes are also affected (to the amount of 13 million EUR, booked in the 4th quarter of 2022) by the increase in the registration fee rate in the Netherlands (generally from 8 to 10,4 % from 01.01.2023). Without the initial effect from the changes in the scope, the changes in the fair value of investment properties are up (+1.7 %) over the year 2022.
The item Other result on the portfolio, is -40 million EUR as at 31.12.2022 (compared to -37 million EUR as at 31.12.2021), and comprises in particular the effect of changes in the scope, deferred taxes 2 and the impairment on goodwill.
The net result – group share amounts to 483 million EUR (i.e. 15.09 EUR per share) as at 31.12.2022, compared to 260 million EUR (i.e. 8.78 EUR per share) as at 31.12.2021. This growth is due to the increase in the net result from core activities – group share as well as the changes in the fair value of investment properties and hedging instruments – non-cash items – between 31.12.2021 and 31.12.2022.
| RESULT ON FINANCIAL INSTRUMENTS - GROUP SHARE | 216,937 | 40,748 |
|---|---|---|
| Gains or losses on disposals of investment properties and other non-financial assets | 4,493 | 7,768 |
| Changes in the fair value of investment properties | 77,460 | 34,506 |
| Share in the result on the portfolio of associated companies and joint ventures | -1,339 | -421 |
| Other result on the portfolio | -39,583 | -36,660 |
| Result on the portfolio | 41,031 | 5,193 |
| Minority interests related to the result on the portfolio | 2,474 | 2,265 |
| RESULT ON THE PORTFOLIO - GROUP SHARE | 43,505 | 7,458 |
| Net result | 482,568 | 263,002 |
| Minority interests | 370 | -2,666 |
| NET RESULT - GROUP SHARE | 482,938 | 260,337 |
Number of shares
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Number of shares issued | 32,877,729 | 31,695,481 |
| Number of shares outstanding (excluding treasury shares) | 32,846,154 | 31,658,358 |
| TOTAL NUMBER OF SHARES USED TO CALCULATE THE RESULT PER SHARE | 32,000,642 | 29,655,292 |
SUMMARY OF THE CONSOLIDATED ACCOUNTS
Consolidated balance sheet (x 1,000 EUR)
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| ASSETS | ||
| Non-current assets | 6,558,181 | 5,985,532 |
| Goodwill | 27,337 | 41,627 |
| Intangible assets | 2,374 | 2,487 |
| Investment properties | 6,082,541 | 5,669,990 |
| Other tangible assets | 2,357 | 2,019 |
| Non-current financial assets | 198,814 | 36,145 |
| Finance lease receivables | 161,534 | 147,999 |
| Trade receivables and other non-current assets | 1,827 | 1,687 |
| Deferred taxes | 5,593 | 3,918 |
| Participations in associated companies and joint ventures | 75,805 | 79,661 |
| Current assets | 245,385 | 191,421 |
| Assets held for sale | 117,270 | 39,846 |
| Current financial assets | 642 | 0 |
| Finance lease receivables | 4,139 | 3,667 |
| Trade receivables | 39,483 | 34,835 |
| Tax receivables and other current assets | 42,940 | 50,568 |
| Cash and cash equivalents | 19,611 | 19,857 |
| Accrued charges and deferred income | 21,299 | 42,648 |
| TOTAL ASSETS | 6,803,566 | 6,176,953 |
| SHAREHOLDERS’ EQUITY AND LIABILITIES | ||
| SHAREHOLDERS’ EQUITY | 3,666,991 | 3,287,533 |
| Shareholders’ equity attributable to shareholders of the parent company | 3,637,413 | 3,233,274 |
| Capital | 1,761,872 | 1,698,517 |
| Share premium account | 936,321 | 916,019 |
| Reserves | 456,282 | 358,402 |
| Net result of the financial year | 482,938 | 260,337 |
| Minority interests | 29,578 | 54,259 |
| LIABILITIES | 3,136,575 | 2,889,420 |
| Non-current liabilities | 2,101,636 | 1,616,425 |
| Provisions | 24,302 | 27,220 |
| Non-current financial debts | 2,000,483 | 1,467,877 |
| Other non-current financial liabilities | 15,074 | 66,305 |
| Deferred taxes | 61,776 | 55,022 |
| Current liabilities | 1,034,939 | 1,272,995 |
| Current financial debts | 880,054 | 1,100,189 |
| Other current financial liabilities | 0 | 310 |
| Trade debts and other current debts | 132,421 | 148,911 |
| Accrued charges and deferred income | 22,464 | 23,585 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 6,803,566 | 6,176,953 |
- Including buildings held for own use, development projects and assets held for sale.
- Fair value : after deduction of transaction costs (mainly transfer taxes) from the investment value of investment properties.
- Investment value : before deduction of transaction costs.
The investment value of the consolidated property portfolio 1 , as determined by the independent real estate valuers, amounts to 6,492 million EUR as at 31.12.2022, compared to 5,966 million EUR as at 31.12.2021.Its 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 31.12.2022, the fair value reaches 6,200 million EUR, compared to 5,710 million EUR as at 31.12.2021, i.e. a 9 % increase. The proportion of due rents related to the 4th quarter and actually collected on 15.02.2023 is similar to the proportion collected on 15.02.2022. 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 eight companies that will develop the eco-friendly healthcare campuses in the Land of North Rhine-Westphalia, in Germany). The item Minority interests includes the minority interests of six subsidiaries, as well as the Mandatory Convertible Bonds issued by the Cofinimur I SA subsidiary (MAAF/GMF distribution network in France).
Net Asset Value per share (in EUR)
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Net Asset Value per share | ||
| Revalued net assets per share in fair value ² after dividend distribution for the 2021 financial year | 110.74 | 96.13 |
| Revalued net assets per share in investment value ³ after dividend distribution for the 2021 financial year | 118.15 | 102.57 |
| Diluted Net Asset Value per share | ||
| Revalued diluted net assets per share in fair value ² after dividend distribution for the 2021 financial year | 109.22 | 95.51 |
| Revalued diluted net assets per share in investment value ³ after dividend distribution for the 2021 financial year | 116.50 | 101.84 |
Comments on the intrinsic value of the share
The Mandatory Convertible Bonds (MCB) issued in 2011 and 14,975 treasury shares of the stock option plan have been taken into account in the calculation of the diluted net assets per share as at 31.12.2022 because they have a dilutive impact. 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 diluted net assets per share as at 31.12.2021 because they have a dilutive impact.
X Nursing and care home - Weilerwist (DE)
105 I MANAGEMENT REPORT I SUMMARY OF THE CONSOLIDATED ACCOUNTS I Summary of quarterly consolidated accounts
1 Consolidated comprehensive result by quarter (income statement)
A. RESULTAT NET (x 1.000 EUR)
| Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | 2022 | |
|---|---|---|---|---|---|
| Rental income | 76,385 | 78,611 | 80,654 | 82,111 | 317,761 |
| Writeback of lease payments sold and discounted | 2,914 | 1,380 | 915 | 915 | 6,124 |
| Rental-related expenses | -55 | 55 | -18 | -1,349 | -1,367 |
| Net rental income | 79,244 | 80,045 | 81,551 | 81,677 | 322,518 |
| Recovery of property charges | 92 | 292 | 163 | 203 | 750 |
| Recovery income of charges and taxes normally payable by the tenant on let properties | 26,246 | 5,604 | 6,805 | 3,126 | 41,781 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | -157 | -328 | -201 | -330 | -1,016 |
| Charges and taxes normally payable by the tenant on let properties | -28,917 | -6,633 | -7,125 | -3,824 | -46,499 |
| Property result | 76,508 | 78,981 | 81,192 | 80,853 | 317,534 |
| Technical costs | -714 | -1,258 | -1,220 | -2,936 | -6,128 |
| Commercial costs | -926 | -1,027 | -1,363 | -1,044 | -4,360 |
| Taxes and charges on unlet properties | -2,270 | -272 | -532 | -891 | -3,966 |
| Property management costs | -9,016 | -7,499 | -7,277 | -8,417 | -32,209 |
| Property charges | -12,925 | -10,056 | -10,393 | -13,289 | -46,663 |
| Property operating result | 63,582 | 68,924 | 70,799 | 67,564 | 270,871 |
| Corporate management costs | -3,864 | -3,214 | -3,119 | -3,607 | -13,804 |
| Operating result before result on the portfolio | 59,718 | 65,711 | 67,681 | 63,957 | 257,067 |
| Gains or losses on disposal of investment properties | 459 | 1,366 | 273 | 2,395 | 4,493 |
| Gains or losses on disposal of other non-financial assets | 0 | 0 | 0 | 0 | 0 |
| Changes in fair value of investment properties | 47,335 | 47,640 | 20,759 | -38,275 | 77,460 |
| Other result on the portfolio | -6,700 | -11,147 | -6,860 | -14,758 | -39,466 |
| Operating result | 100,812 | 103,569 | 81,853 | 13,320 | 299,554 |
| Financial income | 2,717 | 2,810 | 2,844 | 3,132 | 11,503 |
| Net interest charges | -7,932 | -7,536 | -8,253 | -9,627 | -33,349 |
| Other financial charges | -330 | -395 | -347 | -323 | -1,395 |
| Changes in the fair value of financial assets and liabilities | 74,865 | 62,515 | 73,422 | 5,651 | 216,452 |
| Financial result | 69,319 | 57,394 | 67,666 | -1,167 | 193,211 |
| Share in the result of associates and joint ventures | 863 | -294 | 1,203 | -484 | 1,289 |
| Pre-tax result | 170,994 | 160,669 | 150,722 | 11,669 | 494,054 |
| Corporate tax | -3,295 | -2,415 | -1,931 | -3,727 | -11,368 |
| Exit tax | 0 | 0 | 0 | -118 | -118 |
| Taxes | -3,295 | -2,415 | -1,931 | -3,845 | -11,486 |
| Net result | 167,699 | 158,254 | 148,790 | 7,824 | 482,568 |
| Minority interests | -695 | -678 | -453 | 2,196 | 370 |
| NET RESULT - GROUP SHARE | 167,004 | 157,576 | 148,338 | 10,020 | 482,938 |
- The group did not publish quarterly information between 31.12.2022 and the closing date of this document. Half-yearly and annual data are subject to verification by the statutory auditor, Deloitte, Company Auditors.
106 Summary of quarterly consolidated accounts
1
B. OTHER ELEMENTS OF THE COMPREHENSIVE RESULT (x 1.000 EUR)
| Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | 2022 | |
|---|---|---|---|---|---|
| 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 | 0 | 0 | 0 | 0 | 0 |
| Currency translation differences linked to conversion of foreign activities | -142 | -297 | -660 | -31 | -1,130 |
| Other elements of the comprehensive result | -142 | -297 | -660 | -31 | -1,130 |
| Minority interests | 0 | 0 | 0 | 0 | 0 |
| OTHER ELEMENTS OF THE COMPREHENSIVE RESULT - GROUP SHARE | -142 | -297 | -660 | -31 | -1,130 |
C. COMPREHENSIVE RESULT (x 1.000 EUR)
| Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | 2022 | |
|---|---|---|---|---|---|
| Comprehensive result | 167,556 | 157,957 | 148,130 | 7,794 | 481,438 |
| Minority interests | -695 | -678 | -453 | 2,196 | 370 |
| COMPREHENSIVE RESULT - GROUP SHARE | 166,862 | 157,279 | 147,678 | 9,989 | 481,808 |
Consolidated statement of financial position (balance sheet)
ASSETS (x 1,000 EUR)
| Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | |
|---|---|---|---|---|
| Non-current assets | 6,168,007 | 6,306,664 | 6,503,656 | 6,558,181 |
| Goodwill | 41,627 | 41,627 | 41,627 | 27,337 |
| Intangible assets | 2,358 | 2,409 | 2,360 | 2,374 |
| Investment properties | 5,829,543 | 5,894,568 | 6,023,888 | 6,082,541 |
| Other tangible assets | 2,488 | 2,154 | 2,446 | 2,357 |
| Non-current financial assets | 56,350 | 135,607 | 188,742 | 198,814 |
| Finance lease receivables | 147,619 | 147,006 | 162,199 | 161,534 |
| Trade receivables and other non-current assets | 1,809 | 1,815 | 1,815 | 1,827 |
| Deferred taxes | 4,954 | 4,497 | 4,705 | 5,593 |
| Participations in associates and joint ventures | 81,259 | 76,981 | 75,874 | 75,805 |
| Current assets | 216,892 | 260,428 | 280,090 | 245,385 |
| Assets held for sale | 59,268 | 111,455 | 106,952 | 117,270 |
| Current financial assets | 240 | 750 | 1,722 | 642 |
| Finance lease receivables | 3,708 | 3,782 | 4,173 | 4,139 |
| Trade receivables | 37,525 | 38,383 | 36,912 | 39,483 |
| Tax receivables and other current assets | 38,341 | 32,637 | 67,824 | 42,940 |
| Cash and cash equivalents | 29,706 | 19,937 | 24,461 | 19,611 |
| Accrued charges and deferred income | 48,104 | 53,484 | 38,044 | 21,299 |
| TOTAL ASSETS | 6,384,899 | 6,567,092 | 6,783,746 | 6,803,566 |
SHAREHOLDERS’ EQUITY AND LIABILITIES (x 1,000 EUR)
| Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 | |
|---|---|---|---|---|
| Shareholders’ equity | 3,455,816 | 3,464,319 | 3,614,317 | 3,666,991 |
| Shareholders’ equity attributable to shareholders of the parent company | 3,401,375 | 3,427,081 | 3,574,789 | 3,637,413 |
| Capital | 1,698,517 | 1,728,316 | 1,728,316 | 1,761,872 |
| Share premium account | 916,019 | 946,861 | 946,861 | 936,321 |
| Reserves | 619,835 | 427,324 | 426,694 | 456,282 |
| Net result of the financial year | 167,004 | 324,580 | 472,918 | 482,938 |
| Minority interests | 54,441 | 37,238 | 39,528 | 29,578 |
| Liabilities | 2,929,082 | 3,102,773 | 3,169,429 | 3,136,575 |
| Non-current liabilities | 1,882,809 | 1,963,187 | 1,970,205 | 2,101,636 |
| Provisions | 21,769 | 22,143 | 22,576 | 24,302 |
| Non-current financial debts | 1,783,574 | 1,863,873 | 1,868,610 | 2,000,483 |
| Other non-current financial liabilities | 20,449 | 15,253 | 14,573 | 15,074 |
| Deferred taxes | 57,017 | 61,917 | 64,446 | 61,776 |
| Current liabilities | 1,046,273 | 1,139,587 | 1,199,224 | 1,034,939 |
| Current financial debts | 860,858 | 947,888 | 1,023,036 | 880,054 |
| Other current financial liabilities | 2,204 | 968 | 19 | 0 |
| Trade debts and other current debts | 151,770 | 163,133 | 151,894 | 132,421 |
| Accrued charges and deferred income | 31,441 | 27,598 | 24,275 | 22,464 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,384,899 | 6,567,092 | 6,783,746 | 6,803,566 |
107 I MANAGEMENT REPORT I SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS I Appropriation of statutory profits
The board of directors of the Cofinimmo group will propose to the ordinary general meeting of shareholders of 10.05.2023 to approve the annual accounts as at 31.12.2022, to allocate the result as shown in the table opposite and to distribute a gross dividend of 6.20 EUR, i.e. 4.34 EUR net per share. The dates and payment methods of the dividends are provided in the ‘Shareholder’s calendar’ (see page 183). Withholding tax is 30 % (see also section ‘Portfolio mix and outlook for withholding tax’ in the chapter ‘2023 outlook’). As at 31.12.2022, the Cofinimmo group held 31,575 treasury shares. For the 2022 financial year, the board of directors is proposing to cancel the right to dividends of those treasury shares. The distribution is based on the number of shares outstanding at the closing date of the 2022 accounts (31.12.2022). Any sale of shares held by the group, or any new shares issued can modify the distribution. After the distribution of 204 million EUR proposed for the 2022 financial year, the total amount of reserves and the statutory result of Cofinimmo SA/NV will be 156 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 812 million EUR (see chapter ‘Financial Statutory Statements’). For 2022, the consolidated net result from core activities - group share amounts to 222 million EUR and the consolidated net result - group share to 483 million EUR.The pay-out ratio amounts to 89.2 %, compared to 90.0 % in 2021. X Medical centre - Vlaardingen (NL) 6.20 EUR Gross dividend per share proposed for the 2022 financial year 89 % Pay-out ratio proposed for the 2022 financial year I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 108
Appropriations and deductions (x 1.000 EUR)
| 2022 | 2021 | |
|---|---|---|
| A. NET RESULT | 481,657 | 261,635 |
| B. TRANSFER FROM/TO RESERVES | -277,623 | -70,995 |
| Reserve for the balance of changes in the fair value of properties | -99,004 | -74,456 |
| Financial year | -99,004 | -74,456 |
| Prior years | 0 | 0 |
| Reserve for the balance of changes in the fair value of properties | 0 | 0 |
| Financial year | 0 | 0 |
| 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 | -190,735 | -38,630 |
| Financial year | -190,735 | -38,630 |
| Prior years | 0 | 0 |
| Transfer to other reserves | -20 | -51 |
| Transfer from the result carried forward of previous years | 12,136 | 42,141 |
| C. REMUNERATION OF THE CAPITAL | -133,536 | 0 |
| Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 | -133,536 | 0 |
| D. REMUNERATION OF THE CAPITAL FOR FINANCIAL YEAR - OTHER THAN C. | -70,498 | -190,640 |
| Dividends | -70,110 | -190,308 |
| Profit-sharing scheme | -388 | -332 |
| E. RESULT TO BE CARRIED FORWARD | 155,888 | 162,277 |
109 I MANAGEMENT REPORT I APPROPRIATION OF STATUTORY PROFITS I Events after 31.12.2022
Divestment of a building in the office segment (BE)
On 27.01.2023, Cofinimmo Offices SA/NV, a wholly-owned subsidiary of Cofinimmo, has divested the full ownership of a site located in a non-strategic area of its office portfolio. The transaction relates to the asset located at Mercuriusstraat 30 in Zaventem, in the Brussels periphery. The site has a surface area of approximately 6,100 m² and offers office space, a warehouse space and parking spaces in addition to its primary use as an IT data centre. The building is let at 100 %. The sale price for this site amounts to approximately 6 million EUR, and is above the latest fair value (as at 30.09.2022) as determined by Cofinimmo’s real estate valuers. This divestment is also fully in line with Cofinimmo’s ESG strategy, as it contributes to a significant reduction in the energy intensity of the group’s portfolio.
Refinancing of a credit line maturing in 2023
On 30.01.2023, Cofinimmo refinanced the last credit line maturing in 2023 and amounting to 90 million EUR for a period of 7 years.
X Nursing and care home - Oleiros (ES)
No major event which could have a significant impact on the results as at 31.12.2022 occurred after the balance sheet date.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 110
X Smaïl Sekkaï - General Accountant
Valérie Berlier - Valuation Manager
X Office building Arts/Kunst 47 - Brussels CBD (BE)
111 I MANAGEMENT REPORT I EVENTS AFTER 31.12.2022 I
2023 outlook
Assumptions - internal factors
Asset valuation
The fair value of the real estate portfolio on the projected consolidated balance sheet as at 31.12.2023 corresponds to the fair value of the overall portfolio as at 31.12.2022, plus the estimated cost of major renovations and net investments planned for 2023.
Maintenance, repairs and major renovations
The projections, produced per building, include maintenance and repair costs which are considered 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 2023 budget, Cofinimmo has set its net investment assumptions, which should represent for the 2023 financial year :
* gross investments of around 300 million EUR, detailed as follows :
- investments in healthcare real estate for an amount of 252 million EUR, resulting from the construction of new units or the extension of existing units for which the Cofinimmo group is committed (208 million EUR), but also from new investments (under due diligence for 19 million EUR and hypothetical for 25 million EUR) ;
- investments in offices for an amount of 43 million EUR, corresponding mainly to expenditure on major renovations in progress or planned, as well as the acquisition of Loi/Wet 89 (extension for joint redevelopment with Loi/Wet 85) ;
- investments in property of distribution networks in Belgium and in the Netherlands for an amount of 4 million EUR resulting from major renovations for the pubs and restaurants of the Pubstone portfolio ;
* divestments of around 300 million EUR, detailed as follows :
- approximately 85 million EUR already signed (including approximately 20 million EUR already realised after 31.12.2022, in offices and property of distribution networks) ;
- and around 215 million EUR additionally, mainly in offices ;
* and therefore net investments of the order of zero, with a neutral effect on the debt-to-assets ratio.
The future projects are detailed on pages 44-45 for healthcare real estate and on page 79 for offices.
Rents
Rent projections take into account assumptions about tenant departures for each lease contract and are analysed on a case-by-case basis. 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’s departure, as well as agent fees at the time of relocation. 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 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
Technical charges are estimated for each building, according to identified needs, the building’s age, and the type of contract they are subject to. Corporate management costs are estimated by expense type and take into account the group’s anticipated growth. The forecasted tax charge includes, estimated recurring tax charges per company, as well as the impact of expected changes in tax risks.
X Nursing and care home - Twello (NL)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 112
Assumptions - external factors
Inflation
Ongoing contracts are indexed. The inflation rate used for rent increases is between 3.2 % and 5.6 % (external data) for leases indexed in 2023, depending on the country. The sensitivity of the projections to changes 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 31.12.2022. Given the foreseen hedging instruments, the average interest rate (margins included) should be higher than the 2022 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.
Consolidated outlook
Based on currently available information and the assumptions detailed above (gross investments of 300 million EUR and divestments of 300 million EUR, these net investments having a neutral effect on the debt-to-assets ratio), and in particular the disposals carried out in 2022 and budgeted in 2023, Cofinimmo expects, barring any major unforeseen events, to achieve rental income, net of rental charges of 333 million EUR leading to a net result from core activities – group share of 228 million EUR (compared to 222 million EUR as at 31.12.2022), i.e. 6.95 EUR per share for the 2023 financial year, taking into account the prorata temporis dilutive effects of the capital increases carried out in 2022 (approximately 0.18 EUR per share) and the disposals carried out in 2022 and the ones budgeted in 2023 (approximately 0.28 EUR per share). Based on the same data and assumptions, the debt-to-assets ratio would be stable at 45.6 % as at 31.12.2023. This ratio does not take into account possible changes in fair value (which will be determined by the independent real estate valuers). A projection of the future market value of the group’s buildings is uncertain. Therefore, it would 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. Note that 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, the result of financial instruments, the result on the portfolio as well as the allocation of dividends. It should also be noted that in 2023, only the Colonel Bourg/ Kolonel Bourd 124 and Nerviens/Nerviërs 105 buildings will still generate writebacks of lease payments sold and discounted, amounting to 1.4 million EUR. From 2024 onwards, the annual amount (relating to Colonel Bourg/Kolonel Bourg 124) will amount to approximately 0.6 million EUR.# 113 I MANAGEMENT REPORT I 2023 OUTLOOK I
Dividend per share
The board of directors contemplates to offer shareholders a gross dividend of 6.20 EUR per share for the 2023 financial year (i.e. a consolidated pay-out ratio of 89 %), stable compared to 2022. This outlook is provided subject to the main risks and uncertainties stated in the chapter ‘Risk factors’. This dividend represents a gross yield of 5.7 % compared to the average market price of the share for the 2022 financial year and to a gross yield of 5.6 % compared to the net asset value of the share at 31.12.2022 (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 dividend distributed must represent at least of 80 % of Cofinimmo SA/NV’s (non-consolidated) realised net profit for 2023. In some cases, however, this article provides for a reduction in the distribution obligation, or even a lack of distribution obligation. Nevertheless, the group will exercise its option to distribute under these circumstances, within the limits set out in article 7:212 of the Belgian CCA (previously article 617 of the company code).
X CAVEAT
The projected consolidated balance sheet and income statements are projections which depend on the evolution of the real estate and financial markets. They do not provide a guarantee and have not been certified by an auditor. However, the Statutory Auditor, Deloitte Réviseurs d’Entreprises/ Bedrijfsrevisoren SC s.f.d. SCRL, represented by Mr Rik Neckebroeck, has confirmed that in his opinion, the forecast has been properly established on the basis of the assumptions made by the board of directors and that the accounting basis used is consistent with the accounting methods used by the group to prepare the financial statements.
If applicable, Cofinimmo will comply with article 24 of the royal decree of 13.07.2014, which requires, in the event that the consolidated debt-to-assets ratio passes 50 %, the creation of a financial plan and implementation schedule describing measures to ensure that this ratio does not exceed 65 % of consolidated assets. This plan must be sent to the FSMA (see also page 283).
Portfolio mix and outlook regarding the withholding tax
Based on currently available information and the assumptions detailed above, and barring any major unforeseen events, Cofinimmo expects that healthcare real estate’s share in the fair value of the consolidated portfolio would reach 74 % by the end of the 2023 financial year (compared to 70 % at the end of 2022). 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 31.12.2022 is approximately 62 %. 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.
- Set under the assumptions disclosed in sections 11 and 14 of the press release of 17.02.2023.
Breakdown of 2023 investment budget (x 1,000,000 EUR - per segment)
| 1 | 252 | 4 | 43 | 19 | 25 | 208 | |
|---|---|---|---|---|---|---|---|
| Healthcare | |||||||
| Distribution networks (capex) | |||||||
| Offices (mainly capex) | |||||||
| Healthcare – Under due diligence | |||||||
| Healthcare – Hypothetical | |||||||
| Healthcare – Committed (including capex) |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 114
6.95 EUR/share
Forecast of the 2023 net result from core activities – group share
6.20 EUR/share
Outlook of the 2023 dividend (payable in 2024)
115 I MANAGEMENT REPORT I 2023 OUTLOOK I
Statutory auditor’s report on the outlook
Dear ladies and gentlemen
We report on Net result from core activities - Group share of Cofinimmo SA/NV (‘COFINIMMO’, ‘the Company’) and its subsidiaries (together ‘the Group’) for the 12 months period ending 31 December 2023 (the ‘Profit Forecast’). The Profit Forecast, and the material assumptions upon which it is based are set out on pages 112 to 115 of the 2022 annual report of the Group (the ‘Annual Report’) issued by the Company.
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 112 to 115 of the 2022 Annual Report and is based on a forecast for the 12 months to 31 December 2023. 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 116
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, March 23, 2023.# ESG report
Table of contents
X Belliard 40 office building - Bruxelles CBD (BE)
Since February 2023, Cofinimmo is part of the Top SBTi 1.5° ESG Bond Issuers and was also included in the new Euronext Bel ESG. Cofinimmo’s 30³ project confirms its commitment to ESG and its alignment with the worldwide objective of limiting global warming.
Committed for almost 15 years to a global ESG strategy
X Jacques van Rijckevorsel, Chairman of the Board of Directors
X Jean-Pierre Hanin, Chief Executive Officer
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 reconfirmed in 2022 at COP27. 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 final energy intensity of the portfolio by 30 % to 130 kWh/m² by 2030 and is a priority for 2021 and beyond. It is complemented by relevant ESG topics in healthcare real estate 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 efforts to be made to contribute to the global objective of limiting global warming.
The energy intensity of the portfolio has fallen from 190 kWh/m² in 2017 to 158 kWh/m² in 2022 (vs. 163 kWh/m² in 2020 and 165 kWh/m² in 2021), i.e. a total reduction of 17 % 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 Disclosures (TCFD). More information of Cofinimmo’s ESG strategy, including the results of the exposure analysis to climate risks, is available on page 24.
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, including its compliance with the applicable environmental regulations, in a structured manner. In order to meet the demand of transparency coming from its stakeholders, the group has been proactive 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 2022, Cofinimmo further improved its ESG performance with the renewal of several labels and obtained several new BREEAM certifications for healthcare properties, including the first two in Germany. In addition, Cofinimmo has distinguished itself by obtaining the Sustainable Growth Award 2021 awarded in January 2022 by Euronext Brussels, rewarding the company with the strongest sustainable growth over the last decade. More recently, Cofinimmo was selected to be one of the ‘Top SBTi 1.5° ESG Bond Issuers’ and was included in the new Euronext Bel ESG Index.
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 in international capital markets.
Cofinimmo would like to thank all of its employees for contributing to its People, Planet and Profit management approach. The Sustainable Growth Award is a fantastic achievement that motivates the company and its staff to continue their efforts to construct a more sustainable environment.
‘We support the United Nations Global Compact and are committed to continuously renew our commitment to this initiative.’
Major trends and their impacts on the ESG strategy
Cofinimmo’s strategy prepares for 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. After two years of COVID-19 coronavirus pandemic, during which European governments collaborated to ensure a recovery plan for all, the European economy is now facing the terrible crisis caused by the conflict between Ukraine and Russia, which started in February 2022. This conflict has led to a major energy crisis, particularly due to of the EU’s dependence on natural gas supplies. This event happenned in an already overall rising inflation environment. Today even more than in the past, it is clear how important it is to work towards the transition to clean energies for all EU citizenships and even more for the European building stock and real estate sector. Cofinimmo positions itself as a driver for change in dealing with the challenges facing the built environment, such as climate change, sustainable water management, ageing population, increased urbanisation, and changing technologies and working practices. First the pandemic and then the armed conflict have highlighted some of the opportunities that have arisen from new trends in sustainability, such as a stronger approach to clean renewable energy and circular usage of resources.
For almost 15 years, Cofinimmo has been constructing more efficient buildings and managing them in a more cost-effective manner so as to meet tighter regulations on energy performance. Convinced that science-based climate action is the most effective way to achieve its objectives, Cofinimmo confirmed its commitment to ESG in 2020 by validating the objectives of its 30³ project through the Science-Based Targets initiative (SBTi) and by joining the Belgian Alliance for Climate Action (BACA). Cofinimmo's commitments include the company’s emissions reduction targets, its commitment to transparent environmental reporting, and the 1.5-degree scenario analysis that forms part of the company’s overall strategy.
Cofinimmo’s commitment to ESG does not stop there. It is demonstrated in the materiality analyses (developed for the first time in 2014) conducted according to the Global Reporting Initiative (GRI) guidelines, which have been reviewed and refined yearly. The 2021 review made it possible to remove realised topics as priorities. Although the company’s 30³ project remains the focus, it is supported by topics relevant to the healthcare real estate segment based on past trajectories. For example, sustainable water management, taking into account water circularity, and focusing on people, aligns with the ESG priorities of relevance in the healthcare sector.
In 2022, Cofinimmo continued its dialogue with stakeholders to ensure the highest level of transparency in its activities and objectives in terms of energy consumption reduction and resilience to climate change, including the path towards carbon neutrality. 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 its dialogue with investors, Cofinimmo has reinforced its proactive approach to ESG benchmarks and questionnaires, which are primary and objective data sources for investors. For greater transparency, as stipulated in the Task Force on Climate-related Financial Disclosures’ (TCFD) recommendations, Cofinimmo renewed its participation in the Carbon Disclosure Project in 2022. The results are publicly available and describe in detail the identified risks and opportunities associated with climate change. In addition, scaling up the effort to monitor and manage the risks and impacts related to climate change, Cofinimmo is collaborating with MSCI in order to analyse the risk exposure of its portfolio based on a scenario analysis that is in line with the recommendations provided by the TCFD. This will allow Cofinimmo to also define required action points on building resilience for its assets and positively contribute to the mitigation of climate risks. The materiality analysis, shown on the infographics opposite, consists of three circles, each representing one pillar.
Life cycle management at the heart of the value chain
Stakeholder dialogue as driver for transition
Environment
Reducing energy intensity of the portfolio
Monitoring water usage
Social
Safety of occupants
Responsible relations throughout the supply chain
Diverse, trained and healthy employees
Respect for differences and cultural diversity
Employee training
Corporate values
Employee safety and well-being
Governance
Profitability for investors and access to capital# Major Trends and Their Impacts on the ESG Strategy
The topics appearing in each of the circles 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.
Materiality Analysis
The challenges included in the company’s materiality analysis reflect the importance of these trends for both Cofinimmo and its stakeholders:
- Business ethics
- Profitability for investors and access to capital
- Governance
- Accessibility for all
- Aesthetics and diversity of districts
- Safety of occupants
- Diverse, trained and healthy employees
- Responsible supply chain relations
- Waste linked to occupation
- Construction waste
- Impact on green spaces
- Use of sustainable/ recycled materials
- ESG Strategy
- Reducing energy intensity of the portfolio
- Mobility
- Environmental Social
- Monitoring water usage
- Nature of the activity
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 9). 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 the topics are subject to strict legislation that requires companies to address them, irrespective of the perception of their importance within the company, or the fact that the 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 lower priority as compared to other subjects.
Details of the actions carried out in 2022 and future objectives are listed in a dashboard (see pages 342-345). The links between Cofinimmo’s priorities and the SDGs are listed in a cross-reference table (see pages 346-347).
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 Earth’s climate since above pre-industrial levels (Source: AR6 Climate Change 2021: The Physical Science Basis). Even if the impact of war slightly shifted priorities for businesses, environmental preservation and the challenge of climate change still list in the top three concerns of around 76 % of the real estate industry leaders. (Source: Emerging Trends in Real Estate®, Climate Change, Europe 2023, PWC & Urban Land Institute).
Following up on the targets of the Paris Agreement at COP21 and reiterated last year at COP26, COP27 aims at substantiating actions towards climate empowerment and climate change resilience at global level. It also confirmed that richer nations should fund the loss and damages incurred by developing countries. This is considered a major challenge but also an opportunity for the real estate sector. Climate change currently has, and will continue to have, an impact on the level of capital available for investing, operating costs, and the speed of obsolescence of real estate assets.
Cofinimmo’s rationale for adopting science-based climate action and joining BACA is based on three fundamental messages:
- businesses need to take more ambitious climate action now;
- only by working hand-in-hand with all stakeholders can we lead the transition to a net zero emission economy;
- science-based climate action is the most effective way to achieve the targets set.
Through the 30³ project, which aims to reduce the energy intensity of Cofinimmo’s portfolio by 30% by 2030, the group intends to take up this challenge and thus maintain the value of its assets by complying with the Paris Agreement. This project is the key to achieving the objectives validated by the Science-Based Targets initiative.
Sustainable Water Management
Water is the most valuable resource on Earth, supporting the existence of whole ecosystems, including human life and activity. Although not limited in focus to water consumption, the effects of climate change are demanding a re-think of strategy for sustainable water management that focuses on all the factors that make water such a complex and vital element for the sustainability of life.
The past year has been increasingly challenging for chronic water risk such as drought, spread all overall Europe, creating an important threat for the economic system in countries such as France and Italy. Severe drought happening during the summer of 2022 has put at threat the ecosystems of large areas in Europe and the agricultural production system. For many years United Nations agencies and projects such as FAO and the UN Global Compact (CEO Water Mandate) promote accurate information on water scarcity and water stewardship in order to ensure water security in different regions of the planet that are uniquely experiencing water distress.
The real estate sector will be challenged by the dramatic effects of water distress, but 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 drought, real estate can first protect the environment and its assets by collecting data on water consumption and conducting analysis on ordinary and extraordinary consumption, then act when required. In addition to improving data metering, concrete action involves placing buildings themselves at the centre of the solution. From permeable pavements to bioswales to green roofs, green infrastructure is one of the tools for safeguarding resources such as water.
Population Ageing
Acceleration in population ageing has an impact on current social models. This includes the increasing retirement age, the organisation of healthcare delivery, etc. The growing healthcare real estate segment has to meet the expectations of an ever-increasing part of the population. This means, providing healthcare buildings that are more accommodating of the degree of individual autonomy, combined with suitable housing.
But what are the population projections for the EU-27? Between 2020 and 2080, the share of population of those working age is expected to decline steadily until 2060 before stabilising somewhat, while seniors will likely account for an increasing share of the total population. Those aged 65 years or over accounted for 20.6 % in 2020. This percentage is expected to 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, January 2022 data).
This trend is reflected in Cofinimmo’s core strategy, which, through its healthcare real estate segment, aims to meet the needs of society, specifically: offering housing to seniors, whether ill, disabled or in rehabilitation; 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 and Space Affordability
According to the most recent studies of the European Commission - Joint Research Centre (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 called growing urbanisation is in fact already happening, with 75% of the global population currently living in urban areas. Moreover, JRC projections to 2030 show that most major European 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. Inflation in general and rising energy prices in particular are raising concerns about the affordability of rentable spaces. According to a recent study, landlords, but also developers and investors, are increasingly concerned about the impact of rising inflation on tenants (Source: Emerging Trends in Real Estate®, Climate Change, Europe 2023, PWC & Urban Land Institute).
When discussing these social aspects, the provision of community spaces has been a top priority during 2022. This phenomenon has an impact on the way real estate is perceived. One of the consequences is, 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.
Accessibility for All
In the context of an increasing urban population, pollution, and the fight against GHG emissions, mobility is beginning to be rethought. Cities such as Paris, Brussels, Antwerp, and Gent are starting to restrict the most high-emission vehicles. Public transport companies are moving to electric vehicles. Initiatives are being taken to promote micro-transport such as sharing less-polluting bicycles, electric mopeds, or scooters.# ESG EPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY
Transportation is intended to be multimodal, flexible, and scalable according to actual travel needs. Aware of this challenge, Cofinimmo is expanding its transportation initiatives by testing shared vehicle solutions and by setting up infrastructures for cyclists in its buildings. The trend is also impacting real estate. The number of authorised parking spaces is decreasing in order to push overstaying 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.
With accessibility being linked to transport, 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 senior citizens who might feel excluded from society, due to their age and their physical distance from decision-making infrastructures. Ensuring accessibility to assets allows occupants to mix with the outside population, which in turn will help minimise their feelings of exclusion.
The Sharing Economy
Society's increasing awareness of the importance of limiting carbon footprint, as well as the search for a more efficient and reasoned use of physical and financial resources, has lead a growing number of individuals and companies to embrace the principles of the sharing economy. Actors 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 it avoids certain investment costs.
125 I ESG EPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY I
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. Continuing the trend started in 2021, in 2022 most companies have continued applying teleworking systems, formalizing the trend towards flexible working models in well-structured and agreed policies between the company and its employees. In addition to more flexible organisation of working hours, some companies will also reduce their footprint in order to cut costs. However, office tenants are still seeking to expand space for new forms of collaboration and interaction, while respecting coronavirus sanitary 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 seniors in the form of assisted-living units. Well aware of this issue, Cofinimmo is innovating by creating shared spaces in office buildings such as Lounge® shared meeting rooms or Flex Corner®.
The Circular Economy
Natural resources are limited. As a result of NGO lobbying, circular economy initiatives are being promoted and even subsidised by the European Commission, as well as among certain countries, regions, and cities in Europe. This is to limit waste and increase the rate at which materials are reused. Aware of its impact during (re)development works, Cofinimmo seeks to select sustainable materials that can be easily recycled or, preferably, reused.
Life cycle analysis is a powerful tool to understand the impacts that the construction and operation 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 materials generated at a building’s end of life 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.
Health and Safety
In the countries where Cofinimmo is active, there is a gradual decrease in the proportion of working people due to population ageing, and lower birth rates. This phenomenon is expected to accelerate by 2030. This situation is gradually leading to a fight for talent 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 provide for the safety and wellbeing of its clients in all its buildings. Innovative infrastructure is therefore made available through its partners. In particular, they comprise of concierge-type services much like those found in the hotel industry. This includes, for example, leisure and relaxation areas, fitness centres, and 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 pandemic, health and well-being has become more important factors in all areas of real estate. The industry has already started implementing structural improvement to meet higher standards in terms of cleanliness and safety for tenants and for customers to feel safe enough to return to office buildings and pubs/restaurants. This focus on personal security will lead to new services and technologies, which will enable the development of cleaner buildings, improved ventilation systems, sensors, contactless entry, and contact tracing applications. Every effort is made to ensure a healthy and pleasant environment, and thus ensure occupants’ mental and physical well-being.
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. Today, technology makes it possible to go beyond the automation of repetitive tasks and provides support for more complex intellectual processes, customer relations, equipment maintenance, the management of breakdowns and energy management. Cofinimmo integrates these new technologies when renovating its buildings. The aim is to manage energy more efficiently, and in doing so, reduce GHG emissions.
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 have proven 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 come back to the office in a safe environment, which complies with current Belgian regulations to prevent the spread of COVID-19.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 126
Evolving Technology in Healthcare
Technology is fuelling a gradual shift from curative to preventive medicine. The Internet of Medical Things (IoMT) is enabling a new approach to healthcare management, giving doctors a more dynamic view of their patients’ health and, if necessary, adjusting 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 metrics. 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 replace in-person visits, telehealth is redefining 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 alternate purposes, such as storage units 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 the ageing population, which nevertheless remains very independent: 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.
127 I ESG EPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY I
Financing
Cofinimmo’s mission is to provide shareholders with the opportunity to make long-term, socially responsible, and low risk investments that generate recurring, predictable, and growing income streams that fuel dividends as well as returns to the community. It must also maintain ready access to financing sources that are sufficiently diversified and at the lowest possible cost to reduce refinancing risks at debt maturity and to ensure the company’s viability.
In May 2020, Cofinimmo reviewed its sustainable financing framework to incorporate the latest trends in the financing of sustainable assets.# Life cycle management at the heart of the value chain
The list of assets selected for each financing operation is available in section ‘Report on the indicators for the green & social portfolio' of this document.
Skills
To implement projects with a positive environmental impact, whether it be the extension of a nursing and care home or the conversion of an office building, Cofinimmo applies an ISO 14001:2015-certified environmental management system that covers the life cycle of its portfolio (including its head office). ISO 14001 certification of Cofinimmo’s environmental management system was renewed for the fourth consecutive time on 30.07.2020, and the compliance of Cofinimmo’s environmental management system with ISO 14001 was reaffirmed through a follow-up audit in July 2022. This certification was granted for the first time in 2008 and has been consistently renewed since. It ensures not only that the Cofinimmo group has an environmental management system in place, but also that the environmental aspects of its activities, including its compliance with the applicable environmental regulations, are managed in a systematic manner.
The levers applied at the different stages of the assets’ life cycle vary by business segment (see table below).
| Business segment | Acquisition | Design | Construction | Commercial management | Property management | Development |
|---|---|---|---|---|---|---|
| Healthcare real estate | high | high | high | high | high | high |
| Distribution networks* | medium | low | low | medium | medium | low |
| Offices | medium | medium | medium | high | high | medium |
*this only encompasses healthcare operators.
Cofinimmo’s influence is described in detail and by segment in the management report (see pages 42, 69 and 77).
Life cycle analysis and materials management
Cofinimmo aims to integrate lifecycle analysis as a guiding principle in all its activities, herein including acquisitions, development and management of buildings. In particular for new constructions and renovations in the portfolio, in 2022, Cofinimmo has continued boosting its efforts in implementing a structured procedure for life cycle analysis (LCA). The comparative analysis of existing LCA reports conducted in 2021 added a set of indicators to the definition that have been included in a tender document, which will help the operational team into liaising with the technical experts conducting LCAs on new projects and renovation. Such an approach and first step will ensure a certain level of comparability that in the long term will help to have a clear view on the embodied carbon and the overall environmental impact of the group's development activities.
Financing, expertise, life-cycle analysis and sustainable materials management that have a positive impact on customer relations over the long term.
3 property of distribution networks
71 insurance agencies
867 pubs / restaurants
57 office buildings
227 tenants
± 22,000 occupants
300 healthcare real estate
± 28.700 beds
73* groups of operator- tenants
3.1 billion EUR debt
Financial capital
2,122 suppliers
161 employees
3.7 billion EUR equity
Human capital
Value Chain
| Acquisition | Development | Commercial management | Property management | Design | Construction | Waste | Reuse-recycle | Transport | Use | Raw materials | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cofinimmo’s influence | low | high | high | high | high | high | |||||
| Quantification | 40 acquisitions | 26 projects | 7,658 interventions | 10 projects | 4 projects | 79 deals |
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.
LCA Stages:
- A1: Extract raw materials
- A2: Transport to factory
- A3: Manufacture of products
- A4: Transport to site
- A5: Manufacture of products
- B1-B5: Operational emissions
- B6-B7: Maintain the building
- C1: Demolish the building
- C2: Haul away waste materials
- C3: Waste processing
- C4: Landfill
The LCA procedure includes: defining a set of common building elements for all projects; understanding the operational stage of a building to ensure a complete LCA; and establishing consistent building life span for all LCA projects. This ensures that all LCAs done for Cofinimmo’s development projects are based on consistent and comparable information for each building. Cofinimmo’s approach also considers buildings’ 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 of a building’s components prior to starting works on the site.
Did you know that...
... Cofinimmo joined forces together with contractor Orbix in the implementation of a new technology that could revolutionize the construction industry in its renovation project of OVAM’s headquarters in Mechelen. This is Carbstone® technology, which promotes the circular use of a particular residual waste of the construction industry. Indeed, Carbstone® uses metal slag of steel, a residual waste from steel production, and combines it with CO₂, which functions as a binder, to create an innovative material which replaces cement. The entire process allows to recycle residual waste, and mostly to capture, reuse and store CO₂. One cubic metre of bricks can store 350 kg of CO₂, which would otherwise have been released in the atmosphere. As the construction industry is a large emitter and pollutant industry, a new technology that re-employs waste for creating sustainable bricks, avoiding the production of cement, is a great opportunity for the protection of the environment as well as of human economic activities. Research and development, and the possibility to see opportunity in risks, are the driving force in a changing climate.
Carbon footprint of Cofinimmo's head office
The total carbon footprint of Cofinimmo’s head office, including direct and indirect emissions associated with infrastructure and transportation, as well as indirect emissions associated with waste and equipment, has been tracked since 2009. In 2022, the total footprint was 689 tonnes CO₂e (+19 % compared to 2009 and +28 % compared to 2020, but +5 % compared to 2019, i.e. compared to the pre-COVID-19 level). Indeed, the pandemic continues to have a significant impact on transportation-related emissions given teleworking arrangements. The carbon footprint per FTE amounts to 4.4 tonnes CO₂e/FTE, a reduction of -24 % compared to 2009. A green mobility policy is in place to further reduce transportation-related emissions, thus contributing to the objective of reducing GHG emissions in scopes 1 and 2 by 50 % by 2030, below 2018 levels, as validated by the Science Based Targets initiative. More details can be found in the chapter ‘EPRA performance indicators’ (see pages 332 and 334).
Scopes 1, 2 & 3
| Cofinimmo's head office - Footprint per scope in 2022 (% emissions in tonnes CO₂e) |
|---|
| Scope 1: 46% |
| Scope 3: 54% |
| Scope 2: 0% |
- Upstream from scopes 1 & 2: 21%
- Visitors: < 1%
- Commutes: 5.7%
- Business trips: 6.5%
- Waste: < 1%
- Paper purchase: < 1%
- Equipments: 66%
GHG Protocol: Understanding Cofinimmo’s emissions
Cofinimmo has been reporting its scope 1, 2 and 3 emissions in a consolidated way from now almost 10 years, using GHG protocol as a reference standard for measuring, managing, and reporting emissions. As shown, Cofinimmo opts for an operational control approach. This allows Cofinimmo to differentiate between the portfolio which is directly managed and the one that is not. While the former constitutes direct (Scope 1) and indirect (Scope 2) energy-related emissions, the latter consists of only indirect (Scope 3) emissions. In total, Cofinimmo aligns its reporting to three standards, i.e. the GHG protocol, EPRA sBPR, and the GRI. Working for alignment helps not only at a corporate level but also for the purpose of harmonization toward a level of carbon accounting that equals the financial one. As research evolves on GHG emissions and their calculation, so does carbon accounting. The GHG protocol represents an essential reference for the standardization of carbon accounting toward higher transparency. A higher transparency would eventually increase awareness on how to positively contribute to emissions’ reduction.# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 132
SCOPE 1 DIRECT EMISSIONS FROM DIRECTLY MANAGED PORTFOLIO
- Single- tenant offices
- Healthcare real estate
- Distribution networks
- PPP/ financial leases
SCOPE 2 INDIRECT EMISSIONS FROM DIRECTLY MANAGED PORTFOLIO
- Medical office buildings
- Multi-tenant offices
- District heating
- District heating
- Electricity consumption
- Electricity consumption
- Fossil fuel consumption
- Fossil fuel consumption
- Other categories linked to head office only
- Capital goods
- Visitors
- Business trips
- Waste, paper purchase
- Commuting
- Energy related (upstream scopes 1&2)
SCOPE 3 INDIRECT EMISSIONS FROM INDIRECTLY MANAGED PORTFOLIO
INDIRECT EMISSIONS FROM INDIRECTLY MANAGED PORTFOLIO
INDIRECT EMISSIONS LINKED TO PURCHASED ENERGY
DIRECT EMISSIONS
INDIRECT EMISSIONS LINKED TO LEASED ASSETS
- Fuel for fleet
- Head office
Directly managed portfolio
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.
Stakeholder dialogue as driver for transition
From the initial design and permit application stages, Cofinimmo organises consultation meetings with local residents, government, and businesses, etc. The aim is to strike a balance between the various stakeholder interests, by recognising the importance of protected natural areas, heritage conservation, local traffic, retail activity, residents’ well-being, etc. It also considers the needs of future occupants and the level of profitability required to compensate its investment.
In buildings’ operational phase, Cofinimmo meets regularly with its clients to assess their needs and satisfaction levels.
Cofinimmo attaches great importance to the motivation and commitment of its employees and collaborators. It encourages, among other things, transparent and proactive communication and a culture of empowerment in which staff members help define the company’s objectives and work together to achieve them. This collaborative approach promotes a spirit of open feedback and features coaching and individual and team training. As a responsible employer, Cofinimmo is attentive to the well-being of its staff, encouraging healthy diets, physical exercise and 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 individual 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 is responsible for identifying and interacting with its respective stakeholders. The company’s good conduct code provides guidelines for all employees. The communication department is available to guide and assist departments, as needed, in their stakeholder dialogue.
Cofinimmo strives to improve exchanges with each stakeholder on key issues relating to its activities, and to consider them in its decision-making processes. The company firmly believes that the stakeholder involvement is essential for innovation and to ensure long-term success. But who are Cofinimmo’s key stakeholders ?
X Xavier Ghislain - Senior Property Manager X Trône/Troon 100 - Brussels CBD (BE)
Shareholders and investors
- Individual or institutional shareholders and financial institutions
As a listed company, Cofinimmo has a duty to have a transparent dialogue with its investors and to ensure the same information is available to all. The people primarily responsible for this dialogue are the members of the executive committee and, more specifically, the CEO and the CFO, assisted by external communication, finance, and ESG departments.
In 2022, Cofinimmo participated in about 30 roadshows, conferences, and other events bringing the company and investors together. During these roadshows/conferences, company representatives were able to meet more than 200 institutional investors and to answer 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 goal for the commercial staff is to meet the needs expressed by the client before a space is leased. Property managers, on the other hand, seek to ensure the client’s comfort and satisfaction throughout their occupancy of the building. If necessary, the project management team is available to carry out improvement works on tenants’ premises or, for healthcare real estate, to initiate structural projects.
In the healthcare real estate segment, the client also receives regular 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 lack 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 operators-tenants in the healthcare segment. The objective of the survey was, among others, to better understand the level of satisfaction of the operators with regard to the performance of the buildings they manage. Through this survey, Cofinimmo sought to strengthen the dialogue with tenants in the healthcare real estate segment to understand their ESG priorities for building management. Using a Net Promoter Score (NPS), the results showed that operators are mostly promoters of Cofinimmo and largely satisfied with the landlord-tenant relationship, and that the most important ESG aspects are energy intensity, health and safety and business ethics. These results will be part of a focused action plan to make sure tenant feedback is considered in the overall strategy. In order to understand the evolution of operators’ satisfaction but also the evolution of their needs and priorities in terms of ESG and beyond, Cofinimmo plans to conduct the same survey each two years.
In the office segment, the clients meet with a Cofinimmo employee in person at least once a year. Often, there are quarterly and even more frequent contact if telephone conversations and e-mails are included. The client can also contact the company via the service desk, which is available 24/7. In 2022, the service desk responded to 7,658 client requests. This number is higher than the previous year, which is explained by the gradual return to buildings by occupants, which occurred after the, albeit cautious, relaxation 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 161 permanent staff, employees have regular contacts with the human resources manager and one of the members of the executive committee. Informational meetings and informal consultations, open to all employees, are regularly organised and facilitate discussion with members of the executive committee. The individual performance reviews provide an opportunity to discuss expectations, roles and objectives more formally. At the end of 2021, Cofinimmo switched to a ‘performance preview’ system, where employees are empowered to propose their own contributions toward achieving the company’s strategic objectives. The system of two reviews per year was 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.
In 2022, after the submission of a survey aimed at defining personality traits of Cofinimmo’s employees, Cofinimmo put together a working group where a diverse group of employees worked together to analyse the results of the survey and to extract a common denominator of values, reflecting high ethical standards. These are summarized in ‘we care, we connect, we commit’.
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 absence of a trade union, Cofinimmo is committed to managing reorganisations responsibly. For all operational changes impacting multiple people, applicable legislation mandates a minimum notice period of six weeks. No reorganisation involving job losses has taken place within the group in recent years.
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 134
Suppliers of goods and services
- Developers, contractors, service providers, facility managers, real estate agents, solicitors, consultants
Cofinimmo works with more than 2,000 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 the suppliers of goods and services. In the design phase of a building being (re)developed, Cofinimmo organises meetings with architects and, where appropriate, contractors. In the construction phase, weekly site meetings are held to assess the progress, make decisions on issues that arise as a result of unforeseen factors, and ensure the safety of all involved.# ESG REPORT I STAKEHOLDER DIALOGUE
In the operation phase, Cofinimmo meets monthly with the companies overseeing the maintenance of its buildings’ technical installations. These meetings are an opportunity to, among other things, discuss how best to ensure occupant comfort and technician safety, carry out system maintenance, and reduce 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 economic life in its operating countries, most notably through the payment of taxes and duties. Both operational and finance teams maintain relationships with public supervisory bodies to ensure the proper payment of taxes and the publication of transparent financial. 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 financial statement audits, etc.
Media, financial analysts
In addition to Cofinimmo’s annual and half-yearly financial reports, the company published 57 press releases in 2022, all of which are made available to interested parties in the financial world. This information is published in three languages (French, Dutch and English) on the company’s website. Press releases relating to operations in Germany, Spain, Italy and Finland are also published in German, Spanish, Italian, Finnish and Swedish, respectively. To follow the volatility and impact of social media, Cofinimmo is active on Twitter and LinkedIn. Together these accounts have reached 13,566 followers. In 2021, Cofinimmo published 145 posts on LinkedIn and 52 posts on Twitter. Finally, 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, civic associations, etc.
Cofinimmo pays close attention to its impact on civil society. To monitor this impact, Cofinimmo regularly takes part in conferences related to its activities, participated in interviews with journalists and helps university students in their academic work. The company is also a member of associations such as The Shift, which brings together businesses and NGOs. These forums provide an opportunity to reflect on ways to improve the company’s sustainability policies. ‘The Shift is the national contact point for the World Business Council for Sustainable Development (WBCSD) and the UN Global Compact (UNGC). Over 560 organisations from different sectors are members of this network, including businesses, NGOs, associations, universities, public bodies and other key players in society.’
135 I ESG REPORT I STAKEHOLDER DIALOGUE I
Stakeholders : expectations and responses
| Stakeholders | Expectations | Responses |
|---|---|---|
| SHAREHOLDERS AND INVESTORS individual and institutional shareholders, financial institutions | • 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 repayment of the debt and payment of interests. |
• A clear investment policy in the three business segments : healthcare real estate, distribution networks and PPP, and offices ; • Seeking 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 in investor fairs, general meeting, etc. ; • Full application of the corporate governance code. |
| CUSTOMERS AND OCCUPANTS healthcare real estate operators, retailers, public services, office tenants and other occupants | • A building that meets the specific needs of their activities ; • The ability to innovate in order to meet changing needs ; • Rents in line with their financial potential and clear information on their rights prior to the signature of a lease ; • Control of rental-related expenses ; • A trustworthy, stable landlord ; • Sustainable buildings which guarantee security and comfort. |
• A team of professionals active in various real estate fields : commercial representatives to fully understand customers’ needs, project managers to ensure the buildings’ construction quality, property managers to ensure efficient management of buildings in operation, and control of rental expenses. • A commercial offer with clear and transparent clauses. |
| EMPLOYEES | • Pleasant working conditions ; • Fair treatment ; • A guaranteed, stable and attractive wage grid ; • A skills development plan (training, career prospects, etc.) ; • Management with strong ethical values, a sense of leadership and the ability to listen. |
• A policy on good conduct ; • Wage conditions that ensure a fair, appropriate and comfortable standard of living and salary development protecting staff 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. |
| 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’ staff. |
• A supplier code of conduct • 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 effect, particularly those governing town planning and environment ; • Open dialogue through professional associations ; • Compliance with public space planning rules. |
• Financial publications and press releases that meet regulatory requirements ; • Timely transmission of information on the transactions carried out to enable the supervisory authority to review them without undue haste ; • Compliance with the legislation and procedures in effect, and the forms required by the authorities. |
| MEDIA, FINANCIAL ANALYSTS | • Accurate, reliable information and timely dissemination. | • Annual reports, press releases and other publications ; • Participation in interviews, round tables, debates and roadshows ; • Press conferences ; • ESG ratings and references. |
| CIVIL SOCIETY, LOCAL COMMUNITIES local residents, civil society associations, etc. | • Responsiveness to society’s actual real estate needs ; • A contribution to citizens’ well-being ; • Improvement in 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. |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 136
137 I ESG REPORT I ENVIRONMENT I
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.
Reducing energy intensity of the portfolio
In 2021, the European Commission renewed its commitment to reducing GHG emissions by adopting its ‘Fit for 55’ Plan. Building and renovating in an energy and resource-efficient way is one of the policies that will bring about major changes to help transform the EU economy for a sustainable future. Cofinimmo, a major player in European real estate, has demonstrated its commitment to ESG for almost 15 years. The company remains convinced that it is possible to achieve a carbon-neutral society by 2050 while serving the interests of its stakeholders. Cofinimmo’s 30³ project is part of this approach. The project has been validated by the Science Based Targets initiative (SBTi) and contributes directly to the company’s objective of reducing GHG emissions. The objective of this ambitious project is to reduce the energy intensity by 30 % (below 2017 level) to reach 130 kWh/m² by 2030. To achieve this objective, a 360-degree approach will be applied, taking into account the entire life cycle of buildings, as well as scopes 1, 2 and 3. This corporate project applies to both the office and healthcare real estate segments, as well as all activities under the company’s direct management, such as disposals and acquisitions, development projects, project management, and day-to-day building management.
Around 2,000 companies worldwide have targets validated by SBTi. The 2030 target has been set and an assessment is carried out annually to ensure that the commitments are met. Cofinimmo is also actively working to set up its objectives for 2050. Several intermediate targets will be set with a view to ensure objectives are achieved by 2050, or even sooner.# Monitor
Reducing energy intensity starts by better understanding the portfolio of buildings. With this in mind, Cofinimmo is gradually, and more effectively, recording buildings' energy consumption. The action plan, implemented in the multi-tenant office segment since 2013, was completed in 2018. As a result, these buildings are now equipped with remotely readable meters connecting the facilities to the energy accounting software. Some operators in the healthcare real estate portfolio have taken similar approaches to automatically record their energy consumption. This general approach is being pursued for the healthcare real estate and the single-tenant office segments with a view to equip 75% of the portfolio in the healthcare real estate and office segments with automatic consumption records. In 2022, the healthcare segment achieved the portfolio goal of 75% in comparison with coverage of 14% in 2021.
Cofinimmo believes that landlords and tenants have a shared interest in reducing the environmental impact of rented space. Building occupants are responsible for managing their own energy consumption. Nevertheless, Cofinimmo raises tenants’ awareness through sustainable collaboration agreements which enable the sharing of consumption data and the implementation of initiatives to reduce consumption. When appropriate, these agreements are formalised by a green clause, a green charter, a proxy, or, for existing leases, a simple exchange of emails. Since 2020, a green clause has been included in all new leases. All consumption data from the shared spaces under Cofinimmo’s management, as well as the private consumption data voluntarily provided by different tenants, is collected within the energy accounting software. As at 31.12.2022, 75 tenants have accepted a sustainable collaboration agreement so that energy consumption data is available for 71% of the portfolio. Energy intensity and GHG emissions data is provided in chapter ‘Key EPRA Performance Indicators’ (see pages 326-334).
- 5.5% Renovation of the portfolio (excluding new constructions, extensions and acquisitions) for 2027.
- 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 2023).
Prevent
What is the best way to participate in global efforts to reduce GHG emissions in the real estate sector? Cofinimmo aims to reduce energy consumption through redevelopment or major renovation of its portfolio (5.4% of total assets in 2022). The company strives to do as much as possible in terms of energy intensity, often going beyond legal requirements while maintaining desired profitability. Efforts taken to reduce consumption differ by sector, but the general approach is to limit the use of fossil fuels.
In 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 most buildings. This enables Cofinimmo to influence energy consumption once the building is occupied. In the portfolio under operational control, opportunities for emissions reduction go beyond renovations. A five-year plan ensures that maintenance work is targeted toward reducing the portfolio’s energy intensity. In 2022, a net zero roadmap has been established in order to facilitate 25 energy audits for strategic assets. Operational management aims to proactively improve the energy performance of buildings in collaboration with technical maintenance companies.
Renewable energy
While reducing and limiting energy consumption remains a necessity, an overarching global goal is to increase the share of renewable energy. To this end, Cofinimmo has signed a contract for the supply of electricity from renewable sources for areas under its operational control in both the healthcare real estate and office segments. Electricity delivered under this contract is produced off-site, thus GHG emissions are reduced to zero. Photovoltaic panels are installed in 51 buildings, and, combined, produce 3,594 MWh per year.
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 for Belgian organisations, regardless of their size or sector of activity, that want to reduce their GHG emissions, raise their climate ambitions and use science-based targets to achieve their climate objectives. By joining the organisation, around 100 organisations in Belgium have committed 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 continue their efforts to limit the increase to 1.5°C. WWF, a co-founder of the Science Based Targets initiative, will provide expertise to the alliance members on target setting and will liaise with other climate alliances around the world.
Cofinimmo has increased its ESG ambitions by launching its 30³ project. The project objectives were established using the SBT methodology, according to which the group was able to objectify the effort to be made to contribute to the global objective of limiting global warming to 1.5 degrees. This project follows the many ESG initiatives pursued by Cofinimmo almost 15 years ago and is in line with the Paris Agreement as initiated at COP21.
To limit the financial risk associated with climate change, Cofinimmo applies a seven-level approach:
- 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.
X Nursing and care home - Oleiros (ES)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 138
I ESG REPORT I ENVIRONMENT I
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 programme 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.
Monitoring water usage
Challenges related to water management, and more specifically access to drinking water, are no longer limited to developing countries. Indeed, climate change impacts variability in the water cycle and its extremes all over the world. Europe has experienced very real effects of climate change in recent years, with summers marked by a combination of severe droughts and extremely violent floods. This situation calls for political action to introduce regulations on water use, wastewater treatment, and land use. In addition to regulations, sustainable certifications such as BREEAM address these issues, from environmental responsibility and well-being perspectives. These changes impact the company’s portfolio in terms of both its construction and management and require certain improvements. Water cannot be reused, for example, without the installation of water tanks. The group’s action is not limited to specialised equipment, however.
Measure and act
Following the installation of remotely readable energy meters, Cofinimmo went on to equip buildings’ water meters with a remote connection. In addition to measuring water consumption, the meters are designed to trigger an action when a discrepancy is detected. A simple algorithm detects anomalies in water consumption and sends an alarm to the building manager for further analysis to identify the source of the problem. The paradox of water consumption, whether in healthcare real estate or in offices, is that bills are relatively low for normal use, but can increase exponentially in the event of a leak. Indeed, a seemingly minor drip can lead very quickly to thousands of liters of water lost.
What does it take to minimise water consumption?
The process of minimising water consumption takes place not only within the building but also outside. In the building, limiting water consumption is related to installed appliances, and human behaviour. As for the former, there exist specific installations for different water usages (e.g. sanitary appliances, including toilets, taps, showers, and kitchens). For example, low-flow sanitary equipment is standard practice now to limit the consumption of flush, while other installation types such as waterless toilets are future-oriented installations. Together with appliances, it is important to recognize that not all these water-saving measures work independently from one pivotal aspect, human behaviour. Academic research shows that influencing human behaviour can be successful in reducing water consumption. Very interestingly, data-driven personalised messages about people’s actual water use can influence water conservation. Showing people their attitude behavior discrepancies evokes a feeling of discomfort, triggering water conservation as people may experience a cognitive dissonance between this feedback information and how they perceive themselves, or how they want others to view them. It still needs to be explored whether such changes in behaviour are only temporary or have lasting effect.# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 140
Apply circularity to water management By definition, a circular economy is restorative or regenerative by intention and design. If applied to water, the circular principles allow to recuperate water and reuse it in the system for different purposes as a possible solution to water scarcity. One of the most common systems is rainwater capture, which is not yet economically or structurally viable in all cases but is part of the feasibility criteria for new constructions. Through rainwater recuperation, the rainwater falling on the roof of the building is collected in a rainwater tank, which is connected to an infiltration installation and, based on the depth of the treatment procedures, it can be reused either for non-potable or drinking water usage. Another process that constitutes an upcycling of water is the treatment and reuse of black water and grey water for low or high-grade applications. In this case, water originated from toilet flushes (black water), and the water originated from house appliances such as dishwashers or kitchens (grey water), are then treated one or multiple times based on the end-use des- tination, building a closed system of water usage. Companies, like Cofinimmo, that are already thinking about new social trends and integrating these into their strategy will be one step ahead of companies that opt for a wait-and-see approach.
Rainwater falling on the roof is captured in a rainwater tank. The overflow of the rainwater tank is connected to an infiltration installation. Rainwater is treated by a coarse filter, a fine filter and an active carbon cartridge (simple treatment) to remove suspended solids and colour. Part of this water is reused for toilet flushing, cleaning and irrigation. The rest of the available rainwater undergoes advanced treatment to produce drinking water, which is used for all other applications. If enough rainwater is captured, the building can be totally independent of the drinking water distribution network.

141 I ESG REPORT I ENVIRONMENT I I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 142
Safety of occupants In today’s society, guaranteeing safety within buildings is part of expectations. In addition to functional requirements, build- ings must contribute to the health of the users. New certifica- tions and benchmarks underpin this shift, making it essential for Cofinimmo’s buildings to meet these expectations.
Characteristics of the building
Both construction choices and maintenance quality impact the safety of building occupants. The presence of unverified haz- ardous materials, non-compliance with safety standards and inadequate ventilation systems can all affect occupants’ health. Cofinimmo systematically analyses all elements likely to impact on public health. The due diligence process includes a com- pulsory analysis of the presence of asbestos, soil pollution and aspects relating to fire-fighting and fire prevention and access- ibility services for people with reduced mobility. The asbestos risk is closely monitored for older buildings in the portfolio. Asbestos present in buildings is usually encapsulated in the materials. In the event of deterioration, these materials are removed in accordance with legal requirements to ensure individual safety.
Internal and external facilities
The impact of nature on physical or mental health is well estab- lished, whether through the quality of the environment in which we live (presence of green spaces and landscaping), the quality of the air we breathe or even biodiversity. This is why Cofinimmo always seeks to provide green spaces to its occupants and pays particular attention to biodiversity whenever initiating a new project, whether in the healthcare real estate or office segments. At the same level the surroundings have a positive impact on fighting loneliness in the healthcare segment. In the Fundis pro- ject, onsite services like a dentist or a pharmacy facilitate visits by family members as they combine visits to occupants with those other services.
Real estate’s impact on the external environment is increasingly well managed. But what about its impact on the internal environment ?
X Office building
The Gradient - Brussels decentralised (BE)
93 % of the directly managed portfolio has 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 %)
| Category | No traces of asbestos | Traces of encapsulated asbestos |
|---|---|---|
| Healthcare real estate | 65% | 35% |
| Distribution networks | 57% | 43% |
| PPP and others | 64% | 36% |
| Office | 66% | 34% |
| Global portfolio | 100% | 0% |
Note: The table above represents the breakdown of asbestos management across different real estate segments. The percentages indicate the proportion of buildings within each segment that fall into either "No traces of asbestos" or "Traces of encapsulated asbestos" categories.
143 I ESG REPORT I SOCIAL I
Responsible relations throughout the supply chain These operating principles apply to all of Cofinimmo’s operating segments and in all countries where the company is active.
Policy on social aspects
Cofinimmo always seeks to treat its suppliers fairly during pur- chase negotiations, placing 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 goes hand in hand with strict monitoring of these subcontracting operations. That is why in 2022 Cofinimmo enhanced its commitment through the publication of a supplier code of conduct. Each project manager and property manager is responsible for the application of the supplier code of conduct as regards the relationship with suppli- ers. The supplier code of conduct 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 Develop- ment and the United Nations Convention against Corruption. Through its values and its activities, Cofinimmo seeks to live up to its fundamental responsibilities regarding human rights, employment, the environment and the fight against corruption.
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 local youth is required for each work site and must be implemented by the general contractor. The monitoring and reporting of accidents on the work site is the responsibility of each subcontractor in its capacity as employer. There were no accidents with fatal consequences on Cofinimmo’s work sites in 2022.
Safety on site
In the context of large-scale renovations, Cofinimmo’s employees are trained in safety coordination and identify and monitor the risks and preventive measures to be implemented for each work site. Cofinimmo also relies on external safety coordinators as the workload requires. Safety coordinators provide each worker with an introduction to work site safety, and monitor compliance with safety instructions. Safety is included in the agenda of weekly work site meetings. In accordance with European directives, these measures are applied in all countries where Cofinimmo is active. 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.
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.
- No cases of misappropriation were identified.
- No cases of wrongdoing in calls for tenders were identified.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 144
Respect for differences and cultural diversity Diversity within Cofinimmo is reflected in initiatives dealing with recruitment, staff management and the company’s external positioning (see page 203 of this document).# Cofinimmo
Diverse, trained and healthy employees
The success of any organisation depends not only on an inspiring vision but also the people delivering it. They must be given the space to fully apply their talents 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 fact and understand that they all make an important contribution to achieving success together. The group strongly believes in diversity and respect of as well as equality in its workforce. Different perspectives and experiences enrich its decision-making processes, which 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 combination of training and coaching initiatives. The safety, well-being, and resilience of its staff are also crucial and are actively supported through various initiatives.
‘Cofinimmo believes diversity (cultural, generational, linguistic, gender, etc.) to be a strength and promotes equal opportunity, a fundamental democratic value.’
80 % Women/men Remuneration ratio between genders at employee level.
145 I ESG REPORT I SOCIAL I function and the corporate culture. If Cofinimmo relies on an external service provider for this assessment, they are evaluated to ensure that they have the skills, methods, and selection tools appropriate for the requirements of the position, and that the persons responsible for evaluating candidates adhere to the principle of non-discrimination.
Information on job vacancies and subcontracting
When Cofinimmo advertises its job vacancies, the content does not include any term, reference, or criterion of a discriminatory nature. If recruitment and selection professionals are engaged in the selection process, the company first ensures that these intermediaries 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 persons with reduced mobility for positions where duties are compatible with such disabilities. Cofinimmo endeavours to make all reasonable arrangements to facilitate access to its premises and to the workstation and 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 an onboarding program so that each new employee can integrate quickly and smoothly into the company. Likewise, all employees who leave Cofinimmo are invited to freely express the reasons for their departure to their manager and/ /or the human resources department during an exit interview.
Information and working tools
Cofinimmo believes it is 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 remain abreast of developments in the company. The company’s labour regulations are made available to all employees via the intranet and the company regularly organises information sessions where all employees - or a subset, depending on the topics addressed - are invited to attend 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 positions with an optimal level of comfort and well-being. Cofinimmo regularly ensures that employees in management positions continue to master their functions 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 visiting xenophobic or racist websites at work, or to the use of discriminatory or vexatious language in emails. The trusted contact 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 trusted contact person is available. Procedures are communicated to all employees during on-boarding and on a regular basis thereafter. Progress reports on individual cases are shared with the executive committee. In 2022, no cases were reported.
Remuneration policy
Cofinimmo follow an objective classification of duties and offers its employees a compensation package that uses identical criteria for all employees. The compensation package includes, among other things, a benefit plan, a profit-sharing scheme and, since 2009, a non-recurring bonus tied to company results. Given the desired work-life balance and in particular the issues associated with commuting (i.e. traffic congestion), employees have expressed the need to organise their time more optimally. In response to this request, and to enable employees to work from home effectively, Cofinimmo has implemented a policy on IT and hybrid working. It provides appropriate IT infrastructure and has added a home internet subscription or allowance to the compensation package. In Belgium, employees also enjoy a series of other fringe benefits such as company car, group insurance, private health insurance, meal vouchers and eco-cheques, smartphone, laptop computer, option plan, etc. Since legislation differs from one country to another, these fringe benefits cannot be offered to all the employees of the group. This being said, the Human Resources department is currently investigating the different types of fringe benefits allowed in each country in order to harmonise them across the group’s branches. Cofinimmo recognises the importance of its employees’ physical well-being and offers the opportunity to undergo regular preventive medical examinations. It also takes initiatives to promote physical activity and healthy eating. While being closer in size to an SME, Cofinimmo draws from the same talent pool as the much larger BEL20 companies in its search for talent. Thus, in addition to its dynamic culture and core values, Cofinimmo pays close attention to alternative forms of remuneration with a view to build loyalty. The company’s diversity policy and key indicators are an integral part of the corporate governance statement (see pages 198-203).
Employee training
In the medium term, Cofinimmo promotes the professional and personal development of each employee at every stage of their career. In the longer term, it aims to ensure that the end of a career is both rich in challenges and free of concerns for the future. Cofinimmo achieves this through an extensive learning plan, which combines workplace learning with more traditional forms of classroom-based learning (online or otherwise) and social learning, such as coaching and mentoring. These learning opportunities are made widely available 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 was one of only a few (less than ten) companies in the Brussels-Capital Region to obtain the IiP accreditation. This valuable accreditation is widespread across the world, especially in Anglo-Saxon countries, and in Belgium’s Flanders region, but is far less common in Wallonia. Since its initial accreditation, Cofinimmo has managed to renew this credential 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 talents who appreciate the company’s sustainable approach. In 2018, Cofinimmo obtained the renewal of its label for three years.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 146# ESG REPORT I SOCIAL I Corporate values
In 2021, the Gold level of this credential was temporarily reconfirmed after a quick scan in Covid times. In 2022 a thorough survey took place, including detailed interviews, which resulted in the Gold certification being reconfirmed for another 3 year period.
Continuous training policy for employees and managers
Cofinimmo offers all 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, to take on a new position within Cofinimmo or elsewhere, but also that their skills are in line with market requirements. Cofinimmo promotes from within whenever possible. Five areas of training are emphasised : business-related tech - nical skills, sustainable development, languages, IT, and per- sonal development.
In 2022, 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. Conversation groups have been set up in 2022 in order to enable interested employees to put their know- ledge into practice. There are French, Dutch, German, English and Spanish groups.
Training courses are selected jointly by the employee, their manager, and the human resources department. The selection process takes into account advances made by the competition and the sector, the teams’ development needs, new trends, and also the potential for taking on a higher-level position.
Managers (current or potential) are provided with (individual and/or group) leadership and people management development courses to improve their understanding of the different, and unique aspects of the role. In addition to in-depth knowledge, managers need 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 their duties.
- 4 days training per employee per year.
- 5,500 hours cumulative total of paid training.
- 88 % employees who attended one or more training courses.
- 64 % 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.’
Corporate values
In the course of 2022 Cofinimmo renewed its values. ‘We care, we connect and we commit’ are the 3 corporate values and foundation of its company culture. These values are a compass for the collaborators daily inter - actions with each other, the customers and stakeholders. They originated out of a culture review during which the group’s staff expressed their personal beliefs, convictions and motivators. The outcome allowed essential behaviours to be defined to realise Cofinimmo’s inspiring business purpose.
- We genuinely care about people, stakeholders and the planet.
- We reach out to each other and work together to achieve more.
- We are agile, committed to creating value and delivering results.
Employee safety and well-being
Recruiting strong candidates is good. Making them want to stay is even better. For the current generation, the vast majority of workers claim, above all else, to seek fulfilment in their work. In response, Cofinimmo has implemented a series of measures aimed at creating the best possible conditions for employee performance and well-being.
On-boarding
On arrival, new employees receive a welcome pack that sets out the workplace safety standards and other practical measures. Employees are individually welcomed by the human resources manager and by the members of the executive committee. Information sessions are organised on a regular basis to allow all employees to discuss matters with members of the executive committee.
In 2021, as part of the company’s continuous improvement efforts, a survey on internal communication was conducted, which led to a communication and internal interaction plan that has been fully implemented. Informing employees also involves the following actions :
- maintaining physical and digital information channels ;
- organising time to interact with other employees ;
- informing employees of their safety-related rights and obligations.
Employees were also asked to express themselves through an engagement survey. The survey showed that 66 % of employ - ees are happy and feel good within Cofinimmo, and that 73 % feel they have good relationships with their colleagues, which is in line with the average. The action points are related to internal communication and the development of human capital.
In 2022, the engagement of Cofinimmo's employees was also measured though the Investors in People Survey and Interviews. In total, 71 % of the staff participated. The outcome was a Gold award, which only 16 % of organisations worldwide hold. This is a positive recognition of the company's commitment and pas- sion to empower people and provide them with an engaging business environment.
| 12.5 % men | |
| 87.5 % women | |
| 161 employees | |
| 4.2 % absenteeism rate | |
| 10 % employees working part time |
Resilience
Cofinimmo pays close attention to mental health and issues related to stress at work. Workplace stress, which is all-too-com- mon in the business world, can have severe consequences. It may lead to burnout and result in prolonged absences. For the employer, this causes organisational disruption and generates additional costs. In 2022, the total absenteeism rate was 4.2 %, which is an improvement compared to previous years.
Depending on the countries where we operate, we put in place benefits like home day-care service for sick children or childcare vouchers. The objective is to give parents the opportunity to improve their work-life balance, by sending a qualified person to take care of their sick child(ren) on a short-term assignment until the parents have found another solution, while the child(ren) remain in familiar surroundings. Child care costs incurred under this programme are fully covered by Cofinimmo.
The flexible work arrangements offered to all employees, are primarily used by women, but uptake among male employ - ees continues to increase. Cofinimmo’s support for flexible work arrangements is primarily reflected in the part-time status granted to one in ten employees. Part-time employees are mainly women, but also include some male employees.
As work-life balance is essential to employees’ professional well-being, flexible work arrangements were also introduced to allow employees to adjust their working hours to their individual constraints and/or obligations. In addition, all employees have the option to obtain a short-term and/or long-term reduction in working hours for educational purposes and/or to care of a loved one. In 2022, 10 % of employees had flexible working hours in 15 different schedules in Belgium.
‘The good health of a company is closely related to the motivation and productivity of its employees.’
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ESG REPORT I GOVERNANCE
To fulfill its responsibilities and pursue its activities, Cofinimmo must consider its profitability.
Profitability for investors and access to capital

Profitability provides a measure of efficiency and also of the value that customers see in Cofinimmo’s products and services. It is a determining factor for the allocation of resources and the protec- tion 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. Sustainable finance instruments have become a means no longer to grow but to survive.
The annual report on the green & social portfolio indicators can be found in the chapter 'Financial resources management' on pages 95-100.
Linking financial and ESG strategy
Clear commitment through external policies
Transparency is a driver for good governance. That is why Cofinimmo decided to review external policies in 2022. Following this review certain policies have been updated and new policies have been introduced (like the anti-bribery, fraud and money laundering policy). The next step is to bring these policies to life through internal pro- cedures and training sessions for all collaborators.
Reporting compliance
Cofinimmo has adopted the performance indicators advocated by the European Public Real Estate Association (EPRA). These 28 indicators correspond to 21 GRI Standards drawn from the Global Reporting Initiative (GRI) and provide a clear picture of company performance year over year.
Following the final approval by the Council of the EU, the application of the corporate sustainability reporting directive (CSRD) has been delayed and becomes mandatory for Cofinimmo for reporting in 2026 on the financial year 2025. However, Cofinimmo has already integrated sustainability indicators in its management report since 2010. The group supports the evolution towards standardised report- ing and will continue, as started on a voluntary basis, to deliver externally assured sustainability information.
‘Transparency is a driver for good performance. Thats is why Cofinimmo decided to review external policies in 2022.’
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 150
2021 sustainable growth award
Cofinimmo was granted the 2021 Sustainable Growth Award by Euronext Brussels on 18.01.2022. This distinction is based solely 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, Sustainaly- tics and Vigeo Eiris) with stock price performance over the last ten years.# Bel ESG and Top SBTi 1.5° ESG Bond Issuer
More recently, Cofinimmo has been selected by Euronext to be part of ‘Top SBTi 1.5° ESG Bond issuers’ was included the new Euronext Bel ESG index. Committed more than ever to caring, living and working in a sustainable way
X Nursing and care home - Vigo (ES)
151 I ESG REPORT I GOVERNANCE I PROPERTY REPORT I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 152
PROPERTY REPORT
Table of contents
- Consolidated real estate portfolio 154
- Market commentary 166
- Independent real estate valuers’ report 174
- Decision-making bodies 204
- Rules and procedures 214
- Information required under article 34 of the royal decree of 14.11.2007 217
- Remuneration report 219
- Other parties involved 230
X Rehabilitation clinic De Plataan - Heerlen (NL)
153 I PROPERTY REPORT I
The assets included in the sustainable portfolios are indicated in this report by .
Overview of the real estate consolidated portfolio by segment as at 31.12.2022
| 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 | 3,877 | 1,126 | 4,368 | 5.4 % | 226,906 |
| Offices | 1,282 | 1,154 | 1,353 | 6.0 % | 66,302 |
| Property of distribution networks | 433 | 31 | 479 | 6.9 % | 29,268 |
| TOTAL | 5,592 | 2,311 | 6,200 | 5.6 % | 322,447 |
Overview of the top 10 investment properties of the consolidated portfolio as at 31.12.2022
| Property | Address | Year of construction (last reno- vation) | 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 | 20,323 | 5,697 | 99 % | 2.2 % |
| Port/Haven 86 C | Brussels Avenue du Port/ Havenlaan 86 C 1000 Brussels | 2014 | 2020 | 16,725 | 4,296 | 100 % | 1.7 % |
| Arts/Kunst 19 H (Quartz) | Brussels Avenue des Arts/ Kunstlaan 19 H 1000 Brussels | 2020 | 1996 | 9,186 | 2,253 | 100 % | 1.0 % |
| Guimard 10-12 | Brussels Rue Guimardstraat 10-12 1000 Brussels | 1980 (2015) | 2004 | 10,410 | 2,846 | 100 % | 0.9 % |
| Tervuren 270-272 (The Gradient) | Brussels Av. de Tervurenlaan 270-272 1150 Brussels | 1976 (2013) | 1997 | 19,580 | 3,515 | 84 % | 0.9 % |
| Damiaan Tremelo | Tremelo Pater Damiaanstraat 39 3120 Tremelo | 2003 (2014) | 2008 | 20,274 | 2,952 | 100 % | 0.8 % |
| Ippocrate 18 | Milan Via Ippocrate 18 20161 Milan | 2005 | 2021 | 15,444 | 2,758 | 100 % | 0.8 % |
| Meeûs 23 | Brussels Square de Meeûs 23 1000 Brussels | 2010 | 2006 | 8,807 | 2,487 | 98 % | 0.7 % |
| Trône/Troon 100 | Brussels Rue du Trônelaan 100 1050 Brussels | 2020 | 2020 | 7,229 | 1,724 | 88 % | 0.7 % |
| Bourget 42 | Brussels Av. du Bourgetlaan 42 1130 Brussels | 2001 | 2002 | 14,263 | 2,126 | 100 % | 0.7 % |
| Others | 98 % | 89.4 % | |||||
| Total investment properties | 2,405,284 | 335,796 | 99 % | 98.1 % | |||
| TOTAL OF CONSOLIDATED PORTFOLIO | 2,486,778 | 335,796 | 99 % | 100.0 % |
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 The estimated Rental Value takes into account the market data, the property’s location, its quality and the tenant’s financial data (EBITDAR) (if available) and, for healthcare assets the number of beds.
³ The occupancy rate is calculated as follows : contractual rents divided by (contractual rents + ERV (Estimated Rental Value) on unlet spaces).
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 154
Consolidated real estate portfolio
The rental situation of buildings under finance lease, for which the tenants have a call option at the end of the lease, as well as 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 |
|---|---|---|---|---|
| PPP booked as finance lease receivables | ||||
| Courthouse - Antwerp | 72,132 | 1,513 | 100 % | Building Agency |
| Fire station - Antwerp | 23,323 | 210 | 100 % | City of Antwerp |
| Police station - HEKLA zone | 3,800 | 741 | 100 % | Federal police |
| Student housing Depage - Brussels | 3,196 | 94 | 100 % | ULB - Brussels University |
| Student housing Nelson Mandela - Brussels | 8,088 | 1,323 | 100 % | ULB - Brussels University |
| Prison - Leuze-en-Hainaut | 28,316 | 755 | 100 % | Building Agency |
| Healthcare real estate booked as finance lease receivables | ||||
| Aftercare and rehabilitation hospital (SSR) - Chalon-sur-Saône | 9,269 | 1,098 | 100 % | French Red Cross |
| Nursing and care home Sierra de la Nieves - Malaga | 4,117 | 309 | 100 % | DomusVi |
| Nursing and care home Rosario - Madrid | 4,773 | 167 | 100 % | DomusVi |
| Nursing and care home Monte Alto - Cadix | 5,698 | 126 | 100 % | DomusVi |
| Nursing and care home Costa d’en Blanes - Mallorca | 5,422 | 474 | 100 % | DomusVi |
| Nursing and care home Ciudad de Mostoles - Madrid | 8,545 | 751 | 100 % | DomusVi |
| Nursing and care home Capdepera - Mallorca | 5,477 | 378 | 100 % | DomusVi |
| Nursing and care home Can Carbonel - Mallorca | 5,570 | 781 | 100 % | DomusVi |
| Healthcare complex Home Vogelzang - Leuven | 6,725 | 759 | 100 % | VZW Home Vogelzang |
| Assets held by associates and joint ventures | ||||
| 8 sites under development - Germany | - | - | - | Schönes Leben Gruppe |
| 19 sites Aldea - Belgium | 70,600 | 5,212 | 80 % | Curavi, Orpea, Vivalto |
| 6 sites French Red Cross - France | 106,000 | 10,086 | 100 % | French Red Cross |
¹ Part of the unsold lease payments, varying from 4 % to 100 % depending on the properties.
² Occupancy rate is calculated as follows : contractual rents / (contractual rents + estimated rental value on unlet premises).
X Psychiatric clinic - Kaarst (DE)
155 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO I
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).
Consolidated real estate portfolio
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | Occupancy rate B ³ | Rents + ERV on unlet premises (x 1,000 EUR) C = A/B ² |
|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 1,687,158 | 231,728 | 100 % | 232,038 | |
| Belgium | 607,753 | 91,268 | 100 % | 91,268 | |
| Operator : Anima Care | 6,752 | 827 | 100 % | 827 | |
| ZEVENBRONNEN - WALSHOUTEM | 2001 (2012) | 6,752 | 827 | 100 % | 827 |
| Operator : Armonea | 198,786 | 27,297 | 100 % | 27,297 | |
| BINNENHOF - MERKSPLAS | 2008 | 3,775 | 504 | 100 % | 504 |
| DAGERAAD - ANTWERP | 2013 | 5,020 | 985 | 100 % | 985 |
| DE HOVENIER - RUMBEKE* | 2011 (2015) | 5,079 | 870 | 100 % | 870 |
| DE WYNGAERT - ROTSELAAR | 2008 (2010) | 6,878 | 904 | 100 % | 904 |
| DEN BREM - RIJKEVORSEL | 2006 (2015) | 5,408 | 814 | 100 % | 814 |
| DOMEIN WOMMELGHEEM - WOMMELGEM | 2002 | 6,836 | 894 | 100 % | 894 |
| DOUCE QUIÉTUDE - AYE | 2007 | 4,635 | 526 | 100 % | 526 |
| HEIBERG - BEERSE | 2006 (2011) | 13,568 | 1,672 | 100 % | 1,672 |
| HEMELRIJK - MOL | 2009 | 9,362 | 1,165 | 100 % | 1,165 |
| HENRI DUNANT - IXELLES/EVERE | 2014 | 8,570 | 1,341 | 100 % | 1,341 |
| HEYDEHOF - HOBOKEN | 2009 | 2,751 | 398 | 100 % | 398 |
| HOF TER DENNEN - VOSSELAAR* | 1982 (2008) | 3,279 | 545 | 100 % | 545 |
| LA CLAIRIÈRE - WARNETON* | 1998 | 2,533 | 316 | 100 % | 316 |
| LAARSVELD - GEEL (+ assisted living) | 2006 (2009) | 6,400 | 1,107 | 100 % | 1,107 |
| LAKENDAL - ALOST/AALST* | 2014 | 7,894 | 920 | 100 % | 920 |
| LE CASTEL - JETTE | 2005 | 5,893 | 585 | 100 % | 585 |
| LE MÉNIL - BRAINE-L'ALLEUD | 1991 | 5,430 | 726 | 100 % | 726 |
| LES TROIS COURONNES - ESNEUX | 2005 | 4,519 | 664 | 100 % | 664 |
| L'ORCHIDÉE - ITTRE | 2003 (2013) | 3,634 | 671 | 100 % | 671 |
| L'ORÉE DU BOIS - WARNETON | 2004 | 5,387 | 677 | 100 % | 677 |
| MARTINAS - MERCHTEM | 2017 | 7,435 | 1,046 | 100 % | 1,046 |
| MATHELIN - MESSANCY | 2004 | 6,392 | 1,465 | 100 % | 1,465 |
| MILLEGHEM - RANST | 2009 (2016) | 9,592 | 1,107 | 100 % | 1,107 |
| NETHEHOF - BALEN | 2004 | 6,471 | 775 | 100 % | 775 |
| NOORDDUIN - KOKSIJDE | 2015 | 6,440 | 980 | 100 % | 980 |
| PLOEGDRIES - LOMMEL | 2018 | 6,991 | 719 | 100 % | 719 |
| RÉSIDENCE DU PARC - BIEZ | 1977 (2013) | 12,039 | 762 | 100 % | 762 |
| 'T SMEEDESHOF - OUD-TURNHOUT | 2003 (2012) | 8,648 | 1,115 | 100 % | 1,115 |
| TILLENS - UCCLE/UKKEL | 2015 | 4,960 | 1,244 | 100 % | 1,244 |
| VOGELZANG - HERENTALS | 2009 (2010) | 8,044 | 1,168 | 100 % | 1,168 |
| VONDELHOF - BOUTERSEM | 2005 (2009) | 4,923 | 632 | 100 % | 632 |
| Operator : Aspria | 7,196 | 3,104 | 100 % | 3,104 | |
| SOMBRE 56 - WOLUWÉ-SAINT-LAMBERT/ SINT-LAMBRECHTS-WOLUWE | 2004 (2012) | 7,196 | 3,104 | 100 % | 3,104 |
| Operator : Calidus | 6,063 | 868 | 100 % | 868 | |
| WEVERBOS - GENTBRUGGE | 2011 | 6,063 | 868 | 100 % | 868 |
¹ The ‘Contractual rents’ section comprises the reconstitution of sold and discounted lease payments and, if applicable, the share of unsold lease payments (see Note 22).
² Occupancy rate is calculated as follows : contractual rents / (contractual rents + estimated rental value on unlet premises).
³ The valuation of the Estimated Rental Value takes into account market data, the location of the property, the quality of the building, the financial data (EBITDAR) of the tenant (if available) and, for healthcare assets, the number of beds.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 156
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | Occupancy rate B ³ | Rents + ERV on unlet premises (x 1,000 EUR) C = A/B ² |
|---|---|---|---|---|---|
| Operator : Care-Ion | 79,644 | 13,239 | 100 % | 13,239 | |
| CHANT DES OISEAUX - BASSENGE | 2019 | 3,345 | 538 | 100 % | 538 |
| CLOS DE LA QUIÉTUDE - EVERE | 1997 (2016) | 7,227 | 1,186 | 100 % | 1,186 |
| CLOS REGINA - ANDERLECHT | 2010 | 5,772 | 915 | 100 % | 915 |
| DE BLOKEN - WELLEN | 2008 | 7,564 | 1,213 | 100 % | 1,213 |
| DE GERSTJENS - AALST | 2015 | 6,252 | 1,158 | 100 % | 1,158 |
| LE DOUX REPOS - NEUPRÉ | 2011 | 6,875 | 1,048 | 100 % | 1,048 |
| MAISON NEO – ROCOURT | 2022 | 10,032 | 1,500 | 100 % | 1,500 |
| MONTEREY - SAINT-GILLES | 2020 | 5,105 | 1,077 | 100 % | 1,077 |
| PAALEYCK - KAPPELLE-OP-DEN-BOS | 2016 | 3,744 | 745 | 100 % | 745 |
| RÉSIDENCE DU NIL - WALHAIN | 1996 | 5,040 | 662 | 100 % | 662 |
| RÉSIDENCE WÉGIMONT - SOUMAGNE | 2018 | 4,339 | 861 | 100 % | 861 |
| SENIOR'S FLATEL - SCHAERBEEK/SCHAARBEEK | 1972 | 7,491 | 989 | 100 % | 989 |
| SERENITAS PALACE - GRÂCE-HOLLOGNE | 2019 | 6,858 | 1,346 | 100 % | 1,346 |
| Operator : Fedasil | 8,148 | 1,206 | 100 % | 1,206 | |
| SEBRECHTS - MOLENBEEK-SAIN-JEAN/ SINT-JANS MOLENBEEK | 1992 | 8,148 | 1,206 | 100 % | 1,206 |
| Operator : Korian | 156,799 | 23,359 | 100 % | 23,359 | |
| ARCUS |
CONSOLIDATED REAL ESTATE PORTFOLIO
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | Contractual rents (x 1,000 EUR) | Occupancy rate | Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|
| BERCHEM-SAINTE-AGATHE/ SINT-AGATHA BERCHEM | 2008 (2009) | 10,719 | 2,110 | 100 % | 2,110 |
| BETHANIE - SAINT-SERVAIS | 2005 | 4,780 | 568 | 100 % | 568 |
| CLOS DE LA RIVELAINE - MONTIGNIES-SUR-SAMBRE* | 2021 | 5,458 | 761 | 100 % | 761 |
| DAMIAAN - TREMELO | 2003 (2014) | 20,274 | 2,952 | 100 % | 2,952 |
| DE PASTORIJ - DENDERHOUTEM | 2013 | 8,089 | 886 | 100 % | 886 |
| LA CAMBRE - WATERMAEL-BOITSFORT/ WATERMAAL-BOSVOORDE | 1982 | 13,023 | 2,207 | 100 % | 2,207 |
| NOOTELAER - KEERBERGEN | 1998 (2011) | 2,438 | 437 | 100 % | 437 |
| PALOKE - MOLENBEEK-SAINT-JEAN/ SINT-JANS MOLENBEEK | 2001 | 11,262 | 1,518 | 100 % | 1,518 |
| PRINSENPARK - GENK | 2006 (2013) | 11,035 | 1,597 | 100 % | 1,597 |
| PROGRÈS - LA LOUVIÈRE* | 2000 | 4,852 | 572 | 100 % | 572 |
| ROMANA - LAEKEN/LAKEN | 1995 | 4,375 | 1,034 | 100 % | 1,034 |
| SEIGNEURIE DU VAL - MOUSCRON | 1995 (2008) | 6,797 | 1,358 | 100 % | 1,358 |
| VAN ZANDE - MOLENBEEK-SAINT-JEAN/ SINT-JANS MOLENBEEK | 2008 | 3,463 | 476 | 100 % | 476 |
| VLASHOF - STEKENE | 2016 | 6,774 | 1,030 | 100 % | 1,030 |
| ZONNETIJ - AARTSELAAR | 2006 (2013) | 7,817 | 953 | 100 % | 953 |
| ZONNEWEELDE - KEERBERGEN | 1998 (2012) | 6,106 | 884 | 100 % | 884 |
| ZONNEWEELDE - RIJMENAM | 2002 (2019) | 15,327 | 2,312 | 100 % | 2,312 |
| ZONNEWENDE - AARTSELAAR | 1978 (2013) | 14,210 | 1,703 | 100 % | 1,703 |
| Operator : Le Noble Âge | 6,435 | 1,406 | 100 % | 1,406 | |
| PARKSIDE - LAEKEN/LAKEN | 1990 (2013) | 6,435 | 1,406 | 100 % | 1,406 |
| Operator : Orelia | 44,321 | 5,081 | 100 % | 5,081 | |
| DILHOME - DILBEEK | 2010 | 5,170 | 830 | 100 % | 830 |
| EDEN PARK - ALOST/AALST | 2008 | 4,212 | 404 | 100 % | 404 |
| KEIHEUVEL - BALEN | 2019 | 6,746 | 928 | 100 % | 928 |
| LA COLLINE - ORROIR* | 1993 (2010) | 5,777 | 210 | 100 % | 210 |
| PUTHOF - BORGLOON | 2018 | 11,333 | 1,311 | 100 % | 1,311 |
| SERRENHOF - SINT-TRUIDEN | 2020 | 8,038 | 983 | 100 % | 983 |
| TEN BERGE - BELSELE | 2000 | 3,045 | 415 | 100 % | 415 |
| Operator : Orpea Belgium | 51,745 | 8,456 | 100 % | 8,456 | |
| GRAY COURONNE - IXELLES/ELSENE* | 2014 | 7,042 | 972 | 100 % | 972 |
| L’ADRET - GOSSELIES | 1980 | 4,800 | 538 | 100 % | 538 |
| LINTHOUT - SCHAERBEEK | 1992 | 2,837 | 531 | 100 % | 531 |
| LUCIE LAMBERT - BUIZINGEN | 2004 | 8,314 | 1,637 | 100 % | 1,637 |
| PAUL DELVAUX - WATERMAEL-BOITSFORT/ WATERMAAL-BOSVOORDE* | 2014 | 6,283 | 1,019 | 100 % | 1,019 |
| PRINCE ROYAL - IXELLES/ELSENE* | 2015 | 6,242 | 1,355 | 100 % | 1,355 |
| RINSDELLE - ETTERBEEK | 2001 | 3,054 | 620 | 100 % | 620 |
| TOP SENIOR - TUBIZE | 1989 | 3,570 | 428 | 100 % | 428 |
| VIGNERON - RANSART | 1989 | 2,200 | 204 | 100 % | 204 |
| VORDENSTEIN - SCHOTEN* | 2014 | 7,403 | 1,152 | 100 % | 1,152 |
| Operator : 't Hofke | 7,061 | 966 | 100 % | 966 | |
| SAUVEGARDE - RUISBROEK* | 2016 | 7,061 | 966 | 100 % | 966 |
| Operator : Vivalto | 8,033 | 1,613 | 100 % | 1,613 | |
| VIVALYS - BRUXELLES/BRUSSELS | 1983 (2017) | 8,033 | 1,613 | 100 % | 1,613 |
| Operator : Vlietoever | 3,435 | 680 | 100 % | 680 | |
| VLIETOEVER - BORNEM* | 2012 | 3,435 | 680 | 100 % | 680 |
| Operator : Vulpia | 18,841 | 2,532 | 100 % | 2,532 | |
| CHARTREUSE - LIÈGE* | 2015 | 11,013 | 1,373 | 100 % | 1,373 |
| CLOS BIZET - ANDERLECHT | 2017 | 7,828 | 1,159 | 100 % | 1,159 |
| Operator : Zwaluw | 4,494 | 634 | 100 % | 634 | |
| ZWALUW - GALMAARDEN | 2002 | 4,494 | 634 | 100 % | 634 |
| France | 219,800 | 29,458 | 99 % | 29,608 | |
| Operator : Colisée Patrimoine Groupe | 6,344 | 871 | 100 % | 871 | |
| BLEU D'AZUR - CANNES LA BOCCA (Olivier)* | 2004 | 3,114 | 443 | 100 % | 443 |
| CAUX DU LITTORAL - NEVILLE* | 1950 (2016) | 3,230 | 428 | 100 % | 428 |
| Operator : DomusVi | 25,147 | 3,347 | 100 % | 3,347 | |
| JARDINS D'ELODIE - LE HAVRE* | 2010 | 6,283 | 1,085 | 100 % | 1,085 |
| LA VALLÉE D'AUGE - DOZULÉ* | 2003 (2019) | 3,529 | 548 | 100 % | 548 |
| LE GRAND JARDIN - SAP EN AUGE* | 1992 (2017) | 2,112 | 231 | 100 % | 231 |
| LE TILLEUL - CHANTELOUP LES VIGNES* | 2007 (2018) | 6,319 | 840 | 100 % | 840 |
| LES ONDINES - GRANDCAMP MAISY* | 2004 (2019) | 2,841 | 362 | 100 % | 362 |
| NOUVEL AZUR - SAINT PIERRE DU REGARD* | 2013 | 4,063 | 281 | 100 % | 281 |
| Operator : Korian | 154,956 | 19,842 | 100 % | 19,842 | |
| ASTRÉE - SAINT-ÉTIENNE* | 2006 | 3,936 | 449 | 100 % | 449 |
| AUTOMNE - REIMS* | 1990 | 3,552 | 678 | 100 % | 678 |
| AUTOMNE - SARZEAU* | 1994 | 2,482 | 464 | 100 % | 464 |
| AUTOMNE - VILLARS-LES-DOMBES* | 1992 | 2,889 | 428 | 100 % | 428 |
| BROCÉLIANDE - CAEN* | 2003 | 4,914 | 727 | 100 % | 727 |
| BRUYÈRES - LETRA* | 2009 | 5,374 | 782 | 100 % | 782 |
| CANAL DE L'OURCQ - PARIS* | 2004 | 4,550 | 958 | 100 % | 958 |
| CENTRE DE SOINS DE SUITE - SARTROUVILLE* | 1960 | 3,546 | 387 | 100 % | 387 |
| CHÂTEAU DE LA VERNÈDE - CONQUES-SUR-ORBIEL* | 1992 (1998) | 3,789 | 543 | 100 % | 543 |
| DEBUSSY - CARNOUX-EN-PROVENCE* | 1996 | 3,591 | 387 | 100 % | 387 |
| DOMAINES DE VONTES - ESVRES-SUR-INDRE* | 1967 (2019) | 8,209 | 670 | 100 % | 670 |
| ESTRAIN - SIOUVILLE-HAGUE* | 1976 (2004) | 8,750 | 720 | 100 % | 720 |
| FRONTENAC - BRAM* | 1990 (2014) | 3,388 | 315 | 100 % | 315 |
| GRAND MAISON - L'UNION* | 1992 (2009) | 6,338 | 809 | 100 % | 809 |
| L'ERMITAGE - LOUVIERS* | 2007 | 4,013 | 495 | 100 % | 495 |
| LE CLOS DU MURIER - FONDETTES* | 2008 | 4,510 | 601 | 100 % | 601 |
| LE JARDIN DES PLANTES - ROUEN* | 2004 | 3,000 | 283 | 100 % | 283 |
| LES AMARANTES - TOURS* | 1996 | 4,208 | 497 | 100 % | 497 |
| LES HAUTS D’ANDILLY - ANDILLY* | 2008 | 3,069 | 513 | 100 % | 513 |
| LES HAUTS DE JARDY - VAUCRESSON* | 2008 | 4,373 | 746 | 100 % | 746 |
| LES HAUTS DE L'ABBAYE - MONTIVILLIERS* | 2008 | 4,572 | 544 | 100 % | 544 |
| LES JARDINS DE L’ANDELLE - PERRIERS-SUR-ANDELLE* | 2009 | 3,348 | 462 | 100 % | 462 |
| LES LUBÉRONS - LE PUY-SAINTE-RÉPARADE* | 1990 (2016) | 6,414 | 702 | 100 % | 702 |
| LES OLIVIERS - LE PUY-SAINTE-RÉPARADE* | 1990 | 4,130 | 491 | 100 % | 491 |
| MEUNIÈRES - LUNEL* | 1988 | 4,275 | 746 | 100 % | 746 |
| MONTPRIBAT - MONFORT-EN-CHALOSSE* | 1972 (1999) | 5,364 | 642 | 100 % | 642 |
| PAYS DE SEINE - BOIS-LE-ROI* | 2004 (2010) | 6,496 | 1,274 | 100 % | 1,274 |
| POMPIGNANE - MONTPELLIER* | 1972 | 6,201 | 891 | 100 % | 891 |
| ROUGEMONT - LE MANS* | 2006 | 5,986 | 431 | 100 % | 431 |
| SAINT GABRIEL - GRADIGNAN* | 2008 | 6,274 | 795 | 100 % | 795 |
| VILLA EYRAS - HYÈRES* | 1991 | 7,636 | 696 | 100 % | 696 |
| WILLIAM HARVEY - SAINT-MARTIN-D'AUBIGNY* | 1989 (2016) | 5,779 | 715 | 100 % | 715 |
| Operator : Philogeris | 2,803 | 212 | 100 % | 212 | |
| CUXAC - CUXAC-CABARDES* | 1989 | 2,803 | 212 | 100 % | 212 |
| Operator : Orpea France | 28,350 | 5,186 | 100 % | 5,186 | |
| BELLOY - BELLOY* | 1991 (2009) | 2,559 | 482 | 100 % | 482 |
| HAUT CLUZEAU - CHASSENEUIL* | 2007 | 2,512 | 427 | 100 % | 427 |
| LA JONCHÈRE - RUEIL-MALMAISON* | 2007 | 3,731 | 714 | 100 % | 714 |
| LA RAVINE - LOUVIERS* | 2000 (2010) | 3,600 | 682 | 100 % | 682 |
| LE CLOS SAINT SÉBASTIEN - SAINT-SÉBASTIEN-SUR-LOIRE* | 2005 | 3,697 | 501 | 100 % | 501 |
| MUSICIENS - PARIS* | 2004 (2020) | 4,264 | 1,433 | 100 % | 1,433 |
| VILLA NAPOLI - JURANÇON* | 1950 | 2,360 | 139 | 100 % | 139 |
| WALDECK ROUSSEAU - REVIN * | 2022 | 5,627 | 808 | 100 % | 808 |
| Vide France | 2,200 | 0 | 0 % | 150 | |
| CHAMPGAULT - ESVRES-SUR-INDRE* | 1972 (1982) | 2,200 | 0 | 0 % | 150 |
| The Netherlands | 193,167 | 27,476 | 99 % | 27,636 | |
| Assets directly leased to healthcare professionals | 47,093 | 6,490 | 98 % | 6,650 | |
| BIJLMERDREEF 1169 - AMSTERDAM (Ganzenhoef) * | 2000 (2013) | 2,469 | 431 | 100 % | 431 |
| BIRDAARDERSTRAATWEG 70-70 A - DOKKUM (Sionsberg)* | 1980 (2015) | 15,693 | 1,067 | 91 % | 1,172 |
| BURGEMEESTER MAGNEESTRAAT 12 - BERGEIJK* | 1991 (2020) | 2,946 | 529 | 100 % | 529 |
| DODEWAARDLAAN 5-15 - TIEL* | 2009 | 3,951 | 546 | 100 % | 546 |
| FRANCIJNTJE DE KADTLAAN 44 - VLAARDINGEN* | 2019 | 1,320 | 283 | 100 % | 283 |
| KONINGIN MAXIMALAAN 30 - UITHOORN (Waterlinie)* | 2013 | 3,223 | 668 | 100 % | 668 |
| KORTE MUIDERWEG 2-2 A LR WEESP (Tergooi)* | 1991 (2019) | 2,569 | 431 | 99 % | 433 |
| MOERGESTELSEWEG 22-26 - OISTERWIJK - VOORSTE STROOM* | 2008 | 1,561 | 226 | 92 % | 246 |
| MOERGESTELSEWEG 32 - OISTERWIJK* | 2007 | 1,768 | 313 | 100 % | 313 |
| MOERGESTELSEWEG 34 - OISTERWIJK* | 2002 | 1,625 | 228 | 94 % | 243 |
| OOSTERKERKSTRAAT 1 - LEIDEN* | 2012 | 1,813 | 275 | 100 % | 275 |
| OOSTERSTRAAT 1 - BAARN* | 1963 (2011) | 1,423 | 210 | 99 % | 213 |
| ORANJEPLEIN 2 A-H - GOIRLE* | 2013 | 1,854 | 357 | 100 % | 357 |
| PRINSENHOEVEN 20-48 - TILBURG (Piushaven)* | 2011 | 2,257 | 475 | 98 % | 486 |
| TORENZICHT 26 - EEMNES* | 2011 | 1,055 | 197 | 100 % | 197 |
| ZOOMWIJCKPLEIN 9-13-15 - OUD BEIJERLAND* | 2018 | 1,566 | 254 | 98 % | 258 |
| Operator : Bergman Clinics | 14,529 | 2,291 | 100 % | 2,291 | |
| BRAILLELAAN 5 - RIJSWIJK* | 2013 (2019) | 2,133 | 268 | 100 % | 268 |
| BRAILLELAAN 10 - RIJSWIJK* | 2020 | 3,917 | 685 | 100 % | 685 |
| RIJKSWEG 69 & 69 A - NAARDEN* | 2010 | 5,821 | 1,035 | 100 % | 1,035 |
| RUBENSSTRAAT 165-173 - EDE* | 1991 (2014) | 2,658 | 302 | 100 % | 302 |
| Operator : DC Klinieken | 3,152 | 511 | 100 % | 511 | |
| KRIMKADE 20 - VOORSCHOTEN* | 1992 | 1,181 | 237 | 100 % | 237 |
| LOUIS ARMSTRONGWEG 28 - ALMERE* | 2000 | 1,971 | 274 | 100 % | 274 |
| Operator : Domus Magnus | 3,342 | 1,095 | 100 % | 1,095 | |
| LAURIERSGRACHT - AMSTERDAM* | 1968 (2010) | 3,342 | 1,095 | 100 % | 1,095 |
| Operator : Fundis | 18,531 | 1,999 | 100 % | 1,999 | |
| BRECHTZIJDE 20 - ZOETERMEER* | 1997 (2008) | 9,059 | 649 | 100 % | 649 |
| VAN BEETHOVENLAAN 60 - ROTTERDAM* | 1966 (1999) | 9,472 | 1,350 | 100 % | 1,350 |
| Operator : Gemiva | 3,873 | 585 | 100 % | 585 | |
| CASTORSTRAAT 1 - ALPHEN AAN DEN RIJN* | 2016 | 3,873 | 585 | 100 % | 585 |
| Operators : Het Baken, Estea & Hof van Blom | 5,182 | 732 | 100 % | 732 | |
| HOF VAN BLOM 5-7 - HATTEM* | 2021 | 5,182 | 732 | 100 % | 732 |
| Operator : HWW | 5,326 | 816 | 100 % | 816 | |
| CHRISTOFFEL PLANTIJNSTRAAT 3 - DEN HAAG * | 1986 (2021) | 5,326 | 816 | 100 % | 816 |
| Operator : Stichting Amphia | 0 | 801 | 100 % | 801 | |
| AMPHIA - BREDA* | 2016 | 0 | 801 | 100 % | 801 |
| Operator : Stichting ASVZ | 1,409 | 220 | 100 % | 220 | |
| GANTELWEG - SLIEDRECHT* | 2011 | 1,409 | 220 | 100 % | 220 |
| Operator : Attent Zorg en Behandeling | 1,795 | 241 | 100 % | 241 | |
| KASTANJEHOF 2 - VELP* | 2012 | 1,795 | 241 | 100 % | 241 |
| Operator : Stichting Gezondheidszorg Eindhoven (SGE) | 2,237 | 405 | 100 % | 405 | |
| TILBURGSEWEG-WEST 100 - EINDHOVEN (Strijp Z)* | 2015 | 2,237 | 405 | 100 % | 405 |
| Operator : Stichting JP van den Bent | 1,565 | 214 | 100 % | 214 | |
| HOF VAN ARKEL - TIEL* | 2012 | 1,565 | 214 | 100 % | 214 |
| Operator : Stichting Leger des Heils | 1,181 | 110 | 100 % | 110 | |
| NIEUWE STATIONSSTRAAT - EDE* | 1985 (2008) | 1,181 | 110 | 100 % | 110 |
| Operator : Stichting Martha Flora | 4,668 | 981 | 100 % | 981 | |
| KLOOSTERSTRAAT - BAVEL* | 2017 | 2,142 | 392 | 100 % | 392 |
| RIJKSSTRAATWEG 150 - TWELLO* | 2016 | 2,526 | 589 | 100 % | 589 |
| Operator : Stichting Pantein | 3,809 | 749 | 100 % | 749 | |
| DR. |
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | B Occupancy rate | C = A/B Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|
| KOPSTRAAT 2 - BEUGEN* | 2011 | 3,809 | 749 | 100 % | 749 |
| Operator : Stichting Philadelphia Zorg | 7,250 | 841 | 100 % | 841 | |
| BARONIE 149-197 - ALPHEN AAN DEN RIJN* | 2016 | 2,000 | 209 | 100 % | 209 |
| KONINGIN MAXIMASTRAAT 1-67 - LOPIK (CHURCHILLAAN - LOPIK)* | 2015 | 2,883 | 287 | 100 % | 287 |
| WIJNKOPERSTRAAT 90-94 - GORINCHEM* | 2019 | 2,367 | 345 | 100 % | 345 |
| Operator : Stichting Rijnstate | 3,591 | 509 | 100 % | 509 | |
| MARGA KLOMPELAAN 6 - ARNHEM* | 1994 | 3,591 | 509 | 100 % | 509 |
| Operator : Stichting Saffier | 8,694 | 1,209 | 100 % | 1,209 | |
| FLORIS ARNTZENIUSPLEIN 61-65 - DEN HAAG (Nebo)* | 2004 | 8,694 | 1,209 | 100 % | 1,209 |
| Operator : Stichting Sevagram | 14,700 | 1,325 | 100 % | 1,325 | |
| DE PLATAAN - HEERLEN* | 2017 | 14,700 | 1,325 | 100 % | 1,325 |
| Operators : Stichting Siza | 2,598 | 375 | 100 % | 375 | |
| ARNHEMSESTRAATWEG 5-7 - VELP* | 2015 | 2,598 | 375 | 100 % | 375 |
| Operators : Stichting Sozorg & Martha Flora | 3,074 | 526 | 100 % | 526 | |
| DE RIDDERVELDEN - GOUDA* | 2014 | 3,074 | 526 | 100 % | 526 |
| Operator : Stichting TanteLouise | 16,652 | 2,436 | 100 % | 2,436 | |
| VEILINGDREEF 6 - BERGEN OP ZOOM* | 2010 | 16,652 | 2,436 | 100 % | 2,436 |
| Operator : Stichting Zorgaccent | 4,063 | 372 | 100 % | 372 | |
| DAHLIASTRAAT 1 - NIJVERDAL* | 2006 | 4,063 | 372 | 100 % | 372 |
| Operators : Stichting Zorgaccent & Twentse Zorgcentra | 10,966 | 1,016 | 100 % | 1,016 | |
| REGGEWEG - HELLENDOORN* | (2010) | 10,966 | 1,016 | 100 % | 1,016 |
| Operator : Stichting Zorggroep Noordwest-Veluwe | 3,887 | 626 | 100 % | 626 | |
| ARCADE NW - ERMELO * | 2014 | 3,887 | 626 | 100 % | 626 |
| Germany | 369,849 | 46,186 | 100 % | 46,186 | |
| Operator : Alloheim | 22,264 | 2,598 | 100 % | 2,598 | |
| AUF DER ALTEN BAHN 10 - BICKENBACH* | 2011 | 6,638 | 812 | 100 % | 812 |
| BACHSTELZENRING 3 - NIEBÜLL* | 1997 | 6,289 | 581 | 100 % | 581 |
| RAIFFEISENSTRAßE 2 - ESSENHEIM I* | 2007 | 5,903 | 764 | 100 % | 764 |
| WACKERNHEIMER STRAßE 42 - ESSENHEIM II* | 2014 | 3,434 | 441 | 100 % | 441 |
| Operator : Aspria | 18,836 | 4,975 | 100 % | 4,975 | |
| MASCHSEE - HANNOVER* | 2009 | 11,036 | 2,570 | 100 % | 2,570 |
| UHLENHORST - HAMBURG* | 2012 | 7,800 | 2,405 | 100 % | 2,405 |
| Operator : Azurit Rohr | 39,801 | 4,357 | 100 % | 4,357 | |
| DR. SCHEIDERSTRAßE 29 - RIESA* | 2018 | 6,538 | 945 | 100 % | 945 |
| GAUßSTRAßE 5 - CHEMNITZ* | 2004 | 7,751 | 824 | 100 % | 824 |
| JOSEPH-KEHREIN-STRAßE 1-3 - MONTABAUR* | 2003 (2015) | 11,615 | 1,203 | 100 % | 1,203 |
| RATZELSTRASSE 103 – LEIPZIG* | 2022 | 7,180 | 819 | 100 % | 819 |
| UNTERE AKTIENSTRAßE 2-4 - CHEMNITZ (SENIORENZENTRUM BRÜHL)* | 2007 | 6,717 | 566 | 100 % | 566 |
| Operator : Convivo | 4,354 | 551 | 100 % | 551 | |
| LANGE STRAßE 5-7 - LANGELSHEIM* | 2004 | 4,354 | 551 | 100 % | 551 |
| Operator : Curata | 32,050 | 3,372 | 100 % | 3,372 | |
| BURG BINSFELD - NÖRVENICH* | 1533 (1993) | 8,146 | 930 | 100 % | 930 |
| HÄHNER WEG 5 - REICHSHOF - DENKLINGEN* | 1900 (1998) | 7,604 | 948 | 100 % | 948 |
| HERZOG-JULIUS-STRAßE 93 - BAD HARZBURG* | 1870 (2010) | 12,459 | 1,427 | 100 % | 1,427 |
| SCHLOßFREIHEIT 3 - NEUSTADT-GLEWE* | 1997 | 3,841 | 67 | 100 % | 67 |
| Operator : Domus Cura | 3,086 | 780 | 100 % | 780 | |
| SCHÖNE AUSSICHT 2 - NEUNKIRCHEN* | 2009 | 3,086 | 780 | 100 % | 780 |
| Operator : Incura | 6,475 | 820 | 100 % | 820 | |
| FREIENSEHNERSTRASSE 9 - LINDENFELS* | 1980 (2008) | 6,475 | 820 | 100 % | 820 |
| Operator : Kaiser Karl Klinik (Groupe Eifelhöhen-Klinik) | 11,881 | 2,321 | 100 % | 2,321 | |
| KAISER KARL KLINIK - BONN* | 1995 (2013) | 11,881 | 2,321 | 100 % | 2,321 |
| I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 160 | Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | C = A/B 2 |
| --- | --- | --- | --- | --- | --- |
| Operator : Korian Germany | 47,655 | 4,198 | 100 % | 4,198 | |
| AUF DER HUDE 60 - LÜNEBURG* | 2004 | 6,100 | 709 | 100 % | 709 |
| BERNHARD-WITTE-STRASSE 2 - WADERSLOH* | 2015 | 4,963 | 517 | 100 % | 517 |
| GRENZSTRASSE 12 - PFORZHEIM* | 2006 | 8,589 | 870 | 100 % | 870 |
| HIRSCHHALDE 1 - BAD DURRHEIM* | 1890 (1992) | 11,622 | 850 | 100 % | 850 |
| RIESEBUSCH 2 - BAD SCHWARTAU* | 1987 | 9,740 | 500 | 100 % | 500 |
| TRINENKAMP 17 - GELSENKIRCHEN* | 1998 | 6,641 | 752 | 100 % | 752 |
| Operator : M.E.D. Gesellschaft für Altenpflege | 4,602 | 588 | 100 % | 588 | |
| RESIDENZWEG 2 - CALAU (SENIORENRESIDENZ CALAU - CALAU)* | 2015 | 4,602 | 588 | 100 % | 588 |
| Operator : Mohring Gruppe | 10,513 | 934 | 100 % | 934 | |
| WESTSTRAßE 12-20 - BAD SASSENDORF* | 1968 (2013) | 10,513 | 934 | 100 % | 934 |
| Operator : Newcare | 2,940 | 413 | 100 % | 413 | |
| AM STEIN 20 - NEUSTADT/WESTERWALD* | 2012 | 2,940 | 413 | 100 % | 413 |
| Operator : Novent | 4,691 | 550 | 100 % | 550 | |
| AM EXERZIERPLATS 26 - NIENBURG* | 1993 (1999) | 4,691 | 550 | 100 % | 550 |
| Operator : Oberberg | 8,036 | 1,486 | 100 % | 1,486 | |
| AM SANDFELD 34 - KAARST* | 2020 | 8,036 | 1,486 | 100 % | 1,486 |
| Operator : Orpea Germany | 50,088 | 5,839 | 100 % | 5,839 | |
| AM KASTANIENPARK 2 & 24 - WIESMOOR* | 1997 (2020) | 4,926 | 578 | 100 % | 578 |
| FOCKENBOLLWERKSTRAßE 31 - AURICH* | 1994 (2020) | 4,858 | 615 | 100 % | 615 |
| KURPROMENADE 6-8 - BAD LANGENSALZA* | 1998 | 13,471 | 1,181 | 100 % | 1,181 |
| NEXUS KLINIK - BADEN-BADEN* | 1896 (2005) | 4,706 | 911 | 100 % | 911 |
| PROF.-KURT-SAUER-STRAßE 4 - BAD SCHÖNBORN* | 1997 (2020) | 17,450 | 1,988 | 100 % | 1,988 |
| TANNENFELD 1 - BRUCHMUHLBACH* | 2010 | 4,677 | 566 | 100 % | 566 |
| Operator : Schönes Leben | 14,546 | 1,877 | 100 % | 1,877 | |
| AM WALLGRABEN 29 - JÜLICH* | 2006 (2022) | 5,944 | 774 | 100 % | 774 |
| DÜSSELDORFER STRAßE - JÜLICH* | 2022 | 8,602 | 1,103 | 100 % | 1,103 |
| Operator : Stella Vitalis | 88,031 | 10,528 | 100 % | 10,528 | |
| AM TANNENWALD 6 - SWISTTAL* | 2018 | 5,081 | 638 | 100 % | 638 |
| BAHNHOFSTRAßE 10 - HAAN* | 2010 | 5,656 | 795 | 100 % | 795 |
| BIRKSTRAßE 41 - LECK* | 1999 (2000) | 4,407 | 365 | 100 % | 365 |
| BRESLAUER STRAßE 2 - WEIL AM RHEIN* | 2015 | 5,789 | 647 | 100 % | 647 |
| BRUNNENSTRAßE 6 A - LUNDEN* | 1999 (2002) | 8,153 | 521 | 100 % | 521 |
| BUCHAUWEG 22 - SCHAFFLUND* | 1998 (2004) | 3,881 | 467 | 100 % | 467 |
| DORSTENER STRAßE 12 - BOCHUM* | 2010 | 5,120 | 817 | 100 % | 817 |
| EPPMANNSWEG 76 - GELSENKIRCHEN* | 2017 | 5,074 | 591 | 100 % | 591 |
| ESCHWEILER STRAßE 2 - ALSDORF* | 2010 | 5,302 | 741 | 100 % | 741 |
| FÖRSTEREIWEG 6 - ASCHEFFEL* | 1991 (1997) | 4,925 | 377 | 100 % | 377 |
| GROßER GARTEN 1 - FRIEDRICHSTADT (STAPELHOLMER PLATZ - FRIEDRICHSTADT)* | 2017 | 5,590 | 645 | 100 % | 645 |
| JUPITERSTRAßE 28 - DUISBURG-WALSUM* | 2007 | 4,420 | 689 | 100 % | 689 |
| KÖLNER STRAßE 54-56 - WEILERWIST* | 2016 | 4,205 | 638 | 100 % | 638 |
| OSTERENDE 5 - VIÖL* | 2002 | 3,099 | 280 | 100 % | 280 |
| OSTERFELD 3 - GOSLAR* | 2014 (2015) | 5,880 | 535 | 100 % | 535 |
| OSTRING 100 - BOTTROP* | 2008 | 4,377 | 634 | 100 % | 634 |
| SEESTRAßE 28/30 - ERFSTADT* | 2008 | 7,072 | 1,145 | 100 % | 1,145 |
| Spain | 149,096 | 13,120 | 100 % | 13,120 | |
| Operator : Amavir | 13,746 | 1,233 | 100 % | 1,233 | |
| CABARCENO 4 - SARRIGUREN* | 2022 | 7,996 | 690 | 100 % | 690 |
| MAYORAZGO 14 – VALLECAS * | 2022 | 5,750 | 543 | 100 % | 543 |
| Operator : Avita | 9,762 | 595 | 100 % | 595 | |
| SAN LUCAR 20 – PUERTO SANTA MARIA* | 2022 | 9,762 | 595 | 100 % | 595 |
| Operator : Clece | 27,619 | 3,195 | 100 % | 3,195 | |
| BARCELONA 11 - CASTELLÓN* | 2022 | 4,057 | 468 | 100 % | 468 |
| EMILIA PARDO BAZAN 116 - VIGO* | 2021 | 5,373 | 500 | 100 % | 500 |
| ERNESTO CHE GUEVARA 162 - OLEIROS* | 2021 | 4,816 | 680 | 100 % | 680 |
| JAUME II 57 - LERIDA* | 2022 | 5,882 | 775 | 100 % | 775 |
| MARIANO SANZ 39 - CARTAGENA* | 2022 | 7,491 | 772 | 100 % | 772 |
| 161 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO I | Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | C = A/B 2 |
| --- | --- | --- | --- | --- | --- |
| Operator : DomusVi | 68,107 | 5,554 | 100 % | 5,554 | |
| ACCESO IV PLANT 41 - SAGUNT* | 1985 (2001) | 5,544 | 555 | 100 % | 555 |
| AMAPOLA 38 - VALDEPENAS* | 1998 | 5,677 | 207 | 100 % | 207 |
| AMETLLER 6 - HOSPITALET DE LLOBREGAT* | 2005 | 5,968 | 659 | 100 % | 659 |
| ANTEQUERA 8 - BARCELONA* | 2002 | 4,370 | 588 | 100 % | 588 |
| CASSERRES 1 - PUIG REIG* | 1995 (2008) | 6,794 | 816 | 100 % | 816 |
| FRANCISCO VITORIA 24 - VALLADOLID* | 2013 | 9,246 | 646 | 100 % | 646 |
| MARE DE DEU DEL COLL 22 - BARCELONE* | 1997 | 7,300 | 800 | 100 % | 800 |
| MEJORANA 100 - ALHAURIN DE LA TORRE* | 1997 (2006) | 6,107 | 246 | 100 % | 246 |
| MORALEJA 1 - VILLARALBO* | 2007 | 7,006 | 274 | 100 % | 274 |
| PARTIDA GRAO - ALPICAT* | 1995 (2001) | 3,964 | 545 | 100 % | 545 |
| POLIGONO SANTA BARBARA - THARSIS* | 1994 (2002) | 6,131 | 218 | 100 % | 218 |
| Operator : Emera | 4,297 | 562 | 100 % | 562 | |
| VILLAROBLEDO 19 - MADRID* | 2022 | 4,297 | 562 | 100 % | 562 |
| Operator : Orpea Spain | 10,628 | 912 | 100 % | 912 | |
| CAPUCHINOS 85 - CASTELLÓN* | 2020 | 6,100 | 460 | 100 % | 460 |
| ZABALBIDE - BILBAO* | 2021 | 4,528 | 452 | 100 % | 452 |
| Operator : Reifs | 14,937 | 1,069 | 100 % | 1,069 | |
| CONSTELACIÓN CORONA AUSTRAL 1 - UTRERA* | 2004 | 7,067 | 590 | 100 % | 590 |
| MARTIN DE GAINZA 12 - ALCALÁ DE GUADAÍRA* | 2006 | 7,870 | 480 | 100 % | 480 |
| Finland | 22,965 | 4,720 | 100 % | 4,720 | |
| Operator : Esperi Care | 2,747 | 680 | 100 % | 680 | |
| HARRIKUJA 8 - VANTAA* | 2021 | 2,747 | 680 | 100 % | 680 |
| Operator : Familar | 1,448 | 321 | 100 % | 321 | |
| PAPPILANTIE 4 B - ASKOLA* | 2019 | 726 | 162 | 100 % | 162 |
| RAUTATIENKATU 4 - LITTI* | 2019 | 722 | 159 | 100 % | 159 |
| Operator : Ikifit | 4,117 | 765 | 100 % | 765 | |
| BONETTIPOLKU 1 - TURKU (Aura)* | 2022 | 2,467 | 417 | 100 % | 417 |
| TAIMITIE 3 - YLOJARVI (Aura)* | 2022 | 1,650 | 349 | 100 % | 349 |
| Operator : Kepakoti | 1,079 | 260 | 100 % | 260 | |
| FYNDVÄGEN 4 - SIPOO* | 2020 | 1,079 | 260 | 100 % | 260 |
| Operator : Medivida Hoiva | 1,200 | 266 | 100 % | 266 | |
| HEINOLANTIE 506 B - LAHTI* | 2020 | 1,200 | 266 | 100 % | 266 |
| Operator : Mehiläinen | 4,549 | 1,067 | 100 % | 1,067 | |
| VAASANPUISTIKKO 22 - VAASA* | 2021 | 4,549 | 1,067 | 100 % | 1,067 |
| Operator : Nonna | 6,482 | 1,077 | 100 % | 1,077 | |
| FLEMINGINKATU 9 - TURKU (Flora)* | 2022 | 3,741 | 675 | 100 % | 675 |
| RIISTATIE 3 - ROVANIEMI* | 2022 | 2,741 | 402 | 100 % | 402 |
| Operator : Pilke Päiväkodit | 590 | 122 | 100 % | 122 | |
| MANTTAALITIE 8 - LEMPÄÄLÄ* | 2021 | 590 | 122 | 100 % | 122 |
| Operator : Sefiko | 753 | 161 | 100 % | 161 | |
| PORTTILANTIE 5 - TERVAKOSKI* | 2019 | 753 | 161 | 100 % | 161 |
| Ireland | 39,244 | 4,873 | 100 % | 4,873 | |
| Operator : DomusVi | 39,244 | 4,873 | 100 % | 4,873 | |
| CAIRN HILL WESTMINSTER ROAD - CORNELSCOURT* | 1999 | 1,742 | 455 | 100 % | 455 |
| DRUMALEE - CAVAN* | 2007 | 8,540 | 420 | 100 % | 420 |
| MALAHIDE ROAD - BALGRIFFIN* | 2001 | 6,998 | 1,174 | 100 % | 1,174 |
| SEA ROAD - CASTLEBELLINGHAM* | 2002 | 2,520 | 578 | 100 % | 578 |
| STAMULLEN ROAD - GORMANSTON* | 2000 | 10,367 | 683 | 100 % | 683 |
| STOCKHOLE LANE - CLOGHRAN* | 2016 | 4,956 | 1,008 | 100 % | 1,008 |
| THE CURRAGH - SUNCROFT* | 2000 | 4,121 | 555 | 100 % | 555 |
| Italy | 75,873 | 11,241 | 100 % | 11,241 | |
| Operator : Codess Sociale | 12,898 | 1,490 | 100 % | 1,490 | |
| BOCCACCIO 96 - PADUA* | 2000 (2012) | 12,898 | 1,490 | 100 % | 1,490 |
| Operator : Colisée Patrimoine Groupe | 10,960 | 1,100 | 100 % | 1,100 | |
| MARIA TERESA FORNASIO 30 - BEINASCO* | 2021 | 4,410 | 450 | 100 % | 450 |
| VERBANO 289 - NOVARA* | 2021 | 6,550 | 650 | 100 % | 650 |
| I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 162 | Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | C = A/B 2 |
| --- | --- | --- | --- | --- | --- |
| Operator : Korian | 24,640 | 4,227 | 100 % | 4,227 | |
| CRESCITELLI 1 - MONZA* | 1987 (1997) | 9,196 | 1,469 | 100 % | 1,469 |
| IPPOCRATE 18 - MILAN* | 2005 | 15,444 | 2,758 | 100 % | 2,758 |
| Operator : Kos | 27,375 | 4,423 | 100 % | 4,423 | |
| DON LUIGI UBOLDI 40 - BOLLATE* | 2003 | 7,210 |
I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO I
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) A | Contractual rents (x 1,000 EUR) | C = A/B 2 | Occupancy rate B | 3 Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|---|
| SAN FAUSTINO 21 - MILAN* | 2003 | 1,068 | 1,068 | 100 % | 1,068 | |
| SAN FAUSTINO 27 - MILAN* | 2003 | 12,577 | 2,073 | 100 % | 2,073 | |
| United Kingdom | 9,411 | 3,386 | 100 % | 3,386 | ||
| Operator : Country Court Care Homes | 9,411 | 3,386 | 100 % | 3,386 | ||
| ELBA GATE - MILTON KEYNES* | 2017 | 3,158 | 1,113 | 100 % | 1,113 | |
| FERRARS ROAD 14 - HUNTINGDON* | 2016 | 3,166 | 1,140 | 100 % | 1,140 | |
| PRINCES AVE - WELWYN GARDEN* | 2018 | 3,087 | 1,132 | 100 % | 1,132 | |
| OFFICES | 357,971 | 66,338 | 94 % | 70,570 | ||
| Antwerp periphery | 12,994 | 2,265 | 95 % | 2,395 | ||
| AMCA - AVENUE BUILDING* | 2010 | 9,403 | 1,613 | 94 % | 1,713 | |
| AMCA - LONDON TOWER (+ residential)* | 2010 | 3,591 | 652 | 96 % | 682 | |
| Brussels’ CBD | 153,530 | 36,132 | 97 % | 37,394 | ||
| ARTS/KUNST 27* | 1977 (2009) | 3,734 | 1,022 | 98 % | 1,047 | |
| ARTS/KUNST 46* | 1966 (1998) | 11,516 | 2,508 | 96 % | 2,603 | |
| ARTS/KUNST 47-49* | 1977 (2022) | 7,283 | 1,582 | 88 % | 1,788 | |
| ARTS/KUNST 19 H (Quartz)* | 2020 | 9,186 | 2,253 | 100 % | 2,253 | |
| AUDERGHEM/OUDERGEM 22-28* | 2004 | 5,853 | 1,217 | 85 % | 1,423 | |
| BELLIARD 40* | 2018 | 20,323 | 5,697 | 99 % | 5,727 | |
| GUIMARD 10-12* | 1980 (2015) | 10,410 | 2,846 | 100 % | 2,849 | |
| LIGNE 13* | 2007 | 3,693 | 724 | 87 % | 834 | |
| LOI/WET 34* | 2001 | 6,882 | 1,129 | 87 % | 1,302 | |
| LOI/WET 56* | 2008 | 9,484 | 1,869 | 100 % | 1,869 | |
| LOI/WET 57* | 2001 | 10,279 | 1,834 | 100 % | 1,834 | |
| LOI/WET 227* | 1976 (2009) | 5,915 | 1,537 | 98 % | 1,563 | |
| LUXEMBOURG/LUXEMBURG 40* | 2007 | 7,522 | 1,569 | 100 % | 1,569 | |
| MEEÛS 23 (+ parking)* | 2010 | 8,807 | 2,487 | 98 % | 2,538 | |
| PORT/HAVEN 86 C* | 2014 | 16,725 | 4,296 | 100 % | 4,296 | |
| SCIENCE/WETENSCHAP 41* | 1960 (2001) | 2,932 | 647 | 98 % | 660 | |
| TRÔNE/TROON 98* | 1986 | 5,757 | 1,192 | 92 % | 1,290 | |
| TRÔNE/TROON 100* | 2020 | 7,229 | 1,724 | 88 % | 1,949 | |
| Brussels decentralised | 106,281 | 16,781 | 90 % | 18,598 | ||
| BOURGET 40* | 1998 (2020) | 14,263 | 2,126 | 100 % | 2,127 | |
| BOURGET 42* | 2001 | 25,746 | 4,210 | 92 % | 4,584 | |
| BOURGET 44* | 2001 | 14,049 | 2,076 | 85 % | 2,452 | |
| BOURGET 50* | 1998 (2021) | 4,878 | 305 | 44 % | 685 | |
| BRANDWHITLOCK 87-93* | 1991 | 6,216 | 1,022 | 96 % | 1,063 | |
| GEORGIN 2* | 2007 | 17,681 | 2,745 | 100 % | 2,745 | |
| TERVUEREN/TERVUREN 270-272 (THE GRADIENT)* | 1976 (2013) | 19,580 | 3,515 | 84 % | 4,162 | |
| WOLUWE 58 (+ parking Saint Lambert/Sint Lambrechts)* | 1986 (2001) | 3,868 | 781 | 100 % | 781 | |
| Brussels periphery | 51,975 | 5,566 | 85 % | 6,540 | ||
| MERCURIUS 30* | 2001 | 6,124 | 638 | 100 % | 638 | |
| PARK LANE (10 buildings)* | 2000 | 36,635 | 4,046 | 81 % | 4,972 | |
| AVENUE DE LA WOLUWE/WOLUWELAAN 151 (2 buildings)* | 1997 | 9,216 | 883 | 95 % | 931 | |
| Other regions | 33,191 | 5,594 | 99 % | 5,642 | ||
| ALBERT I er 4 - CHARLEROI* | 1967 (2005) | 19,189 | 3,110 | 100 % | 3,110 | |
| MECHELEN STATION - MECHELEN (2 buildings)* | 2002 | 14,002 | 2,484 | 98 % | 2,532 |
163 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO I
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) A | Contractual rents (x 1,000 EUR) | C = A/B 2 | Occupancy rate B | 3 Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|---|
| OFFICE BUIDLINGS WITH SOLD LEASE RECEIVABLES | 13,319 | 2,885 | 100 % | 2,885 | ||
| Brussels’ CBD | 9,182 | 2,395 | 100 % | 2,395 | ||
| NERVIENS/NERVIËRS 105* | 1980 (2008) | 9,182 | 2,395 | 100 % | 2,395 | |
| Brussels decentralised | 4,137 | 489 | 100 % | 489 | ||
| COLONEL BOURG/KOLONEL BOURG 124* | 1988 (2009) | 4,137 | 489 | 100 % | 489 | |
| PROPERTY OF DISTRIBUTION NETWORKS | 315,665 | 34,815 | 100 % | 34,823 | ||
| Pubstone | 304,596 | 33,066 | 100 % | 33,066 | ||
| Pubstone Belgium (661 buildings)* | 264,272 | 21,917 | 100 % | 21,917 | ||
| Brussels | 39,739 | 4,463 | 100 % | 4,463 | ||
| Flanders | 164,277 | 12,880 | 100 % | 12,880 | ||
| Wallonia | 60,256 | 4,573 | 100 % | 4,573 | ||
| Pubstone Netherlands (206 buildings)* | 40,324 | 11,150 | 100 % | 11,150 | ||
| MAAF (15 buildings)* | 2,026 | 252 | 97 % | 261 | ||
| Other Belgium | 9,043 | 1,496 | 100 % | 1,496 | ||
| KROONVELDLAAN 30 - DENDERMONDE | 2012 | 9,043 | 1,496 | 100 % | 1,496 | |
| TOTAL PROPERTIES AVAILABLE FOR LEASE AND ASSETS HELD FOR OWN USE | 2,374,113 | 335,766 | 99 % | 340,316 | ||
| HEALTHCARE RENOVATION PROJECTS | 6,518 | |||||
| Belgium | 0 | |||||
| BLOEMENLAAN - OUDENBURG* | 0 | |||||
| NEW FARNIENTANE - JUPRELLE* | 0 | |||||
| NEW SITELLES - GENAPPE* | 0 | |||||
| VILLA BATAVIA - GRIMBERGEN* | 0 | |||||
| France | 0 | |||||
| VILLA BAUCIS - FONTAINEBLEAU* | 0 | |||||
| VILLERS-SUR-MER* | 0 | |||||
| The Netherlands | 0 | |||||
| RAADHUISSTRAAT 18-32 - HOOGERHEIDE* | 0 | |||||
| TERGOOI - HILVERSUM* | 0 | |||||
| Germany | 6,518 | |||||
| OSTLICHE RINGSTRASSE 12 - INGOLSTADT* | 6,518 | |||||
| Spain | 0 | |||||
| ALLER B-2 A - OVIEDO* | 0 | |||||
| CALLAO 13 - MAJORQUE/MALLORCA* | 0 | |||||
| CLAVELES - MARACENA* | 0 | |||||
| DONANTES DE ÓRGANOS 16 - CÓRDOBA* | 0 | |||||
| ISLAS CANARIAS 98 - SANTA CRUZ DE TENERIFE* | 0 | |||||
| LIBERTAD – ELCHE* | 0 | |||||
| MATERNITAT D’ELNA 1 - TARRAGONA* | 0 | |||||
| NOVELDA 26/28 - ALICANTE* | 0 | |||||
| PAU ALJAMAR 10 - TOMARES* | 0 | |||||
| PINADA 81/83 - MURCIA* | 0 | |||||
| RÍO ADRA - CASTELLÓN* | 0 | |||||
| VICENTE RISCO 18 - ORENSE* | 0 | |||||
| Finland | 0 | |||||
| AALLONMURTAJANKATU 3 - KUOPIO* | 0 | |||||
| KAUPINKATU 2 - RAISIO* | 0 | |||||
| PUNAKIVENTIE 19 - HELSINKI* | 0 | |||||
| RATAMESTARINKATU 7 - ROVIANIEMI II* | 0 | |||||
| OFFICES RENOVATION PROJECTS | 24,653 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 164
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) A | Contractual rents (x 1,000 EUR) | C = A/B 2 | Occupancy rate B | 3 Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|---|
| LOI/WET 85* | 3,735 | |||||
| MONTOYER 10* | 6,205 | |||||
| STATIONSTRAAT 110 - MECHELEN* | 14,713 | |||||
| RENOVATION PROJECTS REAL ESTATE OF DISTRIBUTION NETWORKS | 0 | |||||
| TENREUKEN | 0 | |||||
| LAND RESERVE HEALTHCARE REAL ESTATE | 0 | |||||
| GABRIEL MIRO 3 – DOS HERMANAS* | 0 | |||||
| NOORDDUIN - COXYDE/KOKSIJDE | 0 | |||||
| ÖSTLICHE RINGSTRASSE 11 - INGOLSTADT* | 0 | |||||
| SUR SEAUMONT - MARCHE-EN-FAMENNE | 0 | |||||
| ZAMORA 43 - VALLADOLID* | 0 | |||||
| LAND RESERVEOFFICES | 0 | |||||
| Anvers Singel | 0 | 1 | 1 | |||
| QUINTEN* | 0 | |||||
| REGENT* | 0 | |||||
| ROYAL HOUSE* | 0 | |||||
| UITBREIDINGSTRAAT 2-8* | 0 | |||||
| UITBREIDINGSTRAAT 10-16* | 1 | 1 | ||||
| Brussels’ CBD | 0 | 27 | 27 | |||
| DE LIGNE* | 3 | 3 | ||||
| EGMONT I * | 14 | 14 | ||||
| EGMONT II * | 6 | 6 | ||||
| LOUISE/LOUIZA 140* | 0 | 0 | ||||
| MONTOYER 14* | 2 | 2 | ||||
| MONTOYER 40* | 0 | 0 | ||||
| Brussels decentralised | 0 | 2 | 2 | |||
| COCKX 8-10* | 0 | 0 | ||||
| WOLUWE 34* | 2 | 2 | ||||
| Brussels periphery | 0 | 0 | 0 | |||
| KEIBERG PARK* | 0 | |||||
| TOTAL PROPERTIES AVAILABLE FOR LEASE, ASSETS HELD FOR OWN USE AND DEVELOPMENT PROJECTS | 2,405,284 | 335,796 | 99 % | 340,346 | ||
| ASSETS HELD FOR SALE | 81,494 | |||||
| Belgium | 53,999 | |||||
| HERRMANN DEBROUX 44-46* | 1992 | 9,666 | ||||
| PARK HILL (4 buildings)* | 2000 | 16,676 | ||||
| RUE DE GENÈVE/GENEVESTRAAT 12 (Everegreen)* | 1992 (2006) | 16,062 | ||||
| SOUVERAIN/VORST 36* | 1998 | 8,310 | ||||
| WOLUWE 62* | 1988 (1997) | 3,285 | ||||
| France | 27,495 | |||||
| HÉLIO MARIN - HYÈRES* | 1975 | 12,957 | ||||
| MAAF (56 buildings)* | 14,538 | |||||
| CONSOLIDATED PORTFOLIO GRAND TOTAL | 2,486,778 | 335,796 | 99 % | 340,346 | ||
| 165 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO I |
Market commentary
- All market commentaries were written in English by Cushman & Wakefield, PwC, CBRE, Colliers and Jones LangLasalle.
- Femarbel : Federation of nursing and care homes.
Healthcare real estate
As at 31 December 2022, the fair value of Cofinimmo’s consoli- dated healthcare real estate portfolio accounted for 70 % of the company’s total consolidated portfolio. In this segment, Cofinimmo owns properties worth nearly 4.4 billion EUR in nine countries, namely : Belgium, France, Germany, the Netherlands, Spain, Finland, Ireland, Italy and the United Kingdom. In total, Cofinimmo owns 300 healthcare properties having together a total capacity of nearly 28,700 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 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.
Nursing and care homes landscape
According to the latest statistics (provided by Femarbel 2 ) avail- able, Belgium counts about 1,500 nursing and care homes offering together a total capacity of approximately 150,000 beds. It is estimated that an overall capacity of around 178,000 accom- modation 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 all sectors included over the year 2022 amounted to nearly 6 billion EUR, i.e a 50 % increase compared to the previous year, thanks to important transactions in the market segment. Approximately 10 % of the investment volumes refers to nursing and care homes. Local players, mainly REITs and insurance companies continue to dominate this market, though international actors such as La Française Real Estate or Healthcare Activos entered the market in the end of 2022. Following mitigated market conditions and the rise of the interest rates, the prime yields for prime assets have slightly increased compared to 2021 to settle between 4,25 % and 4,75 % depending of the region. Following the COVID-19 outbreak and the negative impact on occupancy rate, these latest ones started to increase as from the second part of the year 2021. The situation in Ukraine and running inflation could however weigh on the affordability of the nursing homes (positive effect on the indexation of the rents, negative effect that some residents could have some difficulties to bear the rising costs), while high energy prices could contribute in the long-term to a greening of the more obsolete nursing and care properties.
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 75 and over was 10.1 % in 2022 and will gradually rise to reach 14.9 % by 2040. 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 French population, 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 7,350 nursing and care homes offering together a total capacity of approximately 596,000 beds. It is estimated that an overall capacity of around 700,000 accommodation 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 45% of the beds, private operators for approximately 24% 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 facilities 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 establishments towards flexibility. Driven by an activity-based funding approach, there has also been an increase in day/night hospitalisations 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 follow-up and rehabilitation care centres (F&R) with growth of 1.1% for full hospitalisations and 7.6% for partial hospitalisations.
Nationally, beds in for-profit private clinics account for 24% of the overall health stock, compared with 61% for public establishments and 15% for not-for-profit. 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, for-profit private sector. Only for-profit 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,…) 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
The transaction volume over the year 2022 amounted to nearly 1.3 billion EUR, i.e. a 5% decrease compared to 2021. Approximately 40% of the investment volumes refers to nursing and care homes. Local players dominated this market especially Primonial REIM accountable for around 40% of the total of investment volume in 2022.
The expected economic bounce-back from the pandemic is being hampered by the changing outlook and elevated levels of uncertainty. Momentum gained in the post-pandemic period indeed came to a halt over the first quarter of 2022, due to a series of external shocks: a new wave of the epidemic and supply chain disruption in China, the situation in Ukraine and resultant sharp increase in energy prices. In a context of downward economic risk and lingering pandemic, annual inflation in the Eurozone reached 10.7% in October. In line with this macro-economic trend, interest rates have increased sharply in Europe impacting all commercial real estate classes. In the second half of 2022, we have started to observe yield increases for all asset classes. The healthcare market is not exempt from this trend even if the yield increase has been more limited in comparison with other markets such as logistic or office in France. Major healthcare transactions closed between September and December 2022 have reflected pre-crisis level of yields considering the fact that the yield had been secured before the interest rates increase. Consequently, the prime yield for nursing homes is still around 4.00% in region and could even be lower in Paris and Greater Paris area (3.50% - 3.75%).
- Source: https://www.zorgkaartnederland.nl/verzorghuis-en-verzorgingshuis
- Wet langdurige zorg / long-term care law.
Inflation was strong in France in 2022 (+ 5.9%) and is expected to be more limited in 2023. The inflation has been impacted so far on operators’ revenue and margins. The rents have also been significantly indexed during 2022 in line with the current indexation. Despite the initial recovery of the economy from the pandemic, European countries are currently experiencing heightened uncertainty due to the wider global impacts from the war in Ukraine, increased inflationary pressures with inflation having increased significantly, employees in several sectors threatening industrial action in response to the higher costs of living expenses. We have noticed in European countries an increase in interest rates in response to inflation resulting in higher borrowing costs. These factors are impacting on growth and consumer confidence. In recognition of the potential for market conditions to move rapidly in response to wider economic and political changes, we highlight the importance of the valuation date as it is important to understand the market context under which the valuation opinion was prepared.
The Dutch healthcare market
Demographic evolution in the Netherlands
According to Statistics Netherlands (CBS), the percentage of people aged 65 and older in the Netherlands is increasing and will rise from 3.6 million in 2022 (20% of the population) to 4.8 million people in 2040 that will be 25% of the population. The share of people aged 80 and over was 0.9 million at the end of 2022 and will gradually increase to 1.6 million in 2040. Apart from the current supply, an increase in the number of residential and care homes is needed to meet the growing demand associated with the aging population.
Care dependency
Given the growing proportion of elderly people in the Dutch population, the total number of care dependents will increase from 0.8 million in 2022 to 1.1 million in 2040, or an increase of 38%. It goes without saying that the proportion of care dependents increases with age (ActiZ).
Nursing and care homes landscape
According to the latest available statistics, the Netherlands has approximately 2,353 nursing and care homes with a total capacity of approximately 130,000 beds¹. In the Netherlands, more than 120,000 people live in a nursing home. They receive care and support there 24 hours a day, 7 days a week. At the same time, more than 21,000 people are on a waiting list for a place in the nursing home (ActiZ.nl). It is estimated that by 2026 a total capacity of approximately 25,000 additional housing units will be needed for people with a Wlz² indication and by 2040 more than 100,000 housing units. This represents an average annual growth of more than 3% housing units between now and 2040. According to the government, it will not be possible to achieve that. In 2022, the government has frozen the current number of 130,000 nursing home units and announced that nursing home care must be organized differently to be future proof (Living, Support and Care for the Elderly programme, WOZO). This is mainly based on a limited number of available healthcare workers now and in the future and to keep healthcare affordable.
Primary healthcare centre and clinic landscape
In addition to the trend of healthcare providers in the healthcare sector to sell their real estate (often sale and lease back), PwC are increasingly seeing a similar shift within the cure sector. More investors are willing to invest in 1st and 2nd-line care centres. Regarding primary healthcare centres, a study of the national association of general practitioners (LHV, 2021) shows that GPs¹ face difficulties 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 insufficient space and that they are getting stuck in their search for suitable housing.
Market trends
The transaction volume for the year 2022 was approximately 1.34 billion EUR. More than 85% of the investment volume relates to residential care centres. A large 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 has continued to increase over the past year. First-class net initial yields are between approximately 3.7% and 5.5% for residential homes of prime assets, depending on the quality of the location, building and tenant, as well as the remaining lease term. Approximately 160 million EUR was invested in cure real estate. The net initial yield showed an upward trend in 2022. A lack of investment opportunities, combined with a growing number of people interested in healthcare real estate, is keeping returns under pressure. As a result, parties have had to broaden their scope and consider investing in healthcare real estate development projects (NIY 4.2% - 5.2%) and other segments within the care and cure sector, such as primary healthcare centres, clinics, and rehabilitation centres. Prime net initial yields are between approximately 4.5% and 6.5% for primary care centres with prime assets, depending on the quality of the location, building and tenant(s) and remaining lease term.# The net initial yield showed an upward trend in 2022. Yield shifts can be explained by rising interest rates. Due to the situation in Ukraine, energy prices have risen enormously and with-it inflation. A reaction from the ECB was inevitable, the deposit rate rose from -0.5 % to 2.0 % in 2022, with the expecta - tion that it will rise further in 2023. Public operators account for the largest share of all nursing home beds, the number of private operators is approximately 300 (approximately 13 % in 2020 and 5,400 units) and growing. Occupancy rate nursing homes After a period of lower occupancy rates in nursing and care homes, the occupancy rate started to rise again from February 2022. The number of people with a long-term care indication who are waiting for care has not risen as much as in mid-2022. 1. General practitioners. On 1 July, 21,653 people were on the waiting list, on the refer- ence date in August that number had risen by 1,844 to 23,497. The number of people waiting has increased in all three sec- tors (nursing and care home, care for the disabled and mental healthcare, NZA 2022). There are no waiting lists in the more expensive private nursing homes or assisted living homes and in several cases, units have not yet been rented out. Long-term care funding (Wlz) Healthcare operating organisations are confronted with increas- ing salary costs for employees, higher rental costs due to index - ation and higher energy costs. The Dutch Healthcare Authority (NZA) assumes an integral cost increase of 2.5 % per year, which seems insufficient.
The German healthcare market
Demographic evolution in Germany
According to the German Federal Statistical Office (Destatis), the percentage of persons aged 67 and over in Germany is increas- ing and will peak at 26 % of the population by 2037 representing 21.2 million people. The proportion of persons aged 80 and over was 7 % in 2022 and will gradually rise to reach 11 % 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 German population, the total number of care-dependent persons will increase from 4.13 million in 2019 to 5.37 million by 2040, i.e. a 30 % increase. Needless to say that the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
According to the latest statistics form German Federal Statistical Office (Destatis) in 2021 available, Germany counts about 16,000 nursing and care homes offering together a total capacity of approximately 888,000 beds. It is estimated that an overall capacity of around 157,000 accom- modation units will be needed by 2030. This represents an aver- age annual growth of 293,000 accommodation units between now and 2030. Public operators account for approximately 5 % of the homes, private operators for approximately 43 % and non-profit sector operators for approximately 53 % of the beds.
Assisted living
According to the latest available statistics from Pflegemarkt. com in 2022, there are around 380,000 assisted living facilities at 7,500 locations in Germany. A growth of 16 % since 2018. Public operators account for approximately 5 % of the homes, private operators for approximately 29 % and non-profit sector operators for approximately 63 % of the beds.
Rehabilitation clinics
According to the latest statistics from German Federal Statis- tical Office (Destatis) in 2022 available, Germany counts about 1,100 rehabilitation centres offering together a total capacity of approximately 162,000 beds.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 168
Private operators account for 54 % of the market, with around 590 facilities in 2021. The private facilities are followed by non-profit facilities with about 290. The fewest facilities are operated by the public sector. This amounts to around 210 facilities. When looking at the distribution of the preventive care and rehabilitation facilities in Germany according to federal states, it can be seen that most of the facilities are located in Bavaria (240), followed by Baden-Württemberg (189). In the city states of Bremen, Berlin and Hamburg, on the other hand, there are only about 13 facilities.
Market Trends
The transaction volume over the year 2022 amounted to nearly 2.3 billion EUR, i.e a 60 % decrease compared to the previous year. Approximately 20 % of the investment volumes refers to nursing and care homes. International investors dominated this market. The prime yield rose significantly at the end of 2022 to an average of 4.2 % , which is 30 bps. higher compared to 2021, but which is still significantly higher than investments return generated by other asset classes (e.g. office in the top 5 locations in Germany with an average of 3.14 %) The decline in transaction volume compared to the previous year is due to the increased uncertainty in the market, the changed financing environment, and the lack of products. The narrowing spread between financing and returns in particular is leading to a reduced circle of investors or they are often finding their strategies in other investment vehicles. However, the German healthcare real estate market continues to show high crisis resilience. Many non-European capital sources are therefore also looking for investment opportunities in the German market. At the same time, healthcare real estate is an essential part of the ESG strategy of many German institutional investors. High liquidity for corresponding purchases is therefore also expected for 2023.
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 people. The proportion of persons aged 80 and over was 6 % in 2022 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 5,600 nursing and care homes offering together a total cap- acity of approximately 385,000 beds. It is estimated that addi- tional 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 repre - sents approximately 50 % of the total stock.
Market trends
The nursing home investment volume in Spain has significantly increased over recent years and reached a record high volume in 2021 of c. 1,200 million EUR which is double the volume reached in 2020. There were two remarkable transactions : (1) The Health- care Activos portfolio acquired by a consortium formed by the Abu Dhabi Sovereign Wealth Fund and other global institutional investors managed by CBRE Investment Management’s Indirect Strategy ; (2) the 18 nursing homes portfolio operated by DoumsVi, acquired by Cofinimmo from Batipart. In 2022 we observed investment activity during the first three quarters of the year with accumulated investment volume over 270 million EUR. The largest recorded transaction in terms of investment volume was the portfolio comprising six healthcare related buildings including nursing homes acquired by Icade Santé in July 2022 for 60 million EUR. The prime yield closed in 2021 at 4.50 % and progressively decreased during H1 2022 to 4.25 %. During the second half of the year we recorded a progressive increased towards around 4.50 %, by end-2022. This level of yield is in line with logistics prime yields and still above other asset classes such as prime office yields which are at c. 3.90 % and prime retail high street yields at c. 3.60 %. The Spanish real estate market attracts significant sums of inter- national capital. Total investment volume (including PRS but excluding M&A) reached 13.7 billion EUR in 2022, slightly higher than the average of 12 billion EUR/annum of recent years, with the exception of 2020 when investment volumes dropped to 7.5 billion EUR due to the impact of the Coronavirus Pandemic. The bulk of transactions closed in 2022 were in the first half of the year, with an important slowdown in activity driven by rising interest rates caused by a spike in inflation following the situation in Ukraine since 24 February 2022 which disrupted international trade and supply chains, already strained by increasing demand from economies emerging from the effects of the pandemic. As a consequence, we have had both tailwinds and headwinds, on the one hand increased consumer spending following the lifting of travel restrictions but, on the other hand increased energy/ fuel costs, higher inflation and rising interest rates. Given that property is seen as a hedge against inflation investors con- tinue to seek out purchase opportunities, although many funds from the core end of the spectrum are taking a ‘wait and see’ approach in the context of upwards adjustments in yields and re-pricing of capital values.# PROPERTY REPORT - MARKET COMMENTARY
Since the summer bond markets have adjusted to the climate of rising inflation and interest rates, now offering returns that are relatively attractive compared to real estate returns, although capital allocations to real estate remain high with particularly strong appetite in respect of purchase opportunities that are seen as good long-term positions. For now rising borrowing costs represent a potential impact on value that for now is being offset by rising contract rents which are generally index linked to CPI in the Spanish real estate market.
The Irish healthcare market
Demographic evolution in Ireland
According to the CSO (Census 2016), the percentage of persons aged 65 and over in Ireland is increasing and will account for approximately 21% of the population by 2041, representing approximately 1.297 million people. The proportion of persons aged 80 and over was approximately 3.1% in 2016 and is expected to gradually rise to reach about 6.8% by 2041. 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 Irish population, the total number of care-dependent persons (assuming a ratio of 4.5% of individuals over 65) will increase from 863,400 in 2021 to 993,800 million by 2031, i.e. a 15.10% increase. BDO estimates that there are now 28.9 persons aged 65 and over per private & voluntary beds in Ireland. Needless to say that the proportion of care-dependent persons increases with age.
Nursing and care homes landscape
Based upon a recent 2022 report produced by BDO on behalf of Nursing Homes Ireland, as of May 2022 Ireland counts about 450 private and voluntary nursing and care homes, offering together a total capacity of approximately 26,600 beds, an increase of 1.3% in the supply of these beds from the same time last year. BDO estimated that an overall capacity of around 45,000 bed spaces will be needed by 2031. This represents an average annual growth of approximately 1,500 bed spaces within this period. Public operators and the non-profit sector account for approximately 16% of total beds available and private operators approximately 84%.
Market trends
The transactional volume within the Healthcare sector to Q3 2022 amounted to 258 million EUR accounting for 7% of overall investment activity within the Irish Market. The vast majority of this transactional activity was centred on the Greater Dublin Region and modern, purpose-built accommodation. In common with the rest of Europe, there has been a significant globalisation of the Irish nursing home market within the past 24 months in particular, through no inward bound international operators and through general mergers and acquisitions.
| Operator | Number of Homes | Number of Beds |
|---|---|---|
| Orpea | 11 | 2,140 |
| Mowlam Healthcare | 20 | 1,450 |
| Carechoice | 14 | 1,425 |
| Emera/The Virtue Group | 9 | 825 |
| DomusVi | 8 | 563 |
Total official Healthcare transactions in 2022 amounted to 258,000,000 EUR. A number of schemes have transacted in an off-market capacity and have not been included in official real estate statistics for the year. International investors are proactively assembling investment portfolios. Currently best in class assets are attracting NIY in the region of 4.25% – 4.75%. The keenest yields have been secured within the Dublin area with provincially based assets packaged within portfolios transacting at between 4.75% - 5.00% depending on asset quality, location, scale, covenant etc. On a per bed basis, best of class assets within Dublin with term certainty of 15 – 25 years have transacted at approximately 200,000 EUR - 300,000 EUR. The most recent transaction has been the acquisition of the Bartra Nursing home portfolio including four homes in the GDA for 161 million EUR which breaks back to a cost per bed space of just over 260,000 EUR.
The Finnish healthcare market
Demographic evolution in Finland
According to Statistics Finland, the number of persons aged 75 and over (ca. 600,000 >74 year in November 2022) is expected to increase by nearly 300,000 people representing a 50% 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 landscape
Finland counts over 2,000 nursing and care homes offering together a total capacity of over 65,000 beds. According to SOTKAnet (Finnish institute for health and welfare), there have been ca. 73,000 occupiers in care homes during 2021.
Market trends
Finnish economy has continued to recover strongly from the pandemic in the first half of 2022. The economy demonstrated resilience and grew in the first half of 2022. Finland’s GDP is estimated to have grown by 1.9% in 2022 on the back of the first six month’s strong performance, but there are headwinds ahead. According to Oxford Economics, Finland’s GDP contracted by 0.3% in Q3 (q-o-q). The key downside risks for the Finnish Economy are continued inflation, European energy crisis, rising interest rates and falling private consumption. GDP growth is expected to slow down, and Finland’s economy will likely see a further downturn in 2023 with GDP slightly decreasing in 2023. GDP is expected to return to growth trajectory in 2024. Finland’s 10-year government bond yield rose above the 3.0% mark during 2022 as ECB increased all the three key interest rates four times during the year. More rate hikes are expected going forward in 2023 as inflation will need to come down before ECB may stop tightening. Inflation continued levelling higher reaching 9.1% (y-o-y) in November. The average inflation in 2022 is estimated at 7%, however the spike in prices is estimated to ease down and average at 3.8% in 2023. High inflation has dented consumer confidence, which plummeted to record low levels during the autumn, and business confidence has continued to deteriorate. Labour market has remained robust, and unemployment rate has decreased to 7.0% during 2022. Slowdown in the economy will impact employment with a lag, and unemployment rate is estimated to increase slightly in 2023.
Total transaction volume in Finland reached ca. 7.2 billion EUR in 2022, up by ca. 2% compared to the previous year. However, this growth can largely be attributed to the high activity of the first half of the year, as ca. 62% of the year’s transaction volume occurred during the H1. During H2 2022 transaction volume started slowing down and Q4 saw the least transaction volume in 2022 as a result of the growing market uncertainty caused by global inflationary pressures and climbing interest rates. During 2022, 52% of total investment volume came from cross-border investors, and HMA’s share of the total investment volume was 51%. Finland’s 10-year government bond yield also rose above the 3.0% mark during 2022 as ECB increased all the three key interest rates four times during the year. Prime yields decompressed across all sectors in 2022. Social and healthcare reform (Sote) in Finland transfers responsibilities for health, social and rescue services from 309 municipalities to 22 larger organisers. The reform came into force in 01.01.2023 and social infrastructure sector had a historical year in 2022 easily surpassing previous years’ transaction volume attracting 26% of the year’s total transaction volume. Sale and leaseback transactions from public sector providers to private sector investors accounted more than 0.9 billion EUR of the sector’s transaction volume of 1.9 billion EUR. The sector’s largest transaction in 2022 came in January when LähiTapiola purchased Espoo hospital with lettable area of 28,400 sq m from the City of Espoo for 295 million EUR. Based on recent transactions and observations from the market, the sector prime yield stood 4.60% at the end of 2022. During 2022 the prime yield increased from 4.25% to 4.60%.
The Italian healthcare market
Demographic evolution in Italy
According to Istat, the percentage of persons aged 67 and over in Italy is increasing 23.8% in 2022 with respect to 15 years ago when it was around 14% and it will probably peak at around 35% of the population by 2050. The proportion of persons aged 80 and over was 7.6% in 2022 and it is expected to more than double by 2060. 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
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 December 18, 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 over the first nine months of 2022 amounted to nearly 300 million EUR, half of which related to properties for elderly care and the remainder for hospital activities. In Q4 2022 an important element of the welfare ecosystem is represented by the contract signed for the acquisition of ‘Centro Medico Santagostino’ by UnipolSai. This acquisition, subject to obtaining the necessary legal approvals, is part of the Beyond Insurance Enrichment strategic direction of the Unipol Group’s 2022-2024 Business Plan (‘Opening New Ways’). The ‘Centro Medico Santagostino,’ with its 34 locations, is in fact one of the main operators in Lombardy, particularly in the Milan area ; it relies on the collaboration of about 1,300 physicians, with an offering model aimed at guaranteeing a quality patient experience at affordable conditions and with reduced waiting times, thanks also to the technological innovation that is one of the company’s distinguishing factors. In the fourth quarter of 2022, another significant transaction is recorded in the Healthcare sector ; this is the acquisition of the assisted living residences ‘RSA Il Lingottino’ and ‘RSA Caraglio,’ located in Turin’s Via Caraglio/Via Issiglio by REAM SGR, on behalf of the real estate fund GERAS. Each facility has 200 beds that will be managed by Codess Sociale SCS, a nonprofit, mutualist social cooperative company that promotes and offers social welfare, health and educational services for the person. Both the structures took part in a recent renovation project characterized by the integration of the latest technologies in terms of sustainability and consumption containment. In general, prime yields in the Healthcare sector, are historically more stable and have low exposure to exogenous factors than other asset classes, therefore they have not experienced relevant variations in this last year, remaining still higher than investments returns generated by other asset classes (e.g. prime office, high street retail, logistics).
171 | PROPERTY REPORT - MARKET COMMENTARY |
The British healthcare market
Demographic evolution in United Kingdom
According to The Office of National Statistics, the population of England and Wales has continued to age. The 2021 Census results show over 11 million people, 18.6 % of the population were aged over 65, compared with 16.4 % at the time of the previous census in 2011. This figure includes over half a million people who were at least 90 years of age. The proportion of persons aged 85 and over was circa 1.6 million persons in 2020 and is predicted to 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, 32 nd 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. There are an estimated 480,000 beds across 12,000 homes in current supply. A study undertaken by JLL in September 2020 showed that 80,000 beds have been removed from the sector in the last decade with the closure of 2,840 care homes, which are typically smaller homes with an average size of 28 beds. Although these have been replaced by 82,250 new beds in 1,540 care homes, equivalent to 53 beds per home, the supply of care beds is remaining static and is not keeping up with the pace or scale required to match demographic changes. Research by LaingBussion indicates that 69 % of independent sector care home capacity for older people was built before the turn of the century and 45 % of capacity is in converted premises. New build care homes tend to be focused on the self-funded market, where developers will be able to recoup the outlay of rising build costs. The need for purpose-built stock has been further bolstered by the recent Covid-19 pandemic, with conversions and older stock, where there is a lack of en-suite provision, unable to provide adequate isolation for residents. The sector is vastly dominated by private and not-for-profit operators who make up 96 % of all beds, with the remaining 4 % relating to public operators. Privately paying residents have been on the rise, driven by personal wealth (primarily from home ownership) and more restrictive means testing for access to council-funded care home placements. An estimated 44 % of older residents in independent sector care homes were private fee payers, as at December 2021.
Market trends
As at Q1 2022, the top ten care home providers accounted for 19.7 % of total sector capacity which has fallen from the peak of 27.2 % in 2006. The sector is continuing to experience deconsolidation at the top end of the market. This is evident in Four Seasons Health Care Group decision to dispose of 111 UK based care home assets this year and HC-One has recently implemented a plan to divest 52 of its care homes and close another four. However, overall ‘group’ penetration has been maintained through mergers, acquisitions and growth in mid-sized providers, which remain the most attractive segment for investor activity, with further expansion engineered through the use of sale and leaseback structures to release capital. Care home ‘groups’, defined as providers with three or more homes, account for 68 % of capacity in December 2021. As at August 2022, Healthcare investment in the UK totalled over 2 billion GPB for 2022, reflecting investment of 410 million GBP in Q3. The majority of investment was dedicated to existing assets and M&A, committing to three quarters of all capital committed during the quarter. This is in line with the annual average of 82 % of investment in standing assets (81 % for 2021). The ultra-prime elderly care yield remained stable at 4.25 %, which is stronger than investment returns generated by other asset classes (e.g. prime retail at 6.50 % and London single let industrial warehouses at 5 %). Bond yields and swap rates have returned to pre-mini budgets levels, with investor sentiment improving following recent uncertainty. Investments in the healthcare sector are typically viewed on long term positions. Investors with exposure to purpose-built care homes have been benefitting from rent increases. Impact Healthcare REIT recently reported rental growth of 2.5 %, net asset value climbing 2.6 % and a total return for 2021 of 8.4 %. In the last six months of the year, Target Healthcare REIT reported rental growth of 2.8 % and a total return of 4.8 % for the portfolio and said valuation yields have tightened to 5.8 %, reflecting the stable performance of assets and continued competitive market. The current position is one of uncertainty, due to the ongoing situation in Ukraine, the ensuing energy crisis, economic instability, and rising inflation. This has led to a period of nervousness for operators and investors. In addition, the recent political and economic upheaval in the UK market saw many investors pause for thought as a new Prime Minister took post and the impact of the Spending Review became clear. The recent market turmoil, combined with rising interest rates, is being reflected in a softening of yields across many markets, albeit the extent and duration of any potential yield shifts remains a matter of uncertainty at the time of writing.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 172
The office market
As at 31 December 2022, the fair value of Cofinimmo’s portfolio in the office segment accounts for 22 % of the company’s total consolidated portfolio (1.4 billion EUR of 6.2 billion EUR).
The Brussels office market
Rental market/take up
The office market in Belgium ended 2022 with a total take-up of 616,000 m² (including leases, extensions and purchases for own occupancy), which was a decrease of approximately 18 % compared to the level of activity reached twelve months earlier (756,000 m²). The office market in Brussels (including the periphery) recorded a take-up of 315,000 m², a fall of nearly 28 % compared with last year. However, it represents a total of 347 deals which is a slight increase compared to 2021. In total, 448,000 m² of office spaces were under construction in 2022, 165,000 m² of which entered the market during the year. Nearly 53,000 m² were built on a speculative basis.In the mean-time, 68% of the projects under construction were pre-let. Thanks to this trend, the impact of the new deliveries on the vacancy rate was lower than expected. Consequently, at the end 2022, the Brussels office market remained stable with an average rental vacancy of 7.8%, 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 8.2% by the end of 2023. The vacancy rate is under 5% in the central business districts of Brussels, and stands at 4.5% in the Leopold district, 4.6% in the North district, and 4.2% in the Pentagon. Whereas the average vacancy rate in the decentralised and peripheral districts remains high, respectively at 11.5% and 17.6%.
As at 31 December 2022, the occupancy rate of Cofinimmo’s office portfolio was 94%, to be compared to 92% for the overall Brussels office market. Prime office rents in Brussels increase at 340 EUR/m²/year throughout 2022. Most districts maintained their prime rents in Q4. By the end of 2023, prime rents could increase to reach 360 EUR/m²/year.
Investment Market
The Belgian office market recorded a total investment volume of 3.5 billion EUR, of which 2.95 billion EUR in the Brussels’ office market. In total, 5 transactions of more than 100 million EUR were recorded in the office market in Brussels. The most notable transactions being the acquisition of the North Galaxy for more than 625 million EUR, the sale of the Engie Towers (over 390 million EUR) and the acquisition of the Egmont for more than 380 million EUR. Prime yields for offices in Brussels have been revised upwards to reach 4.10% in the Central Business District. The long prime yield stands at 3.65% in the last quarter of 2022.
Economic conditions have suffered throughout the year in the aftermath of the conflict situation in Ukraine. Europe is significantly impacted due to its reliance on energy imports. To fight soaring inflation, the European Central Bank (ECB) have passed successive rate hikes. While GDP held up well this year, price pressures have reached a high and a recession is looming. As a result, GDP growth is expected to drop to 0.5% in 2023. However, we anticipate just a little slowdown because Europe has already managed to reduce Russian gas imports without disrupting activity and is expected to gain from the same post-pandemic improvements. Given the lowered prospects of a major recession and sustained inflation, we now anticipate rises until May, with the ECB peaking at 3%.
Distribution Property Networks (Pubstone and Cofinimur)
As at 31 December 2022, the fair value of Cofinimmo’s portfolio in the distribution property networks accounts for 8% of the company’s total consolidated portfolio (0.5 billion EUR of 6.2 billion EUR). This portfolio is diversified not only geographically and but also through its mixed nature (pubs, restaurant, retail, residential, etc.) offering multiple redevelopment possibilities. Following the COVID-19 outbreak, running inflation, situation in Ukraine and high energy prices pushed the consumers’ confidence to historically low levels as consumers fear an economic recession with important impact on their respective sparing capacities and purchasing power. However, despite this mitigated context, the retail occupational market is recording historically high performances with a total take-up close to 580,000 sq m in 2022. More specifically, Food & Beverage operators were the most active this year with more than 170 deals recorded in Belgium. While existing brands are still expanding, new concepts continue to emerge in every kind of locations. We continue to assist to an internationalisation and ‘gourmetisation’ of these operators, promoting more and more healthy products. Worth mentioning also the expansion outside of the typical best performing high streets of the country to catch a more important potential consumers’ basis.
173 I PROPERTY REPORT - MARKET COMMENTARY I Brussels, 15 February 2023
To the Board of Cofinimmo SA/NV
Re: Valuation as of 31 December 2022
Context
We have been engaged by Cofinimmo to value its consolidated real estate portfolio as of 31 December 2022 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/NV consolidated portfolio.
- C&W, PwC, JLL have each separately valued a part of the offices portfolio.
- C&W and PwC have each separately valued part of the healthcare portfolio in Belgium.
- C&W and JLL France have each separately valued part of the healthcare portfolio in France.
- The healthcare portfolio in The Netherlands has been valued by PwC Netherlands.
- PwC and C&W Germany have each separately valued part of the healthcare portfolio in Germany.
- C&W and JLL Spain have each separately valued part of the healthcare portfolio in 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 has 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 affect property values. We assume that the information provided is complete and accurate.
Our valuation reports do not in any way constitute an assessment of the structural or technical quality of the buildings or an in-depth analysis of their energy efficiency or of the potential presence of harmful substances. This information is well known to Cofinimmo, which manages its properties in a professional way and performs technical and legal due diligence before acquiring each property.
Opinion
We confirm that our valuation has been done in accordance with national and international market practices and standards (International Valuation Standards issued by the International Valuation Standards Council and included in RICS Valuation – Professional Standards January 2022, the Red Book of the Royal Institute of Chartered Surveyors.
The Investment value (in the context of this valuation) is defined as the amount most likely to be obtained at normal conditions of sale between willing and well-informed parties, inclusive of transactions costs (mainly transfer taxes) to be paid by the acquirer. It does not reflect the costs of future investments that could improve the property or the benefits associated with such costs.
Valuation Methodology
The valuation methodology adopted is mainly based on the following methods:
Method of Estimated Rental Value Capitalisation (ERV Capitalisation)
This method consists in capitalising the estimated rental value of the property by using a capitalisation rate (‘yield’) in line with the investment market. The choice of the capitalisation rate used is linked to the capitalisation rates applied in the real estate investment market, which takes into account the property location, the quality of the buildings and that of the tenant, and the quality and duration of the lease at the valuation date. The rate corresponds to the rate anticipated by potential investors at the valuation date. To determine the estimated rental value, one Independent real estate valuers’ report I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 174 takes into account the market data, the location of the property and the quality of the building. The resulting value must be adjusted if the passing rent generates operational income higher or lower than the estimated market value used for capitalisation. The valuation takes into consideration the charges that will need to be incurred in the near future.
Discounted Cash Flow Method (DCF)
Under this method, it is required to assess the net rental income generated by the property on a yearly basis for a specific period and discounted at today’s value. The projection period generally varies between 10 and 18 years. At the end of the period a terminal value is calculated using either a residual value, either a capitalisation rate is applied onto the estimated rental value that takes into account the anticipated condition of the building at the end of the projection period, discounted at today’s value.
Residual Value Method
The value of a project is determined by defining the development potential on site. This implies that the intended use of the project is known or foreseeable in a qualitative (planning) and quantitative manner (number of square metres that can be developed, future rents, etc.). The value is obtained by deducting the costs upon completion of the project from its anticipated value.
Approach by Market Comparables
This method is based on the principle that a potential purchaser will not pay more for the acquisition of a property than the price recently paid on the market for similar properties.
Transaction Costs
In theory, the disposal of properties is subject to a transfer tax charged by the Government and paid by the acquirer, which represent substantially all transaction costs.# I PROPERTY REPORT I INDEPENDENT REAL ESTATE VALUER’S REPORT
Investment value and fair value
For properties situated in Belgium, the amount of this tax mainly depends on the mode of transfer, the capacity in which the acquirer acts and the property’s location. The first two variables, and therefore the amount of tax payable, are only known once the sale is contracted. Based on a study from independent real estate experts dated February 8th 2006 and reviewed on June 30th 2016, the ‘average’ transaction cost for properties over 2,500,000 EUR is assessed at 2.5 %. The fair value (as defined under IFRS 13 and by the BEAMA’s (Belgian Asset Managers Association) press release of February 8th 2006 and reviewed on June 30th 2016) for properties over 2,500,000 EUR can therefore be obtained by deducting 2.5 % of ‘average’ transaction cost from their investment value. This 2.5 % figure will be reviewed periodically and adjusted if on the institutional investment transaction market a change of at least ± 0.5 % in the effectively ‘average’ transaction cost is observed. For properties with an investment value under 2,500,000 EUR transfer taxes of 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.
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. 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.
175 I PROPERTY REPORT I INDEPENDENT REAL ESTATE VALUER’S REPORT I
The value of the portfolio is the aggregate sum of all the individual property values. Taking into account the above opinions and with reference to the report of each individual independent real estate valuer, the investment value (transaction costs not deducted) of Cofinimmo’s consolidated real estate portfolio as at 31 December 2022 is estimated at 6,491,814,000 EUR¹. Taking into account the above opinions and with reference to the report of each individual independent real estate valuer, the fair value, after the deduction of the transaction costs, of Cofinimmo’s consolidated real estate portfolio as at 31 December 2022, corresponding to the fair value under IAS/IFRS, is estimated at 6,199,811,000 EUR.
On this basis, the yield on rent, received or contracted, including from assets that form the object of an assignment of receivables, but excluding projects, assets held for sale, land and buildings undergoing refurbishment, and after the application of imputed rent to the premises occupied by Cofinimmo, amounts to 5.6 % of the investment value. If the properties were to be let in full, the yield would remain at 5.6 %. Investment properties have an occupancy rate of 98.7 %. 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 5.6 % above the estimated rental value for the whole portfolio at this date. This difference results mainly from the inflation indexation of contractual rents since the inception of the in-place leases.
The consolidated real estate portfolio is broken down by segment as follows :
| Investment value | Fair value | % of the fair value |
|---|---|---|
| Healthcare real estate | 4,572,827,600 | 4,367,544,000 |
| Offices | 1,386,651,700 | 1,352,831,000 |
| Distribution networks | 532,335,000 | 479,436,000 |
| TOTAL | 6,491,814,000 | 6,199,811,000 |
The consolidated real estate portfolio is broken down by expert as follows :
| Expert | Investment value | Fair value |
|---|---|---|
| C&W Belgium | 2,156,171,500 | 2,075,783,400 |
| C&W France | 464,221,000 | 435,735,000 |
| C&W The Netherlands | 151,735,000 | 136,730,000 |
| C&W Germany | 238,974,000 | 224,700,000 |
| C&W Spain | 261,696,000 | 254,050,000 |
| C&W Ireland | 102,705,000 | 93,455,000 |
| Total C&W | 3,375,502,500 | 3,220,453,400 |
| CBRE Finland | 141,400,000 | 136,100,000 |
| Total CBRE | 141,400,000 | 136,100,000 |
| Colliers Italy | 221,258,000 | 216,920,000 |
| Total Colliers | 221,258,000 | 216,920,000 |
| JLL Belgium | 349,634,000 | 341,106,000 |
| JLL France | 74,980,000 | 70,050,000 |
| JLL Spain | 83,993,000 | 82,360,000 |
| JLL United Kingdom | 69,814,000 | 65,180,000 |
| Total JLL | 578,421,000 | 558,696,000 |
| PwC Belgium | 990,592,000 | 966,431,300 |
| PwC The Netherlands | 528,720,000 | 480,560,000 |
| PwC Germany | 655,920,000 | 620,650,000 |
| Total PwC | 2,175,232,000 | 2,067,641,300 |
| TOTAL | 6,491,814,000 | 6,199,811,000 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 176
C&W Opinion
-
SRL / BV. * Andram BV.
-
With respect to the Belgian part of the portfolio valued by C&W, C&W Belgium confirmed an investment value of 2,156,171,500 EUR and a fair value of 2,075,783,400 EUR.
- Gregory Lamarche*, MRICS C&W Partner, Head of Valuation
- With respect to the French part of the portfolio valued by C&W, C&W France confirmed an investment value of 464,221,000 EUR and a fair value of 435,735,000 EUR.
- 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 151,735,000 EUR and a fair value of 136,730,000 EUR.
- 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 238,974,000 EUR and a fair value of 224,700,000 EUR.
- Martin Belik, MRICS C&W International Partner, Head of Valuation & Advisory Germany
- With respect to the Spanish part of the portfolio valued by C&W, C&W Spain confirmed an investment value of 261,696,000 EUR and a fair value of 254,050,000 EUR.
- James Bird, 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 102,705,000 EUR and a fair value of 93,455,000 EUR.
- Patricia Staunton Regional Director, Cushman & Wakefield Ireland
CBRE Opinion
CBRE Finland confirmed an investment value of 141,400,000 EUR and a fair value of 136,100,000 EUR.
- Olli Kantanen Head of Valuation & Research, CBRE Finland OY
Colliers Opinion
Colliers Italy confirmed an investment value of 221,258,000 EUR and a fair value of 216,920,000 EUR.
- Giuseppe Bonomi CEO, Colliers Valuation Italy S.r.l
JLL Opinion
- With respect to the Belgian part of the portfolio valued by JLL, JLL Belgium confirmed an investment value of 349,634,000 EUR and a fair value of 341,106,000 EUR.
- Greet Hex, MRICS JLL Director, Belgium
- With respect to the French part of the portfolio valued by JLL, JLL France confirmed an investment value of 74,980,000 EUR and a fair value of 70,050,000 EUR.
- Pierre-Jean Poli For and on behalf of Jones Lang LaSalle Expertises , Director expertises Grand Lyon
- With respect to the Spanish part of the portfolio valued by JLL, JLL Spain confirmed an investment value of 83,993,000 EUR and a fair value of 82,360,000 EUR.
- Lourdes Pérez Carrasco, MRICS JLL Lead of Healthcare, Valuation Advisory, Spain
- With respect to the British part of the portfolio valued by JLL, JLL United Kingdom confirmed an investment value of 69,814,000 EUR and a fair value of 65,180,000 EUR.
- Alan Bennett, MRICS For and on behalf of Jones Lang LaSalle Limited, Director
PwC Opinion
- With respect to the Belgian part of the portfolio valued by PwC, PwC Enterprise Advisory bv confirmed an investment value of 990,592,000 EUR and a fair value of 966,431,300 EUR.
- PwC Enterprise Advisory SRL / BV Represented by Geoffroy Jonckheere*, MRICS Partner (*) Geoffroy Jonckheere SRL, Partner, represented by its permanent representative, Geoffroy Jonckheere
- With respect to the Dutch part of the portfolio valued by PwC, PwC Netherlands confirmed an investment value of 528,720,000 EUR and a fair value of 480,560,000 EUR.
- 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 655,920,000 EUR and a fair value of 620,650,000 EUR.
- Dirk Hennig Partner, PwC Germany
177 I PROPERTY REPORT I INDEPENDENT REAL ESTATE VALUER’S REPORT I
Cofinimmo’s share
Cofinimmo offers two types of instruments listed on the stock market, each of which provides different risk, liquidity and yield profiles.
Cofinimmo’s share has been listed on Euronext Brussels (ticker : COFB) since 1994. Cofinimmo’s share is included in the BEL20, Bel ESG, Euronext Vigeo Euro 120, Benelux 120 and Euronext Next 150 indexes, as well as in the EPRA Europe and GPR 250 real estate indexes. As at 30.12.2022, Cofinimmo’s market capitalisation was 2.8 billion EUR.
Cofinimmo on the stock market
| 2.4 % Average premium of the share on the net asset value (IFRS) |
Market performance (basis 100 as at 31.12.2021)
| 31.12.2021 | 31.03.2022 | 30.06.2022 | 30.09.2022 | 31.12.2022 |
|---|---|---|---|---|
| 105 | 100 | 95 | 90 | 85 |
| 80 | 75 | 70 | 65 | 60 |
| 55 | 50 |
COFB share
BEL20 index
EPRA Europe index
Comparison of the share market price and the revalued net asset per share (in EUR)
| 31.12.2017 | 31.12.2018 | 31.12.2019 | 31.12.2020 | 31.12.2021 | 31.12.2022 |
|---|---|---|---|---|---|
| 160 | 150 | 140 | 130 | 120 | 110 |
| 100 | 90 | 80 | 70 |
Stock price
Revalued net asset per share (at fair value)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 178
Stock market context
The year 2022 was marked by an inflationary environment and a normalisation of monetary policies. Several events had a significant effect on the markets, such as the resurgence of inflation (which reached unprecedented levels for 30 years), the rise in short and long-term interest rates and the rise in energy costs.# COFINIMMO ON THE STOCK MARKET
Share trend
In fact, it is the worldwide steep price increases that characterises 2022. In February, while economies were just recovering from the COVID-19 pandemic, war broke out again on the European continent with the Russian intervention in Ukraine. Commodity markets were affected and prices rose significantly. This context exacerbated pre-existing inflation and drove it to historic levels. In an attempt to control inflation, key interest rates were raised significantly several times during the year by central banks. Short-term interest rates are positive again after 7 years of negative rates, with the 3-month Euribor closing at 2.13 %. Government bond yields are also up significantly, returning to 2011 levels. The main long rates were therefore higher in 2022, such as the 10-year Bund, which had a year-end yield of 2.53 %, or the 10-year Treasuries rate, which reached a high of 4.25 % during the year. The equity market showed a downward trend in the first half of the year, in reaction to the situation in Ukraine, inflation and rate hikes, before rebounding in the second half of the year, supported by good interim corporate results. The US Federal Reserve has raised its key rates 7 times in 2022, and Fed Funds rates that were still between 0 % and 0.25 % in January 2022 now stand at levels between 4 % and 4.5 %. The FED has announced that key rates will continue to rise until inflation has returned to an acceptable level, so further rate increases are expected in 2023. Similarly, the European Central Bank has also raised its key interest rates from 0 % to 2.5 %, the primary objective being to bring inflation down to 2 % in the medium/long term. As a result, 2022 was marked by a decline in the majority of the world’s financial centres and by a global growth rate of +3.2 %. For example, the BEL20 index performed negatively by -14 % over the year and the EPRA Europe index by -39 %.
Total return (base 100 as at 31.12.2017)
| 31.12.2017 | 31.12.2018 | 31.12.2019 | 31.12.2020 | 31.12.2021 | 31.12.2022 | |
|---|---|---|---|---|---|---|
| COFB share | ||||||
| BEL20 index | ||||||
| EPRA Europe index |
The first graph on the previous page shows Cofinimmo’s share performance in 2022 compared to the BEL20 and EPRA Europe indexes. The Cofinimmo share price fluctuated between 77.90 EUR and 142.40 EUR, with an annual average of 108.78 EUR. The closing price as at 30.12.2022 was 83.70 EUR, which corresponds to a decrease of 40.43 % in the share price compared to the closing price of the previous year. The second graph shows the Cofinimmo share price in relation to its net asset value (IFRS) over the past five years. The share traded at an average premium of 25.6 % over five years and at an average premium of 2.4 % in 2022. If we compare the share price to the EPRA NAV (until end of 2019) or the EPRA NTA (since 2020), the average premium is 20.1 % over five years or 1.9 % in 2022.
Cofinimmo share liquidity
In 2022, Cofinimmo continued its efforts to enhance the liquidity of its share. Throughout the year, the company participated in around thirty 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 2.8 billion EUR as at 30.12.2022 and an average daily volume of 5.8 million EUR, or approximately 54,500 shares, Cofinimmo’s liquidity level is sufficient to stay on the radar of major institutional investors.
Total return (in %)
The total return for shareholders is measured on the basis of the share price change and includes the distribution of the dividend or any other distribution carried out or paid. Assuming the reinvestment of the 2021 dividend made available for payment in May 2022, the Cofinimmo share achieved a total return of -37.5 % over 2022, comparable to the evolution of the EPRA EUrope Index (-36.5 %). 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, including the dividend yield. During this period, the Cofinimmo share generated a total return of -2.6 %, corresponding to an average annual return of -0.5 %. The BEL20 and EPRA indexes recorded total variations of +8.0 % and -19.1 %, respectively, which corresponds to average annual yields of +1.6 % and -3.8 %.
Shareholders/investor profile
Cofinimmo has a large number of investors with diversified profiles. They include a broad base of institutional investors located primarily in Belgium, Germany, France, Luxembourg, the Netherlands, the United Kingdom, Switzerland, and North America, as well as retail investors, primarily located in Belgium. As at 31.12.2022, one shareholder exceeded the 5 % holding threshold, thereby requiring an obligation to notify. The shareholder was the US investment fund BlackRock, which held 5.31 % of Cofinimmo’s market capital.
Dividend
At the ordinary general meeting of 10.05.2023, the board of directors will propose a dividend in line with the outlook published in the 2021 annual financial report, of 6.20 EUR gross per share. This dividend corresponds to a gross yield of 5.7 % compared to the average price of the share during the 2022 financial year (compared to a gross yield of 4.5 % in 2021). 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 dividend yield of +4.9 %, compared to an average 10-year OLO rate of +0.5 %.
Withholding tax
Since 01.01.2017, the applicable withholding tax on distributed dividends has been 30 %. While, Belgian law provides exemptions, the dividend recipients must first meet certain conditions in order to benefit. Furthermore, agreements in place to prevent double taxation provide for reductions in the withholding tax on dividends.
- Gross dividend on the average annual share price.
- Dividends are subject to a 30 % withholding tax.
- Increase in the share price + dividend yield.
- Subject to approval by the ordinary general meeting of 10.05.2023.
- According to the Euronext definition.
Reference should also be made to the section ‘Portfolio mix and outlook regarding the withholding tax’ in chapter ‘2023 outlook’ of this document, for current considerations regarding the prospects for reduced withholding tax.
Since 31.12.2022 was a Saturday, the stock market information in the tables below in the 2022 column is in fact data as at Friday 30.12.2022.
| ISIN | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Share price (in EUR) | ||||
| Highest | BE0003593044 | 142.40 | 144.20 | 159.00 |
| Lowest | 77.90 | 121.00 | 108.00 | |
| At close | 83.70 | 140.50 | 121.80 | |
| Average | 108.78 | 132.33 | 127.04 | |
| Dividend yield 1 | 5.7 % | 4.5 % | 4.6 % | |
| Gross yield 2 (over 12 months) | -37.5 % | 20.7 % | -2.8 % | |
| Dividend 3 | ||||
| Gross | 6.20 4 | 6.00 | 5.80 | |
| Net | 4.34 4 | 4.20 | 4.06 | |
| Volume | ||||
| Average daily volume | 54,466 | 47,123 | 52,687 | |
| Annual volume | 13,997,682 | 12,157,686 | 13,540,479 | |
| Number of shares | 32,877,729 | 31,695,481 | 27,061,917 | |
| Market capitalisation at close (x 1,000 EUR) | 2,751,866 | 4,453,215 | 3,296,141 | |
| Free Float 5 | 100 % | 95 % | 100 % | |
| Velocity 5 | 42.6 % | 40.4 % | 50.0 % | |
| Payout ratio | 89.2 % | 83.9 % | 84.7 % |
-37.5 % Total return for shareholders in 2022, comparable to the evolution of the EPRA Europe index (-36.5 %)
Straight bonds
Cofinimmo issued four straight bonds, including one green & social bond in 2016 and two benchmark-sized sustainable bonds issued in 2020 and 2022 (see chapter ‘Financial resources management’).
| ISIN | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002267368 | |||
| At close | (Cofinimmo SA/NV | 89.25 | 103.49 | 100.05 |
| Average | 2016-2026) | 95.49 | 104.12 | 99.76 |
| Average yield to maturity (annual average) | 4.8 % | 1.0 % | 1.7 % | |
| 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 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002269380 | |||
| At close | (Cofinimmo SA/NV | 95.94 | 104.96 | 102.16 |
| Average | 2016-2024) | 100.28 | 105.05 | 97.85 |
| Average yield to maturity (annual average) | 4.2 % | 0.3 % | 1.5 % | |
| 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 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Share price (in EUR) | BE6325493268 | |||
| At close | (Cofinimmo SA/NV | 72.61 | 96.84 | 101.73 |
| Average | 2020-2030) | 79.77 | 100.39 | 101.75 |
| Average yield to maturity (annual average) | 5.179 % | 1.252 % | 0.694 % | |
| Effective yield at issue | 0.957 % | 0.957 % | 0.957 % | |
| Interest coupon (in %) | ||||
| Gross (per tranche of 100,000 EUR) | 0.875 | 0.875 | 0.875 | |
| Net (per tranche of 100,000 EUR) | 0.613 | 0.613 | 0.613 | |
| Number of securities | 5,000 | 5,000 | 5,000 |
| ISIN | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002838192 | |||
| At close | (Cofinimmo SA/NV | 80.79 | ||
| Average | 2022-2028) | 87.88 | ||
| Average yield to maturity (annual average) | 5.439 % | |||
| Effective yield at issue | 1.030 % | |||
| Interest coupon (in %) | ||||
| Gross (per tranche of 100,000 EUR) | 1.00 | |||
| Net (per tranche of 100,000 EUR) | 0.70 | |||
| Number of securities | 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 company’s website. At the closing date of this document, Cofinimmo has not received any transparency notification presenting a situation subsequent to that of 22.03.2023. According to the Euronext definition, the free float is 100 %.# Shareholder's calendar
| Event | Date |
| :------------------------------------------------------------------------------------------------------ | :-------------- |
| Publication of the 2022 universal registration document - including the annual financial report and the ESG report | 06.04.2023 (after market) |
| Quarterly information : results as at 31.03.2023 | 28.04.2023 (before market) |
| 2022 ordinary general meeting | 10.05.2023 |
| Payment of the dividend relating to the 2022 financial year | |
| Coupon N° 38 | 15.05.2023 |
| Ex-date | 16.05.2023 |
| Record date | 17.05.2023 |
| Dividend payment date | As from 17.05.2023 |
| Half-year financial report : results as at 30.06.2023 | 28.07.2023 (before market) |
| Quarterly information : results as at 30.09.2023 | 27.10.2023 (before market) |
| Annual press release : results as at 31.12.2023 | 23.02.2024 (before market) |
- Subject to approval by the ordinary general meeting of 10.05.2023.
- Date from which the stock exchange trading takes place without any entitlement to the future dividend payment.
- Date on which positions are recorded in order to identify shareholders entitled to the dividend.
At the end of December 2022, Cofinimmo had an analysis of its shareholder base carried out. In total, 99 % of the holders of outstanding shares have been identified, of which 60 % are institutional shareholders, 31 % are retail investors and 8 % are corporate shareholders. Consequently, 1 % of the shares were not identified.
Shareholding
| 0.10 % Cofinimmo group |
| 6.56 % BlackRock, inc |
| 93.34 % Other < 5 % |
183 I COFINIMMO ON THE STOCK MARKET
EPRA - Performance indicators
| Definition | 31.12.2022 (x 1,000 EUR) | EUR/action | 31.12.2021 (x 1,000 EUR) | EUR/action |
|---|---|---|---|---|
| 1 EPRA earnings Current result from strategic operational activities. | 222,496 | 6.95 | 212,131 | 7.15 |
| EPRA diluted earnings Current result from strategic operational activities taking into account financial instruments with a potential dilutive impact at the closing date. | 222,496 | 6.95 | 212,131 | 7.15 |
| 2 EPRA NRV The EPRA Net Reinstatement Value (NRV) assumes that the company will never sell its assets, and provides an estimate of the amount required to reconstitute the company. | 3,809,926 | 115.99 | 3,637,015 | 114.82 |
| 3 EPRA NTA The EPRA Net Tangible Assets (NTA) assumes that the company acquires and disposes assets, of which would result in the materialisation of certain deferred taxes that cannot be avoided. | 3,509,102 | 106.83 | 3,368,548 | 106.35 |
| 4 EPRA NDV The EPRA Net Disposal Value (NDV) represents the value accruing to the company’s shareholders in a scenario of disposal of its assets, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, all net of taxes. | 3,872,026 | 117.88 | 3,278,098 | 103.49 |
| 5 (i) EPRA net initial yield (NIY) Annualised gross rental income based on the passing rents at the closing date, less property charges, divided by the market value of the portfolio, increased with estimated transaction costs resulting from the hypothetical disposal of investment properties. | 5.3 % | 5.2 % | ||
| (ii) EPRA ‘topped-up’ NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods and other incentives. | 5.3 % | 5.2 % | ||
| 6 EPRA EPRA vacancy rate Estimated Rental Value (ERV) of vacant space divided by the ERV of the total portfolio. | 1.4 % | 1.9 % | ||
| 7 EPRA cost ratio (direct vacancy costs included) Administrative/operational expenses per the IFRS income statement, including the direct costs of vacant buildings, divided by the gross rental income, less ground rent costs. | 22.2 % | 21.7 % | ||
| 8 EPRA cost ratio (direct vacancy costs excluded) Administrative/operational expenses per the IFRS income statement, less the direct costs of vacant buildings, divided by the gross rental income, less ground rent costs. | 19.5 % | 19.3 % |
Data according to the EPRA principle
1. These data are not compulsory according to the RREC regulation and are not subject to verification by public authorities. The auditor verified whether the EPRA earnings, EPRA NRV, EPRA NTA, EPRA NDV and EPRA cost ratios are calculated according to the definitions included in the ‘EPRA Best Practice Recommendations’ and whether the financial data used in the calculation of these figures comply with the accounting data included in the audited consolidated financial statements.
184 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I
EPRA - Earnings & EPRA earnings per share
| (x 1,000 EUR) | 2022 | 2021 | |
|---|---|---|---|
| Net earnings per the financial statements | 482,938 | 260,337 | |
| Adjustments to calculate EPRA earnings, to exclude : | -260,442 | -48,206 | |
| (i) Changes in fair value of investment properties and assets held for sale | -58,294 | -13,025 | |
| Changes in fair value of investment properties | -77,460 | -34,506 | |
| Writeback of rents earned but not expired (other results on portfolio) | 12,851 | 7,644 | |
| Others (other results on portfolio) | 6,314 | 13,837 | |
| (ii) Gains or losses on disposal of investment properties and other non-financial assets | -4,493 | -7,768 | |
| (v) Goodwill impairment (other result on the portfolio) | 14,290 | 5,200 | |
| (vi) Changes in fair value of financial instruments | -216,452 | -40,968 | |
| (vii) Costs & interest on acquisitions and joint ventures | 0 | 0 | |
| (viii) Deferred taxes in respect of EPRA adjustments (other result on the portfolio) | 6,128 | 9,979 | |
| (ix) Adjustments related to joint ventures | 1,339 | 421 | |
| (x) Minority interests in respect of the above adjustments | -2,960 | -2,045 | |
| EPRA earnings | 222,496 | 212,131 | |
| Number of shares | 32,000,064 | 29,655,292 | |
| EPRA EARNINGS PER SHARE (IN EUR/SHARE) | 6.95 | 7.15 | |
| EPRA diluted earnings | 222,496 | 212,131 | |
| Diluted number of shares | 32,000,064 | 29,671,967 | |
| EPRA DILUTED EARNINGS PER SHARE (IN EUR/SHARE) | 6.95 | 7.15 |
- The summary and the comments on the consolidated income statements are on pages 102-107 of this document.
- MCBs issued in 2011 have not been taken into account in the calculation of the EPRA diluted earnings between these two dates, concepts defined by the EPRA Best Practice Recommendations.
X Nursing and care home - Legazpi (ES)
185 I DATA ACCORDING TO THE EPRA PRINCIPLE I
EPRA - Net Asset Value
| (x 1,000 EUR) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| EPRA NRV | EPRA NTA | EPRA NDV | EPRA NRV | EPRA NTA | EPRA NDV | ||
| IFRS equity attributable to the parent company shareholders | 3,637,413 | 3,637,413 | 3,637,413 | 3,233,274 | 3,233,274 | 3,233,274 | |
| Includes/Excludes : | |||||||
| i) Hybrid instruments | 0 | 0 | 0 | 0 | 0 | 0 | |
| Diluted net asset value (NAV) | 3,637,413 | 3,637,413 | 3,637,413 | 3,233,274 | 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 | 0 | 0 | 0 | 0 | |
| ii.b) Revaluation of investment properties (if the IAS 40 cost model is applied) | 0 | 0 | 0 | 0 | 0 | 0 | |
| ii.c) Revaluation of other non-current investments | 0 | 0 | 0 | 0 | 0 | 0 | |
| iii) Revaluation of finance lease receivables | 16,690 | 16,690 | 16,690 | 80,887 | 80,887 | 80,887 | |
| iv) Revaluation of assets held for sale | 0 | 0 | 0 | 0 | 0 | 0 | |
| Diluted NAV at fair value | 3,654,103 | 3,654,103 | 3,654,103 | 3,314,160 | 3,314,160 | 3,314,160 | |
| Excludes : | |||||||
| v) Deferred taxes relating to revaluations of investment properties at fair value | 56,184 | 56,184 | 0 | 51,104 | 51,104 | 0 | |
| vi) Fair value of financial instruments | -171,475 | -171,475 | 0 | 47,397 | 47,397 | 0 | |
| vii) Goodwill resulting from deferred taxes | -20,889 | -20,889 | -20,889 | -31,808 | -31,808 | -31,808 | |
| viii.a) Goodwill according to IFRS balance sheet | 0 | -6,448 | -6,448 | 0 | -9,818 | -9,818 | |
| viii.b) Intangible assets according to IFRS balance sheet | 0 | -2,374 | 0 | 0 | -2,487 | 0 | |
| Includes : | |||||||
| ix) Fair value of fixed interest rate debt | 0 | 0 | 245,260 | 0 | 0 | 5,564 | |
| x) Revaluation of intangible assets at fair value | 0 | 0 | 0 | 0 | 0 | 0 | |
| xi) Real estate transfer taxes | 292,003 | 0 | 0 | 256,161 | 0 | 0 | |
| NAV | 3,809,926 | 3,509,102 | 3,872,026 | 3,637,015 | 3,368,548 | 3,278,098 | |
| Diluted number of shares | 32,846,154 | 32,846,154 | 32,846,154 | 31,675,033 | 31,675,033 | 31,675,033 | |
| NAV PER SHARE (IN EUR/SHARE) | 115.99 | 106.83 | 117.88 | 114.82 | 106.35 | 103.49 |
- The MCBs issued in 2011 have not been taken into account as at 31.12.2022 and 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.
EPRA - Net Initial Yield (NIY) and EPRA ‘Topped-Up’ NIY
| (x 1,000,000 EUR) | 2022 | 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | |||||||
| BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | BE FR NL DE Others | |||||||
| Investment properties at fair value | 1,706.6 | 487.0 | 480.6 | 845.4 | 848.1 | 1,352.8 | 479.4 | 6,199.8 | 1,601.1 | 456.5 | 433.6 | 653.6 | 654.0 | |
| Assets held for sale | - | -9.2 | - | - | -91.7 | -16.4 | - | -117.3 | - | -13.2 | - | - | -23.6 | |
| Development projects | -47.9 | -22.8 | -38.9 | -14.8 | -126.2 | -73.1 | -6.5 | -330.1 | -25.1 | -25.5 | -14.6 | -0.7 | -113.3 | |
| Assets available for lease | 1,658.7 | 455.1 | 441.7 | 830.6 | 721.9 | 1,188.0 | 456.5 | 5,752.4 | 1,576.1 | 417.8 | 419.0 | 652.9 | 540.6 | |
| Estimated transfer fees and taxes at the hypothetical disposal of investment properties | 41.5 | 31.1 | 44.0 | 49.0 | 29.3 | 29.7 | 51.6 | 276.2 | 39.4 | 29.3 | 32.4 | 37.5 | 23.6 | |
| Investment value (including notarial and registration charges) of assets available for lease | 1,700.2 | 486.1 | 485.7 | 879.6 | 751.1 | 1,217.7 | 508.2 | 6,028.6 | 1,615.5 | 447.1 | 451.4 | 690.4 | 564.2 | |
| Annualised gross rental income | 91.3 | 29.5 | 27.5 | 46.2 | 37.3 | 69.2 | 34.8 | 335.8 | 82.9 | 27.6 | 24.3 | 36.5 | 27.4 | |
| Property charges | -0.3 | -0.2 | -2.1 | -2.4 | -1.8 | -6.1 | -1.3 | -14.3 | -1.4 | -0.2 | -2.1 | -2.5 | -0.8 | |
| Annualised net rental income | 91.0 | 29.3 | 25.4 | 43.7 | 35.5 | 63.1 | 33.5 | 321.5 | 81.5 | 27.4 | 22.2 | 34.0 | 26.6 | |
| Rent-free periods expiring within 12 months and other lease incentives | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| Topped-up annualised net rental incomes | 91.0 | 29.3 | 25.4 | 43.7 | 35.5 | 63.1 | 33.5 | 321.5 | 81.5 | 27.4 | 22.2 | 34.0 | 26.6 | |
| EPRA NIY | 5.3 % | 6.0 % | 5.2 % | 5.0 % | 4.7 % | 5.2 % | 6.6 % | 5.3 % | 5.0 % | 6.1 % | 4.9 % | 4.9 % | 4.7 % | |
| EPRA ‘TOPPED-UP’ NIY | 5.3 % | 6.0 % | 5.2 % | 5.0 % | 4.7 % | 5.2 % | 6.6 % | 5.3 % | 5.0 % | 6.1 % | 4.9 % | 4.9 % | 4.7 % |
- For more segment information, see Note 5.# EPRA - Net Asset Value
(x 1,000 EUR)
| 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|---|
| EPRA NRV | EPRA NTA | EPRA NDV | EPRA NRV | EPRA NTA | EPRA NDV | |
| IFRS equity attributable to the parent company shareholders | 3,637,413 | 3,637,413 | 3,637,413 | 3,233,274 | 3,233,274 | 3,233,274 |
| Includes/Excludes : i) Hybrid instruments | 0 | 0 | 0 | 0 | 0 | 0 |
| Diluted net asset value (NAV) | 3,637,413 | 3,637,413 | 3,637,413 | 3,233,274 | 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 | 0 | 0 | 0 | 0 |
| ii.b) Revaluation of investment properties (if the IAS 40 cost model is applied) | 0 | 0 | 0 | 0 | 0 | 0 |
| ii.c) Revaluation of other non-current investments | 0 | 0 | 0 | 0 | 0 | 0 |
| iii) Revaluation of finance lease receivables | 16,690 | 16,690 | 16,690 | 80,887 | 80,887 | 80,887 |
| iv) Revaluation of assets held for sale | 0 | 0 | 0 | 0 | 0 | 0 |
| Diluted NAV at fair value | 3,654,103 | 3,654,103 | 3,654,103 | 3,314,160 | 3,314,160 | 3,314,160 |
| Excludes : | ||||||
| v) Deferred taxes relating to revaluations of investment properties at fair value | 56,184 | 56,184 | 0 | 51,104 | 51,104 | 0 |
| vi) Fair value of financial instruments | -171,475 | -171,475 | 0 | 47,397 | 47,397 | 0 |
| vii) Goodwill resulting from deferred taxes | -20,889 | -20,889 | -20,889 | -31,808 | -31,808 | -31,808 |
| viii.a) Goodwill according to IFRS balance sheet | 0 | -6,448 | -6,448 | 0 | -9,818 | -9,818 |
| viii.b) Intangible assets according to IFRS balance sheet | 0 | -2,374 | 0 | 0 | -2,487 | 0 |
| Includes : | ||||||
| ix) Fair value of fixed interest rate debt | 0 | 0 | 245,260 | 0 | 0 | 5,564 |
| x) Revaluation of intangible assets at fair value | 0 | 0 | 0 | 0 | 0 | 0 |
| xi) Real estate transfer taxes | 292,003 | 0 | 0 | 256,161 | 0 | 0 |
| NAV | 3,809,926 | 3,509,102 | 3,872,026 | 3,637,015 | 3,368,548 | 3,278,098 |
| Diluted number of shares | 32,846,154 | 32,846,154 | 32,846,154 | 31,675,033 | 31,675,033 | 31,675,033 |
| NAV PER SHARE (IN EUR/SHARE) | 115.99 | 106.83 | 117.88 | 114.82 | 106.35 | 103.49 |
EPRA - Net Initial Yield (NIY) and EPRA ‘Topped-Up’ NIY
(x 1,000,000 EUR)
| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | |||||||||
| BE | FR | NL | DE | Others | BE | FR | NL | DE | Others | |||||||
| Investment properties at fair value | 1,706.6 | 487.0 | 480.6 | 845.4 | 848.1 | 1,352.8 | 479.4 | 6,199.8 | 1,601.1 | 456.5 | 433.6 | 653.6 | 654.0 | 1,381.1 | 530.0 | 5,709.8 |
| Assets held for sale | - | -9.2 | - | - | - | -91.7 | -16.4 | -117.3 | - | -13.2 | - | - | - | -23.6 | -3.1 | -39.8 |
| Development projects | -47.9 | -22.8 | -38.9 | -14.8 | -126.2 | -73.1 | -6.5 | -330.1 | -25.1 | -25.5 | -14.6 | -0.7 | -113.3 | -67.2 | -6.5 | -252.9 |
| Assets available for lease | 1,658.7 | 455.1 | 441.7 | 830.6 | 721.9 | 1,188.0 | 456.5 | 5,752.4 | 1,576.1 | 417.8 | 419.0 | 652.9 | 540.6 | 1,290.3 | 520.4 | 5,417.1 |
| Estimated transfer fees and taxes at the hypothetical disposal of investment properties | 41.5 | 31.1 | 44.0 | 49.0 | 29.3 | 29.7 | 51.6 | 276.2 | 39.4 | 29.3 | 32.4 | 37.5 | 23.6 | 32.3 | 51.9 | 246.4 |
| Investment value (including notarial and registration charges) of assets available for lease | 1,700.2 | 486.1 | 485.7 | 879.6 | 751.1 | 1,217.7 | 508.2 | 6,028.6 | 1,615.5 | 447.1 | 451.4 | 690.4 | 564.2 | 1,322.5 | 572.3 | 5,663.4 |
| Annualised gross rental income | 91.3 | 29.5 | 27.5 | 46.2 | 37.3 | 69.2 | 34.8 | 335.8 | 82.9 | 27.6 | 24.3 | 36.5 | 27.4 | 77.6 | 36.3 | 312.6 |
| Property charges | -0.3 | -0.2 | -2.1 | -2.4 | -1.8 | -6.1 | -1.3 | -14.3 | -1.4 | -0.2 | -2.1 | -2.5 | -0.8 | -8.4 | -2.1 | -17.6 |
| Annualised net rental income | 91.0 | 29.3 | 25.4 | 43.7 | 35.5 | 63.1 | 33.5 | 321.5 | 81.5 | 27.4 | 22.2 | 34.0 | 26.6 | 69.2 | 34.2 | 295.0 |
| Rent-free periods expiring within 12 months and other lease incentives | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Topped-up annualised net rental incomes | 91.0 | 29.3 | 25.4 | 43.7 | 35.5 | 63.1 | 33.5 | 321.5 | 81.5 | 27.4 | 22.2 | 34.0 | 26.6 | 69.2 | 34.2 | 295.0 |
| EPRA NIY | 5.3 % | 6.0 % | 5.2 % | 5.0 % | 4.7 % | 5.2 % | 6.6 % | 5.3 % | 5.0 % | 6.1 % | 4.9 % | 4.9 % | 4.7 % | 5.2 % | 6.0 % | 5.2 % |
| EPRA ‘TOPPED-UP’ NIY | 5.3 % | 6.0 % | 5.2 % | 5.0 % | 4.7 % | 5.2 % | 6.6 % | 5.3 % | 5.0 % | 6.1 % | 4.9 % | 4.9 % | 4.7 % | 5.2 % | 6.0 % | 5.2 % |
EPRA - Vacancy rate
(x 1,000 EUR)
| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | |||||||||
| BE | FR | NL | DE | Others | BE | FR | NL | DE | Others | |||||||
| Rental space (in m 2 ) | 607,753 | 219,800 | 193,167 | 369,849 | 296,589 | 371,290 | 315,665 | 2,374,113 | 591,973 | 213,367 | 187,013 | 293,629 | 224,252 | 453,099 | 359,617 | 2,322,950 |
| ERV 2 of the vacant space | - | 150 | 160 | - | - | 4,232 | 8 | 4,550 | - | 150 | 74 | - | - | 5,243 | 548 | 6,016 |
| ERV 2 of the total portfolio | 84,713 | 32,830 | 25,897 | 46,185 | 37,282 | 66,272 | 29,268 | 322,447 | 79,475 | 30,955 | 24,317 | 36,466 | 28,505 | 77,469 | 33,903 | 311,089 |
| EPRA VACANCY RATE | 0.0 % | 0.5 % | 0.6 % | 0.0 % | 0.0 % | 6.4 % | 0.0 % | 1.4 % | 0.0 % | 0.5 % | 0.3 % | 0.0 % | 0.0 % | 6.8 % | 1.6 % | 1.9 % |
EPRA - Change in gross rental income
(x 1,000 EUR)
| 2022 | 2022 | 2021 | Average fair value of properties available for rent corresponding to gross rental income - at comparable scope | Change in the 2022 gross rental income – at comparable scope vs. 2021 | Gross rental income – at comparable scope vs. 2021 | Acquisitions | Disposals | Other | Regularisation of rental income related to previous periods | Gross rental income 4 at current scope | Gross Rental income 4 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 3,351,601 | 7,539 | 192,607 | 25,793 | -2,337 | -825 | - | 215,237 | 185,068 | |||
| Healthcare real estate Belgium | 1,576,706 | 3,928 | 84,712 | 2,172 | -447 | - | - | 86,437 | 80,784 | |||
| Healthcare real estate France | 393,651 | 566 | 29,299 | 2,225 | -1,875 | - | - | 29,649 | 28,733 | |||
| Healthcare real estate Netherlands | 375,584 | 992 | 22,695 | 3,369 | -15 | - | - | 26,049 | 21,704 | |||
| Healthcare real estate Germany | 639,425 | 1,095 | 37,034 | 4,418 | -825 | - | - | 40,627 | 35,939 | |||
| Healthcare real estate Other | 366,236 | 957 | 18,866 | 13,608 | - | - | - | 32,475 | 17,909 | |||
| Offices | 1,153,679 | 3,621 | 88,200 | 664 | -5,433 | -1,940 | - | 81,491 | 84,579 | |||
| Property of distribution networks | 456,550 | 1,281 | 38,382 | - | -4,384 | 1,094 | - | 35,092 | 37,100 | |||
| GRAND TOTAL PORTFOLIO | 4,961,829 | 12,441 | 319,189 | 26,457 | -12,154 | -1,672 | - | 331,820 | 306,748 |
EPRA - Vacancy rate
(x 1,000 EUR)
| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | Healthcare real estate | Offices | Property of distribution networks | Grand total consolidated portfolio | |||||||||
| BE | FR | NL | DE | Others | BE | FR | NL | DE | Others | |||||||
| Rental space (in m 2 ) | 607,753 | 219,800 | 193,167 | 369,849 | 296,589 | 371,290 | 315,665 | 2,374,113 | 591,973 | 213,367 | 187,013 | 293,629 | 224,252 | 453,099 | 359,617 | 2,322,950 |
| ERV 2 of the vacant space | - | 150 | 160 | - | - | 4,232 | 8 | 4,550 | - | 150 | 74 | - | - | 5,243 | 548 | 6,016 |
| ERV 2 of the total portfolio | 84,713 | 32,830 | 25,897 | 46,185 | 37,282 | 66,272 | 29,268 | 322,447 | 79,475 | 30,955 | 24,317 | 36,466 | 28,505 | 77,469 | 33,903 | 311,089 |
| EPRA VACANCY RATE | 0.0 % | 0.5 % | 0.6 % | 0.0 % | 0.0 % | 6.4 % | 0.0 % | 1.4 % | 0.0 % | 0.5 % | 0.3 % | 0.0 % | 0.0 % | 6.8 % | 1.6 % | 1.9 % |
EPRA - Change in gross rental income
(x 1,000 EUR)
| 2022 | 2022 | 2021 | Average fair value of properties available for rent corresponding to gross rental income - at comparable scope | Change in the 2022 gross rental income – at comparable scope vs. 2021 | Gross rental income – at comparable scope vs. 2021 | Acquisitions | Disposals | Other | Regularisation of rental income related to previous periods | Gross rental income 4 at current scope | Gross Rental income 4 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 3,351,601 | 7,539 | 192,607 | 25,793 | -2,337 | -825 | - | 215,237 | 185,068 | |||
| Healthcare real estate Belgium | 1,576,706 | 3,928 | 84,712 | 2,172 | -447 | - | - | 86,437 | 80,784 | |||
| Healthcare real estate France | 393,651 | 566 | 29,299 | 2,225 | -1,875 | - | - | 29,649 | 28,733 | |||
| Healthcare real estate Netherlands | 375,584 | 992 | 22,695 | 3,369 | -15 | - | - | 26,049 | 21,704 | |||
| Healthcare real estate Germany | 639,425 | 1,095 | 37,034 | 4,418 | -825 | - | - | 40,627 | 35,939 | |||
| Healthcare real estate Other | 366,236 | 957 | 18,866 | 13,608 | - | - | - | 32,475 | 17,909 | |||
| Offices | 1,153,679 | 3,621 | 88,200 | 664 | -5,433 | -1,940 | - | 81,491 | 84,579 | |||
| Property of distribution networks | 456,550 | 1,281 | 38,382 | - | -4,384 | 1,094 | - | 35,092 | 37,100 | |||
| GRAND TOTAL PORTFOLIO | 4,961,829 | 12,441 | 319,189 | 26,457 | -12,154 | -1,672 | - | 331,820 | 306,748 |
Investment properties - Rental data
(x 1,000 EUR)
| 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
| Healthcare real estate | 215,237 | 212,321 | 1,687,158 | 231,728 | 226,906 | 0.1 % | 185,068 | 184,045 | 1,510,234 | 198,681 | 199,718 | 0.1 % |
| Healthcare real estate Belgium | 86,437 | 85,429 | 607,753 | 91,268 | 84,713 | 0.0 % | 80,784 | 80,046 | 591,973 | 82,883 | 79,475 | 0.0 % |
| Healthcare real estate France | 29,649 | 29,630 | 219,800 | 29,458 | 32,830 | 0.5 % | 28,733 | 28,733 | 213,367 | 27,599 | 30,955 | 0.5 % |
| Healthcare real estate The Netherlands | 26,049 | 25,916 | 193,167 | 27,476 | 25,897 | 0.6 % | 21,704 | 21,597 | 187,013 | 24,337 | 24,317 | 0.3 % |
| Healthcare real estate Germany | 40,627 | 38,989 | 369,849 | 46,186 | 46,185 | 0.0 % | 35,939 | 35,774 | 293,629 | 36,466 | 36,466 | 0.0 % |
| Healthcare real estate Other | 32,475 | 32,355 | 296,589 | 37,340 | 37,282 | 0.0 % | 17,909 | 17,896 | 224,252 | 27,396 | 28,505 | 0.0 % |
| Offices | 81,491 | 75,893 | 371,290 | 69,223 | 66,272 | 6.4 % | 84,579 | 78,904 | 453,099 | 77,572 | 77,469 | 6.8 % |
| Property of distribution networks | 35,092 | 34,304 | 315,665 | 34,815 | - | - | - | - | - | - | - | - |
(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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||
| Healthcare real estate | 215,237 | 212,321 | 1,687,158 | 231,728 | 226,906 | 0.1 % | 185,068 | 184,045 | 1,510,234 | 198,681 | 199,718 | 0.1 % |
| Healthcare real estate Belgium | 86,437 | 85,429 | 607,753 | 91,268 | 84,713 | 0.0 % | 80,784 | 80,046 | 591,973 | 82,883 | 79,475 | 0.0 % |
| Healthcare real estate France | 29,649 | 29,630 | 219,800 | 29,458 | 32,830 | 0.5 % | 28,733 | 28,733 | 213,367 | 27,599 | 30,955 | 0.5 % |
| Healthcare real estate The Netherlands | 26,049 | 25,916 | 193,167 | 27,476 | 25,897 | 0.6 % | 21,704 | 21,597 | 187,013 | 24,337 | 24,317 | 0.3 % |
| Healthcare real estate Germany | 40,627 | 38,989 | 369,849 | 46,186 | 46,185 | 0.0 % | 35,939 | 35,774 | 293,629 | 36,466 | 36,466 | 0.0 % |
| Healthcare real estate Other | 32,475 | 32,355 | 296,589 | 37,340 | 37,340 | 0.0 % | 17,909 | 17,896 | 224,252 | 27,396 | 28,505 | 0.0 % |
| Offices | 81,491 | 75,893 | 371,290 | 69,223 | 66,272 | 6.4 % | 84,579 | 78,904 | 453,099 | 77,572 | 77,469 | 6.8 % |
| Property of distribution networks | 35,092 | 34,304 | 315,665 | 34,815 | 29,268 | 0.0 % | 37,100 | 36,658 | 359,617 | 36,330 | 33,903 | 1.6 % |
| GRAND TOTAL PORTFOLIO | 331,820 | 322,518 | 2,374,113 | 335,766 | 322,447 | 1.4 % | 306,748 | 299,607 | 2,322,950 | 312,584 | 311,089 | 1.9 % |
Investment properties - Valuation data
4 (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 |
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Healthcare real estate | 4,107,863 | 55,341 | 5.2 % | 1.4 % | 3,606,330 | 32,486 | 5.0 % | 0.9 % |
| Healthcare real estate Belgium | 1,658,718 | 39,744 | 5.3 % | 2.5 % | 1,576,063 | 1,549 | 5.0 % | 0.1 % |
| Healthcare real estate France | 455,050 | -4,391 | 6.0 % | -1.0 % | 417,790 | -8,432 | 6.1 % | -2.0 % |
| Healthcare real estate The Netherlands | 441,690 | -4,428 | 5.2 % | -1.0 % | 418,990 | 9,695 | 4.9 % | 2.4 % |
| Healthcare real estate Germany | 830,550 | 3,231 | 5.0 % | 0.4 % | 652,850 | 32,826 | 4.9 % | 5.3 % |
| Healthcare real estate Other | 721,855 | 21,186 | 4.7 % | 3.0 % | 540,638 | -3,152 | 4.7 % | -0.6 % |
| Offices | 1,187,999 | 26,266 | 5.2 % | 2.3 % | 1,290,289 | 7,903 | 5.2 % | 0.6 % |
| Property of distribution networks | 456,550 | -3,799 | 6.6 % | -0.8 % | 520,445 | -6,689 | 6.0 % | -1.3 % |
| GRAND TOTAL PORTFOLIO | 5,752,412 | 77,808 | 5.3 % | 1.4 % | 5,417,064 | 33,701 | 5.2 % | 0.6 % |
Reconciliation with IFRS consolidated income statement
| Investment properties under development | 330,128 | -4,457 | 252,926 | 841 |
| Assets held for sale | 117,270 | 4,108 | 39,846 | -35 |
| TOTAL | 6,199,811 | 77,460 | 5,709,836 | 34,506 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 190
Investment properties - Rental data
(x 1,000 EUR)
| Segment | Lease figures according to their end date | Passing rents of the leases maturing in | ERV 1 of the leases maturing in | Average lease length (in years) | Year 1 | Year 2 | Year 3- 5 | Year 1 | Year 2 | Year 3- 5 |
|---|---|---|---|---|---|---|---|---|---|---|
| Until the break 2 | Until the end of the lease | |||||||||
| Healthcare real estate | 15.1 | 15.2 | 18,079 | 1,966 | 6,694 | 19,812 | 1,947 | 6,454 | ||
| Healthcare real estate Belgium | 17.8 | 17.8 | 7 | 8 | 40 | 7 | 8 | 34 | ||
| Healthcare real estate France | 3.1 | 3.2 | 17,591 | 1,433 | 1,429 | 19,367 | 1,433 | 1,850 | ||
| Healthcare real estate The Netherlands | 9.5 | 9.9 | 481 | 525 | 5,168 | 439 | 506 | 4,522 | ||
| Healthcare real estate Germany | 19.7 | 19.7 | 0 | 0 | 57 | 0 | 0 | 49 | ||
| Healthcare real estate Other | 16.5 | 16.5 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Offices | 4.8 | 6.0 | 6,059 | 5,922 | 18,046 | 5,320 | 5,335 | 16,125 | ||
| Property of distribution networks | 12.5 | 12.5 | 113 | 0 | 0 | 90 | 0 | 0 | ||
| GRAND TOTAL PORTFOLIO | 12.7 | 13.0 | 24,250 | 7,888 | 24,740 | 25,222 | 7,282 | 22,579 |
(x 1,000 EUR)
| Segment | Lease figures according to their revision date (break) | Passing rents of the leases subject to revision in | ERV 1 of the leases subject to revision in | Year 1 | Year 2 | Year 3 -5 | Year 1 | Year 2 | Year 3 -5 |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 18,609 | 2,010 | 7,147 | 20,154 | 1,993 | 6,963 | |||
| Healthcare real estate Belgium | 7 | 8 | 40 | 7 | 8 | 34 | |||
| Healthcare real estate France | 18,073 | 1,433 | 1,429 | 19,667 | 1,433 | 1,850 | |||
| Healthcare real estate The Netherlands | 530 | 569 | 5,620 | 481 | 552 | 5,030 | |||
| Healthcare real estate Germany | 0 | 0 | 57 | 0 | 0 | 49 | |||
| Healthcare real estate Other | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Offices | 8,285 | 7,762 | 24,083 | 7,263 | 7,004 | 21,345 | |||
| Property of distribution networks | 220 | 0 | 0 | 174 | 0 | 0 | |||
| GRAND TOTAL PORTFOLIO | 27,115 | 9,771 | 31,230 | 27,591 | 8,996 | 28,307 |
- ERV = Estimated Rental Value.
- First break option for the tenant.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 192
EPRA - Cost ratios
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| (i) Administrative/operational expenses per income statement | -72,035 | -64,941 |
| Cost of rent-free periods | -6,584 | -6,652 |
| Charges and taxes not recovered from the tenant on let properties | -4,718 | -4,146 |
| Net redecoration expenses | -266 | -1,575 |
| Technical costs | -6,128 | -6,628 |
| Commercial costs | -4,360 | -2,967 |
| Taxes and charges on unlet properties | -3,966 | -3,188 |
| Corporate management costs | -46,013 | -39,784 |
| (v) Share of joint venture expenses | 0 | 0 |
| EPRA COST RATIO (DIRECT VACANCY COSTS INCLUDED) (A) | -72,035 | -64,941 |
| (IX) Direct vacancy costs | 8,684 | 7,335 |
| EPRA COSTS (DIRECT VACANCY COSTS EXCLUDED) (B) | -63,351 | -57,606 |
| (X) Gross rental income less ground rent costs | 324,345 | 299,001 |
| (XII) Share of joint venture gross rental income | 0 | 0 |
| Gross rental income (C) | 324,345 | 299,001 |
| EPRA COST RATIO (DIRECT VACANCY COSTS INCLUDED) (A/C) | 22.2 % | 21.7 % |
| EPRA COST RATIO (DIRECT VACANCY COSTS EXCLUDED) (B/C) | 19.5 % | 19.3 % |
| Overhead and operational expenses capitalised (including share of joint ventures) | 3,025 | 2,629 |
Cofinimmo capitalises the overhead costs and operational expenses (legal fees, project management fees, capitalised interests, etc.) directly linked to development projects.
X Office building Quartz - Brussels CBD (BE)
193 I DATA ACCORDING TO THE EPRA PRINCIPLE I
Development projects
In the course of 2022, Cofinimmo carried out multiple redevelopment projects. For details on these ongoing and future projects, see pages 44-45 of chapter ‘Healthcare real estate’’.
X Office building Guimard 10-12 - Brussels CBD (BE)
EPRA Capex
(x 1,000 EUR)
| 31.12.2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Group (excl. joint ventures) | Healthcare real estate | Offices | Property of distribution networks | Joint ventures (proportionate share) | Group total | BE | FR | NL | DE | |
| Acquisitions 1 | 394,289 | 57,919 | 26,939 | 27,781 | 184,593 | 97,057 | 0 | 0 | 0 | 394,289 |
| Development 2 | 126,297 | 11,370 | 9,134 | 24,617 | 165 | 76,974 | 3,984 | 54 | 0 | 126,297 |
| External costs capitalised | 124,365 | 11,052 | 8,834 | 24,305 | 165 | 76,351 | 3,604 | 54 | 0 | 124,365 |
| Overhead and other expenses capitalised | 1,933 | 319 | 300 | 311 | 0 | 622 | 380 | 0 | 0 | 1,933 |
| Investment properties | 27,678 | 3,231 | 5,389 | 2,754 | 3,976 | 2,127 | 5,107 | 5,094 | 0 | 27,678 |
| Major projects already (partially) income-generating | 22,099 | 3,038 | 5,296 | 2,348 | 3,502 | 1,581 | 3,775 | 2,559 | 0 | 22,099 |
| No incremental lettable space | 4,487 | 113 | 75 | 331 | 474 | 546 | 1,013 | 1,935 | 0 | 4,487 |
| Overhead and other expenses capitalised | 1,093 | 81 | 18 | 75 | 0 | 0 | 319 | 600 | 0 | 1,093 |
| Total CapEx 3 | 548,265 | 72,520 | 41,462 | 55,152 | 188,734 | 176,157 | 9,090 | 5,148 | 0 | 548,265 |
| Conversion from accual to cash basis | -12,734 | -4,090 | -239 | 552 | -147 | -9,140 | 505 | -175 | 0 | -12,734 |
| Total CapEx on cash basis | 535,531 | 68,430 | 41,223 | 55,705 | 188,587 | 167,017 | 9,596 | 4,974 | 0 | 535,531 |
(x 1,000 EUR)
| 31.12.2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Group (excl. joint ventures) | Healthcare real estate | Offices | Property of distribution networks | Joint Ventures (proportionate share) | Group total | BE | FR | NL | DE | |
| Acquisitions | 802,086 | 144,854 | 65,178 | 55,776 | 22,486 | 513,714 | 79 | 0 | 0 | 802,086 |
| Development | 87,282 | 4,124 | 8,150 | 14,678 | 0 | 52,330 | 7,941 | 58 | 0 | 87,282 |
| External costs capitalised | 85,708 | 3,952 | 8,029 | 14,490 | 0 | 51,796 | 7,383 | 58 | 0 | 85,708 |
| Overhead and other expenses capitalised | 1,574 | 171 | 122 | 188 | 0 | 534 | 558 | 0 | 0 | 1,574 |
| Investment properties | 22,077 | 5,093 | 304 | 9,370 | 388 | 686 | 1,740 | 4,496 | 0 | 22,077 |
| Major projects already (partially) income-generating | 17,674 | 4,865 | 227 | 8,781 | 374 | 0 | 1,216 | 2,212 | 0 | 17,674 |
| No incremental lettable space | 3,347 | 203 | 77 | 413 | 14 | 686 | 132 | 1,822 | 0 | 3,347 |
| Overhead and other expenses capitalised | 1,056 | 25 | 0 | 176 | 0 | 0 | 392 | 462 | 0 | 1,056 |
| Total CapEx | 911,444 | 154,070 | 73,632 | 79,824 | 22,874 | 566,730 | 9,761 | 4,554 | 0 | 911,444 |
| Conversion from accrual to cash basis | -8,948 | -6,253 | -1,792 | -2,417 | 1,470 | 1,664 | -566 | -1,055 | 0 | -8,948 |
| Total CapEx on cash basis | 902,496 | 147,818 | 71,840 | 77,407 | 24,343 | 568,394 | 9,195 | 3,500 | 0 | 902,496 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 194
EPRA Capex
(x 1,000 EUR)
| 31.12.2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Group (excl. | ||||||||||
| joint ventures) | Healthcare real estate | Offices | Property of distribution networks | Joint ventures (proportionate share) | ||||||
| Acquisitions | 394,289 | 57,919 | 26,939 | 27,781 | 184,593 | 97,057 | 0 | 0 | 0 | |
| Development | 126,297 | 11,370 | 9,134 | 24,617 | 165 | 76,974 | 3,984 | 54 | 0 | |
| External costs capitalised | 124,365 | 11,052 | 8,834 | 24,305 | 165 | 76,351 | 3,604 | 54 | 0 | |
| Overhead and other expenses capitalised | 1,933 | 319 | 300 | 311 | 0 | 622 | 380 | 0 | 0 | |
| Investment properties | 27,678 | 3,231 | 5,389 | 2,754 | 3,976 | 2,127 | 5,107 | 5,094 | 0 | |
| Major projects already (partially) income-generating | 22,099 | 3,038 | 5,296 | 2,348 | 3,502 | 1,581 | 3,775 | 2,559 | 0 | |
| No incremental lettable space | 4,487 | 113 | 75 | 331 | 474 | 546 | 1,013 | 1,935 | 0 | |
| Overhead and other expenses capitalised | 1,093 | 81 | 18 | 75 | 0 | 0 | 319 | 600 | 0 | |
| Total CapEx 3 | 548,265 | 72,520 | 41,462 | 55,152 | 188,734 | 176,157 | 9,090 | 5,148 | 0 | |
| Conversion from accual to cash basis | -12,734 | -4,090 | -239 | 552 | -147 | -9,140 | 505 | -175 | 0 | |
| Total CapEx on cash basis | 535,531 | 68,430 | 41,223 | 55,705 | 188,587 | 167,017 | 9,596 | 4,974 | 0 |
EPRA LTV (x 1,000,000 EUR)
31.12.2022
| Group (excl. joint ventures) | Healthcare real estate | Offices | Property of distribution networks | Joint Ventures (proportionate share) | Group total | |
|---|---|---|---|---|---|---|
| Debt-to-assets ratio according to the royal decree of 13.07.2014 concerning RRECs | ||||||
| Group EPRA LTV as reported | 818.3 | 818.3 | 110.6 | 0.0 | -11.4 | 917.5 |
| Proportionate consolidation Group EPRA LTV combined | 924.2 | 924.2 | 0.0 | 0.0 | 0.0 | 924.2 |
| Share of joint ventures | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Share of material associates | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Non- controlling Interests | 10.8 | 10.8 | 0.0 | 0.0 | 0.0 | 10.8 |
| Include : Borrowings from Financial Institutions | ||||||
| Commercial paper | ||||||
| Hybrids (including convertibles, preference shares, debt, options, perpetuals) | ||||||
| Bond loans | 1,122.2 | 1,122.2 | 0.0 | 0.0 | 0.0 | 1,122.2 |
| Foreign currency derivatives (futures, swaps, options and forwards) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Net payables | 161.8 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Owner-occupied property (debt) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Current accounts (equity characteristic) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Exclude : Cash and cash equivalents | 0.0 | -19.6 | -7.9 | 0.0 | 0.7 | -26.8 |
| NET DEBT (A) | 3,026.5 | 2,855.9 | 102.6 | 0.0 | -10.7 | 2,947.8 |
| Include : Owner-occupied property | 7.7 | 7.7 | 0.0 | 0.0 | 0.0 | 7.7 |
| Investment properties at fair value | 5,744.7 | 5,744.7 | 120.7 | 0.0 | -62.8 | 5,802.6 |
| Properties held for sale | 117.3 | 117.3 | 0.0 | 0.0 | 0.0 | 117.3 |
| Properties under development | 330.1 | 330.1 | 99.4 | 0.0 | 0.0 | 429.5 |
| Intangibles | 29.7 | 2.4 | 2.6 | 0.0 | 0.0 | 5.0 |
| Net receivables | 325.3 | 77.3 | -27.7 | 0.0 | 33.1 | 82.7 |
| Financial assets | 75.8 | 90.0 | -90.0 | 0.0 | 0.0 | 0.0 |
| TOTAL PROPERTY VALUE (B) | 6,630.6 | 6,369.4 | 105.0 | 0.0 | -29.7 | 6,444.8 |
| LTV (A/B) | 45.6 % | 44.8 % | 45.7 % |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 195
X L’Envol, artwork by MagicStreet - Installed on the façade of the office building with medical centre Trône/Troon 100 - Brussels CBD (BE)
197 I DATA ACCORDING TO THE EPRA PRINCIPLE I 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 represents its code of reference under article 3:6 §2, 1° of the Code of Companies and Associations (‘CCA’). The 2020 Code is available on the website www.corporategovernancecommittee.be.
On 31.12.2022, the board of directors asserted that, to its knowledge, its corporate governance practice complies with the 2020 Code.
Note 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 it appropriate to depart from one of the independence criteria provided for in principle 3.5 of the 2020 Code, since Mr Xavier de Walque’s term of office, now more than 12 years, in no way impedes his independence. In fact, Mr Xavier de Walque has no relationship with the company nor with any of its major shareholders that could jeopardise his independence. In carrying out his duties, Mr Xavier de Walque has always demonstrated that he has a free, independent, and critical mind and holds the company’s interests at the centre of his concerns.
The corporate governance charter, which provides detailed information on governance rules applicable within the company, is available on the company’s website www.cofinimmo.com.
Internal control and risk management
Managerial staff
Cofinimmo has implemented a risk management and internal control process in accordance with corporate governance rules and with the various laws applicable to public regulated real estate companies. The company has chosen the Enterprise Risk Management (ERM) model developed by COSO (Committee of Sponsoring Organizations of the Treadway Commission - www. coso.org) as its reference framework. COSO is a private sector organisation whose goal is to promote quality improvements in financial and non-financial reporting through the implementation of business ethics rules, an effective internal control systems, and corporate governance rules. The ERM model comprises the following components : internal environment ; evaluation of risks, control activities ; information and internal communication ; monitoring and follow-up.
Components
Internal environment
The internal environment includes the vision, integrity, ethical values, personal skills and the manner in which the executive committee assigns authority, allocates responsibilities, and organises and trains staff, all under the oversight of the board of directors.
- Corporate governance rules and the existence of an audit committee, a nomination, remuneration and corporate governance committee consisting entirely of independent directors as defined in article 7:87 §1 of the CCA and the 2020 Code and an internal auditor, a risk manager, a management controller and a compliance officer.
- The executive committee’s consideration of risk for any investment, transaction, or commitment that may have a significant impact on the company’s objectives.
- The existence of an ESG policy addressing the company’s sustainability vision and obligations.
- This chapter forms an integral part of the statutory and consolidated management report.
- The existence of a code of conduct dealing with conflicts of interest, professional secrecy, rules governing the purchase and disposal of shares, prevention of corporate funds misuse, business gifts, communication, respect for individuals, and a whistleblowing procedure, is included in the corporate governance charter.
- Respect for separation of duties principles and the application of rules regarding the delegation of powers at all levels within the group and the application of strict criteria for human resources management, particularly with respect to selection, staff recruitment rules, training policies, the performance review process, and definition of annual targets.
- External players are also involved in this risk control environment. Specifically, they include the Financial Services and Markets Authority (FSMA), company auditors, legal consultants, independent real estate valuers, financial institutions, rating agencies, financial analysts and shareholders.
Risk assessment
- Risk assessment includes the identification of risk events, their analysis and the measures taken to address them in an effective manner.
- A strategy defined by the board of directors on the basis of a proposal from the executive committee, including the risks and opportunities associated with climate change. The strategy is then translated into operational, compliance, and reporting objectives which apply to all of the company’s operating levels, from the most global level to their implementation in the functional units.
- Overall in-depth risk analysis of the company is carried out periodically in collaboration with all the hierarchic levels of the company, each for its respective area of competence.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 198# I CORPORATE GOVERNANCE STATEMENT I
Information and internal communication
Information dissemination and communication across the company’s various levels occurs through work meetings and reporting processes.
- A quarterly management report, established by the Control department, details income statement and balance sheet situations, key performance indicators, and acquisitions/sales, and their impact on the income. It also includes an asset inventory and details on project progress, and the cash-flow position. It is reviewed 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 property investments and divestments, construction, and rental matters in greater detail. Each of these meetings is part of a verbal process. When necessary, an action plan for the implementation of decisions taken at the meeting is created. In 2021, the company launched a satisfaction survey on internal 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 year-end. Consolidated accounts are produced and key indicators are calculated and analysed. This data is presented in the management report referred to above and 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 progress of their specific business activities.
- Internal auditor assignments investigate various procedures. The results of these audits are submitted to the audit committee, which oversees the implementation of recommendations, and to the board of directors.
- Integrity of data and information systems through the strengthening 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. three copies of the same file on two different media, one of which is an off-site backup. Measures are also being taken to secure access to the company data, particularly that relating to the IT tool supporting the financial process (SAP). In addition, this tool is subject to an annual audit by the external auditor. In terms of risk coverage, the company is insured for the consequences of a cybersecurity incident. Finally, in addition to the regular training sessions, awareness campaigns on cybersecurity risks are regularly carried out among staff members. To date, the company is not aware of any incident that occurred during the financial year which resulted in a breach of the integrity of its information systems, whether in the form of a loss or leakage of data.
X Nursing and care home De Hovernier - Rumbeke (BE) I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 200
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
Governance structure
Shareholders’ structure
The table below shows the Cofinimmo shareholders holding more than 5 % of the capital. Transparency notifications and the control chains are available on the company’s website. At the closing date of this document, Cofinimmo has not received any transparency notification presenting a situation subsequent to that of 22.03.2023. According to Euronext’s definition, the free float is 100 %. This table discloses shareholdings as notified under the law of 02.05.2007. Notifications of changes received after 31.12.2022 have been published in accordance with the provisions of the above-mentioned law and are available on the company’s website www.cofinimmo.com.# CORPORATE GOVERNANCE STATEMENT
Shareholding and Voting Rights
The board of directors declares that the shareholders listed below do not have different voting rights.
| Company | % |
|---|---|
| BlackRock | 6.56 |
| Cofinimmo group | 0.10 |
| Others < 5 % | 93.34 |
| TOTAL | 100.00 |
- Voting rights attached to the treasury shares are suspended.
Committees and Board Responsibilities
Nomination, Remuneration and Corporate Governance Committee
- 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 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 on the company’s strategic directions
- Actively oversees the quality of management and its compliance with the strategy
- Examines the quality of information given to investors and the public
- Determines the corporate governance
- Incorporates the risks and opportunities associated with climate change into the overall strategy
- Decides the ESG’s directions and supervises their implementation
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 compliance with legal, national, and international environmental requirements
- collaborates with the operational teams to monitor the group’s environmental strategy in all business segments
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 compliance with the rules, plans, procedures, laws and regulations that may have a significant impact on operations
Audit Committee
- Assists the board of directors with respect to:
- auditor independence
- preparation of financial, non-financial and sustainability-linked information
- internal control and risk management mechanisms
- internal audit and its effectiveness
- legal audit of the annual and consolidated accounts
- environmental and social aspects
Executive Committee
- Handles the company’s day-to-day management, as chaired by 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
Employee and Manager Demographics
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 202
| Board of Directors | Executive Committee | Audit Committee | Nomination, Remuneration and Corporate Governance Committee | |
|---|---|---|---|---|
| Managers | 16 | 16 | 3 | 4 |
| Employees of which managers | 24 | 16 | - | - |
| Gender | ||||
| Men | 67 % | 67 % | 67 % | 75 % |
| Women | 33 % | 33 % | 33 % | 25 % |
| Age | ||||
| < 30 years | 6 % | - | - | - |
| 31-50 years | 47 % | 53 % | 33 % | 50 % |
| > 50 years | 47 % | 44 % | 67 % | 50 % |
| Seniority | ||||
| < 5 years | 20 % | 46 % | - | - |
| 6-10 years | 12 % | 12 % | - | - |
| 11-15 years | 29 % | 29 % | - | - |
| > 15 years | 40 % | 13 % | 100 % | 100 % |
| Nationality | ||||
| Belgian | 80 % | 75 % | - | - |
| UE | 24 % | 20 % | - | - |
| Non-UE | 1 % | 5 % | - | - |
| Departments | ||||
| Real estate | 46 % | 49 % | - | - |
| Finance | 33 % | 33 % | - | - |
| Corporate | 21 % | 18 % | - | - |
| Board of directors | Executive committee | Audit committee | Nomination, remuneration and corporate governance committee | |
|---|---|---|---|---|
| Independent members/total | 10/13 (77 %) | - | 3/3 (100 %) | 4/4 (100 %) |
| Gender equality | ||||
| Men | 62 % | 60 % | 67 % | 75 % |
| Women | 38 % | 40 % | 33 % | 25 % |
| Age | ||||
| aged 31-50 years | 15 % | 60 % | - | - |
| > 50 years | 85 % | 40 % | 100 % | 100 % |
| Internationalisation rate | 31 % | - | 33 % | 50 % |
| Background | ||||
| Healthcare | 62 % | 100 % | 33 % | 50 % |
| Financial | 46 % | 60 % | 100 % | - |
| Real estate | 64 % | 100 % | 67 % | 50 % |
| Industry | 31 % | 20 % | - | 50 % |
| ESG | 46 % | 40 % | 33 % | 100 % |
| Average term of office | 6 years | 6 years | 8 years | 6 years |
- The average seniority is 7 years.
- The average age is 43 years.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 203
Diversity Policy
Respect for Differences and Cultural Diversity
Cofinimmo recognises the value of diversity (cultural, generational, linguistic, gender, etc.) for both the company and the community, and promotes equal opportunities, a fundamental democratic value. Measures relating to recruitment, selection and personnel management are detailed in the ‘Diverse, trained and healthy employees’ chapter of the ESG report (see page 145). The main goal of governance is to pursue and achieve quality, development and sustainability. Diversity contributes to high-quality management.
Diversity in the Board of Directors and its Committees
Diversity in the board of directors is not only demonstrated by its high proportion of women, but also by the presence of three different nationalities and a variety of backgrounds. This representation 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. In its ‘Gender Diversity Index’, for example, European Women On Boards (EWOB) ranks Cofinimmo 125th among 668 companies and 3rd among Belgian companies.
Diversity within Management
For many years, females made up the majority of the group’s staff, many of them have management roles. In total, 33% of the group’s managers are women. All working within the Finance and Corporate departments. All employees are offered flexibility in the organisation of their working life. This flexibility 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.
Diversity Among Employees
Diversity management is inseparable from human resources management. Equity is sought in every area and at all levels: access to training, coaching and stress management, skills transfer, career management, etc. Success in this area is evidenced by the regular renewal of the company’s ‘Investors in People’ award. Cofinimmo is one of the few Belgian real estate companies with a significant presence of women. Furthermore, employees come from varied cultural origins and educational backgrounds, which stimulates internal creativity and enhances team performance. Generational diversity, in turn, helps combine experience and innovation to identify lasting solutions.
Recruitment
In 2022, Cofinimmo recruited 34 new colleagues of which 10 outside Belgium. Among them, six persons are older than 50 and one person is younger than 25 years. The company’s talent outlook aims to be diverse and open to all types of profile. The company’s performance on key diversity ratios (age, origin, etc.) continues to be a focus for the human resources department.
Staff Management
As an integral part of the welcome pack, each new employee receives a copy of the corporate governance charter on arrival, and must adhere to it before joining the company.
Communication
External communication regarding the company’s commitment to diversity occurs mainly through documents such as the universal registration document, and via the corporate website. Internally, Cofinimmo strives to maintain open lines of communication with all stakeholders. Above all, the company is successful in fostering a shared commitment to performance improvement among its employees.
‘Our commitment is to continue to measure our progress on equality, to recruit and develop the best talent, and to prevent promotion granting on the basis of gender or age alone. Our ultimate goal is nothing less than equality.’
Decision-Making Bodies
Board of Directors
Current Composition
According to the general principles governing the composition of the board of directors, as adopted based on a proposal made by the nomination, remuneration, and corporate governance committee, the board currently comprises 13 directors. This includes nine non-executive and independent directors as defined in article 7:87 §1 of the CCA and the 2020 Code, one non-executive and independent as defined in article 7:87 §1 of the CCA, and three executive directors (members of the executive committee). 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-eligible.
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 defined in article 7:87 §1 of the CCA and the 2020 Code. His mandate was renewed at the ordinary general meeting of 13.05.2020. The board of directors considered it appropriate to depart from one of the independence criteria set out in principle 3.5 of the 2020 Code, since Mr Xavier de Walque’s term of office, now more than 12 years, in no way impedes his independence. In fact, Mr Xavier de Walque has no relationship with the company nor with any of its major shareholders that could jeopardise his independence. In carrying out his duties, Mr Xavier de Walque has always demonstrated that he has a free, independent, and critical mind and holds the company’s interests at the centre of his concerns.
The operating rules of the board of directors are provided in the corporate governance charter.The objective to achieve the 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 13 members, brining to four the minimum number of female administrators requested by article 7:89 of the CCA. The board comprising five women and eight men, it complies with the mix ratio set by law. Cofinimmo also sponsors the activities of the non-profit associ- ation 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 from May 2016 until November 2022. 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’).
Since 2020, Cofinimmo has opted for a one-tier governance structure, as defined in articles 7:85 et seq. of the CCA. The board of directors has delegated specific powers to a statutory executive committee, consisting of members who may or may not be directors, each of whose members are jointly responsible for the day-to-day management of the company. Membership in this committee may include members of the board of directors.
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 204
Mr Jacques van Rijckevorsel
Independent director as defined in article 7:87 §1 of the CCA and the 2020 Code, Chairman of the board of directors, chairperson of the nomination, remuneration, and corporate governance committee. His deep knowledge of the health and hos- pital sectors, ESG issues and more specif- ically of governance issues, as well as of the Belgian business world, in particular of listed companies, and his leadership position are major assets in the perform- ance of his duties as chairperson of the board of directors and of the nomination, remuneration and corporate governance committee.
- Gender: M
- Nationality: Belgian
- Year of birth: 1950
- Start of term: 10.05.2017
- Last renewal: 12.05.2021
- End of term: 14.05.2025
- Current position: chairman of the board of directors of Cliniques Universitaires Saint-Luc (UCL) (Avenue Hippocrate/ Hippocrateslaan 10, 1200 Brussels)
- Current mandates: Cliniques Univer - sitaires Saint-Luc, Duve Institute, N-Side, Fondation Médicale Reine Elisabeth, Fondation Saint-Luc, Fondation Lou- vain, Louvain School of Management, Consultative Committee of ING Brussels, Capricorn Sustainable Chemistry Fund
- Previous mandates: Solvay and several subsidiaries, Guberna, CEFIC, Plastics Europe, Belgian-Luxembourg Chamber of Commerce for Russia and Belarus, Synergia Medical
Mr Jean-Pierre Hanin
Managing director
Effective manager
- Gender: M
- Nationality: Belgian
- Year of birth: 1966
- Start of term: 09.05.2018
- Last renewal: 11.05.2022
- End of term: 13.05.2026
- Current position: Chief Executive Officer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
- Current mandates: various mandates in Cofinimmo group subsidiaries, United Fund for Belgium
- Previous mandates: Etex group
Mr Jean Kotarakos
Executive director
Effective manager
- Gender: M
- Nationality: Belgian
- Year of birth: 1973
- Start of term: 09.05.2018
- Last renewal: 11.05.2022
- End of term: 13.05.2026
- Current position: Chief Financial Officer of Cofinimmo SA/NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
- Current mandates: various mandates in Cofinimmo group subsidiaries
- Previous mandates: Aedifica and various mandates in Aedifica group subsidiaries
Mrs Françoise Roels
Executive director
Effective manager
- Gender: F
- Nationality: Belgian
- Year of birth: 1961
- Start of term: 27.04.2007
- Last renewal: 12.05.2021
- End of term: 14.05.2025
- Current position: Chief Corporate Affairs & Secretary General of Cofinimmo SA/ NV (Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels)
- Current mandates: several mandates in Cofinimmo group subsidiaries and as representative of Cofinimmo, Guberna, Women on Board ASBL/VZW, PMH SA/NV, Les Petits Riens ASBL/Spullenhulp VZW
- Previous mandates: Domicilia NV
Mrs Inès Archer-Toper
Independent director as defined in article 7:87 §1 of the CCA and the 2020 Code, member of the audit committee. Her extensive expertise in real estate, finance, particularly in France, M&A expe- rience and entrepreneurial spirit support the company’s continued growth.
- Gender: F
- Nationality: French
- Year of birth: 1957
- Start of term: 08.05.2013
- Last renewal: 12.05.2021
- End of term: 14.05.2025
205 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
- Current position: Company director
- Current mandates: Aina Investment Fund (Luxembourg - an entity of Ed- mond de Rothschild group), Gecina SA (France), Lapillus OPCI (France), Niman- immo SAS (France)
- Previous mandates: Segro PLC SA (United Kingdom), Axcior Immo and Axcior Corporate Finance SA (France), Orox Asset Management SA (Switzer - land), EDRCF (France)
Mr Olivier Chapelle
Independent director as defined in arti- cle 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee. His extensive experience in investment and operational management, as well as his experience as Chief Executive Offi - cer of a listed industrial company, and his knowledge of governance issues are major assets for Cofinimmo’s entrepre- neurial spirit.
- Gender: M
- Nationality: Belgian
- Year of birth: 1964
- Start of term: 11.05.2016
- Last renewal: 13.05.2020
- End of term: 08.05.2024
- Current position: Chief Executive Offi - cer (CEO) of Recticel SA/NV (Avenue du Bourget/Bourgetlaan 42, 1130 Brussels)
- Current mandates: Fédération des Entreprises Belges/Verbond van Belgis- che Ondernemingen (FEB/VBO), Calyos SA/ NV, Sofindev, Corporate Governance Committee
- Previous mandates: Guberna, Essenscia
Mrs Anneleen Desmyter
Independent director as defined in article 7:87 §1 of the CCA and the 2020 Code. Her deep knowledge of the Belgian busi - ness environment and her excellent pro- fessional background will contribute to the strategic growth of the company.
- Gender: F
- Nationality: Belgian
- Year of birth: 1976
- Start of term: 09.06.2022
- Last renewal: -/-
- End of term: 13.05.2026
- Current position: Chief Executive Officer (CEO) of Yally NV (Karel Oomsstraat 37, 2018 Antwerp)
- Current mandates: Yally & Affiliates, Christiaens group, Think Together, Cure Care Network
- Previous mandates: Aldea Group, Quares, Qrf City Retail, Thomas More University College, Quares & Affiliates
Mr Xavier de Walque
Independent director as defined in article 7:87 §1 of the CCA, member of the audit committee. His knowledge of finance, M&A, real estate, stock markets and the environment of listed companies, as well as his entre- preneurial spirit, are major assets to the financing policy and the sustainability of the company.
- Gender: M
- Nationality: Belgian
- Year of birth: 1965
- Start of term: 24.04.2009
- Last renewal: 13.05.2020
- End of term: 08.05.2024
- Current position: member of the exe- cutive committee and Chief Financial Officer of Cobepa SA/NV (Rue de la Chancellerie/ Kanselarijstraat 2/1, 1000 Brussels)
- Current mandates: several mandates in Cobepa group subsidiaries (Cobepa North America, Cobid, Cobip, Cosylva, Financière Cronos, Ibel, Mascagna, Mosane, RPLT 2023, Sophinvest, Ulran), AG Insurance, DSDC
- Previous mandates: BrunchCo 21, Cobepa Nederland, Cobib, Cobsos, Degroof Equity, Groupement Financier Liégeois, Guimard Finance, JF Hillebrand AG, Kanelium Invest Finance, Lunch Time, Puccini Partners, Sapec, SGG Holdings, Sofireal (devenu Cobid), Sophielux 1, Sophielux 2
Mr Maurice Gauchot
Independent director as defined in arti- cle 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee. His vast experience and expertise in real estate, particularly in France, as well as his expertise in digital innovation and tech- nology in the broadest sense, contribute to the growth and development of a sus- tainable strategy for Cofinimmo.
- Gender: M
- Nationality: French
- Year of birth: 1952
- Start of term: 11.05.2016
- Last renewal: 13.05.2020
- End of term: 08.05.2024
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 206
- Current position: Company director (Avenue Pierre I er de Serbie 16, 75116 Paris, France)
- Current mandates: Stone Estate (Zurich), Codic SA/NV, SCI Foncière CRF
- Previous mandates: CBRE Holding France, La Foncière Numérique, Inter- construction
Mr Benoit Graulich
Independent director as defined in arti- cle 7:87 §1 of the CCA and the 2020 Code, chairperson of the audit committee. Besides his general management experi- ence, his experience in risk management and his knowledge of finance and M&A are major assets in his role as chairperson of the audit committee.
- Gender: M
- Nationality: Belgian
- Year of birth: 1965
- Start of term: cooptation on 25.04.2019, appointment on 05.05.2019
- Last renewal: -/-
- End of term: 10.05.2023
- Current position: Managing Partner of Bencis Capital Partners, Belgium, Neth - erlands, Germany (Culliganlaan 2 E, 1831 Diegem)
- Current mandates: Lotus Bakeries NV, Bencis Capital Partners and its subsidiaries
- Previous mandates: Van de Velde NV
Mrs Diana Monissen
Independent director as defined in arti- cle 7:87 §1 of the CCA and the 2020 Code, member of the nomination, remuneration and corporate governance committee. Her in-depth knowledge and long-stand- ing international experience in the health- care sector, for example in the Netherlands, contribute to the growth of the company.# CORPORATE GOVERNANCE STATEMENT
DECISION-MAKING BODIES
Director renewals and appointments
The ordinary general meeting of 11.05.2022 approved the renewal of the term of office of Mr Jean-Pierre Hanin and Mr Jean Kotarakos as executive directors. Their term of office will expire on 13.05.2026. They continue in their role of Chief Executive Officer and Chief Finance Officer respectively.
The ordinary general meeting of 11.05.2022 also approved the appointment for four years of Mrs Anneleen Desmyter and Mr Michael Zahn as independent directors as defined by article 7:87 §1 of the CCA and the 2020 Code. Their term of office will expire on 13.05.2026.
Since Mrs Kathleen van den Eynde did not seek reappointment, her term of office will cease at the end of the general meeting of 10.05.2023. The board of directors warmly thanked Mrs Kathleen van den Eynde for her contribution to the board of directors’ discussions since 2015.
The company is in the process of identifying a new candidate- director, whose appointment, subject to approval by the FSMA, as an independent director as defined by article 7:87 §1 of the CCA and the 2020 Code will be proposed to the general meeting of 10.05.2023 for a term of four years.
Subject to the approval of the FSMA, the board of directors will propose to the ordinary general meeting of 10.05.2023 the renewal of the term of office of Mr Benoit Graulich as an independent director as defined by article 7:87 §1 of the CCA and the 2020 Code for a term of four years.
Board of directors’ activity report
Throughout the year, the board of directors paid particular atten- tion to subjects related to ESG, both on the environmental, social and governance aspects, and always in the context of a global strategy. The board of directors reviewed the mapping of the company’s major risks in order to have an up-to-date global view and an adequate action and control plan.
The company has also been working on redefining its values that govern its interactions with all stakeholders. These values were the result of a cultural analysis, the outcome of which identified behaviours that were considered essential to the achievement of the company’s business objective. This redefinition of corporate values was accompanied by an in-depth review of the various policies related to ESG that apply within the group, both in terms of the governance charter and various internal and external policies. This review was carried out by all the company’s bodies, both at the level of the board of directors and its committees.
In this context, the corporate governance charter was reviewed in its entirety for the sake of clarity, but without making any major changes. The code of good conduct, the market abuse prevention code and the whistleblowing policy were also reviewed. New policies, such as the human rights policy, the code of conduct for suppliers and the anti-corruption, fraud and money laundering policy, were also developed in the 2022 financial year. Other internal policies related to ESG will also be implemented in 2023.
As part of its commitment to good governance, the board of directors underwent an in-depth evaluation this year with the help of an external consultant, which made it possible to identify concrete action points taking into account the financial, eco- nomic and social challenges ahead. The board of directors also considered its overall composition in the context of a profound long-term approach and the pursuit of sustainable value creation for the company. Among other things, the board of directors also ensured that adequate induction programmes were put in place, tailored to the profile of the new directors who joined the board of directors during the year.
Finally, the board of directors continued to pay particular atten- tion to maintaining and developing dialogue with its sharehold- ers. In this context, a webcasting system was set up to allow the shareholders to follow the ordinary general meeting of 11.05.2022 live, without, however, being able to take part in the vote. However, the company has not received any requests to follow this meeting live.
During the eight meetings, and in addition to these topics, the board of directors also ruled on various matters in the following fields :
Strategy
- monitoring of Cofinimmo’s strategy and development, including the ESG (environmental, social and governance) strategy.
Real estate
- analysis and approval of investment, divestment, and (re)de- velopment projects, including the acquisition of healthcare real estate assets as well as stakes in real estate companies ;
- two capital increases through contributions in kind of health - care real estate assets within the limits of the authorised capital ;
- disposal of office buildings and properties of distribution networks ;
- approval of the proposed merger by way of operations simi - lar to a merger by absorption of the companies Rheastone 3 SA/NV, Rheastone 4 SA/NV, and Rheastone 5 SA/NV.
Financial
- monitoring of the company’s financing ;
- a capital increase through the contribution in kind of an optional dividend within the limits of the authorised capital ;
- the acquisition of treasury shares from a group subsidiary in the context of a simplification of the holding structure.
Internal control
- internal control plans and reports of the compliance officer, the risk manager, and the internal auditor ;
- review of major risks ;
- review of the annual report and core documents pertaining to the ongoing management of internal control.
Governance
- in-depth consideration as to its future composition ;
- assessment of the executive committee, setting its objectives, and the fixed and variable remuneration ;
- in-depth assessment of the board of directors by an external consultant ;
- proposal to appoint a new auditor as of the 2023 financial year ;
- complete review of the corporate governance charter.
Composition of the board
- proposal to renew, at the ordinary general meeting of 11.05.2022, the terms of office of Mr Jean-Pierre Hanin and Mr Jean Kotarakos as executive directors ;
- proposal to appoint Mrs Anneleen Desmyter and Mr Michael Zahn as independent directors as defined in article 7:87 §1 of the CCA and principle 3.5 of the 2020 Belgian corporate governance code.
X Office building Meeûs 23 - Brussels CBD (BE)
Audit committee
Current composition
The audit committee consists of three directors, namely : Mr Benoit Graulich (chairperson), Mrs Inès Archer-Toper as independent directors as defined in article 7:87 §1 of the CCA and the 2020 Code, and Mr Xavier de Walque as independent director as defined in article 7:87 §1 of the CCA.
The chairperson of the board of directors and the members of the executive committee are not members of the audit com - mittee. They are invited to attend the meetings, but are not entitled to vote. The chairperson of the audit committee is appointed by the members of the committee. The members of the audit commit- tee have a collective expertise in the company’s field of activities. At least one member has accounting and auditing expertise.
The current composition of the audit committee and the tasks assigned to it, meet the requirements set out in the law of 17.12.2008 on the creation of an audit committee in listed and financial companies and in the law of 07.12.2016 on the organisa- tion of the profession and the public supervision of auditors. The audit committee’s procedural rules are detailed in the company’s corporate governance charter.
Audit committee’s activity report
In 2022, the audit committee met six times.# H1 COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 210
It addressed matters that fall within its mission, which is to guarantee the accuracy and truthfulness of Cofinimmo’s annual, half-yearly and quarterly accounts, the quality of internal and external control, and of the information provided to the shareholders. The audit committee also reviewed the following topics:
* recommendation to appoint a new auditor as of the 2023 financial year;
* the list of recommendations made by the auditor concerning internal control and IT procedures;
* recommendations made by the internal auditor;
* internal audit reports on the following topics: Dutch, French, Spanish and German teams; investment and divestment activities; new ways of working and in particular the implementation of IT procedures in the context of teleworking;
* 2022 and 2023 planning of internal audit assignments;
* macroeconomic developments (inflation, interest rate, etc) and their impact on the company;
* review of the tax risk report;
* major risks;
* the list of incidents;
* ongoing disputes;
* internal valuation of the portfolio;
* achievement of the objectives of the members of the executive committee;
* achievement of the company’s ESG objectives;
* annual report and core documents pertaining to effective management of internal control;
* new legislation;
* its own assessment.
Nomination, remuneration and corporate governance committee
Current composition
The Nomination, Remuneration and Corporate Governance Committee (NRC) consists of four independent directors as meant by article 7:87 §1 of the CCA and the 2020 Code. They are Mr Jacques van Rijckevorsel (chairman), Mr Olivier Chapelle, Mr Maurice Gauchot and Mrs Diana Monissen. The members of the executive committee are not members of the NRC. The current composition of the NRC and the tasks assigned to it fulfil the conditions of article 7:100 of the CCA. The NRC’s procedural rules are listed in the company’s corporate governance charter.
Nomination, remuneration, and corporate governance committee’s activity report
In 2022, the committee paid particular attention to the launch of the in-depth assessment of the board of directors taking into account current economic and social challenges, as well as a complete review of the governance charter. The committee met four times. The main topics covered were as follows:
Composition of the board
* recommendation to renew the term of office of two executive directors, Mr Jean-Pierre Hanin and Mr Jean Kotarakos;
* recommendation to appoint two non-executive and independent directors as defined in article 7:87 §1 of the CCA and the 2020 Code, Mrs Anneleen Desmyter and Mr Michael Zahn.
Evaluation, objectives and remuneration of the executive committee
* evaluation of the executive committee members and their remuneration as well as the variable remuneration criteria;
* benchmark of and consideration as to the composition of the Long-term Incentive Plan, and more specifically the ESG Key Performance Indicators;
* setting the executive committee’s 2023 objectives;
* annual review of the executive committee fix remuneration;
* executive committee remuneration benchmarking.
Remuneration of non-executive directors
* recommendation to modify the remuneration policy of non-executive directors.
Governance
* preparation of a remuneration report;
* preparation of the corporate governance statement;
* in-depth consideration as to the future composition of the board of directors;
* consideration as to the in-depth governance in terms of ESG;
* review of new legislation.
Evaluation of the board of directors and committee
* follow-up of the 2018 board evaluation exercise;
* overseeing the in-depth assessment of the board of directors with an external consultant;
* its own assessment.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 210
Executive committee
Current composition
The board of directors has delegated certain special powers to its executive committee, whose creation and existence is provided for in article 13 of the Articles of Association, and whose members may or may not be directors, and entrusts members of this executive committee with the day-to-day management of the company. The executive committee consists of five members. In addition to its chairman, Mr Jean-Pierre Hanin (Chief Executive Officer), it includes the following 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 defined in this article and are also responsible for the day-to-day management of the company. The executive committee’s procedural rules are provided 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 Cofinimmo group subsidiaries. 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 an LL.M from Georgetown University. He started his career as a business attorney and subsequently joined several international groups in which he assumed financial and management positions, including Chief Financial Officer and Chief Executive Officer of Lhoist group, a 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 around the world for over 20 years, and engage in both consolidation and development activities.
- X Jean Kotarakos, Chief Financial Officer
- X Françoise Roels, Chief Corporate Affairs & Secretary General
- X Sébastien Berden, Chief Operating Officer Healthcare
- X Yeliz Bicici, Chief Operating Officer Offices & Real Estate Development
- X Jean-Pierre Hanin, Chief Executive Officer
211 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
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) where he has taught in its Real Estate Executive Programme since 2010. He oversees Accounting, Communication & IR, Control, IT, Mergers & Acquisitions, and Treasury & Project Finance departments. He also holds several mandates in Cofinimmo group subsidiaries. He has held numerous financial positions in various companies during his career. After working for KPMG and D’Ieteren for approximately ten years, 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 its compliance and risk management functions. She is also responsible for matters involving shareholders and relations with the Belgian financial oversight authorities. She also supervises the company’s ESG, Tax, Governance, Information Management, Legal and Human Resources departments. She also holds several offices in Cofinimmo group subsidiaries. Before joining Cofinimmo, Françoise Roels worked for the Loyens law firm, for Euroclear/JP Morgan and for the Belgacom group. Her previous responsibilities covered 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. He has served as Chief Operating Officer Healthcare since July 2018 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 Cofinimmo group subsidiaries. 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 pursued a post-graduate training in financial analysis and completed a Leadership Development Programme at Harvard Business School. In addition, he holds a post-graduate degree in Hospital and Care Management from the UCL. He started his career in 1998 at KPMG as Financial Auditor and Corporate Finance Consultant.
Yeliz Bicici Chief Operating Officer Offices & Real Estate Development Effective manager
Yeliz Bicici joined Cofinimmo as Property Manager in 2008, then as Area Manager and subsequently as Development Manager, before becoming Head of Development in 2014. She assumed the role of Chief Operating Officer Offices & Real Estate Development in July 2018. 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 Cofinimmo group subsidiaries. She holds a dual Master’s degree in Real Estate (Antwerp Management School 2012 and KUL 2009), she completed the General Management Programme at the Harvard Business School in 2021 and completed post-graduate training in energy engineering (University of Ghent) and financial analysis. Before joining Cofinimmo, she worked for Robelco from 2001 to 2008 and for Uniway prior to 2001.# COFINIMMO UNIVERSAL REGISTRATION DOCUMENT 2022
I Evaluation of the board of directors and committees
Under the leadership of its chairman and in accordance with the 2020 Code and its rules of procedure, the board of directors conducts regular evaluations of the board and its committees’ size, composition and performance as well as its interaction with the executive committee. In-depth evaluation of the board takes place on a two to three year cycle to allow for effective implementation of the conclusions and decisions taken. Alternating between an in-depth external evaluation conducted 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.
Evaluation of the board and committees has four objectives:
- to appraise the functioning of the board of directors or committee concerned;
- to verify that important matters are being adequately prepared and discussed;
- to evaluate the contribution of each director by their presence at the board of directors and committee meetings, and their constructive engagement in discussions and in the decision-making process;
- to validate the current composition of the board of directors or the committees.
In addition, every five years, the board of directors assesses whether the current one-tier governance structure remains appropriate. In 2022, the board of directors carried out an in-depth assessment with the help of an external consultant. Various fields were reviewed and each of them was the subject of findings and recommendations for improvement, which were the subject of an action plan to be implemented and monitored by the various bodies concerned. The board of directors, under the supervision of the chairman, has also carried out in-depth work with each of the directors to define the desired evolution of its composition.
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 evaluate their interactions with the latter. Similarly, at the end of each term of office, the board evaluates the director with the NRC’s contribution and guidance, and with the assistance of an external consultant. At this time, the NRC also reviews the board members’ skills/experience grid and ensures that the board’s composition remains 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 executive committee evaluation. The NRC then makes recommendations regarding the renewal of terms of office that are about to expire. These recommendations are submitted to the board of directors, who then decides to present them to the general meeting for approval.
In 2022, the board of directors launched the internal evaluation of the two executive directors whose renewal was to be proposed to the general meeting of 11.05.2022, namely, Mr Jean-Pierre Hanin and Mr Jean Kotarakos. This evaluation covered participation in board meetings or board committees, commitment and constructive engagement in the discussions and decision-making process.
Management
The executive committee is assisted by a team of heads of department and other managers. Each person reports directly to one head of department or a member of the executive committee and assumes specific managerial responsibility.
X Nursing and care home - Turku (FI)
I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
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 on integrity 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 must immediately inform the chairman of the board of directors or the chairman of the executive committee of any 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 rewards, etc. In addition, they agree not to use business opportunities intended for the company for personal gain. Rules regarding the prevention of conflicts of interest are described more extensively in the corporate governance charter.
During the 2022 financial year, one decision resulted in the application of article 7:96 of the CCA. In the session of 24.02.2022, the board of directors deliberated on the following topics relating to the members of the executive committee: achievement of the 2021 objectives, the variable remuneration for 2021, the fixed remuneration for 2022, the renewal of the term of office of two executive directors.
Extract of the minutes of the board of directors meeting of 24.02.2022
‘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.
Achievement of the 2021 objectives
The chairman reports to the board members on the NRC deliberations of 23.02.2022. 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 144.72 % adjusted to 150 % for the CEO and to 136.72 % for the other members of the executive committee, and the KPIs relating to the LTI at 140.54 % adjusted to 150 % for the CEO and to 103.04 % for the other members of the executive committee.
X Nursing and care home - Heerlen (NL)
| CEO | Other Members of Executive Committee | |
|---|---|---|
| STI KPIs Achievement Percentage | 150% | 136.72% |
| LTI KPIs Achievement Percentage | 150% | 103.04% |
| Percentage of variable STI remuneration applied to annual fixed remuneration | 60% (40% * 150%) | 54.69% (40% * 136.72%) |
| Percentage of variable LTI remuneration applied to annual fixed remuneration | 60% (40% * 150%) | 41.22% (40% * 103.04%) |
The 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.
Review of the fixed remuneration of the executive committee
On recommendation of the NRC, the board decides to increase the annual fixed remunerations as follows:
- Mr Jean-Pierre Hanin: + 60,000 EUR (i.e. 600,000 EUR);
- Mr Jean Kotarakos: + 35,000 EUR (i.e. 360,000 EUR);
- Mrs Françoise Roels: + 30,000 EUR (i.e. 330,000 EUR);
- Mrs Yeliz Bicici: + 30,000 EUR (i.e. 320,000 EUR);
- Mr Sébastien Berden: + 30,000 EUR (i.e. 320,000 EUR).
This increase is applicable as of 01.01.2022.
Renewal of the term of office of two executive directors
On the recommendation of the NRC, the board of directors decides to propose the renewal of the term of office of Mr Jean-Pierre Hanin and Mr Jean Kotarakos as executive directors for a term of 4 years. Subject to the approval by the general meeting of 11 May 2022, their terms of office will expire at the end of the general meeting of 2026.
Code of good conduct
The Code of good conduct is an integral part of the company’s corporate culture, which demands exemplary conduct from members of the corporate bodies and staff. It emphasises honesty, integrity and high ethical standards in the conduct of the company’s business. The code explicitly provides for rules on conflicts of interest, professional secrecy, transactions in financial instruments, competition, the fight against fraud and money laundering, and business gifts.
Whistleblowing policy
Cofinimmo has a whistleblowing procedure in place where an employee, and more generally, any person working on behalf of the company, has a concern about an irregularity that affects or could potentially affect parties including clients, suppliers, other members of the company, the company itself (e.g. its assets, income, or reputation), its subsidiaries, or the public interest. This whistleblowing policy complies with the European Parliament and Council’s directive (EU) 2019/1937 of 23.10.2019 on the protection of persons who report violations of Union law and with the law of 28.11.2022 on the protection of persons who report violations of Union law or with national law within a private sector legal entity.
Preventive rules on market abuse
In line with the company’s principles and values, a prevention code on market abuse containing the rules to be followed by directors and designated persons wishing to trade the financial instruments issued, is implemented. This code contains restrictions relating to transactions involving Cofinimmo shares, and prohibits the purchase and sale of Cofinimmo shares during the period 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 contained in this code are aligned with the European Parliament and Council’s regulation (EU) No. 596/2014 of 16.04.2014 on market abuse, the fair presentation of investment recommendations and conflicts of interest reporting.# CORPORATE GOVERNANCE STATEMENT
RULES AND PROCEDURES
Risk prevention against corruption and money laundering
Cofinimmo has adopted an anti-corruption, fraud and money laundering policy and a code of conduct for suppliers, which makes the establishment of a business relationship subject to a prior assessment of the risks of money laundering and terrorist financing, depending on the profile of the counterparty or the transaction in question.
Personal data protection
The General Data Protection Regulation (GDPR) protects the fundamental right of individuals to the protection of their personal data. In this context, Cofinimmo has adopted a confidentiality policy for its activities. Specific data protection agreements are concluded with suppliers, subcontractors and other business partners.
Cybersecurity
Cybersecurity issues are one of the board’s main concerns, 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 is keen to ensure that this aspect is given particular attention. Training and regular exercises are in place and ongoing for members of the company.
Judicial and arbitration procedures
The executive committee declared that there are no government interventions, legal proceedings or arbitration procedures that could have or have recently had a significant impact on the company’s financial position or profitability. Similarly, the executive committee has no knowledge of any situation or fact that could cause such governmental interventions, litigation or arbitration.
215 I CORPORATE GOVERNANCE STATEMENT I RULES AND PROCEDURES I
Compliance officer and risk management
Mrs Françoise Roels, Chief corporate affairs and secretary general, is the compliance officer. Her duties include ensuring compliance with the code of conduct and, more broadly, all prevailing laws and regulations. She is also the company’s risk manager within the executive committee and is responsible for identifying and managing events that could potentially affect the organisation.
Internal audit
Mr Christophe Pleeck is responsible for the internal audit function. His duties include examining and assessing the smooth functioning, effectiveness, and relevance of the internal control system.
Research and development
Other than the innovation involved in construction and major renovation projects, as noted in the chapter ‘Transactions and achievements in 2022’, no research and development activities were carried out during the 2022 financial year.
Power of representation
Article 17 of the articles of association stipulates that, except as specifically 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, in the day-to-day management, by two delegates to such management acting jointly. The company is also validly represented by special representatives within the limits of the mandates conferred to them for this purpose by the board of directors or the executive committee. For the day-to-day management, at least two representatives must act jointly. Thus, the following persons may, by dual signature, represent and validly commit the company for all acts and all obligations with third parties or authorities, public or private :
* 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 on 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 366-375 of this document. The company’s articles of association were updated on 09.05.2022, 07.06.2022, 15.12.2022 and 22.12.2022.
X Office building
The Gradient - Brussels decentralised (BE)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 216
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 1,761,871,620.76 EUR and is represented by 32,877,729 fully paid-up shares, each representing an equal share.
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 the company’s shares. These shares are held for at least one year after the non-executive director leaves the board, and for at least three years after allocation. Members of the executive committee must use their entire net long-term variable remuneration to acquire company’s shares, and hold them for at least 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 specified 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, treasury share voting rights for the company and its subsidiary are suspended. As at 31.12.2022, the company held 31,575 treasury shares.
Agreements between shareholders, known by the company, which could limit the transfer of shares and/or voting rights
To the company’s knowledge, there are no agreements between shareholders that could limit the transfer of shares and/or the exercise of voting rights.
Rules for the nomination and replacement of members of the board of directors and for any modification in the articles of association
In accordance with article 10 of the articles of association, the members of the board of directors are appointed for four years by the general meeting and are always revocable by it. Directors’ term are renewable. The term of office of any director who is not renewed ends immediately after the general meeting which decides on the non-renewal. 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 issuers’ obligations pertaining to 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.
217 I CORPORATE GOVERNANCE STATEMENT I INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007 I
Powers of the board of directors regarding the issuance or repurchase of shares
On 07.06.2021, the extraordinary general meeting granted authority to the board of directors for a period of five years from the date of publication of the minutes of this meeting in the appendices to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad). The board of directors is therefore authorised to increase the capital on one or more occasions by a maximum amount of :
1. 804,800,000.00 EUR (i.e. 50 % of the amount of the capital as 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 ;
2. 321,900,000 EUR (i.e. 20 % of the amount of the capital as of the extraordinary general meeting of 07.06.2021) for capital increases in the context of the distribution of an optional dividend ;
3. 160,900,000 EUR (i.e. 10 % of the amount of the capital as of the extraordinary general meeting of 07.06.2021) for :
a) capital increases through contributions in kind,
b) capital increases through contributions in cash with - out granting the possibility for the company’s shareholders to exercise their preferential right or irreducible allocation right, or
c) any other form of capital increase,
given that the capital, within the limits of this authorisation, may under no circumstances be increased by more than 1,287,600,000 EUR, which represents the cumulative amount of the various authorisations with regard to authorised capital.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 218
Remuneration report
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 2022 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. It was amended by the ordinary general meeting of 11.05.2022 relating to the remuneration of non-executive directors. 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 and 11.05.2022.
The ordinary general meeting of 11.05.2022 approved the modification of the remuneration policy concerning the amounts of remuneration for non-executive directors, with effect as from 01.01.2022. As it happens, the amount of their remuneration had 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 remained unchanged, i.e. a fixed annual remuneration and attendance fees for board and committee meetings attended as a member or chairman. Only the amounts of this remuneration have been adapted 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).
In addition, the remuneration of the chairman of the board was 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 100,000 EUR per annum for all his responsibilities at both the board and the committees levels.
For the 2023 financial year, to address the financial consequences of inflation, the board of directors decided to increase the fixed annual remuneration of the members of the executive committee by 5 %, as per their management agreement, by a gross amount of 30,000 EUR for the CEO, 18,000 EUR for the CFO, 16,500 EUR for the CCA & SG, and 16.000 EUR for each COO. This salary increase is less than half the indexation of employees (employees’ salaries were indexed by 11.08 % on 01.01.2023 in accordance with the applicable collective agreement).
The board of directors reviewed the nature, structure and level of the long-term variable remuneration plan to ensure that the components of the plan are still aligned with the shareholders’ interests and in line with market practices while being motivating for the members of the executive committee. Given that the company is still in the process of strategic transformation, the board of directors believes that it is not appropriate at this stage to modify the long-term remuneration plan.
1. Total remuneration
1.1. Remuneration of non-executive directors
The non-executive directors were remunerated in accordance with the remuneration policy adopted by the ordinary general meeting of 13.05.2020 and amended by the ordinary general meeting of 11.05.2022. No salary increase is proposed for 2023.
219 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
Presence of non-executive directors in 2022
| 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 | 8/8 | 4/4 | 6/6 |
| Inès Archer-Toper – Non-executive director - Member of the audit committee | 7/8 | 6/6 | |
| Olivier Chapelle – Non-executive director - Member of the NRC | 6/8 | 4/4 | |
| Anneleen Desmyter – Non-executive director - Begin term of office 08.06.2022 | 3/3 | ||
| Xavier de Walque – Non-executive director - Member of the audit committee | 8/8 | 6/6 | |
| Maurice Gauchot – Non-executive director - Member of the NRC | 8/8 | 4/4 | |
| Benoit Graulich – Non-executive director - Chairman of the audit committee | 8/8 | 6/6 | |
| Diana Monissen – Non-executive director - Member of the NRC | 8/8 | 4/4 | |
| Kathleen van den Eynde – Non-executive director | 8/8 | ||
| Michael Zahn – Non-executive director – Start of term of office 11.05.2022 | 4/4 |
The attendance of executive committee members can be found on the following page.
Number of shares held
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 annual remuneration after deduction of the withholding tax. In order to comply with this requirement and in accordance with the remuneration policy, some directors acquired the necessary number of shares to cover the remaining period of their mandate.
| Name, Position | Number of shares |
|---|---|
| Jacques van Rijckevorsel – Non-executive director - Chairman of the board of directors and the NRC | 1,073 |
| Inès Archer-Toper – Non-executive director - Member of the audit committee | 448 |
| Olivier Chapelle – Non-executive director - Member of the NRC | 1,078 |
| Anneleen Desmyter – Non-executive director | 40 |
| Xavier de Walque – Non-executive director - Member of the audit committee | 753 |
| Maurice Gauchot – Non-executive director - Member of the NRC | 426 |
| Benoit Graulich – Non-executive director - Chairman of the audit committee | 978 |
| Diana Monissen – Non-executive director - Member of the NRC | 275 |
| Kathleen van den Eynde – Non-executive director | 0* |
| Michael Zahn – Non-executive director | 600 |
- In accordance with the remuneration policy, directors representing an institutional shareholder are not subject to the rule of the obligation to reinvest in Cofinimmo shares insofar as they cede their remuneration back to the shareholder they represent.
As of this document’s cut-off date, the board of directors has made use of this authorisation, in the context of :
- the capital increase by contribution in kind of the shares of the company WZC Orroir for a total amount of 2,139,953.75 EUR (with a gross share premium of 2,384,455.15 EUR). The final completion of this capital increase was acted on 09.05.2022 ;
- the capital increase by contribution in kind of the optional dividend for a total amount of 27,658,954.46 EUR (with a gross share premium of 28,702,987.54 EUR). The final completion of this capital increase was acted on 07.06.2022 ;
- the capital increase by contribution in kind of the shares of the company WZC VILLA BATAVIA BV for a total amount of 11,882,362.08 EUR (with a gross share premium of 7,049,201.46 EUR). The final completion of this capital increase was acted on 15.12.2022, and
- the capital increase by contribution in kind of a building for a total amount of 21,673,750.38 EUR (with a gross share premium of 12,417,087.25 EUR). The final completion of this capital increase was acted on 22.12.2022.
For a period of five years from the publication of the minutes of the extraordinary general meeting of 15.01.2020, the board of directors is specifically authorised to acquire, pledge, and alienate (even off-market) the company’s treasury shares its own account, at a unit price which cannot be less than 85 % of the closing market price on the day preceding the transaction date (acquisition, sale, and pledge) or more than 115 % on the closing market price of the day preceding the date of the transaction (acquisition, pledge), without Cofinimmo being able to hold more than 10 % of the total number of shares issued. On 31.12.2022, and on this document’s cut-off date, Cofinimmo held 31,575 treasury shares.
Important agreements under 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. A historical record of the important agreements under which the issuer is a stakeholder and which take effect, are modified, or terminated in the event of a change of control following a take-over bid prior to 2022 is available in the annual financial reports of 2021 and prior 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 agreement for the issuance of a benchmark sustainable bond dated 24.01.2022 contains a change of control clause, which was approved by the ordinary general meeting of 11.05.2022. The agreement for a new syndicated loan dated 19.05.2022 contains a change of control clause, which will be submitted for approval to the general meeting of 10.05.2023.
Agreements between the issuer and the members of the board of directors which provide for indemnities if directors resign or leave office without good reason or if the employment of staff terminates due to a takeover bid
The contractual terms applicable to directors who are members of the executive committee are described in the latest 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 11.05.2022.# 2022 total remuneration
| Name, Position | Fixed remuneration of a director (gross, in EUR) |
|---|---|
| Jacques van Rijckevorsel – Non-executive director - Chairman of the board of directors and the NRC | 116,500 |
| Inès Archer-Toper – Non-executive director - Member of the audit committee | 64,750 |
| Olivier Chapelle – Non-executive director - Member of the NRC | 55,250 |
| Anneleen Desmyter – Non-executive director | 25,000 |
| Xavier de Walque – Non-executive director - Member of the audit committee | 62,250 |
| Maurice Gauchot* – Non-executive director - Member of the NRC | 65,250 |
| Benoit Graulich – Non-executive director - Chairman of the audit committee | 68,500 |
| Diana Monissen – Non-executive director - Member of the NRC | 66,250 |
| Kathleen van den Eynde – Non-executive director | 50,000 |
| Michael Zahn – Non-executive director – Start of term of office 11.05.2022 | 33,000 |
- Maurice Gauchot has been receiving attendance fees since 2022 in the context of his mandates as independent director in the PUBSTONE GROUP and PUBSTONE subsidiaries, regulated institutional real estate companies of the Cofinimmo group. The amount of the attendance fees for 2022 is 1,000 EUR per meeting of the board of directors, i.e. 2,000 EUR for the 2 meetings of the PUBSTONE GROUP board of directors and 3,000 EUR for the 3 meetings of the PUBSTONE board of directors.
** Michael Zahn has concluded a consultancy contract with Cofinimmo Dienstleistungs-GmbH, a subsidiary of the Cofinimmo group, in the context of the development and implementation of the development strategy of Cofinimmo’s activities in the field of healthcare real estate in Germany. Under this contract, Michael Zahn received 38,333 EUR excluding VAT. This amount is not such as to call into question his status as an independent director in accordance with article 7:87 §1 of the CCA and the 2020 Code.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 220
1.2. Remuneration of executive committee members
Executive committee members were remunerated in accordance with the remuneration policy adopted by the ordinary general meeting of 13.05.2020.
Presence of executive committee members in 2022
| Name, Position | Board of directors | Nomination, remuneration and corporate governance committee | Audit committee |
|---|---|---|---|
| Jean-Pierre Hanin Administrateur délégué - Chief Executive Officer | 8/8 | 4/4* | 6/6* |
| Françoise Roels Administrateur directeur - Chief Corporate Affairs & Secretary General | 8/8 | 4/4* | 6/6* |
| Jean Kotarakos Administrateur directeur - Chief Financial Officer | 8/8 | 6/6* | |
| Sébastien Berden Chief Operating Officer Healthcare | 8/8* | ||
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 8/8* |
- Executive committee members attend the meetings as guests.
X Nursing and care home - Leipzig (DE)
221 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I 2022
Performance
Short-term variable remuneration
The amount of the short-term variable remuneration is determined on the basis of the actual achievement of short-term quantitative and qualitative objectives, which are set annually by the board of directors on the proposal of the NRC. Following the audit committee’s review of the data on which the KPIs are based, the NRC assessed the achievement of the executive committee members’ objectives. For the 2022 financial year, the board of directors set these performance criteria on 24.02.2022 and decided on 15.03.2023 that the variable remuneration due to the executive committee members based on the fulfilment of these criteria would be 97.90 %, for the CEO and between 87.90 % and 91.90 % for the other members of the executive committee. The percentage of the variable STI remuneration applied to the fixed annual contractual remuneration is therefore 39.16 % for the CEO and between 35.16 % and 36.76 % for the other members of the executive committee.
| Performance criteria | Relative weighting | Objective | 2022 result | Achievement |
|---|---|---|---|---|
| SHORT-TERM INCENTIVE PLAN | ||||
| Net result from core activities per share | 25 % | 6.90 EUR | 6.95 EUR | 25.18 % |
| Operating margin | 10 % | 80.90 % | 81.00 % | 10.01 % |
| Strategic growth | 25 % | Investments 600 million EUR Divestments 140 million EUR | Investments 562 million EUR Divestments 144 million EUR | 22.72 % |
| Occupancy rate of the portfolio | 10 % | 98.80 % | 98.70 % | 9.99 % |
| Special projects | 10 % | 100 % | 0.00 % | 0.00 % |
| Personal objectives | ||||
| Jean-Pierre Hanin | 20 % | Decisive involvement in various acquisitions and divestments, and leadership in the operational management of the company | Over-performance 30.00 % | |
| Jean Kotarakos | 20 % | Sustainable financing and optimal market conditions | On target 20.00 % | |
| Françoise Roels | 20 % | First ESG policy batch | On target 20.00 % | |
| Sébastien Berden | 20 % | Operator and asset data management | Over-performance 24.00 % | |
| Yeliz Bicici | 20 % | Divestments Distribution Network Cofinimur I - part II | Over-performance 24.00 % |
2022 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 Hanin Administrateur délégué - Chief Executive Officer | 600,000 EUR | 25,492 EUR | 234,960 EUR | 270,420 EUR | 100,000 EUR | 1,230,872 EUR |
| Jean Kotarakos Administrateur directeur - Chief Financial Officer | 360,000 EUR | 23,776 EUR | 126,576 EUR | 144,252 EUR | 62,000 EUR | 716,604 EUR |
| Françoise Roels Administrateur directeur - Chief Corporate Affairs & Secretary General | 330,000 EUR | 20,461 EUR | 116,028 EUR | 132,231 EUR | 62,000 EUR | 660,720 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 320,000 EUR | 22,003 EUR | 117,632 EUR | 131,424 EUR | 62,000 EUR | 653,059 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 320,000 EUR | 24,584 EUR | 117,632 EUR | 131,424 EUR | 62,000 EUR | 655,640 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 222
2022 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 Hanin Administrateur délégué - Chief Executive Officer | 600,000 EUR | 25,492 EUR | 234,960 EUR | 270,420 EUR | 100,000 EUR | 1,230,872 EUR |
| Jean Kotarakos Administrateur directeur - Chief Financial Officer | 360,000 EUR | 23,776 EUR | 126,576 EUR | 144,252 EUR | 62,000 EUR | 716,604 EUR |
| Françoise Roels Administrateur directeur - Chief Corporate Affairs & Secretary General | 330,000 EUR | 20,461 EUR | 116,028 EUR | 132,231 EUR | 62,000 EUR | 660,720 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 320,000 EUR | 22,003 EUR | 117,632 EUR | 131,424 EUR | 62,000 EUR | 653,059 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 320,000 EUR | 24,584 EUR | 117,632 EUR | 131,424 EUR | 62,000 EUR | 655,640 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.
Long-term variable remuneration
The amount of the long-term variable remuneration is determined based on the actual achievement of quantitative performance criteria over a multi-year period as well as ESG and personal performance criteria supporting this multi-year period, these are set annually by the board of directors upon proposal of the NRC. For the 2022 financial year, the board of directors set these performance criteria on 24.02.2022 and decided on 15.03.2023 that the variable remuneration due to the executive committee members based on the fulfilment of these criteria would be 112.68 %, for the CEO and between 100.18 % and 102.68 % for the other members of the executive committee. The percentage of the variable LTI remuneration applied to the fixed annual contractual remuneration is therefore 45.07 % for the CEO and between 40.07 % and 41.07 % for the other members of the executive committee.
| Performance criteria | Relative weighting | Objective | 2022 result | Achievement |
|---|---|---|---|---|
| LONG-TERM INCENTIVE PLAN | ||||
| Net result from core activities per share | 25 % | 6.90 EUR | 6.95 EUR | 25.18 % |
| Dividend | 25 % | 6.20 EUR | 6.20 EUR | 25.00 % |
| Implementation of ESG strategy | 25 % | Adjusted linear approach 164 kWh/m² | 158 kWh/m² | 25.00 % |
| Personal objectives | ||||
| Jean-Pierre Hanin | 25 % | Strategic restructuring | Over-performance 37.50 % | |
| Jean Kotarakos | 25 % | Benchmark sustainable bond | On target 25.00 % | |
| Françoise Roels | 25 % | Socimi restructuring | On target 25.00 % | |
| Sébastien Berden | 25 % | Contributions in kind in health care real estate | Over-performance 27.50 % | |
| Yeliz Bicici | 25 % | Divestments in the office segment | Over-performance 27.50 % |
The allocated target bonus percentages were determined based on the level of net result from core activities and the dividend analysed in the context of a long-term strategy showing a development of these parameters in line with the budget, as stated below :
| Company | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| EPS | 6.55 EUR | 6.81 EUR | 6.85 EUR | 7.15 EUR | 6.95 EUR |
| Dividend | 5.50 EUR | 5.60 EUR | 5.80 EUR | 6.00 EUR | 6.20 EUR |
Regarding the implementation of the ESG strategy, and as announced in the 2021 remuneration report, the aim is to reduce# CORPORATE GOVERNANCE STATEMENT
REMUNERATION REPORT
the energy intensity of the healthcare and office property portfolio to 130 kWh/m² through the 30³ Project. A linear approach to 30³ Project would imply a reduction to 160 kWh/m² and 155 kWh/m² respectively by 2023-2024. The portfolio rotation, both in terms of acquisitions and disposals, the maintenance and renovation programme and the development projects does not guarantee a perfect alignment with a linear approach. For this reason, an adjusted approach is taken in a so-called ‘corrective’ capex plan to assess the achievement of the ESG strategy implementation target and, more specifically, of the 30³ Project for the year in question. The level for 2022 has therefore been set at 164 kWh/m². The result for 2022 being 158 kWh/m², the target has been met. The allocation of the variable remuneration will comply with the requirements of article 7:91 of the CCA.
2023 objectives
During its session of 15.03.2023, the board of directors analysed the overall 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 2023 variable compensation would be as follows:
Short-term variable remuneration
| Performance criteria | Relative weighting | Objective |
|---|---|---|
| Net result from core activities per share | 25 % | 6.95 EUR |
| Operating margin | 15 % | 81.90 % |
| Investments | 10 % | 300 million EUR |
| Divestments | 20 % | 300 million EUR |
| Occupancy rate | 10 % | 98.50 % |
| Personal objectives | 20 % |
Long-term variable remuneration
The board of directors deemed it appropriate to extend the ESG criteria to Social and Governance aspects.
| Performance criteria | Relative weighting | Objective |
|---|---|---|
| Net result from core activities per share | 25 % | 6.95 EUR |
| Dividend | 25 % | 6.20 EUR |
| ESG - Reduce the energy intensity of healthcare real estate and office buildings by 30 % by 2030 compared to the reference year 2017 | 5 % | 160 kWh/m² |
| ESG - EPC/PEB certification | 4 % | 75 % of certified building areas |
| S - Establish a proactive dialogue with tenants through site visits | 4 % | 85 % of the visited building areas |
| S - Implement a learning development policy through staff training and information | 4 % | 32 hours of training per employee |
| G - Develop a financial strategy consistent with ESG objectives | 4 % | 1.6 billion EUR of sustainable financing (excluding commercial paper programme) |
| G - Mobilise employees | 4 % | Compliance monitoring structure for external and internal policies |
| Personal objectives | 25 % |
Number of shares held
The number of shares held by executive committee members takes into account the 2020 Code requirements 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 |
|---|---|---|
| Jean-Pierre Hanin | Managing director - Chief Executive Officer | 5,800 |
| Jean Kotarakos | Executive director - Chief Financial Officer | 2,274 |
| Françoise Roels | Executive director - Chief Corporate Affairs & Secretary General | 4,783 |
| Sébastien Berden | Chief Operating Officer Healthcare | 1,551 |
| Yeliz Bicici | Chief Operating Officer Offices & Real Estate Development | 1,613 |
For information purposes, the ratio between the CEO’s total remuneration in 2022 and the lowest remuneration among employees, expressed on a full-time equivalent basis, is 14. Similarly, the ratio between the 2022 total annual remuneration and the median total annual compensation of all employees (excluding the CEO) is 8.6. Finally, the median increase percentage of the total annual remuneration for all employees (excluding the CEO) is 5.83 %. These data were calculated taking into account the gross monthly salaries of employees on a full-time equivalent basis.
225 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
2. Severance payments
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 2022 financial year.
3. Use of the rights of restitution
In accordance with the remuneration policy, contracts in place with executive committee members 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 2022 financial year, these restitution rights were not exercised.
4. Deviations from the remuneration policy
In the 2022 financial year, there were no deviations from the remuneration policy as approved by the ordinary general meeting of 13.05.2020 and amended by the ordinary general meeting of 11.05.2022.
5. Shareholders’ vote
On 11.05.2022, the ordinary general meeting approved, by separate vote, the compensation report presented for the financial year ending on 31.12.2021 with the following proportions of votes: 14,737,628 ‘in favour’, i.e. 91.15 % of votes cast, 1,430,768 ‘against’, i.e. 8.85 % of votes cast and 761,257 ‘abstentions’.
It is recalled that the ordinary general meeting of Cofinimmo of 13.05.2020 approved the remuneration policy with the following proportions of votes: 9,195,749 votes ‘in favour’, i.e. 88.11 % of the votes cast, 977,064 votes ‘against’, i.e. 9.36 % of the votes cast, and 264,363 ‘abstentions’. Similarly, its amendment by the ordinary general meeting of 11.05.2022 was adopted with a large majority of votes ‘in favour’, 16,497,810, i.e. 97.46 %, 430,273 votes ‘against’, i.e. 2.54 % of votes cast, and 1,570 ‘abstentions’.
6. 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 exercise carried out with the help of consultants specialising in Compensations & Benefits (see 2018 Remuneration report), adapted the CEO remuneration package.
Other executive committee members
The total remuneration of other executive committee members (formerly management committee) remained stable from 2015 to 2018. In 2018, the executive committee composition has been reshuffled to take into account the end of the CFO and COO functions. It is specified that severance payments to the former CFO and COO have not been taken into account when calculating the annual change in total remuneration of the other executive committee members. This total remuneration saw a positive change of 45.9 % in 2019 as a result of the new CFO and two new COOs arriving. Please bear in mind that the position of COO was previously held by a single person. As of 2018, 4 persons will serve as executive committee members, instead of the previous 3. Together with the CEO, this brings the total number of executive committee members 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 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 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. For non-executive directors, the increase of 29.5 % in 2022 compared to 2021 takes into account, on the one hand, the higher number of non-executive directors (9 in 2021, 10 in 2022) and, on the other hand, the change in the remuneration policy for non-executive directors made by the ordinary general meeting of 11.05.2022.
Average remuneration of employees on a full-time equivalent basis
The group’s employees include 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 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 average compensation of employees can be explained by the fact that employees who have left their jobs represent a lower wage expense than those who started their job the following year.
225 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
Stock option remuneration exercised in 2022
| 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 acquisition date | |||||
| c) Value at exercise price | |||||
| d) Capital gain at acquisition date | |||||
| 10. |
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 regards to the rights already granted to Mrs Françoise Roels as executive committee member, 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 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 granting and can therefore only be exercised after the end of the calendar year following the year of 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 granting (i.e., three years) in accordance with the progressive acquisition method at the rate of vesting.
Stock option remuneration exercised in 2022
| Name, Position | Main provisions of the stock appreciation rights plan | Main provisions of the stock option plan |
|---|---# Number of options offered but not yet exercised
| Name | Role | Type of Option | Grant Date | Vesting Start Date | Vesting End Date | Expiration Date | Exercise Price (EUR) | Options Granted | Options Exercised | Options Outstanding |
|---|---|---|---|---|---|---|---|---|---|---|
| Françoise Roels | Executive director - Chief Corporate Affairs & Secretary General | SAR | 30.06.2017 | 01.07.2020 | - | 01.07.2030 | 108.02 | 1,600 | - | 1,600 |
| Françoise Roels | Executive director - Chief Corporate Affairs & Secretary General | SAR | 30.06.2018 | 01.07.2021 | - | 16.06.2031 | 106.52 | 1,600 | - | 1,600 |
| Total | 3,200 | - | 3,200 | |||||||
| Sébastien Berden | Chief Operating Officer Healthcare | SAR | 30.06.2017 | 01.07.2020 | - | 01.07.2030 | 108.02 | 250 | - | 250 |
| Total | 250 | - | 250 | |||||||
| Yeliz Bicici | Chief Operating Officer Offices & Real Estate Development | SAR | 30.06.2017 | 01.07.2020 | - | 01.07.2030 | 108.02 | 250 | - | 250 |
| Total | 250 | - | 250 |
X Care campus De Hillegersberg - Rotterdam (NL)
I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
Other parties involved
Certification of accounts
As for any limited liability company, an external auditor appointed by the general meeting must certify the annual accounts and review the half-yearly accounts. Since the company is a RREC, the external auditor must also prepare special reports at the request of the FSMA. Cofinimmo’s auditor is SC SCRL Deloitte, Réviseurs d’Entre - prises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, an FSMA-certified auditor registered with the Institut des Réviseurs d’entreprises/Instituut voor Bedrijfsrevisoren under number A01529 with registered office at 1930 Zaventem, Luchthaven Nationaal 1 J. The ordinary general meeting of 13.05.2020 renewed the mandate of SC SCRL Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck up to the end of the ordinary general meeting to be held in 2023.
The auditor Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, received fixed remuneration of 173,825 EUR (excluding VAT) for reviewing and certifying Cofinimmo’s statutory and consolidated accounts. Its fees for reviewing the statutory accounts of Cofinimmo subsidiaries amounted to 407,545 EUR (excluding VAT), including the compensation for reviewing the accounts of the group’s foreign subsidiaries. The fees paid to the Deloitte group for legal and other assistance totalled 169,020 EUR (excluding VAT) for the financial year. The fees cap of 70 % of audit fees applied to other services provided by the auditor Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, is respected.
The mandate as statutory auditor of SC SCRL Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Mr Rik Necke- broeck, expires at the end of the ordinary general meeting of 10.05.2023 and cannot be renewed. As a matter of fact, Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16.02.2014 on specific requirements for the statutory audit of public interest entities has introduced an external rotation requirement for statutory auditors of public interest entities. In accordance with this regulation, the company will propose the appointment of KPMG Réviseurs d’Entreprises/Bedrijfsrevisoren SRL, represented by Jean-François Kupper, certified auditor by the FSMA and registered with the Institut des Réviseurs d’Entre- prises/Instituut voor Bedrijfsrevisoren under number A0253, as statutory auditor of the company at the ordinary general meeting of 10.05.2023 for a period of 3 years, expiring at the ordinary gen- eral meeting of 2026. On 17.01.2023, the FSMA decided, subject to the decisions to be taken at the general meeting of 10.05.2023, to approve this appointment, which did not give rise to any objections with regard to article 58 of the law of 12.05.2014 on regulated real estate companies.
Real estate expertise
The independent real estate valuers designated by the group to certify the overall value of its property portfolio are:
- Catella: in France, Catella Valuation Advisors SAS (RSC Paris B 435 339 098)
- CBRE: in Finland, CBRE Finland Oy (Register 21970698)
- Colliers: in Italy, Colliers Real Estate Services Srl (VAT 06180000967)
- Cushman & Wakefield:
- in Germany, Cushman & Wakefield (U.K.) LLP - German Branch (Register OC 328588)
- in Belgium, Cushman & Wakefield Belgium SA/NV (RPM Brussels 0422 118 165)
- in France, Cushman & Wakefield Valuation France SA (RCS Nanterre 332 111 574)
- in the Netherlands, Cushman & Wakefield Netherlands BV (KvK 33260655)
- in Spain, Cushman & Wakefield RE Consultants Spain SLU (CIF B16690075)
- in Ireland, Cushman & Wakefield Commercial Ireland Limited (Register 443760)
- PricewaterhouseCoopers:
- in Belgium, PricewaterhouseCoopers Enterprise Advisory SCRL/ CVBA (RPM Brussels 0415 622 333)
- in the Netherlands, PricewaterhouseCoopers Belasting- adviseurs NV (KvK 34180284)
- in Germany, PricewaterhouseCoopers GmbH Wirthschaftsprün- fungsgesellschaft (HRB 107858)
- Jones Lang Lasalle:
- in Belgium, Jones Lang LaSalle SRL/BVBA (RPM Brussels 0403 376 874)
- in Spain, Jones Lang LaSalle España (CIF A-78492303)
- in France, Jones Lang LaSalle Expertises SAS (RCS Paris 444 628 150)
- in the United Kindom, Jones Lang Lasalle Limited (Register in England & Wales 1188567)
- Stadim: in Belgium, Stadim SCRL/CBVA (RPM Bruxelles 0458 797 033)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 230
Real estate valuers’ mandates at 31.12.2022
| Segment | Number of assets under mandate¹ | Location | People physical | Start of mandate | End of mandate |
|---|---|---|---|---|---|
| CBRE | |||||
| Healthcare real estate | 16 | Finland | Olli Kantanen | 01.10.2020 | 30.09.2023 |
| COLLIERS | |||||
| Healthcare real estate | 8 | Italy | Giuseppe Bonomi | 31.03.2022 | 31.03.2024 |
| CUSHMAN & WAKEFIELD | |||||
| Offices | 23 | Belgium | Gregory Lamarche | 30.06.2021 | 31.12.2022 |
| Healthcare real estate | 12 | Germany | Martin Belik | 01.10.2020 | 30.09.2023 |
| Healthcare real estate | 63 | Belgium | Gregory Lamarche | 30.06.2021 | 31.12.2022 |
| Healthcare real estate | 46 | France | Jean-Philippe Carmarans | 01.01.2020 | 31.12.2022 |
| Healthcare real estate | 27 | Spain | James Bird | 01.07.2022 | 30.06.2025 |
| Healthcare real estate | 7 | Ireland | Patricia Staunton | 30.06.2021 | 31.12.2023 |
| Property of distribution networks – Cofinimur I | 71 | France | Jean-Philippe Carmaran | 01.01.2021 | 31.12.2023 |
| Property of distribution networks – Pubstone | 206 | The Netherlands | Frank Adema | 31.12.2020 | 31.12.2022 |
| Property of distribution networks – Pubstone | 661 | Belgium | Gregory Lamarche | 30.06.2021 | 31.12.2022 |
| PRICEWATERHOUSECOOPERS | |||||
| Offices | 22 | Belgium | Geoffrey Jonckheere | 01.01.2020 | 31.12.2022 |
| Property of distribution networks – Others | 1 | Belgium | Geoffrey Jonckheere | 01.01.2020 | 31.12.2022 |
| Healthcare real estate | 31 | Belgium | Geoffrey Jonckheere | 01.01.2020 | 31.12.2022 |
| Healthcare real estate | 51 | The Netherlands | Koniwin Domen | 01.01.2021 | 31.12.2023 |
| Healthcare real estate | 44 | Germany | Dirk Hennig | 01.01.2021 | 31.12.2023 |
| JONES LANG LASALLE | |||||
| Offices | 12 | Belgium | Greet Hex | 01.01.2020 | 31.12.2022 |
| Property of distribution networks – Other | 1 | Belgium | Greet Hex | 01.01.2020 | 31.12.2022 |
| Healthcare real estate | 11 | Spain | Lourdes Pérez Carrasco | 01.04.2022 | 31.03.2025 |
| Healthcare real estate | 7 | France | Pierre-Jean Poli | 01.01.2020 | 31.12.2022 |
| Healthcare real estate | 3 | United Kingdom | Alan Bennett | 26.07.2021 | 30.06.2024 |
¹ Including investment properties and assets held for sale.
Real estate valuers’ mandates as at 31.12.2022 for associates
| Segment | Number of assets under mandate | Location | People physical | Start of mandate | End of mandate |
|---|---|---|---|---|---|
| CATELLA | |||||
| Healthcare real estate | 6 | France | Jean-François Drouets | 15.12.2020 | 30.09.2023 |
| STADIM | |||||
| Healthcare real estate | 19 | Belgium | Anne-Sophie Peltier | 01.03.2022 | 31.12.2023 |
| CUSHMAN & WAKEFIELD | |||||
| Healthcare real estate | 5 | Germany | Martin Belik | 01.10.2020 | 30.09.2023 |
In accordance with article 47 of the law of 12.05.2014 on RRECs, the independent real estate valuers value all properties in the portfolio of the public RREC and its subsidiaries at the end of each financial year. The valuation determines the value of the properties appearing in the balance sheet. Furthermore, at the end of each of the first three quarters of the year, the valuers update the overall valuation made at the end of the previous financial year, based on market developments and the nature of the properties concerned. Lastly, in accordance with the provisions of article 47 of the law of 12.05.2014 on RRECs, valuers value each property which is to be acquired or disposed of by the RREC (or a company within its scope) prior to the transaction. The transaction must be carried out at the value determined by the valuer when the other party is a company with which the public RREC is related or linked by participating interests or when any of the above-mentioned parties gain an advantage from the transaction.
Valuation of a property consists of defining its value on a specific date, i.e., the price at which the property is likely to be exchanged between purchasers and sellers who are duly informed and wish to carry out such a transaction, without accounting for any special advantage between them. This value is known as the ‘investment value’ when it corresponds to the total price payable by the purchaser, including, where appropriate, the registration fees or VAT (if the acquisition is subject to VAT). Fair value, as defined in IAS/IFRS accounting principles, can be obtained by deducting an appropriate portion of the registration fees and/or VAT, constituting the transaction costs from the investment value. Transactions other than sales may lead to the mobilisation of the portfolio, or a portion thereof, as illustrated by the operations carried out by Cofinimmo since it acquired the status of RREC (formerly Sicafi/Bevak).
Valuation depend on the following criteria:
* location;
* building age and type;
* state of repair and level of comfort;
* architectural appearance;
* gross/net surface area ratio;
* number of parking spaces;
* rental conditions;
* for healthcare real estate, the ratio of rents/operating cash flow before rents.# I CORPORATE GOVERNANCE STATEMENT
OTHER PARTIES INVOLVED
I annual accounts
In 2022, remuneration of the independent real estate valuers for the valuation of the company’s consolidated portfolio as well as the associates, calculated quarterly based on a fixed lump sum plus a fixed fee, was 1,386,964 EUR (excluding VAT), distributed as follows: 694,191 EUR for Cushman & Wakefield, 447,787 EUR for PricewaterhouseCoopers, 117,128 EUR for Jones Lang LaSalle, 40,500 EUR for CBRE, 28,000 EUR for Colliers, 38,987 EUR for Stadim and 20,100 EUR for Catella.
The Gradient office building - Brussels decentralised (BE) | COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2022 | 232
annual accounts
Consolidated accounts
234 Notes to the consolidated accounts
- Note 1. General information
- Note 2. Significant accounting methods
- Note 3. Management of operational risk
- Note 4. Acquisitions of subsidiaries
- Note 5. Segment information
- Note 6. Rental income and rental-related expenses
- Note 7. Net redecoration expenses
- Note 8. Charges and taxes not recovered from the tenant on let properties
- Note 9. Technical costs
- Note 10. Commercial costs
- Note 11. Management costs
- Note 12. Gains or losses on disposals of investment properties and other non-financial assets
- Note 13. Changes in fair value of investment properties
- Note 14. Other result on the portfolio
- Note 15. Financial income
- Note 16. Net interest charges
- Note 17. Other financial charges
- Note 18. Changes in the fair value of financial assets and liabilities
- Note 19. Corporate tax and exit tax
- Note 20. Net result per share - group share
- Note 21. Goodwill
- Note 22. Investment properties
- Note 23. Breakdown of the changes in the fair value of investment properties
- Note 24. Intangible assets and other tangible assets
- Note 25. Financial instruments
- Note 26. Non-current financial assets and finance lease receivables
- Note 27. Assets held for sale
- Note 28. Current trade receivables
- Note 29. Tax receivables and other current assets
- Note 30. Deferred charges and accrued income – assets
- Note 31. Provisions
- Note 32. Deferred taxes
- Note 33. Trade debts and other current debts
- Note 34. Accrued charges and deferred income – liabilities
- Note 35. Non-cash charges and income
- Note 36. Changes in working capital requirements
- Note 37. Evolution of the portfolio per segment during the financial year
- Note 38. Off-balance sheet rights and commitments
- Note 39. Ongoing development projects
- Note 40. Consolidation criteria and scope
- Note 41. Sales options permitted for non-controlling shareholders
- Note 42. Payments based on shares
- Note 43. Average number of people linked by an employment contract or by a permanent service contract
- Note 44. Related-party transactions
- Note 45. Events after closing date
- Note 46. Climate-related aspects
Statutory auditor’s report on the consolidated financial statements
Financial statutory statements
Statutory auditor’s report on the financial statutory statements
Table of contents
| 233 | I ANNUAL ACCOUNTS I Consolidated comprehensive result (income statement) (x 1,000 EUR) | Notes | 2022 | 2021 |
|---|---|---|---|---|
| A. NET RESULT | ||||
| Rental income | 6 | 317,761 | 292,349 | |
| Writeback of lease payments sold and discounted | 6 | 6,124 | 7,262 | |
| Rental-related expenses | 6 | -1,367 | -3 | |
| Net rental income | 5, 6 | 322,518 | 299,607 | |
| Recovery of property charges | 7 | 750 | 411 | |
| Recovery income of charges and taxes normally payable by the tenant on let properties | 8 | 41,781 | 40,788 | |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | 7 | -1,016 | -1,987 | |
| Charges and taxes normally payable by the tenant on let properties | 8 | -46,499 | -44,934 | |
| Property result | 317,534 | 293,885 | ||
| Technical costs | 9 | -6,128 | -6,628 | |
| Commercial costs | 10 | -4,360 | -2,967 | |
| Taxes and charges on unlet properties | -3,966 | -3,188 | ||
| Property management costs | 11 | -32,209 | -27,849 | |
| Property charges | -46,663 | -40,632 | ||
| Property operating result | 270,871 | 253,253 | ||
| Corporate management costs | 11 | -13,804 | -11,935 | |
| Operating result before result on the portfolio | 257,067 | 241,318 | ||
| Gains or losses on disposals of investment properties | 5, 12 | 4,493 | 7,768 | |
| Gains or losses on disposals of other non-financial assets | 5, 12 | 0 | 0 | |
| Changes in fair value of investment properties | 5, 13, 22 | 77,460 | 34,506 | |
| Other result on the portfolio | 5, 14 | -39,466 | -34,715 | |
| Operating result | 299,554 | 248,877 | ||
| Financial income | 15 | 11,503 | 11,692 | |
| Net interest charges | 16 | -33,349 | -27,343 | |
| Other financial charges | 17 | -1,395 | -1,005 | |
| Changes in the fair value of financial assets and liabilities | 18 | 216,452 | 40,968 | |
| Financial result | 193,211 | 24,312 | ||
| Share in the result of associates and joint ventures | 40 | 1,289 | 2,305 | |
| Pre-tax result | 494,054 | 275,493 | ||
| Corporate tax | 19 | -11,368 | -10,546 | |
| Exit tax | 19 | -118 | -1,945 | |
| Taxes | -11,486 | -12,491 | ||
| Net result | 482,568 | 263,002 | ||
| Minority interests | 40 | 370 | -2,666 | |
| NET RESULT - GROUP SHARE | 482,938 | 260,337 | ||
| (in EUR) | ||||
| Net result per share - group share | 20 | 15.09 | 8.78 | |
| Diluted net result per share - group share | 20 | 14.79 | 8.68 |
Consolidated accounts I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 235
(x 1,000 EUR)
| Notes | 2022 | 2021 | |
|---|---|---|---|
| B. OTHER ELEMENTS OF THE COMPREHENSIVE RESULT RECYCLABLE UNDER THE INCOME STATEMENT | |||
| Changes in the effective part of the fair value of authorised cash flow hedging instruments | 0 | 0 | |
| Impact of the recycling on the income statement of hedging instruments for which relationship with the hedged risk was terminated | 18 | 0 | 0 |
| Share in the other elements of the comprehensive result of associates/joint ventures | 0 | 0 | |
| Convertible bonds | 25 | 0 | 1,873 |
| Currency translation differences linked to conversion of foreign activities | -1,130 | 424 | |
| Other elements of the comprehensive result | -1,130 | 2,298 | |
| Minority interests | 40 | 0 | 0 |
| OTHER ELEMENTS OF THE COMPREHENSIVE RESULT - GROUP SHARE | -1,130 | 2,298 |
(x 1,000 EUR)
| Notes | 2022 | 2021 | |
|---|---|---|---|
| C. COMPREHENSIVE RESULT | 481,438 | 265,300 | |
| Minority interests | 40 | 370 | -2,666 |
| COMPREHENSIVE RESULT - GROUP SHARE | 481,808 | 262,634 |
| 236 | Consolidated statement of financial position (balance sheet) (x 1,000 EUR) | Notes | 31.12.2022 | 31.12.2021 |
|---|---|---|---|---|
| Non-current assets | 6,558,181 | |||
| Goodwill | 5, 21 | 27,337 | ||
| Intangible assets | 24 | 2,374 | ||
| Investment properties | 5, 22 | 6,082,541 | ||
| Other tangible assets | 24 | 2,357 | ||
| Non-current financial assets | 25 | 198,814 | ||
| Finance lease receivables | 26 | 161,534 | ||
| Trade receivables and other non-current assets | 1,827 | |||
| Deferred taxes | 5,593 | |||
| Participations in associates and joint ventures | 40 | 75,805 | ||
| Current assets | 245,385 | |||
| Assets held for sale | 5, 27 | 117,270 | ||
| Current financial assets | 642 | |||
| Finance lease receivables | 26 | 4,139 | ||
| Trade receivables | 28 | 39,483 | ||
| Tax receivables and other current assets | 29 | 42,940 | ||
| Cash and cash equivalents | 19,611 | |||
| Accrued charges and deferred income | 30 | 21,299 | ||
| TOTAL ASSETS | 6,803,566 | |||
| SHAREHOLDERS’ EQUITY | 3,666,991 | |||
| Shareholders’ equity attributable to shareholders of parent company | 3,637,413 | |||
| Capital p. 238-239 | 1,761,872 | |||
| Share premium account p. 238-239 | 936,321 | |||
| Reserves p. 238-239 | 456,282 | |||
| Net result for the financial year p. 238-239 | 482,938 | |||
| Minority interests | 40 | 29,578 | ||
| LIABILITIES | 3,136,575 | |||
| Non-current liabilities | 2,101,636 | |||
| Provisions | 31 | 24,302 | ||
| Non-current financial debts | 25 | 2,000,483 | ||
| Banks | 25 | 785,744 | ||
| Other | 25 | 1,214,739 | ||
| Other non-current financial liabilities | 25 | 15,074 | ||
| Deferred taxes | 32 | 61,776 | ||
| Exit tax | 32 | 0 | ||
| Other | 32 | 61,776 | ||
| Current liabilities | 1,034,939 | |||
| Current financial debts | 25 | 880,054 | ||
| Banks | 25 | 32,527 | ||
| Other | 25 | 847,526 | ||
| Other current financial liabilities | 25 | 0 | ||
| Trade debts and other current debts | 33 | 132,421 | ||
| Exit tax | 33 | 2,604 | ||
| Other | 33 | 129,817 | ||
| Accrued charges and deferred income | 34 | 22,464 | ||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,803,566 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 237
Calculation of debt-to-assets ratio
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Non-current financial debts | 2,000,483 | 1,467,877 |
| Other non-current financial liabilities (except for hedging instruments) | 13,570 | 11,678 |
| Current financial debts | 880,054 | 1,100,189 |
| Trade debts and other current debts | 132,421 | 148,911 |
| Total debt = | 3,026,528 | 2,728,655 |
| Total assets | 6,803,566 | 6,176,953 |
| Hedging instruments | -172,979 | 7,541 |
| Total assets (except hedging instruments) / | 6,630,587 | 6,169,412 |
| DEBT-TO-ASSETS RATIO = | 45.64 % | 44.23 % |
Consolidated statement of cash flows
| (x 1,000 EUR) | Notes | 2022 | 2021 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 19,857 | 48,642 | |
| Operating activities | |||
| Net result for the period | 482,938 | 260,337 | |
| Adjustments for interest charges and income | 22,726 | 16,401 | |
| Adjustments for gains and losses on disposal of property assets | -4,493 | -7,768 | |
| Adjustments for non-cash charges and income | 35 | -275,569 | -53,305 |
| Changes in working capital requirements | 36 | -15,184 | -15,223 |
| CASH FLOW RESULTING FROM OPERATING ACTIVITIES | 210,418 | 200,442 | |
| Investment activities | |||
| Investments in intangible assets and other tangible assets | -1,267 | -1,518 | |
| Acquisitions of investment properties | 37 | -273,717 | -281,574 |
| Extensions of investment properties | 37 | -114,143 | -82,505 |
| Investments in investment properties | 37 | -27,099 | -17,906 |
| Acquisitions of consolidated subsidiaries | 4 | -61,944 | -459,964 |
| Acquisitions of associates and joint ventures | -1,998 | -9,491 | |
| Disposals of investment properties | 37 | 110,429 | 60,147 |
| Disposals of assets held for sale | 37 | 11,553 | 61,322 |
| Disposals of other assets | 0 | 0 | |
| Disposal of consilidated subsidiaries | 20,769 | 0 | |
| Payment of exit tax | -4,412 | -1,167 | |
| Finance lease receivables | 3,822 | 3,138 | |
| Other cash flows from investment activities | 3,621 | -15,919 | |
| CASH FLOW RESULTING FROM INVESTMENT ACTIVITIES | -334,386 | -745,436 | |
| Financing activities | |||
| Capital increase | 0 | 177,850 |
Consolidated statement of changes in shareholders’ equity (x 1,000 EUR)
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 | 1,698,517 |
| Share premiums | 804,557 | 0 | 0 | 313,673 | 0 | 0 | -202,211 | 0 | 916,019 |
| 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 differences 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 |
(x 1,000 EUR)
At 31.12.2021
| Allocation of 2021 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 31.12.2022 | |
|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,698,517 | 0 | 0 | 63,355 | 0 | 0 | 0 | 0 | 1,761,872 |
| Share premiums | 916,019 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 936,321 |
| Reserves | 358,402 | 260,337 | -191,134 | 0 | 531 | 0 | 29,901 | -1,755 | 0 |
| Reserve of the balance of changes in fair value of property assets | 60 | 34,254 | 0 | 0 | 0 | 0 | 58,240 | 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 | -48,643 | 41,906 | 0 | 0 | 0 | 0 | -3,930 | 0 | 0 |
| Distributable reserve | 403,232 | 182,556 | -191,134 | 0 | 0 | 0 | -24,408 | -329 | 0 |
| Non-distributable reserve | 5,343 | 1,620 | 0 | 0 | 0 | 0 | 0 | -295 | 0 |
| Reserve for treasury shares | -2,015 | 0 | 0 | 0 | 531 | 0 | 0 | 0 | 0 |
| Reserve for currency translation differences linked to conversion of foreign activities | 424 | 0 | 0 | 0 | 0 | 0 | 0 | -1,130 | 0 |
| Reserve for change in fair value of convertible bond attributable to change in ‘own’ credit risk | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net result of the financial year | 260,337 | -260,337 | 0 | 0 | 0 | 0 | 0 | 0 | 482,938 |
| Total shareholders’ equity attributable to shareholders of the parent company | 3,233,274 | 0 | -191,134 | 113,559 | 531 | 0 | 0 | -1,755 | 482,938 |
| Minority interests | 54,259 | 0 | -3,776 | 0 | 0 | 0 | 0 | -20,536 | -370 |
| TOTAL SHAREHOLDERS' EQUITY | 3,287,533 | 0 | -194,909 | 113,559 | 531 | 0 | 0 | -22,291 | 482,568 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 238
Consolidated statement of changes in shareholders’ equity (x 1,000 EUR)
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 | 1,698,517 |
| Share premiums | 804,557 | 0 | 0 | 313,673 | 0 | 0 | -202,211 | 0 | 916,019 |
| 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 differences 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 |
(x 1,000 EUR)
At 31.12.2021
| Allocation of 2021 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 31.12.2022 | |
|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,698,517 | 0 | 0 | 63,355 | 0 | 0 | 0 | 0 | 1,761,872 |
| Share premiums | 916,019 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 936,321 |
| Reserves | 358,402 | 260,337 | -191,134 | 0 | 531 | 0 | 29,901 | -1,755 | 0 |
| Reserve of the balance of changes in fair value of property assets | 60 | 34,254 | 0 | 0 | 0 | 0 | 58,240 | 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 | -48,643 | 41,906 | 0 | 0 | 0 | 0 | -3,930 | 0 | 0 |
| Distributable reserve | 403,232 | 182,556 | -191,134 | 0 | 0 | 0 | -24,408 | -329 | 0 |
| Non-distributable reserve | 5,343 | 1,620 | 0 | 0 | 0 | 0 | 0 | -295 | 0 |
| Reserve for treasury shares | -2,015 | 0 | 0 | 0 | 531 | 0 | 0 | 0 | 0 |
| Reserve for currency translation differences linked to conversion of foreign activities | 424 | 0 | 0 | 0 | 0 | 0 | 0 | -1,130 | 0 |
| Reserve for change in fair value of convertible bond attributable to change in ‘own’ credit risk | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net result of the financial year | 260,337 | -260,337 | 0 | 0 | 0 | 0 | 0 | 0 | 482,938 |
| Total shareholders’ equity attributable to shareholders of the parent company | 3,233,274 | 0 | -191,134 | 113,559 | 531 | 0 | 0 | -1,755 | 482,938 |
| Minority interests | 54,259 | 0 | -3,776 | 0 | 0 | 0 | 0 | -20,536 | -370 |
| TOTAL SHAREHOLDERS' EQUITY | 3,287,533 | 0 | -194,909 | 113,559 | 531 | 0 | 0 | -22,291 | 482,568 |
Note 1. General information
Cofinimmo SA/NV (the ‘company’) is a Belgian public RREC (regulated real estate company) with registered offices at 1200 Brussels (Boulevard de la Woluwe/Woluwedal 58). The consolidated financial statements of the company for the financial year ending on 31.12.2022 comprise the company and its subsidiaries (the ‘group’). The consolidation scope has evolved since 31.12.2021. Cofinimmo acquired the shares of 13 companies and created 5 new subsidiaries. The consolidation scope at 31.12.2022 is presented in Note 40. The consolidated financial and statutory statements were adopted by the board of directors on 23.03.2023 and will be submitted to the general meeting on 10.05.2023. 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 2021 financial year.
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 2021 financial year. The preparation of the financial statements requires the company to make significant judgments that affect the application of accounting methods (such as, for example, the determination of the classification of lease contracts) and to proceed to a certain number of estimations (in particular, the provisions estimation). These assumptions are based on the management’s experience, on the assistance of third parties (real estate valuers) and on various other sources that are believed to be relevant.Actual results may differ from these estimations. These estimations are reviewed on a regular basis and adapted if need be.
B. Basis of preparation
The financial statements are presented in euro, rounded to the nearest thousand. They are prepared on the historical costs basis, except the following assets and liabilities, which are stated at their fair value: investment properties, assets held for sale, convertible bonds issued, derivative financial instruments and sales options permitted to non-controlling shareholders.
Some financial figures in this universal registration document have been rounded up and, consequently, the overall totals in this document may differ slightly from the exact arithmetical sum of the preceding figures.
Finally, some reclassifications can intervene between the publication date of the annual results and that of the universal registration document.
C. Basis of consolidation
I. Subsidiaries
The consolidated financial statements include the financial statements of the company and the financial statements of the entities (including the structured entities) that it controls and its subsidiaries. The company has control when it:
• holds power over the issuing entity;
• is exposed or entitled to variable returns because of its ties with the issuing entity;
• has the ability to exercise its power so as to affect the amount of the returns that it receives.
The company must reassess whether it controls the issuing entity when the facts and circumstances indicate that one or more of the three control elements listed above have changed.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date the control starts until the date the control ends. Where necessary, accounting principles of subsidiaries have been changed to ensure consistency with the principles adopted by the group. The subsidiaries’ financial statements cover the same accounting period as that of the company.
Notes to the consolidated accounts
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 240
Changes in the group’s participations in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The book value of the participations in subsidiaries, held by the group or by third parties, is adjusted to reflect the changes in the respective levels of participation. Any difference between the amount by which the minority interests are adjusted and the fair value of the consideration paid or received is recognised directly under equity.
II Joint ventures
A joint venture is an entity subject to an agreement whereby the parties who exercise joint control have rights over the net assets of the agreement. Under the equity accounting method, the consolidated income statement includes the group’s share in the result of joint ventures. This share is calculated from the date on which the joint control starts until the date on which the joint control ends. The financial statements of the jointly controlled entities cover the same accounting period as that of the company.
III Associates
An associate is an entity over which the company exercises significant influence. The consolidated income statement includes the group’s share in the profit or loss of associates, in accordance with the equity method.
IV Transactions eliminated on consolidation
Intragroup balances and transactions, as well as any gains arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Gains arising from transactions with jointly controlled entities are eliminated to the extent of the group’s interest in the entities. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.
A list of the group’s companies is included in Note 40.
D. Goodwill and business combinations
When the group takes control of an integrated combination of activities and assets corresponding to the definition of a company (‘business’) according to IFRS 3 - ‘Business combinations’, the assets, liabilities and contingent liabilities of the business acquired are recorded at their fair value at the acquisition date.
The goodwill represents the positive difference between the acquisition costs (excluding acquisition-related costs), plus any minority interests, and the fair value of the acquired net assets. If this difference is negative (‘negative goodwill’), it is immediately recorded on the income statement after confirmation of the values.
After its initial recording, the goodwill is not amortised but submitted to an impairment test realised at least every year on the cash-generating units to which the goodwill was allocated. If the book value of a cash-generating unit exceeds its value in use, the resulting writedown is recorded on the income statement and first allocated in reduction of the possible goodwill and then to the other assets of the unit, proportionally to their book value. An impairment booked on goodwill is not written back during a subsequent year.
In accordance with IFRS 3, the goodwill can be set temporarily at the acquisition and adjusted within the 12 following months. In the event of the disposal of a cash-generating unit, the amount of goodwill that is allocated to this unit is included in the determination of the gain or loss on the disposal.
E. Translation of foreign currencies
I Foreign entities
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 31.12.2022 are as follows:
• Rate at closing on 31.12.2022 = 0.88693
• Average rate over the financial year = 0.85398
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 or floor 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.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 241
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.
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.# H1
Any gain or loss arising, after the acquisition of a property, from a change in its fair value is recognised on the income statement.
Rental income from investment properties is accounted for as described under section R. The real estate valuers carry out the valuation on the basis of the method of calculating the present value of the rental income in accordance with the ‘International Valuation Standards/RICS Valuation Standards’, established by the International Valuation Standards Committee/Royal Institute of Chartered Surveyors, as set out in the corresponding report. This value, referred to hereafter as the ‘investment value’, corresponds to the price that a third-party investor would be prepared to pay in order to acquire each of the properties making up the property portfolio and in order to benefit from their rental income, while assuming the related charges, without deduction of transfer taxes.
The disposal of an investment property is usually subject to the payment to the public authorities of transfer rights or VAT. A share of transfer rights is deducted by the valuers from the investment value of the investment properties to establish the fair value of the investment properties, as evidenced in their valuation report (see Note 22). When an acquisition or investment is made, the transfer rights to be incurred during a subsequent theoretical sale are recognised directly on the income statement ; any change in the fair value of a building during the financial year is also recognised on the income statement. These two movements are allocated to the reserve during the appropriation of the result for the financial year. In the event of a disposal, the transfer rights do not have to be deducted from the difference between the price obtained and the book value of the sold properties for calculating the capital gain or loss effectively realised. Indeed, the rights have already been recognised in the income statement upon acquisition.
If an investment property becomes owner-occupied, it is reclassified as asset held for own use, and its fair value, at the date of reclassification, becomes its cost for subsequent accounting purposes.
H2. 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.
H3. 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 ;
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 242
- 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 :
RFV year n-1 RFV year n-2
NRFV year n-1 NRFV year n-2
* Cumulative change year n * Cumulative change 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.
H3. 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’.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 243
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.
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 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 244 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.
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.# ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 245
S. Operating expenses
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.
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.
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.
Financial result
Net financing costs comprise interest payable on borrowings, calculated using the effective interest rate method, commissions paid on available but undrawn credit lines, 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).
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 246
W. Estimates, judgments and main sources of concern
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 a new law was passed in the Netherlands on 20.12.2022 increasing the registration fee from generally 8 % to 10.4 % with effect from 01.01.2023. In view of this new law, registration fees of 10.4 % have been taken into account by the independent valuers in determining the fair value as at 31.12.2022. 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 no longer includes a ‘material valuation uncertainty’ (as defined by RICS standards) relating to the coronavirus (COVID-19). However, some of the independent valuers’ reports do mention a commentary on market conditions (including the situation in Ukraine, the volatility of current markets, global economy and real estate market activity).
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).
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).
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 results from price observations relating to actual transactions and the application to these observations of valuation models developed in the scientific literature (www.bloomberg.com).
ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 247
Note 3. Management of operational risk
By operating risk, Cofinimmo means the risk of losses due to inadequacies in the company’s procedures or failures in its management. The group actively manages its client base in order to minimise vacancies and tenant turnover in the office segment. The property management team is responsible for swiftly resolving tenant complaints, while the letting team maintains regular contact with them so as to offer alternative solutions from within the portfolio should tenants require more or less space. Although this activity is fundamental to protect rental income, it has little impact on the price at which a vacant property can be let, as that price depends on the prevailing market conditions. Most of the lease contracts include a provision whereby rents are annually indexed. Before accepting a new client, an analysis of the credit risk is carried out, if need be on the basis of the opinion of an outside rating agency. An advance deposit or bank guarantee corresponding to six months’ rent is generally requested from private sector tenants. With a few exceptions, rents are payable in advance, on a monthly, quarterly or yearly basis. A quarterly provision covering property charges and taxes incurred by the group but contractually rechargeable to tenants is also requested.# Losses on lease receivables and operational costs
Losses on lease receivables net of recoveries represent 0.119 % of total turnover over the period 1996-2022. 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 office properties and the tenant turnover, which determine the level of expenses for unlet space, the letting fees, the refurbishment costs, the incentives granted to new clients, etc.
Operational costs which the active commercial management of the portfolio is designed to minimise. The healthcare facilities and the property of distribution networks assets are almost occupied at 100 %. The first ones are rented to operator groups whose solvency is analysed annually. The second ones are let to large companies. The reletting or reconversion scenarios at the end of the lease are cautiously analysed and prepared in due time. The smaller buildings included in the distribution networks are sold when the tenant leaves.
Construction and refurbishment projects are prepared and supervised by the group’s project management team with a mandate to complete them on time and on budget. For the management of large-scale projects, specialised outside companies are brought in by the group. The risk of buildings being destroyed by fire or other calamities is assured for a total reconstruction value of 2,311.18 million EUR 1 , compared to a fair value of the insured investment property of 2,499.59 million EUR as at 31.12.2022, 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).
- 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.
Note 4. Acquisitions of subsidiaries
General information
| Company | Acquisition date | Number of entities | Segment | Country | % of ownership by Cofinimmo group as at 31.12.2022 - 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 Raision Vesakuja 2 | 11.04.22 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 15 |
| Kiinteistö Oy Sipoon Jokikoti & Kiinteistö Oy Nastolan Manna & Kiinteistö Oy Lempäälän Myllypiha & Kiinteistö Oy Askolan Pappilantie & Kiinteistö Oy Tervakosken Portti & Kiinteistö Oy Kausalan Asema | 27.04.22 | 6 | Healthcare real estate | Finland | 100 % | Indirect | 21 |
| Rheastone 7 SA | 09.05.22 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 5 |
| Superstone 7 NV | 27.07.22 | 1 | Healthcare real estate | The Netherlands | 100 % | Direct | 5 |
| Rheastone 8 SA | 24.08.22 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 16 |
| Cofihealthcare Spain 10, S.L. | 17.10.22 | 1 | Healthcare real estate | Spain | 100 % | Direct | 12 |
| Kiinteistö Oy Rovaniemen Riistakero | 14.12.22 | 1 | Healthcare real estate | Finland | 100 % | Indirect | 9 |
| Rheastone 9 SA | 15.12.22 | 1 | Healthcare real estate | Belgium | 100 % | Direct | 19 |
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. None of the acquired assets or liabilities stated in the table above is considered as material besides the investment properties.
Note 5. Segment information
At fair value, healthcare real estate represents 70 % of assets, offices 22 %, property of distribution networks 8 % (the different real estate sectors are described on pages 36 to 79). One client represents more than 10 % of the contractual rent : the Korian group in the healthcare real estate sector, for 52 million EUR.
Segment information (x 1,000 EUR) - Overall portfolio
INCOME STATEMENT
| Healtcare Real Estate | Property of distribution networks | Offices | Unallocated amounts | Total | |
|---|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Net rental income | 212,321 | 34,304 | 75,893 | 322,518 | |
| Property result after direct property costs | 204,666 | 31,126 | 67,288 | 303,080 | |
| Property management costs | -32,209 | -32,209 | |||
| Corporate management costs | -13,804 | -13,804 | |||
| Gains or losses on disposals of investment properties and other non-financial assets | 2,363 | 2,701 | -571 | 4,493 | |
| Changes in fair value of investment properties | 50,407 | -3,844 | 30,897 | 77,460 | |
| Other result on the portfolio | -21,460 | -16,411 | -1,595 | -39,466 | |
| Operating result | 235,976 | 13,573 | 96,018 | -46,013 | 299,554 |
| Financial result | 193,211 | 193,211 | |||
| Share in the result of associates and joint ventures | 1,289 | 1,289 | |||
| Taxes | -11,486 | -11,486 | |||
| NET RESULT | 482,568 | ||||
| NET RESULT - GROUP SHARE | 482,938 |
INCOME STATEMENT
| Healtcare Real Estate | Property of distribution networks | Offices | Unallocated amounts | Total | |
|---|---|---|---|---|---|
| AT 31.12 2021 | 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 | 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 |
BALANCE SHEET
| Healtcare Real Estate | Property of distribution networks | Offices | Unallocated amounts | Total | |
|---|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Assets | |||||
| Goodwill | 27,337 | 27,337 | |||
| Investment properties, of which : | 4,358,394 | 463,046 | 1,261,101 | 6,082,541 | |
| Development projects | 250,531 | 6,496 | 73,101 | 330,128 | |
| Assets held for own use | 7,693 | 7,693 | |||
| Assets held for sale | 9,150 | 16,390 | 91,730 | 117,270 | |
| Other assets | 576,418 | 576,418 | |||
| TOTAL ASSETS | 6,803,566 | ||||
| Shareholders’ equity and liabilities | |||||
| Shareholders’ equity | 3,666,991 | 3,666,991 | |||
| Shareholders’ equity attributable to shareholders of parent company | 3,637,413 | 3,637,413 | |||
| Minority interests | 29,578 | 29,578 | |||
| Liabilities | 3,136,575 | 3,136,575 | |||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,803,566 |
BALANCE SHEET
| Healtcare Real Estate | Property of distribution networks | Offices | Unallocated amounts | Total | |
|---|---|---|---|---|---|
| AT 31.12 2021 | 2021 | 2021 | 2021 | 2021 | 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 | 13,200 | 3,090 | 23,556 | 39,846 | |
| Other assets | 425,490 | 425,490 | |||
| TOTAL ASSETS | 6,176,953 | ||||
| Shareholders’ equity and liabilities | |||||
| Shareholders’ equity | 3,287,533 | 3,287,533 | |||
| Shareholders’ equity attributable to shareholders of parent company | 3,233,274 | 3,233,274 | |||
| Minority interests | 54,259 | 54,259 | |||
| Liabilities | 2,889,420 | 2,889,420 | |||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,176,953 |
Segment information (x 1,000 EUR) – Healthcare real estate
INCOME STATEMENT
| Belgium | France | The Netherlands | Germany | Other 1 | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Net rental income | 85,429 | 29,630 | 25,916 | 38,989 | 32,355 | 212,321 |
| Property result after direct property costs | 85,059 | 29,138 | 23,792 | 36,248 | 30,430 | 204,666 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 587 | 1,920 | -169 | 25 | 2,363 | |
| Changes in fair value of investment properties | 38,037 | -4,432 | -7,826 | 3,066 | 21,561 | 50,407 |
| Other result on the portfolio | -5,346 | 1,278 | 214 | -5,542 | -12,063 | -21,460 |
| Operating result | 118,337 | 27,903 | 16,011 | 33,796 | 39,928 | 235,976 |
| Financial result | ||||||
| Share in the result of associates and joint ventures | ||||||
| Taxes | ||||||
| NET RESULT | ||||||
| NET RESULT - GROUP SHARE |
INCOME STATEMENT
| Belgium | France | The Netherlands | Germany | Other 1 | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 2021 | 2021 | 2021 | 2021 | 2021 | 2021 | 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) - Property of distribution networks
- Spain, Finland, Ireland, Italy and United Kingdom.# INCOME STATEMENT
Total
| AT 31.12 | 2022 | 2021 |
|---|---|---|
| Net rental income | 34,304 | 36,658 |
| Property result after direct property costs | 31,126 | 34,541 |
| Property management costs | ||
| Corporate management costs | ||
| Gains or losses on disposals of investment properties and other non-financial assets | 2,701 | 2,348 |
| Changes in fair value of investment properties | -3,844 | -6,813 |
| Other result on the portfolio | -16,411 | -6,554 |
| Operating result | 13,573 | 23,522 |
| Financial result | ||
| Share in the result of associates and joint ventures | ||
| Taxes | ||
| NET RESULT | ||
| NET RESULT - GROUP SHARE |
BALANCE SHEET
Belgium
| France | The Netherlands | Germany | Other¹ | Total |
|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 |
| Assets | ||||
| Goodwill | 1,706,619 | 477,800 | 480,560 | 845,350 |
| Investment properties, of which : | 47,901 | 22,750 | 38,870 | 14,800 |
| Development projects | 9,150 | 9,150 | ||
| 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 |
Belgium
| France | The Netherlands | Germany | Other¹ | Total |
|---|---|---|---|---|
| AT 31.12 2021 | 2021 | 2021 | 2021 | 2021 |
| Assets | ||||
| Goodwill | 1,601,136 | 443,290 | 433,590 | 653,550 |
| Investment properties, of which : | 25,073 | 25,500 | 14,600 | 700 |
| Development projects | 13,200 | 13,200 | ||
| 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 Spain, Finland, Ireland, Italy and United Kingdom.
BALANCE SHEET
| Total | AT 31.12 | 2022 | 2021 |
|---|---|---|---|
| Assets | |||
| Goodwill | 27,337 | 41,627 | |
| Investment properties, of which : | 463,046 | 526,927 | |
| Development projects | 6,496 | 6,482 | |
| Assets held for own use | |||
| Assets held for sale | 16,390 | 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 |
INCOME STATEMENT
Offices
| Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Net rental income | 36,636 | 22,254 | 7,450 | 2,151 | 7,400 |
| Property result after direct property costs | 33,147 | 19,036 | 6,085 | 2,021 | 7,000 |
| Property management costs | |||||
| Corporate management costs | |||||
| Gains or losses on disposals of investment properties and other non-financial assets | 268 | 1,672 | -201 | -2,311 | -571 |
| Changes in fair value of investment properties | 41,272 | -1,295 | -6,954 | 348 | -2,473 |
| Other result on the portfolio | -1,525 | -186 | 113 | 37 | -34 |
| Operating result | 73,162 | 19,227 | -957 | 2,405 | 2,182 |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| NET RESULT | |||||
| NET RESULT - GROUP SHARE |
Offices
| Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|
| AT 31.12 2021 | 2021 | 2021 | 2021 | 2021 | 2021 |
| Net rental income | 32,676 | 24,804 | 7,238 | 4,966 | 9,220 |
| Property result after direct property costs | 28,897 | 20,252 | 6,646 | 4,674 | 9,114 |
| 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 |
| Other result on the portfolio | -1,823 | 216 | -1,607 | ||
| Operating result | 53,815 | 17,674 | 1,367 | 9,668 | 3,043 |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| NET RESULT | |||||
| NET RESULT - GROUP SHARE |
BALANCE SHEET
Offices
| Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|
| AT 31.12 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Assets | |||||
| Goodwill | 850,865 | 215,179 | 55,761 | 33,305 | 105,991 |
| Investment properties, of which : | 46,300 | 505 | 23 | 108 | 26,165 |
| Development projects | 7,693 | ||||
| Assets held for own use | |||||
| Assets held for sale | 71,494 | 20,236 | |||
| 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 |
Offices
| Brussels CBD | Brussels decentralised | Brussels periphery | Antwerp | Other regions | Total |
|---|---|---|---|---|---|
| AT 31.12 2021 | 2021 | 2021 | 2021 | 2021 | 2021 |
| Assets | |||||
| Goodwill | 800,413 | 326,567 | 79,821 | 32,860 | 117,874 |
| Investment properties, of which : | 66,445 | 74 | 475 | 251 | 67,245 |
| Development projects | 6,883 | ||||
| Assets held for own use | |||||
| Assets held for sale | 3,320 | 20,236 | |||
| 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 |
Note 6. Rental income and rental-related expenses
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Rental income | ||
| Gross potential income ¹ | 336,703 | 311,007 |
| Vacancy ² | -11,007 | -11,521 |
| Rents | 325,696 | 299,486 |
| Cost of rent-free periods | -6,584 | -6,652 |
| Concessions granted to tenants | -1,226 | -984 |
| Indemnities for early termination of rental contracts ³ | -125 | 499 |
| Rental income (Royal Decree of 13.07.2014 form) | 317,761 | 292,349 |
| Rental-related expenses | ||
| Rent payable on rented premises | -1,367 | -3 |
| Writedowns on trade receivables | -9 | -10 |
| Writeback of writedowns on trade receivables | -1,377 | -23 |
| Rental income, net of rental-related expenses | 18 | 30 |
| Writebacks of lease payments sold and discounted | 316,394 | 292,345 |
| RENTAL INCOME, NET OF RENTAL-RELATED EXPENSES, INCLUDING WRITEBACKS OF LEASE PAYMENTS SOLD AND DISCOUNTED | 6,124 | 7,262 |
| 322,518 | 299,607 |
Except in some rare cases, the leases contracted by the group are subject to indexation. The group leases out its investment properties under operating leases and finance leases. Only revenues from operating leases appear under rental income. The amount under the item ‘Writeback of lease payments sold and discounted’ represents the difference between the discounted value (at the rate agreed upon disposal), at the beginning and at the end of the year, of the future rents (indexed at the rate agreed upon disposal) of the lease contracts for which receivables have been sold. The writeback through the income statement allows for a gradual reconstitution of the initial value of the concerned buildings at the end of the lease. It is a recurring and non-cash income item (see Note 2 : ‘Significant accounting methods, I. Leases, I. The group as lessor, C. Sale of future lease payments under a long lease not qualifying as a finance lease’). The change in the fair value of these buildings is determined by the independent real estate valuer and is taken as profit or loss under the item ‘Changes in the fair value of investment properties’ in the proportion indicated in Note 2. This time, it is a non- recurring item as it depends on the valuer’s assumptions as to future market conditions. Total rental income When a lease is classified as a finance lease, the property is considered to be disposed of, and the group is considered to have an interest in a finance lease instead. Payments received on the finance leases are split between ‘capital’ and ‘interests’ : the capital element is taken to the balance sheet and offset against the group’s finance lease receivables and the interest element are recognised on the income statement. Hence, only the part of the rents relating to interests flows through the income statement.
Total income generated from the group’s property assets, through operating and finance leases (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Rental income from operating leases | 317,761 | 292,349 |
| Interest income in respect of finance leases | 8,301 | 7,230 |
| Capital receipts in respect of finance leases | 3,822 | 3,138 |
| TOTAL | 329,884 | 302,717 |
- 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.
Total minimum future rental receivables under non-cancellable operating leases and finance leases in effect at 31 December (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Operating lease | 4,247,222 | 3,854,404 |
| Less than one year | 329,687 | 299,390 |
| More than one year but less than two years | 305,490 | 273,698 |
| More than two years but less than three years | 290,831 | 255,480 |
| More than three years but less than four years | 279,113 | 242,359 |
| More than four years but less than five years | 266,967 | 233,661 |
| More than five years | 2,775,133 | 2,549,815 |
| Finance lease | 165,673 | 151,666 |
| Less than one year | 4,139 | 3,667 |
| More than one year but less than two years | 4,418 | 3,801 |
| More than two years but less than three years | 4,543 | 3,946 |
| More than three years but less than four years | 4,677 | 4,061 |
| More than four years but less than five years | 4,856 | 4,186 |
| More than five years | 143,040 | 132,005 |
| TOTAL | 4,412,894 | 4,006,070 |
Note 7. Net redecoration expenses
¹ (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease ² | 1,016 | 1,987 |
| Recovery of property charges | -750 | -411 |
| TOTAL | 266 | 1,575 |
Note 8.# Charges and taxes not recovered from the tenant on let properties (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Recovery income of charges and taxes normally payable by the tenant on let properties | 41,781 | 40,788 |
| Rebilling of rental charges invoiced to the landlord | 21,025 | 19,807 |
| Rebilling of withholding taxes and other taxes on let properties | 20,756 | 20,980 |
| Charges and taxes normally payable by the tenant on let properties | -46,499 | -44,934 |
| Rental charges invoiced to the landlord | -22,057 | -20,879 |
| Withholding taxes and other taxes on let properties | -23,837 | -23,119 |
| Taxes on refurbishment not recovered | -606 | -936 |
| TOTAL | -4,718 | -4,146 |
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.
- 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.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 257
Note 9. Technical costs (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Recurrent technical costs | 4,627 | 5,073 |
| Repairs | 4,503 | 4,928 |
| Insurance premiums | 125 | 145 |
| Non-recurrent technical costs | 1,500 | 1,555 |
| Major repairs (building companies, architects, engineering offices, etc.)¹ | 1,210 | 1,423 |
| Damage expenses | 291 | 133 |
| Losses providing from disasters and subject to insurance cover | 1,202 | 603 |
| Insurance compensation for losses providing from disasters | -912 | -470 |
| TOTAL | 6,128 | 6,628 |
Note 10. Commercial costs (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Letting fees paid to real estate brokers | 427 | 305 |
| Advertising | 10 | 5 |
| Fees paid to valuers | 3,923 | 2,657 |
| TOTAL | 4,360 | 2,967 |
Note 11. Management costs
Management costs are split between asset management costs and other costs.
Property management costs
These costs comprise the costs of the personnel responsible for this activity, the operational costs of the company head office and the fees paid to third parties. The management fees collected from tenants partially covering the costs of the property management activity are deducted. The portfolio is managed in-house, except for the healthcare real estate properties in Germany.
Corporate management costs
The corporate management costs cover the overhead costs of the company as a legal entity listed on the stock exchange and as an RREC. These expenses are incurred in order to provide complete and continued information, economic comparability with other types of investment and liquidity for the shareholders who invest indirectly in a property portfolio. Certain costs of studies relating to the group’s expansion also come under this category.
The internal costs of property management and corporate management costs are divided as follows :
| Property management costs | Corporate management costs | Total (x 1,000 EUR) | |||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Office charges | 2,672 | 2,048 | 1,145 | 878 | |
| Fees paid to third parties | 9,432 | 8,209 | 4,042 | 3,518 | |
| Recurrent | 7,758 | 6,161 | 3,325 | 2,640 | |
| Non recurrent | 1,674 | 2,048 | 717 | 878 | |
| Public relations, communication and advertising | 612 | 440 | 262 | 188 | |
| Personnel expenses | 17,853 | 15,505 | 7,651 | 6,645 | |
| Salaries | 14,172 | 12,257 | 6,074 | 5,253 | |
| Social security | 2,249 | 1,884 | 964 | 807 | |
| Pensions et autres allocations | 1,432 | 1,365 | 614 | 585 | |
| Pensions and other benefits | 1,640 | 1,647 | 703 | 706 | |
| TOTAL | 32,209 | 27,849 | 13,804 | 11,935 |
The independent real estate valuers’ fees for the consolidated portfolio and associates amounted to 1,386,964 EUR (excl. VAT) for the year 2022. 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 258
Group insurance
The group insurance, subscribed by Cofinimmo for its employees and the members of its management, has the following objectives :
* payment of a ‘Life’ benefit to the affiliate at retirement ;
* payment of a ‘Death’ benefit to the beneficiaries of the affiliate in case of death before retirement ;
* payment of a disability pension in case of accident or long-term illness other than professional ;
* waiver of premiums in the same cases.
In order to protect workers, the law of 18.12.2015 aiming to ensure the sustainability and the social nature of supplementary pensions and to strengthen the supplementary nature in relation to retirement pensions provides that Cofinimmo’s employees must be guaranteed a minimum return on the ‘Life’ portion of the premiums. This minimum return was 3.75 % of the gross premiums for the personal contributions and to 3.25 % of the premiums for the employer’s contributions until 31.12.2015. As from 2016, the minimum return required by law on the supplementary pension decreased to 1.75 %. The rate guaranteed by the insurer is 0.1 %. Cofinimmo must, therefore, cover part of the rates guaranteed by the law. If necessary, additional amounts must be brought under the reserves to reach the guaranteed returns for the services given.
Emoluments of the auditor
The fixed emoluments of Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren for reviewing and certifying Cofinimmo’s statutory and consolidated accounts amounted to 173,825 EUR (excluding VAT). Its fees for the revision of the statutory accounts of Cofinimmo’s subsidiaries amounted to 407,545 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 foreign subsidiaries. The fees for non-audit services performed by Deloitte, Réviseurs d’Entreprises/Bedrijfsrevisoren, amounted to 169,020 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 2022 financial year.
| (x 1,000 EUR) | ||
|---|---|---|
| 2022 | 2021 | |
| Emoluments of the auditor | 750 | 671 |
| Emoluments for the execution of a mandate of company auditor | 581 | 519 |
| Emoluments for exceptional services or special assignments within the group | 169 | 152 |
| Other certification assignments | 101 | 97 |
| Other assignments external to the auditing duties | 68 | 55 |
| 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 | 750 | 671 |
The fees of the other statutory auditors appointed for the group’s foreign companies amounted to 68 KEUR (excluding VAT) in 2022. They are not included in the table above.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 259
Note 12. Gains or losses on disposals of investment properties and other non-financial assets (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Disposal of investment properties | ||
| Net disposal of properties (selling price - transaction costs) | 142,751 | 121,469 |
| Book value of properties sold (fair value of assets sold) | -138,258 | -113,702 |
| SUBTOTAL | 4,493 | 7,768 |
| Disposal of other non-financial assets | ||
| Net disposals of other non-financial assets | 0 | 0 |
| Other | 0 | 0 |
| SUBTOTAL | 0 | 0 |
| TOTAL | 4,493 | 7,768 |
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)
| 2022 | 2021 | |
|---|---|---|
| Positive changes in the fair value of investment properties | 156,127 | 112,147 |
| Negative changes in the fair value of investment properties | -78,667 | -77,640 |
| TOTAL | 77,460 | 34,506 |
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)
| 2022 | 2021 | |
|---|---|---|
| Changes in the deferred taxes¹ | -6,010 | -8,034 |
| Writeback of rents already earned but not expired | -12,851 | -7,644 |
| Goodwill impairment² | -14,290 | -5,200 |
| Other³ | -6,314 | -13,837 |
| TOTAL | -39,466 | -34,715 |
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)
| 2022 | 2021 | |
|---|---|---|
| Interests and dividends received⁴ | 3,085 | 2,773 |
| Interest receipts from finance leases and similar receivables | 8,301 | 7,230 |
| Other⁵ | 117 | 1,688 |
| TOTAL | 11,503 | 11,692 |
Note 16. Net interest charges (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Nominal interest on borrowings | 23,729 | 13,442 |
| Bilateral loans - floating rate | 7,740 | 4,591 |
| Commercial paper - floating rate | 3,202 | -2,004 |
| Investment credits - floating or fixed rate | 603 | 641 |
| Bonds - fixed rate | 12,183 | 10,330 |
| Convertible bonds | 0 | -116 |
| Reconstitution of the nominal value of financial debts | 2,411 | 1,748 |
| Charges relating to authorised hedging instruments | 6,991 | 7,056 |
| Authorised hedging instruments qualifying for hedge accounting under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting under IFRS | 6,991 | 7,056 |
| Income relating to authorised hedging instruments | -2,177 | 0 |
| Authorised hedging instruments qualifying for hedge accounting under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting under IFRS | -2,177 | 0 |
| Other interest charges⁶ | 2,396 | 5,098 |
| TOTAL | 33,349 | 27,343 |
The effective interest charge on loans corresponds to an average effective interest rate on loans of 1.21 % (2021 : 1.09 %). The effective charge without taking into account the hedging instruments stands at 1.03 % (2021 : 0.81 %). This percentage can be split up between 0.00 % (2021 : 0.07 %), for the loans booked at fair value, and 1.03 % (2021 : 0.86 %), for the loans recognised at amortised cost⁷.
Cofinimmo no longer holds interest rate hedging instruments to which the hedge accounting of the cash flow is applied.
- See Note 32.
- See Note 21.
3.Includes in particular the difference between the price paid, plus incidental expenses, and the share in the revalued net assets of the companies acquired. 4. The amount of dividends received is null at 31.12.2022. 5. The other financial income of the financial year represent non-recurring income related to the indemnities received from the contribution in kind of 09.05.2022 in compensation for the allocation of a full dividend right to the new shares issued on that day. 6. This usually concerns commissions on unused credit facilities. 7. Interest on loans at amortised cost (2022 : 28,535 KEUR/2021 : 20,404 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 (2022 : 4,814 KEUR/2021 : 6,940 KEUR) consists of ‘Costs and Proceeds from permitted hedging instruments’, as well as the ‘Convertible Bonds’.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 260
Note 17. Other financial charges
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Bank fees and other commissions | 763 | 749 |
| Other | 632 | 255 |
| TOTAL | 1,395 | 1,005 |
Note 18. Changes in the fair value of financial assets and liabilities
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| 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 | 218,520 | 41,849 |
| Changes in fair value of authorised hedging instruments not qualifying for hedge accounting | 1 | 218,520 |
| Convertible bonds | 41,906 | -57 |
| Other | -2,068 | -881 |
| TOTAL | 216,452 | 40,968 |
Note 19. Corporate tax and exit tax
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| CORPORATE TAX | -11,368 | -10,546 |
| Parent company | -76 | -3,082 |
| Pre-tax result | 481,733 | 264,717 |
| Result exempted from income tax due to the RREC regime | -481,733 | -264,717 |
| Taxable result from non-deductible costs | 1,439 | 4,198 |
| Tax at rate of 25 % | -360 | -1,050 |
| Other | 284 | -2,032 |
| Subsidiaries | -11,292 | -7,464 |
| EXIT TAX - SUBSIDIARIES | -118 | -1,945 |
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 222,496 KEUR (2021 : 212,131 KEUR)/482,938 KEUR (2021 : 260,337 KEUR) and on a number of ordinary shares entitled to share in the result for the financial year ended 31.12.2022 of 32,000,642 (2021 : 29,655,292). The 2022 diluted result per share includes the effect of the theoretical conversion of the mandatory convertible bonds (MCB) issued by Cofinimur I, as well as stock options. The 2021 diluted result per share included the effect of the theoretical conversion of the mandatory convertible bonds (MCB) issued by Cofinimur I, as well as stock options.
(in EUR)
| 2022 | 2021 | |
|---|---|---|
| Net result - group share | 482,938,135 | 260,336,602 |
| Number of shares entitled to share in the result of the period | 32,000,642 | 29,655,292 |
| Net result from core activities per share - group share | 6.95 | 7.15 |
| Net result per share - group share | 15.09 | 8.78 |
| Net diluted result - group share | 481,641,266 | 262,239,024 |
| 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 | 2 32,557,284 | 30,213,884 |
| NET DILUTED RESULT PER SHARE - GROUP SHARE | 14.79 | 8.68 |
- The gross amounts are respectively a product of 222,176 KEUR (2021 : 42,159 KEUR) and an expense of 3,656 KEUR (2021 : 252 KEUR).
- In accordance with IAS 33, the MCB’s issued in 2011 as well as the 14,975 treasury shares of the stock option plan were taken into account in the calculation of the net diluted result per share as at 31.12.2022 because they had a dilutive impact. As at 31.12.2021, the MCB’s issued in 2011 as well as 16,925 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.
Dividend per share
| 2022 financial year (to be paid in 2023) | 2021 financial year (paid in 2022) | |
|---|---|---|
| Gross dividends attributable to ordinary shareholders | 203,646,154.80 | 190,212,834.00 |
| Gross dividend per ordinary share | 6.20 | 6.00 |
| Net dividend per ordinary share | 4.34 | 4.20 |
A gross dividend for the 2022 financial year of 6.20 EUR per share (net dividend per share of 4.34 EUR), representing a total dividend of 203,646,154.80 EUR will be proposed to the ordinary general meeting of 10.05.2023. The number of shares receiving the dividend for the 2022 financial year was on the reporting date of 32,846,154. The board of directors is proposing to cancel the right to the dividend of 31,575 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)
| 2022 | 2021 | |
|---|---|---|
| Number of shares (A) | ||
| As at 01.01 | 31,695,481 | 27,061,917 |
| Capital increase | 1,182,248 | 4,633,564 |
| Conversion of convertible bonds into ordinary shares | 0 | 0 |
| As at 31.12 | 32,877,729 | 31,695,481 |
| Treasury shares held by the group (B) | ||
| As at 01.01 | 37,123 | 45,084 |
| Treasury shares (sold/acquired) - net | -5,548 | -7,961 |
| As at 31.12 | 31,575 | 37,123 |
| Number of shares outstanding (A-B) | ||
| As at 01.01 | 31,658,358 | 27,016,833 |
| Capital increase | 1,182,248 | 4,633,564 |
| Conversion of convertible bonds into ordinary shares | 0 | 0 |
| Treasury shares (sold/acquired) - net | 5,548 | 7,961 |
| As atT 31.12 | 32,846,154 | 31,658,358 |
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 31.12.2022. The ordinary shares are listed on the First Market of Euronext Brussels.
- Shares held by the group: at 31.12.2022, the group held 31,575 ordinary treasury shares (31.12.2021 : 37,123). 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’.
- Based on the parent company’s result.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 262
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.
Variation du goodwill
(x 1.000 EUR)
| Pubstone Belgium | Pubstone Netherlands | Total | |
|---|---|---|---|
| Cost | |||
| At 01.01.2022 | 100,157 | 39,250 | 139,407 |
| At 31.12.2022 | 100,157 | 39,250 | 139,407 |
| Writedowns | |||
| At 01.01.2022 | 74,750 | 23,030 | 97,780 |
| Writedowns recorded from 01.01 until 31.12 | 11,100 | 3,190 | 14,290 |
| At 31.12.2022 | 85,850 | 26,220 | 112,070 |
| Book value | |||
| At 01.01.2022 | 25,407 | 16,220 | 41,627 |
| At 31.12.2022 | 14,307 | 13,030 | 27,337 |
Impairment test
At the end of the 2022 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.
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 31.12.2022
The result of this test (illustrated in the table below) led to an impairment of 11,100 KEUR on the goodwill of Pubstone Belgium and to an impairment of 3,190 KEUR on the goodwill of Pubstone Netherlands. It is worth mentioning that during the 2022 financial year, the fair value of the Pubstone Belgium recorded a change of 933 KEUR and -819 KEUR respectively. As far as the Pubstone Netherlands portfolio is concerned, there was a negative variation, mainly due to the increase in registration fees from 8 % to 10.4 % as from 01.01.2023. 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 31.12.2022 and ii) the sale price per m² of the latest disposals, indexed at 2.5 % for Pubstone Belgium and 2.4 % for Pubstone Netherlands (2021 : 1.8 % for Pubstone Belgium and Netherlands) per year. Since 2015, as a precautionary measure, no margin on the expert’s value is taken in the cash flow projection.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 263
The indexation considered on these cash flows was 2.5 % for Pubstone Belgium and 2.4 % for Pubstone Netherlands. In 2021, the indexation was 1.8 % for Pubstone Belgium and Pubstone Netherlands. The discount rate used amounts to 5.39 % (2021 : 4.45 %).
Impairment of goodwill at 31.12.2022 (x 1,000 EUR)
| Building group | Goodwill at 01.01.2022 | Net value book ¹ | Value | Impairment | Goodwill at 31.12.2022 |
|---|---|---|---|---|---|
| Pubstone Belgium | 25,407 | 319,324 | 308,224 | -11,100 | 14,307 |
| Pubstone Netherlands | 16,220 | 152,950 | 149,760 | -3,190 | 13,030 |
| TOTAL | 41,627 | 472,274 | 457,984 | -14,290 | 27,337 |
¹ Including goodwill.
Sensitivity analysis of the value in use when the main changes of the impairment test at 31.12.2022 vary
| Building group | Change in the value in use | |||
|---|---|---|---|---|
| Change in inflation | ||||
| +0.50 % | -0.50 % | +0.50 % | -0.50 % | |
| Pubstone Belgium | 4.31 % | -4.10 % | -4.17 % | 4.42 % |
| Pubstone Netherlands | 4.10 % | -3.91 % | -4.03 % | 4.27 % |
Sensitivity analysis of the impairment when the main changes of the impairment test at 31.12.2022 vary
| Building group | Change in the impairment ² (x 1,000 EUR) | |||
|---|---|---|---|---|
| Impairment loss recognised | ||||
| Change in inflation | ||||
| +0.50 % | -0.50 % | +0.50 % | -0.50 % | |
| Pubstone Belgium | -11,100 | 0 | -23,742 | -23,942 |
| Pubstone Netherlands | -3,190 | 0 | -9,039 | -9,224 |
| TOTAL | -14,290 | 0 | -32,781 | -33,166 |
² The value of 0 has been indicated when the value in use is higher than the net book value.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 264
Note 22. Investment properties (x 1,000 EUR)
| Properties available for rent | Development projects | Assets held for own use | Total | |
|---|---|---|---|---|
| At 01.01.2021 | 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 |
| Transfers from/to properties available for rent 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 |
| Investments | 27,464 | 126,297 | 62 | 153,824 |
| Acquisitions | 355,579 | 38,710 | 0 | 394,289 |
| Transfers from/to properties available for rent and assets held for sale | -83,297 | 0 | 0 | -83,297 |
| Transfers from/to development projects and properties available for rent | 77,726 | -77,726 | 0 | 0 |
| Sales/Disposals (fair value of assets sold/disposed of) | -122,502 | -5,622 | 0 | -128,124 |
| Writeback of lease payments sold and discounted | 6,124 | 0 | 0 | 6,124 |
| Changes in the fair value | 77,060 | -4,457 | 749 | 73,352 |
| Currency translation differences linked to conversion of foreign activities | -3,617 | 0 | 0 | -3,617 |
| At 31.12.2022 | 5,744,719 | 330,128 | 7,694 | 6,082,541 |
The fair value of the consolidated portfolio, as determined by the independent real estate valuers, reaches 6,199,811 KEUR at 31.12.2022. It includes investment properties for 6,082,541 KEUR and the properties available for sale for 117,270 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 % for properties located in the Flemisch Region ;
- sale of property assets under the rules governing estate traders : 4.0 % to 8.0 % depending on the 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.
¹ Including the fair value of the investment properties, for which receivables have been assigned, amounting to 30,690 KEUR.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 265
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 % 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 31.12.2022, the difference between the investment value and the fair value of the global portfolio amounted to 292.0 million EUR or 8.89 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 7.96 %. Since that date, Cofinimmo has carried out 587 disposals for a total amount of 2,371.62 million EUR. This capital gain would have been 8.05 % 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 have increased from generally 8 % to 10.4 % as of 01.01.2023. This rate of 10.4 % was taken into account by the independent valuers in determining the fair value as at 31.12.2022 ; • 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 %.
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 real estate consolidated portfolio. 1. Cushman & Wakefield, de Crombrugghe & Partners, Winssinger & Associés, Stadim and Troostwijk-Roux.
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 266
Determination of the valuation level of the fair value of the consolidated portfolio
(x 1,000 EUR)
| Asset category | 31.12.2022 | Level 3 | 31.12.2021 | Level 3 |
|---|---|---|---|---|
| Healthcare real estate | 4,367,544 | 3,798,729 | ||
| Belgium | 1,658,718 | 1,576,063 | ||
| France | 464,200 | 430,990 | ||
| The Netherlands | 441,690 | 418,990 | ||
| Germany | 830,550 | 652,850 | ||
| Other | 721,855 | 540,638 | ||
| Healthcare real estate under development | 250,531 | 179,198 | ||
| Offices | 1,352,831 | 1,381,091 | ||
| Antwerp | 33,197 | 32,609 | ||
| Brussels CBD | 804,565 | 733,968 | ||
| Brussels decentralised | 286,167 | 329,813 | ||
| Brussels periphery/ satellites | 75,973 | 99,582 | ||
| Other regions | 79,827 | 117,874 | ||
| Offices under development | 73,101 | 67,245 | ||
| Property of distribution networks | 479,436 | 530,017 | ||
| TOTAL | 6,199,811 | 2 | 5,709,836 | 2 |
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.
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 2022, the fair value of all properties could be determined reliably so that no building was valued at historical cost. Assets held for sale are presented separately in the balance sheet at fair value, even if the future sale price is known at the valuation date. For the buildings for which several valuation methods were used, the fair value is the average of the results of these methods.
- 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 117.270 KEUR in 2022 (39,846 KEUR in 2021).
ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 267
During the year 2022, 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 2022, with the exception of healthcare real estate in Germany and some office buildings (single-tenant, long-term leases) in the Brussels’ CBD category, which are now valued using the discounted cash flow method (and which were previously valued using the estimated value capitalisation method) to better reflect the current economic environment.
Changes in the fair value of the consolidated portfolio, based on unobservable data
(x 1,000 EUR)
| FAIRE VALUE AT 01.01.2022 | 5,709,836 |
| Gains/losses recognised on the income statement | 77,460 |
| Acquisitions | 394,289 |
| Extensions/Redevelopments | 126,297 |
| Investments | 27,678 |
| Writeback of lease payments sold | 6,124 |
| Sales/Disposals | -138,258 |
| Currency translation differences linked to conversion of foreign activities | -3,617 |
| FAIRE VALUE AT 31.12.2022 | 6,199,811 |
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.
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 268
Determination of the valuation level of the fair value of investment properties
(x 1,000 EUR)
| Asset category | Fair value at 31.12.2022 | Valuation method | Unobservable data 1 | Extreme values (weighted average) at 31.12.2022 | Extreme values (weighted average) at 31.12.2021 |
|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 4,358,394 | ||||
| Belgium | 1,658,718 | Discounted cash flow | Estimated rental value (ERV) | 51 - 236 (143) EUR/m² | 62 - 275 (138) EUR/m² |
| Discount rate | 3.90 % - 8.95 % (5.47 %) | 3.67 % - 7.77 % (5.13 %) | |||
| Capitalisation rate of the final net ERV | 4.90 % - 10.60 % (7.27 %) | 4.60 % - 10.50 % (7.08 %) | |||
| Inflation rate | 2.00 % - 2.40 % (2.30 %) | 1.75 % - 2.00 % (1.81 %) | |||
| Operating costs | 0.00 % - 1.00 % (0.30 %) | 0.00 % - 1.00 % (0.31 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 9.8 - 26.4 (17.5) | 10.7 - 26.3 (18.3) | |||
| Number of m² | 809 - 20,274 m² (8,003 m²) | 809 - 20,274 m² (7,889 m²) | |||
| Duration of the initial projection period (in years) | 10 - 27 (17.3) | 11 - 27 (17.9) | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 51 - 251 (147) EUR/m² | 62 - 275 (142) EUR/m² | ||
| Capitalisation rate | 3.73 % - 8.95 % (5.14 %) | 3.47 % - 8.02 % (4.94 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 100 % | |||
| Residual length of current lease (in years) | 9.8 - 27.0 (17.8) | 10.7 - 26.3 (18.4) | |||
| Number of m² | 809 - 20,274 m² (7,945 m²) | 809 - 20,274 m² (7,855 m²) | |||
| France | 455,050 | Discounted cash flow | Estimated rental value (ERV) | 55 - 245 (157) |
(x 1,000 EUR)
| Asset category | Fair value at 31.12.2022 | Valuation method | Unobservable data 1 | Extreme values (weighted average) at 31.12.2022 | Extreme values (weighted average) at 31.12.2021 |
|---|---|---|---|---|---|
| Germany | 830,550 | Discounted cash flow | Estimated rental value (ERV) | 18 - 308 (138) EUR/m² | 16 - 303 (137) EUR/m² |
| | | | Discount rate | 3.75 % - 9.65 % (5.97 %) | 3.50 % - 9.05 % (6.03 %) |
| | | | Capitalisation rate of the final net ERV | 3.10 % - 9.00 % (5.35 %) | 2.80 % - 8.30 % (5.29 %) |
| | | | Inflation rate | 1.89 % - 2.00 % (1.97 %) | 1.99 % |
| | | | Operating costs | 4 % - 39 % (10 %) | 6 % - 59 % (11 %) |
| | | | Occupancy rate (based on current contracts) | 100 % | 100 % |
| | | | Residual length of current lease (in years) | 7.2 - 25.8 (19.7) | 12.5 - 26.8 (21.4) |
| | | | Number of m² | 2,940 - 17,450 m² (7,837 m²) | 2,940 - 18,496 m² (7,971 m²) |
| | | | Duration of the initial projection period (in years) | 10 | 10 |
| | | Capitalisation of estimated rental value | Estimated rental value (ERV) | n/a | 16 - 303 (137) EUR/m² |
| | | | Capitalisation rate | n/a | 2.75 % - 8.30 % (5.29 %) |
| | | | Occupancy rate (based on current contracts) | n/a | 100 % |
| | | | Residual length of current lease (in years) | n/a | 12.5 - 26.8 (21.4) |
| | | | Number of m² | n/a | 2,940 - 18,496 m² (7,971 m²) |
| Other | 721,855 | Discounted cash flow | Estimated rental value (ERV) | 99 - 227 (166) EUR/m² | 112 - 236 (163) EUR/m² |
| | | | Discount rate | 5.50 % - 7.99 % (6.46 %) | 5.42 % - 6.49 % (5.65 %) |
| | | | Capitalisation rate of the final net ERV | 4.40 % - 5.50 % (4.92 %) | 4.60 % - 5.00 % (4.95 %) |
| | | | Inflation rate | 2.00 % - 2.49 % (2.15 %) | 1.60 % - 1.74 % (1.62 %) |
| | | | Operating costs | 1 % - 17 % (7 %) | 1 % - 13 % (8 %) |
| | | | Occupancy rate (based on current contracts) | 100 % | 100 % |
| | | | Residual length of current lease (in years) | 5.5 - 19.8 (10.2) | 6.5 - 20.2 (9.6) |
| | | | Number of m² | 590 - 15,444 m² (8,613 m²) | 2,623 - 15,444 m² (10,508 m²) |
| | | | Duration of the initial projection period (in years) | 10 - 15 (11.4) | 10 - 15 (10.7) |
| | | Capitalisation of estimated rental value | Estimated rental value (ERV) | 36 - 357 (154) EUR/m² | 36 - 370 (174) EUR/m² |
| | | | Capitalisation rate | 4.35 % - 6.70 % (4.92 %) | 4.60 % - 6.70 % (4.94 %) |
| | | | Occupancy rate (based on current contracts) | 100 % | 100 % |
| | | | Residual length of current lease (in years) | 11.8 - 33.6 (21.2) | 14.0 - 34.6 (20.9) |
| | | | Number of m² | 1,742 - 10,367 m² (5,685 m²) | 1,742 - 10,367 m² (5,408 m²) |
| Healthcare real estate under development 2 | 250,531 | Residual value | Estimated rental value (ERV) | 73 - 277 (147) EUR/m² | 67 - 277 (141) EUR/m² |
| | | | Capitalisation rate | 3.91 % - 5.50 % (4.44 %) | 4.00 % - 5.65 % (4.48 %) |
| | | | Discount rate | 4.00 % - 7.49 % (6.17 %) | 4.00 % - 6.74 % (5.21 %) |
| | | | Capitalisation rate of the final net ERV | 4.30 % - 6.60 % (5.31 %) | 4.10 % - 5.50 % (4.79 %) |
| | | | Costs at completion 3 | n/a | n/a |
| | | | Inflation rate | 2.00 % - 3.15 % (2.42 %) | 0.6 % - 2.00 % (1.49 %) |
| | | | Number of m² | 3,469 - 9,450 m² (5,806 m²) | 1,450 - 9,762 m² (5,639 m²) |
| | | | Residual construction costs (EUR/m²) | 0 - 2,710 (762) EUR/m² | 0 - 2,812 (1,178) EUR/m² |
| | | | Estimated construction period (in years) | 0.1 - 2.4 (0.9) | 0.1 - 2.1 (0.9) |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 270
(x 1,000 EUR)
| Asset category | Fair value at 31.12.2022 | Valuation method | Unobservable data 1 | Extreme values (weighted average) at 31.12.2022 | Extreme values (weighted average) at 31.12.2021 |
|---|---|---|---|---|---|
| OFFICES | 1,261,101 | | | | |
| Anwerp | 33,197 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 135 - 170 (167) EUR/m² | 135 - 169 (166) EUR/m² |
| | | | Capitalisation rate | 4.10 % - 6.40 % (6.39 %) | 4.10 % - 6.45 % (6.44 %) |
| | | | Occupancy rate (based on current contracts) | 94 % - 100 % (95 %) | 88 % - 100 % (94 %) |
| | | | Residual length of current lease (in years) | 2.2 - 3.6 (3.3) | 0.2 - 4.0 (3.8) |
| | | | Number of m² | 61 - 9,403 m² (7,833 m²) | 61 - 9,403 m² (7,806 m²) |
| | | | Long-term vacancy (in months) | 3 - 9 (9) | 3 - 9 (9) |
| Brussels CBD | 804,565 | Discounted cash flow | Estimated rental value (ERV) | 201 - 226 (221) EUR/m² | n/a |
| | | | Discount rate | 4.80 % - 6.00 % (5.11 %) | n/a |
| | | | Capitalisation rate of the final net ERV | 4.20 % - 6.50 % (4.88 %) | n/a |
| | | | Inflation rate | 6.50 % | n/a |
| | | | Operating costs | 1 % | n/a |
| | | | Occupancy rate (based on current contracts) | 100 % | n/a |
| | | | Residual length of current lease (in years) | 3.9 - 9.4 (7.0) | n/a |
| | | | Number of m² | 7,522 - 16,725 m² (13,662 m²) | n/a |
| | | | Duration of the initial projection period (in years) | 10 | n/a |
| | | Capitalisation of estimated rental value | Estimated rental value (ERV) | 175 - 276 (240) EUR/m² | 164 - 256 (229) EUR/m² |
| | | | Capitalisation rate | 3.35 % - 6.65 % (4.51 %) | 3.35 % - 6.80 % (4.35 %) |
| | | | Occupancy rate (based on current contracts) | 85 % - 100 % (96 %) | 64 % - 100 % (96 %) |
| | | | Residual length of current lease (in years) | 1.5 - 13.0 (5.1) | 0.1 - 14.0 (5.5) |
| | | | Number of m² | 2,932 - 20,323 m² (10,745 m²) | 2,932 - 20,322 m² (11,611 m²) |
| | | | Long-term vacancy (in months) | 6 - 24 (12) | 6 - 24 (12) |
| Brussels decentralised | 214,673 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 118 - 193 (153) EUR/m² | 107 - 188 (150) EUR/m² |
| | | | Capitalisation rate | 6.40 % - 8.00 % (7.29 %) | 6.00 % - 10.00 % (7.19 %) |
| | | | Occupancy rate (based on current contracts) | 44 % - 100 % (90 %) | 40 % - 100 % (92 %) |
| | | | Residual length of current lease (in years) | 1.8 - 6.3 (3.8) | 0.7 - 7.3 (3.4) |
| | | | Number of m² | 3,868 - 25,746 m² (17,109 m²) | 3,285 - 25,746 m² (15,452 m²) |
| | | | Long-term vacancy (in months) | 9 - 18 (13) | 9 - 36 (14) |
| Brussels periphery/ satellites | 55,737 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 82 - 110 (97) EUR/m² | 82 - 154 (114) EUR/m² |
| | | | Capitalisation rate | 7.40 % - 9.60 % (8.79 %) | 7.75 % - 9.50 % (8.63 %) |
| | | | Occupancy rate (based on current contracts) | 63 % - 100 % (85 %) | 35 % - 100 % (83 %) |
| | | | Residual length of current lease (in years) | 1.3 - 5.8 (2.9) | 1.3 - 6.6 (3.2) |
| | | | Number of m² | 325 - 9,216 m² (5,409 m²) | 325 - 10,022 m² (5,948 m²) |
| | | | Long-term vacancy (in months) | 12 - 36 (20) | 12 - 36 (17) |
| Other regions | 79,827 | Capitalisation of estimated rental value | Estimated rental value (ERV) | 120 - 136 (131) EUR/m² | 120 - 301 (147) EUR/m² |
| | | | Capitalisation rate | 6.00 % - 6.45 % (6.18 %) | 5.75 % - 6.60 % (6.14 %) |
| | | | Occupancy rate (based on current contracts) | 90 % - 100 % (99.2 %) | 94 % - 100 % (99.6 %) |
| | | | Residual length of current lease (in years) | 1.0 - 8.9 (6.2) | 0.5 - 10 (5.4) |
| | | | Number of m² | 1,980 - 19,189 m² (14,168 m²) | 1,980 - 19,189 m² (13,211 m²) |
| | | | Long-term vacancy (in months) | 6 - 12 (9) | 6 - 12 (9) |
| Offices under development 2 | 73,101 | Residual value | Estimated rental value (ERV) | 84 - 266 (204) EUR/m² | 99 - 266 (236) EUR/m² |
| | | | Capitalisation rate of the final net ERV | 4.00 % - 9.35 % (4.31 %) | 4.00 % - 9.35 % (4.95 %) |
| | | | Costs at completion 3 | n/a | n/a |
| | | | Inflation rate | 1.75 % - 2.60 % (1.77 %) | 1.50 % - 1.75 % (1.53 %) |
| | | | Number of m² | 3,735 - 14,713 m² (9,880 m²) | 3,735 - 6,915 m² (6,167 m²) |
PROPERTY OF DISTRIBUTION NETWORKS
| Asset category | Fair value at 31.12.2022 | Valuation method | Unobservable data 1 | Extreme values (weighted average) at 31.12.2022 | Extreme values (weighted average) at 31.12.2021 |
|---|---|---|---|---|---|
| Property of distri- bution networks 4 | 463,046 | Discounted cash flow | Estimated rental value (ERV) | 18 - 455 (102) EUR/m² | 18 - 519 (109) EUR/m² |
| Discount rate | 4.75 % - 6.35 % (6.34 %) | 4.75 % - 6.00 % (5.77 %) | |||
| Capitalisation rate of the final net ERV | 6.90 % - 15.70 % (6.91 %) | 4.43 % - 13.72 % (6.83 %) | |||
| Inflation rate | 2.30 % - 4.00 % (2.31 %) | -1.50 % - 1.50 % (1.25 %) | |||
| Operating costs | 0.00 % - 6.20 % (6.15 %) | 0.00 % - 6.20 % (5.06 %) | |||
| Occupancy rate (based on current contracts) | 100 % | 99.6 % | |||
| Long-term vacancy (% of passing rents) | 0 % - 75 % (1.75 %) | 0 % - 75 % (1.75 %) | |||
| Residual length of current lease (in years) | 1.0 - 12.8 (12.7) | 0.9 - 13.8 (11.8) | |||
| Number of m² | 60 - 1,781 m² (493 m²) | 60 - 1,853 m² (476 m²) | |||
| Duration of the initial projection period (in years) | 1 - 13 (12.9) | 1 - 14 (12.0) | |||
| Capitalisation of estimated rental value | Estimated rental value (ERV) | 18 - 662 (148) EUR/m² | 18 - 662 (145) EUR/m² | ||
| Capitalisation rate | 3.65 % - 15.63 % (5.84 %) | 3.50 % - 13.19 % (5.97 %) | |||
| Occupancy rate (based on current contracts) | 99.98 % | 98.5 % | |||
| Residual length of current lease (in years) | 0.0 - 12.8 (12.5) | 0.9 - 13.8 (12.1) | |||
| Number of m² | 42 - 9,043 m² (860 m²) | 42 - 9,043 m² (797 m²) | |||
| Long-term vacancy (% of passing rents) | 0 % - 75 % (1.75 %) | 0 % - 75 % (1.75 %) | |||
| TOTAL | 6,082,541 |
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 408,305 KEUR of the fair value of the portfolio.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 272
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 all segments but more specifically for single tenant buildings and those with long-term occupancy. For this:
- the remaining economic life of the asset is not formally established, but recognised implicitly via the discounting rate and capitalisation rate at departure (exit yield), including a factor for the ageing of the building. In all cases, this remaining economic life is at least equal to the remaining duration of the current lease agreement;
- the long-term vacancy (or structural vacancy rate) for buildings intended for nursing and care homes is zero because all these assets are fully leased to one tenant (excluding antennas).
The activation method is applied for all segments. For this:
- the remaining economic life of the asset is not formally established, but recognised implicitly by the capitalisation rate used, including a factor for the ageing of the building;
- the long-term vacancy rate (or structural vacancy rate) is generally zero for all assets in operation in the assessed portfolios. If applicable, some short-term vacancy-related corrections are considered;
- the assumptions used for the valuation and any significant changes in value are discussed quarterly between management and the valuers. Other outside sources are also examined.
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 ended between February 2022 and April 2022. Cofinimmo therefore regained full ownership of these buildings.
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, until that date.
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. The Maire 19 building was sold in December 2022, knowing the assignment of receivables for this building would also end in December 2022. Cofinimmo retains ownership of the Colonel Bourg/Kolonel Bourg 124 building in Brussels.
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 usufruct from the Nerviens/Nerviërs 105 building, as well as the lease related to the Colonel Bourg/Kolonel Bourg 124 building does not qualify as finance leases. At the time of disposal, the amount levied by the group, resulting from disposal of future rents, has been recorded as a discount of the property value, as far as the disposal of rents is effective against third parties and, as a consequence, the property market value had to be deducted from the amount of future lease payments sold (see Note 2 : Significant accounting methods, I. Leases, I. The group as lessor, C. Sale of future lease payments under a long lease not qualifying as a finance lease). Although neither specifically foreseen nor forbidden under IAS 40, the writeback of the gross value of the properties, that of the residual value of the future receivables or lease payments sold allows, in the opinion of Cofinimmo’s board of directors, an exact and fair presentation of the value of the properties in the consolidated balance sheet at the time of disposal of the rents. The gross value of the properties corresponds to the independent real estate valuer’s valuation of the properties, as required by article 47 § 1 of the law of 12.05.2014 relating to regulated real estate companies. In order to benefit from nominal rents, the sold receivables not terminated at the moment should be repurchased at their present value from the assignee bank. The actual redemption value of these non-terminated receivables can differ from their present value established at the moment of disposal, due to basic interest rates’ evolution, applied margins on these rates, and expected inflation, as such possibly having an impact on the future rents’ indexation.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 273
Note 23. Breakdown of the changes in the fair value of investment properties (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Properties available for lease | 77,060 | 33,585 |
| Development projects | -4,457 | 841 |
| Assets held for own use | 749 | 116 |
| Assets held for sale | 4,108 | -35 |
| TOTAL | 77,460 | 34,506 |
This section includes the changes in fair value of investment properties and assets held for sale.
Note 24. Intangible assets and other tangible assets (x 1,000 EUR)
| Intangible assets | Other tangible assets | |
|---|---|---|
| 2022 | 2021 | |
| At 01.01 | 2,487 | 2,172 |
| Acquisitions | 544 | 899 |
| IT software | 544 | 899 |
| Office fixtures and fittings | ||
| Right to use according to IFRS 16 | ||
| Depreciation | -658 | -584 |
| IT software | -658 | -584 |
| Office fixtures and fittings | ||
| Right to use according to IFRS 16 | ||
| Disposals | 0 | 0 |
| Office fixtures and fittings | 0 | |
| At 31.12 | 2,374 | 2,487 |
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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 274
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.# I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 275
| (x 1,000 EUR) | 31.12.2022 | 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 accrued and not due | Qualification of fair values |
|---|---|---|---|---|---|---|---|
| NON-CURRENT FINANCIAL ASSETS | |||||||
| 172,337 | 163,360 | 351,970 | 0 | ||||
| Hedging instruments | 172,337 | 172,337 | 0 | Level 2 | |||
| Derivative instruments | 172,337 | 172,337 | 0 | Level 2 | |||
| Credits and receivables | 163,360 | 179,633 | 0 | ||||
| Non-current finance lease receivables | 161,534 | 177,807 | 0 | Level 2 | |||
| Trade receivables and other non- current assets | 1,827 | 1,827 | 0 | Level 2 | |||
| CURRENT FINANCIAL ASSETS | |||||||
| 642 | 65,942 | 67,001 | 0 | ||||
| Hedging instruments | 642 | 642 | 0 | Level 2 | |||
| Derivative instruments | 642 | 642 | 0 | Level 2 | |||
| Credits and receivables | 46,331 | 46,748 | 0 | ||||
| Current finance lease receivables | 4,139 | 4,556 | 0 | Level 2 | |||
| Trade receivables | 39,483 | 39,483 | 0 | Level 2 | |||
| Other | 2,709 | 2,709 | 0 | Level 2 | |||
| Cash and cash equivalents | 19,611 | 19,611 | 0 | Level 2 | |||
| TOTAL | 0 | 172,979 | 229,303 | 418,971 | 0 |
| (x 1,000 EUR) | 31.12.2022 | 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 accrued and not due | Qualification of fair values |
|---|---|---|---|---|---|---|---|
| NON-CURRENT FINANCIAL LIABILITIES | 365 | 1,504 | 2,003,036 | 1,767,761 | 6,391 | ||
| Non-current financial debts | 365 | 1,989,466 | 1,752,687 | 6,391 | |||
| Bons | 1,116,885 | 894,597 | 5,332 | Level 2 | |||
| Convertible bonds | 0 | Level 1 | |||||
| Mandatory convertible bonds (MCB) | 365 | 365 | 0 | Level 2 | |||
| Lease liability | 913 | 913 | 0 | Level 2 | |||
| Credit institutions | 785,391 | 775,672 | 354 | Level 2 | |||
| Long-term commercial paper | 76,000 | 70,863 | 705 | Level 2 | |||
| Rent guarantees received | 10,277 | 10,277 | 0 | Level 2 | |||
| Other non-current financial liabilities | 1,504 | 13,570 | 15,074 | ||||
| Derivative instruments | 1,504 | 1,504 | 0 | Level 2 | |||
| Other | 13,570 | 13,570 | 0 | Level 3 | |||
| CURRENT FINANCIAL LIABILITIES | 0 | 0 | 935,939 | 935,939 | 0 | ||
| Current financial debts | 0 | 0 | 880,032 | 880,032 | 0 | ||
| Commercial paper | 847,500 | 847,500 | 0 | Level 2 | |||
| Bonds | 0 | 0 | 0 | Level 2 | |||
| Convertible bonds | Level 1 | ||||||
| Credit institutions | 32,527 | 32,527 | 0 | Level 2 | |||
| Other | 4 | 4 | 0 | Level 2 | |||
| Other current financial liabilities | 0 | 0 | 0 | ||||
| Derivative instruments | 0 | 0 | 0 | Level 2 | |||
| Trade debts | 55,907 | 55,907 | 0 | Level 2 | |||
| TOTAL | 365 | 1,504 | 2,938,975 | 2,703,700 | 6,391 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 276
| (x 1.000 EUR) | 31.12.2021 | 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 accrued and not due | Qualification of fair values |
|---|---|---|---|---|---|---|---|
| NON-CURRENT FINANCIAL ASSETS | 7,541 | 149,686 | 236,158 | 0 | |||
| Hedging instruments | 7,541 | 7,541 | 0 | Level 2 | |||
| Derivative instruments | 7,541 | 7,541 | 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 | Level 2 | |||
| Derivative instruments | 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 |
| (x 1,000 EUR) | 31.12.2021 | 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 accrued and not due | Qualification of fair values |
|---|---|---|---|---|---|---|---|
| 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 | |||
| Bons | 618,259 | 614,868 | 647 | Level 2 | |||
| Convertible bonds | 0 | Level 1 | |||||
| Mandatory convertible bonds (MCB) | 1,079 | 1,079 | 0 | Level 2 | |||
| Lease liability | 838 | 838 | 0 | Level 2 | |||
| Credit institutions | 771,733 | 774,853 | 94 | Level 2 | |||
| Long-term commercial paper | 59,000 | 59,641 | 277 | Level 2 | |||
| Rent guarantees received | 11,609 | 11,609 | 0 | Level 2 | |||
| Other non-current financial liabilities | 54,628 | 11,678 | 66,305 | ||||
| Derivative instruments | 54,628 | 54,628 | 0 | Level 2 | |||
| Other | 11,678 | 11,678 | 0 | Level 3 | |||
| CURRENT FINANCIAL LIABILITIES | 0 | 310 | 1,143,986 | 1,145,102 | 2,832 | ||
| Current financial debts | 0 | 0 | 1,097,335 | 1,098,140 | 2,832 | ||
| Commercial paper | 780,500 | 780,500 | 0 | Level 2 | |||
| Bonds | 190,000 | 190,805 | 2,832 | Level 2 | |||
| Convertible bonds | Level 1 | ||||||
| Credit institutions | 126,830 | 126,830 | 0 | Level 2 | |||
| Other | 5 | 5 | 0 | Level 2 | |||
| Other current financial liabilities | 310 | 310 | 0 | ||||
| Derivative instruments | 310 | 310 | 0 | Level 2 | |||
| Trade debts | 46,651 | 46,651 | 0 | Level 2 | |||
| TOTAL | 1,079 | 54,938 | 2,617,104 | 2,674,295 | 3,850 |
Monetary and non-monetary changes in financial liabilities
| (x 1,000 EUR) | 31.12.2021 | Acquisitions/ | Interests accrued and not due / IFRS 16 | Changes in fair value | 31.12.2022 |
|---|---|---|---|---|---|
| NON-CURRENT FINANCIAL LIABILITIES | 1,530,144 | 518,739 | -14,343 | -260,388 | 1,774,152 |
| Non-current financial debts | 1,463,907 | 518,739 | -16,303 | -207,265 | 1,759,078 |
| Bonds | 615,515 | 497,930 | 4,685 | -218,201 | 899,929 |
| Mandatory Convertible Bonds (MCB) | 1,079 | -714 | 365 | ||
| Lease liability | 838 | 0 | 75 | 913 | |
| Credit institutions | 774,947 | 21,981 | -20,903 | 776,025 | |
| Long-term commercial paper | 59,918 | 11,650 | 71,568 | ||
| Rental guarantees received | 11,609 | -1,172 | -160 | 10,277 | |
| Other non-current financial debts | 66,237 | 0 | 1,960 | -53,123 | 15,074 |
| Derivative instruments | 54,628 | -53,123 | 1,504 | ||
| Other | 11,609 | 1,960 | 13,570 | ||
| CURRENT FINANCIAL LIABILITIES | 1,147,933 | -217,303 | 6,425 | -1,116 | 935,939 |
| Current financial debts | 1,100,972 | -217,303 | -2,831 | -806 | 880,032 |
| Commercial paper | 780,500 | 67,000 | 847,500 | ||
| Bond | 193,637 | -190,000 | -2,831 | -806 | 0 |
| Credit institutions | 126,830 | -94,303 | 32,527 | ||
| Other | 5 | 0 | 4 | ||
| Other current financial liabilities | 310 | 0 | 9,256 | -310 | 0 |
| Derivative instruments | 310 | -310 | 0 | ||
| Trade debts | 46,651 | 0 | 9,256 | 55,907 | |
| TOTAL | 2,678,077 | 301,436 | -7,918 | -261,504 | 2,710,091 |
Fair value of financial assets and liabilities
Some financial instruments (derivative instruments, convertible bonds) are measured at fair value after their initial entry in the balance sheet. The other financial instruments are measured at amortised cost and their fair value is given in the appendix (see table above). The fair value of financial instruments can be presented at three levels (1 to 3). The level allocation depends on the level of observability of the variables used for the evaluation of the instrument, namely :
- the level 1 fair value measurements are those derived from listed prices (unadjusted) in active markets for similar assets or liabilities ;
- the level 2 fair value measurements are those established using observable data for the assets or liabilities concerned. These data may be either ‘direct’ (prices, other than those covered by level 1) or ‘indirect’ (data derived from prices) ;
- the level 3 fair value measurements are those that are not based on observable market data for the assets or liabilities in question.
Level 1
The convertible bonds issued by Cofinimmo are subject to a level 1 valuation.
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.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 277
| Lease liability (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Lease liability at 31.12.2021 | 838 | 697 |
| Change in principal | 75 | 141 |
| Lease liability at 31.12.2022 | 913 | 838 |
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) | 2022 | 2021 |
|---|---|---|
| At floating rate | 1,521,614 | 1,543,451 |
| in EUR | 1,477,000 | 1,496,800 |
| in GBP (equivalent in EUR) | 44,197 | 46,651 |
| At fixed rate | 1,337,056 | 1,009,311 |
| in EUR | 1,337,056 | 1,009,311 |
| in GBP (equivalent in EUR) | 0 | 0 |
| TOTAL | 2,858,254 | 2,552,762 |
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. 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. Following the issuance of fixed-rate commercial paper for 7 years in May 2022, Cofinimmo subscribed on the day of the issuance, an IRS allowing to receive a fixed rate against payment of a floating rate until 2029 (17 million EUR). During the second quarter of 2022, Cofinimmo has made several purchases of floors in order to convert IRS into caps for 2023 (350 million EUR).# 5. Financial Risk Management
5.1. Interest Rate Risk
The conversion of the IRS into caps enables to retain protection against rising interest rates above the level of the fixed IRS rate, while retaining the possibility of benefiting from short-term interest rates below the level of the fixed IRS rate. In January 2023, Cofinimmo increased its hedging by subscribing to IRS for a total amount of 75 million EUR for the years 2026-2029. The banks that sign these IRS or cap contracts are usually different from those providing the funds. 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, and have not been documented for hedging. 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 278
Summary of the potential effects, on equity and on the income statement, of a 1 % change in the interest rate based on the year-end situation (x 1,000,000 EUR)
| Year | Change | Income statement | Shareholders’ equity |
|---|---|---|---|
| 2022 | +1.0 % | 1.69 | 0.00 |
| 2021 | +1.0 % | 0.44 | 0.00 |
| 2022 | -1.0 % | -1.74 | 0.00 |
| 2021 | -1.0 % | 0.59 | 0.00 |
The table above shows that a 1 % increase in interest rates would result in a loss of 1.69 million EUR whereas it would have generated a gain of 0.44 million EUR in 2021. Moreover, a loss of 1.74 million EUR would have resulted from a 1 % decrease in interest rates whereas it would have resulted in a gain of 0.59 million EUR in 2021. While the equity is not directly affected by the change of interest rate. In a context where interest rates are now positive, the difference between 2021 and 2022 in the event of an increase in rates is mainly explained by the level of hedging being higher at the end of 2022 than in the previous financial year.
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 Cofinimmo 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 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. At present, Cofinimmo is therefore not very sensitive to exchange rate risk. 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 2022, 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.
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 de liquidité aux échéances (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Between one and two years | 46,816 | 417,987 |
| Between two and five years | 777,982 | 686,781 |
| Beyond five years | 1,302,144 | 720,290 |
| TOTAL | 2,126,942 | 1,825,058 |
Long-term undrawn loan facilities (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Expiring within one year | 66,000 | 0 |
| Expiring after one year | 1,560,328 | 1,636,474 |
Collateralisation
At 31.12.2022, the carrying amount of the pledged financial assets was 58,114,926.33 EUR (2021 : 55,966,707.44 EUR). The terms and conditions of the pledged financial assets are detailed in Note 38. During 2022, there were no payment defaults on loan agreements nor violations of the terms of these agreements.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 279
C. Derivative financial instruments
Types of derivative financial instruments relating to interest rates
As at 31.12.2022, the group uses IRS, caps (interest rate options with a predefined maximum level) and floors (interest rate options with a predefined minimum 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.
Floors
A floor is an interest rate option whereby Cofinimmo, in exchange for a single premium, receives a variable interest rate if the latter falls below a certain threshold (e.g. 0 %) for a specified future period. The floors are detailed in the table on the following page.
Floating-rate loans at 31.12.2022 hedged by derivative financial instruments
As detailed in the table below, floating rate debt (1,530 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 (2,881 million EUR).
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| FINANCIAL DEBTS | 2,880,537 | 2,568,066 |
| Convertible bonds | ||
| Bonds at fixed rate | -1,125,000 | -815,000 |
| Bonds convertible into shares (minimum fixed coupon) | -5,585 | -6,286 |
| Loans at fixed rate | -180,000 | -180,000 |
| Commercial paper at fixed rate | -32,000 | -15,000 |
| Other (accounts receivable, rental guarantees received, accrued interests not due) | -7,827 | -8,313 |
| DEBTS AT FLOATING RATE COVERED BY DERIVATE FINANCIAL INSTRUMENTS | 1,530,125 | 1,543,466 |
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 31.12.2022, Cofinimmo had floating-rate debt in the notional amount of 1,530 million EUR. This amount was hedged against interest rate risk by IRS for a notional amount of 573 million EUR and by caps for a notional amount of 950 million EUR. Cofinimmo expects its portfolio to be partially financed by debt, at least from 2023 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 280
2022 interest rate derivative financial instruments (strike and notional) (x 1.000 EUR)
| Start Period | Active/ forward | Instrument | Strike | EURIBOR 1 M | Notional |
|---|---|---|---|---|---|
| 2022 | Active | IRS | 1.31 % | 75,000,000 | |
| 2022 | Active | IRS | 1.32 % | 75,000,000 | |
| 2023 | Forward | IRS | 1.18 % | 25,000,000 | |
| 2023 | Forward | IRS | 1.10 % | 25,000,000 | |
| 2023 | Forward | IRS | 1.15 % | 50,000,000 | |
| 2023 | Forward | IRS | 1.18 % | 50,000,000 | |
| 2023 | Forward | IRS | 1.12 % | 50,000,000 | |
| 2022 | Active | IRS | 1.70 % | 100,000,000 | |
| 2022 | Active | IRS | 1.79 % | 150,000,000 | |
| 2022 | Active | IRS | 0.24 % | 50,000,000 | |
| 2023 | Forward | IRS | 0.95 % | 75,000,000 | |
| 2025 | Forward | IRS | 0.91 % | 100,000,000 | |
| 2025 | Forward | IRS | 0.72 % | 100,000,000 | |
| 2023 | Forward | IRS (floored) | 0.71 % | 40,000,000 | |
| 2024 | Forward | IRS | 0.96 % | 40,000,000 | |
| 2025 | Forward | IRS | 1.17 % | 40,000,000 |
Obligation of liquidity at maturity, related to derivative financial instruments (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Between one and two years | 51,092 | -22,996 |
| Between two and five years | 73,465 | -23,921 |
| Beyond five years | 33,042 | -5,950 |
| TOTAL | 157,599 | -52,867 |
The above table mainly reflects the increase in the earnings on hedges following the significant increase expected in floating rates 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)
31.12.2022
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | Net amount of financial assets presented in the position of the financial assets | Amounts not offset in the statement of financial position | Net amount | |
|---|---|---|---|---|---|
| Financial instruments | |||||
| Guarantees received in cash | |||||
| Financial assets | |||||
| CAP | 30,013 | 30,013 | 30,013 | 0 | 0 |
| IRS | 142,966 | 142,966 | 142,966 | 0 | 0 |
| TOTAL | 172,979 | 0 | 172,979 | 0 | 172,979 |
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | Net amount of financial assets presented in the position of the financial assets | Amounts not offset in the statement of financial position | Net amount | |
|---|---|---|---|---|---|
| Financial instruments | |||||
| Guarantees received in cash | |||||
| Financial liabilities | |||||
| IRS | 1,504 | 1,504 | 1,504 | 0 | 0 |
| TOTAL | 1,504 | 0 | 1,504 | 0 | 1,504 |
31.12.2021
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | Net amount of financial assets presented in the position of the financial assets | Amounts not offset in the statement of financial position | Net amount | |
|---|---|---|---|---|---|
| Financial instruments | |||||
| Guarantees received in cash | |||||
| Financial assets | |||||
| CAP | 3,477 | 3,477 | 3,477 | 0 | 0 |
| IRS | 4,064 | 4,064 | 4,064 | 0 | 0 |
| TOTAL | 7,541 | 0 | 7,541 | 0 | 7,541 |
| Gross amount of recognised financial assets | Gross amount of financial assets offset in the statement of financial position | Net amount of financial assets presented in the position of the financial assets | Amounts not offset in the statement of financial position | Net amount | |
|---|---|---|---|---|---|
| Financial instruments | |||||
| Guarantees received in cash | |||||
| Financial liabilities | |||||
| IRS | 54,938 | 54,938 | 54,938 | 0 | 0 |
| TOTAL | 54,938 | 0 | 54,938 | 0 | 54,938 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 282
Summary of derivative financial instruments active at 31.12.2022
| Option | Period | Exercise prise | Floating rate | Currency | 2022 notional (x 1,000 EUR) | Held for trading |
|---|---|---|---|---|---|---|
| IRS | 2022 | 1.31 % | 1 M | EUR | 75,000 | |
| IRS | 2022 | 1.32 % | 1 M | EUR | 75,000 | |
| IRS | 2022 - 2023 - 2024 | 1.70 % | 1 M | EUR | 100,000 | |
| IRS | 2022 - 2023 - 2024 | 1.79 % | 1 M | EUR | 150,000 | |
| IRS | 2022 | 0.24 % | 1 M | EUR | 50,000 | |
| IRS | 2022 - 2023 - 2024 - 2025 | 0.61 % | SONIA 3 M | GBP | 20,000 | |
| IRS | 2022 - 2023 - 2024 - 2025 - 2026 - 2027 - 2028 | 1.48 % | 1 M | EUR | -17,000 | |
| IRS (floored) | 2022 - 2023 | 0.45 % | 1 M | EUR | 50,000 | |
| IRS (floored) | 2022 - 2023 - 2024 | 0.38 % | 1 M | EUR | 50,000 | |
| CAP | 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2022 | 0.00 % | 1 M | EUR | 50,000 | |
| CAP | 2022 - 2023 - 2024 | 0.00 % | 1 M | EUR | 100,000 | |
| CAP | 2022 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2022 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2022 - 2023 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2022 - 2023 | 0.50 % | 1 M | EUR | 100,000 | |
| CAP | 2022 - 2023 - 2024 - 2025 | 0.50 % | 1 M | EUR | 200,000 |
D. Management of capital
As a result of article 13 of the royal decree of 13.07.2014 on RRECs, the public RREC must, where the consolidated debt-to-assets ratio exceeds 50 % of the consolidated assets, draw up a financial plan accompanied by a time frame, detailing the measures taken to prevent this debt-to-assets ratio from exceeding 65 % of the consolidated assets. This financial plan is subject to a special auditor’s report confirming that the latter has verified the method for drawing up the plan, namely with regard to its economic bases, and that the figures it contains are coherent with the public RREC’s accounts. The annual and half-yearly financial reports must justify the way in which the financial plan has been executed during the period in question and the way in which the RREC intends to execute the plan in the future.
Evolution of the debt-to-assets ratio
As at 31.03.2022, 30.06.2022 and 30.09.2022, the debt ratio reached 44.2 %, 46.2 % and 46.2 % respectively, remaining below 50 %. As at 31.12.2022, the debt-to-assets ratio stood at 45.6 %.
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 31 st 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.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 283
Note 26. Non-current financial assets and finance lease receivables
Non-current financial assets (x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Derived instruments | 172,337 | 7,541 |
| Other non-current financial assets | 26,478 | 28,604 |
| Receivables towards associates | 14,179 | 12,684 |
| Other | 12,299 | 15,920 |
| TOTAL | 198,814 | 36,145 |
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 4.3 % for 2022 (2021 : 4.4 %). During the 2022 financial year, conditional rents (indexations) were recorded as revenues of the period for 0.01 million EUR (2021 : 0.01 million EUR).(x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| less than one year | 8,975 | 8,001 |
| more than one year but less than two years | 8,826 | 8,034 |
| more than two years but less than three years | 8,641 | 8,218 |
| more than three years but less than four years | 8,637 | 7,937 |
| more than four years but less than five years | 8,758 | 7,884 |
| more than five years | 253,744 | 245,683 |
| Minimum lease payments | 297,580 | 285,756 |
| Deferred financial income | -131,907 | -134,091 |
| Discounted value of minimum lease payments | 165,673 | 151,666 |
| Non-current finance lease receivables | 161,534 | 147,999 |
| more than one year but less than two years | 4,418 | 3,801 |
| more than two years but less than three years | 4,543 | 3,946 |
| more than three years but less than four years | 4,677 | 4,061 |
| more than four years but less than five years | 4,856 | 4,186 |
| more than five years | 143,040 | 132,005 |
| Current finance lease receivables | 4,139 | 3,667 |
Note 27. Assets held for sale
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| At 01.01 | 39,846 | 3,320 |
| Investments | 152 | 0 |
| Disposals | -10,134 | -56,781 |
| Change in fair value | 4,108 | -35 |
| Transfer to investment properties | 83,297 | 93,343 |
| At 31.12 | 117,270 | 39,846 |
All the assets held for sale are investment properties.
1. The line ‘Other’ represents advance payments for the acquisition of investment properties under construction
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 284
Note 28. Current trade receivables
| Gross trade receivables (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Gross trade receivables which are due but not provisioned | 14,105 | 16,849 |
| Gross trade receivables which are not due | 25,087 | 17,810 |
| Bad and doubtful receivables | 1,851 | 587 |
| Provisions for the impairment of receivables (-) | -1,559 | -411 |
| TOTAL | 39,483 | 34,835 |
During the financial year ending on 31.12.2022, the group recognised writedowns on trade receivables of 1,377 KEUR (23 KEUR in 2021). 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) | 2022 | 2021 |
|---|---|---|
| Due under 60 days | 6,086 | 5,021 |
| Due within 60 to 90 days | 1,769 | 2,565 |
| Due beyond 90 days | 6,250 | 9,263 |
| TOTAL | 14,105 | 16,849 |
| Provisions for doubtful debts (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| At 01.01 | 411 | 343 |
| Use | -210 | 75 |
| Provisions charged to the income statement | 1,377 | 23 |
| Writebacks credited to the income statement | -18 | -30 |
| au 31.12 | 1,559 | 411 |
Note 29. Tax receivables and other current assets
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Taxes | 31,882 | 41,639 |
| Taxes | 21,670 | 24,788 |
| Regional taxes | 1,193 | 4,171 |
| Withholding taxes | 9,018 | 12,680 |
| Other | 11,058 | 8,929 |
| TOTAL | 42,940 | 50,568 |
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 285
Note 30. Deferred charges and accrued income – assets
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Outstanding income from property | 3,908 | 4,603 |
| Rent-free periods and incentives granted to tenants to be spread | 3,655 | 3,924 |
| Prepaid property charges | 8,597 | 30,566 |
| Prepaid interests and other financial charges | 5,139 | 3,555 |
| TOTAL | 21,299 | 42,648 |
Note 31. Provisions
| (x 1.000 EUR) | 2022 | 2021 |
|---|---|---|
| At 01.01 | 27,220 | 25,360 |
| Provisions charged to the income statement | 4,410 | 1,812 |
| Accretion of provisions charged to the income statement | -1,072 | 1,454 |
| Uses | -6,256 | -1,405 |
| Provision writebacks credited to the income statement | 0 | 0 |
| At 31.12 | 24,302 | 27,220 |
Group provisions (24,302 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 19,623 KEUR (2021 : 23,181 KEUR) ;
• legal provisions to face its potential commitments vis-à-vis tenants or third parties for 4,679 KEUR (2021 : 4,039 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) | 2022 | 2021 |
|---|---|---|
| EXIT TAX | 0 | 0 |
| DEFERRED TAXES | 61,776 | 55,022 |
| Property of distribution networks in the Netherlands | 29,408 | 29,952 |
| Pubstone Properties | 29,408 | 29,952 |
| Healthcare real estate in France | 6,389 | 8,211 |
| Cofinimmo's branch office | 6,389 | 8,211 |
| Healthcare real estate in Germany | 18,235 | 14,193 |
| Healthcare real estate - Other | 7,744 | 2,666 |
| TOTAL | 61,776 | 55,022 |
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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 286
Note 33. Trade debts and other current debts
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| TRADE DEBTS | 55,907 | 46,651 |
| OTHER CURRENT DEBTS | 76,513 | 102,260 |
| Exit Tax | 2,604 | 6,704 |
| Taxes, social charges and salaries debts | 34,109 | 58,024 |
| Taxes | 30,614 | 56,151 |
| Social charges | 878 | 178 |
| Salaries debts | 2,617 | 1,695 |
| Other | 39,801 | 37,532 |
| Dividend coupons | 3,451 | 3,312 |
| Provisions for withholding taxes and other taxes | 13,100 | 14,103 |
| Miscellaneous | 23,249 | 20,117 |
| TOTAL | 132,421 | 148,911 |
Note 34. Accrued charges and deferred income – liabilities
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Rental income received in advance | 18,326 | 20,886 |
| Interests and other charges accrued and not due | 3,202 | 2,298 |
| Other | 936 | 400 |
| TOTAL | 22,464 | 23,585 |
Note 35. Non-cash charges and income
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Charges and income related to operating activities | -61,295 | -8,333 |
| Changes in the fair value of investment properties | -77,460 | -34,506 |
| Writeback of lease payments sold and discounted | -6,124 | -7,262 |
| Movements in provisions and stock options | -2,918 | 1,861 |
| Depreciation/Writedowns (or writebacks) on intangible and tangible assets | 3,193 | 1,418 |
| Exit tax | 118 | 1,945 |
| Deferred taxes | 6,010 | 8,034 |
| Goodwill impairment | 14,290 | 5,200 |
| Rent-free periods | 264 | -1,103 |
| Minority interests | 370 | 2,666 |
| Other | 1,702 | 13,415 |
| Charges and income related to financing activities | -214,274 | -44,972 |
| Changes in the fair value of financial assets and liabilities | -212,447 | -43,272 |
| Other | -1,827 | -1,700 |
| TOTAL | -275,569 | -53,305 |
- 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.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 287
Note 36. Changes in working capital requirements
| (x 1,000 EUR) | 2022 | 2021 |
|---|---|---|
| Movements in asset items | -111 | -15,304 |
| Trade receivables | -3,995 | -4,573 |
| Tax receivables | 2,499 | -4,773 |
| Other short-term assets | 5,331 | 853 |
| Deferred charges and accrued income | -3,946 | -6,810 |
| Movements in liability items | -15,072 | 81 |
| Trade debts | -9,426 | -3,345 |
| Taxes, social charges and salaries debts | -3,630 | 2,431 |
| Other current debts | -2,160 | 1,489 |
| Accrued charges and deferred income | 143 | -493 |
| TOTAL | -15,184 | -15,223 |
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 2022 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 | BE | FR | NL | DE | Other | Total |
|---|---|---|---|---|---|---|---|---|---|
| Properties available to rent | |||||||||
| Direct properties | 973 | 26,939 | 19,615 | 160,647 | 46,399 | 254,573 | |||
| Properties against shares | 34,091 | ||||||||
| Companies against cash | 5,115 | 23,947 | 33,237 | 62,299 | |||||
| Companies against shares | 4,616 | 4,616 | |||||||
| Subtotal | 39,680 | 26,939 | 24,730 | 184,593 | 79,636 | 0 | 0 | 355,579 | |
| Development projects | |||||||||
| Direct properties | 425 | 3,051 | 15,667 | 19,143 | |||||
| Properties against shares | 0 | ||||||||
| Companies against cash | 1,753 | 1,753 | |||||||
| Companies against shares | 17,814 | 17,814 | |||||||
| Subtotal | 18,239 | 0 | 3,051 | 0 | 17,420 | 0 | 0 | 38,710 | |
| TOTAL | 57,919 | 26,939 | 27,781 | 184,593 | 97,057 | 0 | 0 | 394,289 |
The amount of 273,717 KEUR booked on the statement of cash flows under the heading ‘Acquisitions of investment properties’ comprises the sum of the direct property acquisitions.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 288
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 | BE | FR | NL | DE | Other | Total |
|---|---|---|---|---|---|---|---|---|---|
| Development projects | 11,370 | 9,134 | 24,617 | 165 | 76,974 | 3,984 | 54 | 126,297 | |
| TOTAL | 11,370 | 9,134 | 24,617 | 165 | 76,974 | 3,984 | 54 | 126,297 | |
| Amount paid in cash | 8,357 | 9,935 | 24,353 | 68 | 67,159 | 4,164 | 107 | 114,143 | |
| Change in provisions | 3,013 | -801 | 264 | 97 | 9,814 | -180 | -53 | 12,155 | |
| TOTAL | 11,370 | 9,134 | 24,617 | 165 | 76,974 | 3,984 | 54 | 126,297 |
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.```markdown
(x 1,000 EUR) | Healthcare real estate | Offices | Property of distribution networks | Total | BE | FR | NL | DE | Others |
|---|---|---|---|---|---|---|---|---|---|
| Properties available for rent | 3,231 | 5,389 | 2,754 | 3,976 | 2,127 | 4,893 | 5,094 | 27,464 |
| Assets held for own use | 62 | | | | | | | | 62 |
| Assets held for sale | 152 | | | | | | | | 152 |
| TOTAL | 3,231 | 5,389 | 2,754 | 3,976 | 2,127 | 5,107 | 5,094 | 27,678 |
| Amount paid in cash | 2,154 | 4,349 | 3,571 | 3,926 | 2,801 | 5,432 | 4,867 | 27,099 |
| Change in provisions | 1,077 | 1,040 | -816 | 50 | -674 | -325 | 227 | 580 |
| TOTAL | 3,231 | 5,389 | 2,754 | 3,976 | 2,127 | 5,107 | 5,094 | 27,678 |
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 |
|---|---|---|---|---|---|---|---|---|---|
| Immeubles de placement | |||||||||
| Net book value | 2,520 | 357 | 0 | 70,355 | 49,270 | 122,502 | |||
| Result on the disposal of assets | 1,314 | -169 | 25 | 0 | -1,707 | 2,605 | 2,068 | ||
| Net sale price received | 3,834 | 187 | 25 | 0 | 68,648 | 51,875 | 124,570 | ||
| Assets held for sale | |||||||||
| Net book value | 4,050 | 0 | 3,469 | 2,615 | 10,134 | ||||
| Result on transfer of assets | 605 | 0 | 718 | 97 | 1,419 | ||||
| Net sales price received | 4,655 | 0 | 4,186 | 2,712 | 11,553 | ||||
| Development projects | |||||||||
| Net book value | 5,075 | 0 | 546 | 5,622 | |||||
| Result on the disposal of assets | 587 | 0 | 419 | 1,006 | |||||
| Net sales price received | 5,663 | 0 | 965 | 6,628 | |||||
| TOTAL | 5,663 | 8,490 | 187 | 25 | 0 | 73,799 | 54,587 | 142,751 |
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 289
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). With regard to the transfer of the finance lease debt vis-à-vis Justinvest Antwerpen SA/ NV to an external trustee (JPA Properties SPRL/BVBA administered by Intertrust Belgium) concerning the construction cost of the courthouse of Antwerp, the liquidities transferred to JPA have been pledged in favour of Cofinimmo SA/NV. The benefit of the pledge has been transferred in favour of a bank, under certain conditions.
- As part of the assignment of lease receivables or annual lease payments relating to current agreements with the Buildings Agency (Belgian Federal State) on the Colonel Bourg/Kolonel Bourg 124 building as well as the current lease with the City of Antwerp on the fire station, the shares of Bestone SA/NV have been pledged in favour of a bank under certain conditions.
- In the context of other assignments of lease receivables, Cofinimmo has taken various commitments and granted certain guarantees, namely with regard to the assignment of the investment receivables of the prison in Leuze after the execution of the works.
Call options/preferential rights
- With regard to the leases signed with the Buildings Agency (Belgian Federal State) relating to, among other properties, the courthouse of Antwerp and the police station of Termonde/Dendermonde, a call option has been granted in favour of the Agency, which, at the end of the lease, can leave the premises, extend the contract or buy the building.
- Cofinimmo has granted a call option to the HEKLA Police Zone in Antwerp on the property granted under leasehold to this entity, to be taken up on the expiry of the leasehold.
- The Cofinimmo group is committed to and benefits from, on behalf of its subsidiaries Pubstone and Pubstone Properties, a preferential right on future developments (hospitality industry) to be realised in partnership with AB InBev, and AB InBev benefits from a preferential right on future developments (hospitality industry).
- Cofinimmo (and Pubstone group) is committed to and benefits from preferential rights on the shares of Pubstone SA/NV and Pubstone group ; and InBev Belgium benefits from a purchase right on the shares of Pubstone SA/NV and Pubstone group.
- Leopold Square and InBev Belgium benefit reciprocally from a preferential right on the shares of Pubstone Properties.
- Cofinimmo benefits from a call option on shares in companies holding real estate in Germany.
- 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 preferential rights of first refusal, at market value, on the residual rights of ownership of offices buildings in Brussels.
- Cofinimmo has granted a put options and has been granted call options (cross option agreement) on an office building located in Brussels.
- Cofinimmo has call options on subsoil for which the leasehold rights to which they are encumbered - relating to buildings for nursing homes - are held by subsidiaries of Cofinimmo.
- Cofinimmo has been granted a call option and granted a put option (exercisable in 2023) on the shares of a French real estate company by and in favour of another shareholder of this company. It also has a pre-emptive right in the event that the other shareholders would sell their shares.
- In the context of its equity investment in a Belgian property company, Cofinimmo became the holder, in the same way as the other shareholders and under certain conditions, of a preferential right, a pre-emptive right, a follow-on right, a follow-on obligation, a put option and a call option relating to the company’s shares.
Financing operations
- Cofinimmo has entered into various commitments not to undertake certain actions (‘negative pledge’) at the end of various financing contracts.
- Cofinimmo is committed to find a buyer for the Notes maturing in 2027 and issued by Cofinimmo Lease Finance (see page 42 of the 2001 annual financial report) in the event that a withholding tax would be applicable on the interest on these Notes due to a change in tax legislation affecting a holder residing in Belgium or the Netherlands.
- 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 290
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 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 2022, Cofinimmo signed an agreement with operator Armonea relating to the renovation and extension of the nursing and care home Douce Quiétude in Marche-en-Famenne. The project consists in the demolition and reconstruction of a long disused building, as well as the partial renovation of other buildings on the site. Residents will remain on-site during the works. The estimated budget for the works amounts to 8 million EUR.
On 03.10.2022, Cofinimmo Offices SA/NV signed a private agreement to acquire the office building located rue de la Loi/Wetstraat 89 in Brussels for approximately 7 million EUR.
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 17 million EUR.
In the Netherlands
On 28.04.2022, Cofinimmo acquired, through a subsidiary, a plot of land in the Dutch province of North Brabant on which a nursing and care home is currently under construction. The investment budget (including plot of land and the works) amounts to approximately 26 million EUR.
```# I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 291
Note 39. Ongoing development projects
The group has ongoing development projects of approximately 462 million EUR (31.12.2021 : 477 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).
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 292
List of fully consolidated subsidiaries
GERMANY
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|---|
| COFINIMMO DIENSTLEISTUNGS-GmbH | 100 | 100 | |
| Registered address : Frankfurt-am-Main HRB 114372 | |||
| Business address : Guiollettstraße 48 – D-60325 Frankfurt-am-Main | |||
| GESTONE BICKENBACH GmbH & Co. KG | 100 | 100 | |
| Registered address : Hamburg HRA 127143 (ongoing transfer towards Frankfurt-am-Main) | |||
| Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| GESTONE DEUTSCHLAND GmbH | 100 | 100 | |
| Registered address : Frankfurt-am-Main HRB 115151 | |||
| Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| STERN BETEILIGUNGS GmbH | 100 | 100 | |
| Registered address : Frankfurt-am-Main HRB 112550 | |||
| Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | |||
| GESTONE GP GmbH | 100 | 100 | |
| Registered address : Frankfurt-am-Main HRB 122350 | |||
| 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 %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|---|
| BEIRESTONE 1 SA/NV | 100 | 100 | |
| 0759 959 564 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| BENOSTONE CO 1 SA/NV | 100 | 100 | |
| 0755 869 827 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| BESTONE SA/NV | 100 | 100 | |
| 0670 681 160 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| BUILDING GREEN ONE SA/NV | 100 | 100 | |
| 0501 599 965 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| COFINIMMO OFFICES SA/NV | 100 | 100 | |
| 0755 538 641 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| COFINIMMO SERVICES SA/NV | 100 | 100 | |
| 0437 018 652 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| COPADE SA/NV | 100 | 100 | |
| 0631 930 353 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| COUVENT DE LA CHARTREUSE SA/NV | 100 | 100 | |
| 0822 171 901 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| FPR LEUZE SA/NV | 100 | 100 | |
| 0839 750 279 Boulevard de la Woluwe 58 – 1200 Brussels | |||
| GECARE 1 SA/NV | 100 | 100 | |
| 0720 629 826 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 10 SA/NV | 100 | 100 | |
| 0751 676 853 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 11 SA/NV | 100 | 100 | |
| 0751 677 150 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 12 SA/NV | 100 | 100 | |
| 0751 677 348 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 13 SA/NV | 100 | 100 | |
| 0722 900 319 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 7 SA/NV | 100 | 100 | |
| 0748 688 857 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 8 SA/NV | 100 | 100 | |
| 0751 676 556 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE CO 9 SA/NV | 100 | 100 | |
| 0751 676 754 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 1 SA/NV | 100 | 100 | |
| 0655 814 822 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 293
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|---|
| GESTONE 2 SA/NV | 100 | 100 | |
| 0670 681 259 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 3 SA/NV | 100 | 100 | |
| 0696 911 940 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 4 SA/NV | 100 | 100 | |
| 0683 716 475 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 5 SA/NV | 100 | 100 | |
| 0722 901 804 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 6 SA/NV | 100 | 100 | |
| 0722 902 495 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 14 SA | 100 | - | |
| 0781.898.489 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 15 SA | 100 | - | |
| 0781.898.687 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| GESTONE 16 SA | 100 | - | |
| 0784.853.328 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| LEOPOLD SQUARE SA/NV | 100 | 100 | |
| 0465 387 588 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| LEX 85 SA/NV | 100 | 100 | |
| 0811 625 031 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| LIGNE INVEST SA/NV | 100 | 100 | |
| 0873 682 661 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| LS OFFICES SA/NV | 100 | 100 | |
| 0755 537 849 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| MANUJACQ BE SA | 100 | - | |
| 0794.938.655 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| PRIME BEL RUE DE LA LOI-T SA/NV | 100 | 100 | |
| 0463 603 184 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| RHEASTONE 1 SA/NV | 100 | 100 | |
| 0893 787 296 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| RHEASTONE 6 SA | 100 | 100 | |
| 0707 645 286 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| RHEASTONE 7 SA | 100 | - | |
| 0756.866.254 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| RHEASTONE 8 SA | 100 | - | |
| 0678.526.183 Martelarenplein 20 E - 3000 louvain/Leuven | |||
| RHEASTONE 9 SA | 100 | - | |
| 0443.888.133 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| RHONE ARTS SA | 100 | 100 | |
| 413 742 414 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| STERN-FIIS 1 SA/NV | 100 | 100 | |
| 0691 982 756 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| STERN-FIIS 2 SA/NV | 100 | 100 | |
| 0696 912 831 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| STERN-FIIS 3 SA/NV | 100 | 100 | |
| 0696 912 930 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| STERN-FIIS 4 SA/NV | 100 | 100 | |
| 0696 913 029 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | |||
| XL TRONE SA/NV | 100 | 100 | |
| 0715 937 303 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 294
| Name and address of the registered office | List of fully consolidated subsidiaries | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|---|
| ### SPAIN | |||
| COFIHEALTHCARE SPAIN 1 SL | 100 | 100 | |
| NIF B-88542717 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 2 SL | 100 | 100 | |
| NIF B-88542667 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 3 SL | 100 | 100 | |
| NIF B-88542600 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 4 SL | 100 | 100 | |
| NIF B-42722819 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 5 SL | 100 | 100 | |
| NIF B-42722801 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 6 SL | 100 | 100 | |
| NIF B-42722827 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN 10 SL | 100 | - | |
| NIF B-88542717 Calle Maldonado, 4 – 28006 Madrid | |||
| COFIHEALTHCARE SPAIN SERVICES SL | 100 | - | |
| NIF B-097582202 Calle Maldonado, 4 – 28006 Madrid | |||
| GLORIA HEALTH CARE PROPERTIES SL | 100 | 100 | |
| NIF B-88347885 Calle Maldonado, 4 – 28006 Madrid | |||
| GLORIA HEALTH CARE PROPERTIES 2 SL | 100 | 100 | |
| NIF B-88415385 Calle Maldonado, 4 – 28006 Madrid | |||
| LAGUNE IPM SL | 100 | 100 | |
| NIF B-64205966 Calle Maldonado, 4 – 28006 Madrid | |||
| LAGUNE ISLAND BALEARES IPM 2 SL | 100 | 100 | |
| NIF B-65223174 Calle Maldonado, 4 – 28006 Madrid | |||
| ### FINLAND | |||
| KIINTEISTÖ Oy ASKOLAN PAPPILANTIE | 100 | - | |
| 3088874-1 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | |||
| KIINTEISTÖ Oy HELSINGIN SVENGI | 100 | 100 | |
| 2786955-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | |||
| KIINTEISTÖ Oy KAUSALAN ASEMA | 100 | - | |
| 2958400-3 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | |||
| KIINTEISTÖ Oy KUOPION AALLONMURTAJANKATU 3-5 | 100 | 100 | |
| 3133518-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | |||
| KIINTEISTÖ Oy LEMPÄÄLÄN MYLLYPIHA |
Name and address of the registered office
List of fully consolidated subsidiaries
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|
| KIINTEISTÖ Oy NASTOLAN MANNA 3143578-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy RAISION VESAKUJA 2 3003571-4 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKALTIO 3226914-3 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKERO 2992724-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy SIPOON JOKIKOTI 2992919-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TERVAKOSKEN PORTTI 3003250-5 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TURUN LINNANHERRA 2958406-2 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TURUN SKANSSIN AURORA 2887482-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy VAASANPUISTIKKO 22 VAASA 3168686-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy VANTAAN HARRIKUJA 8 2910835-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy YLÖJÄRVEN TAIMITIE 3 3006164-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 1 Oy 3186885-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 2 Oy 3007096-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 3 Oy 3146900-4 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 4 Oy 3146912-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 5 Oy 3207147-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| FRANCE | ||
| COFINIMMO INVESTISSEMENTS ET SERVICES SA 487 542 169 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| COFINIMUR I SA 537 946 824 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| COFINEA I SAS 538 144 122 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI AC NAPOLI 428 295 695 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI BEAULIEU 444 644 553 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI CUXAC II 343 262 341 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI DE L’ORBIEU 383 174 380 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SNC DU HAUT CLUZEAU 319 119 921 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI OUVRE TOIT 497 494 716 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI RESIDENCE FRONTENAC 348 939 901 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| SCI SOCIBLANC 328 781 844 13, rue du Docteur Lancereaux – 75008 Paris | 100 | 100 |
| LUXEMBOURG | ||
| COFINIMMO LUXEMBOURG SA B100044 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| KAISERSTONE SA B202584 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| MASCHSEE PROPERTIES SARL B240471 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| UHLENHORST PROPERTIES SARL B240610 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| WELLNESSTONE SA B197443 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| WELLNESSTONE GP SARL B238555 1, rue Isaac Newton – L-2242 Luxembourg | 100 | 100 |
| MONACO | ||
| SCI MANUJACQ 73 SC 03180 20, avenue de Fontvieille – 98000 Monaco | 100 | 100 |
| THE NETHERLANDS | ||
| SUPERSTONE NV 530704488 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 2 NV 77325001 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 3 NV 78160162 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 4 NV 81142579 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 5 NV 81144016 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 6 NV 68297556 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| SUPERSTONE 7 NV 64215490 Verlengde Poolseweg 16 – 4818 CP Breda | 100 | 100 |
| UNITED KINGDOM | ||
| COFIHEALTHCARE UK 1 CO LIMITED 13351765 One, Chamberlain Square – Birmingham, West midlands, B3 3 AX | 100 | 100 |
| COFIHEALTHCARE UK 2 LIMITED 13346688 One, Chamberlain Square – Birmingham, West midlands, B3 3 AX | 100 | 100 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 296
Name and address of the registered office
List of fully consolidated subsidiaries
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|
| GERMANY | ||
| ARCON-TRUST DRITTE IMMOBILIENANIAGEN GmbH & CO. KG Registered address : Hamburg HRA 126199 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 89.9 | 89.9 |
| PFLEGE PLUS + OBJEKT ALSDORF GmbH & CO. KG Registered address : Hamburg HRA 124930 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT BOCHUM GmbH & CO. KG Registered address : Hamburg HRA 124935 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT BOTTROP GmbH & CO. KG Registered address : Hamburg HRA 124934 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT ERFSTADT/ LIBLAR GmbH & CO. KG Registered address : Hamburg HRA 124933 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT FRIEDRICHSTADT GmbH & CO. KG Registered address : Hamburg HRA 124938 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT GELSENKIRCHEN GmbH & CO. KG Registered address : Hamburg HRA 124986 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT GOSLAR GmbH & CO. KG Registered address : Hamburg HRA 124957 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT HAAN GmbH & CO. KG Registered address : Hamburg HRA 124931 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT WEIL AM RHEIN GmbH & CO. KG Registered address : Hamburg HRA 124936 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT WEILERWIST GmbH & CO. KG Registered address : Hamburg HRA 124937 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT SWISTTAL GmbH & CO. KG Registered address : Hamburg HRA 125646 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PRESIDENTIAL NORDIC 1 GmbH & CO. KG Registered address : Hamburg HRA 125644 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| PRESIDENTIAL NORDIC 2 GmbH & CO. KG Registered address : Hamburg HRA 125645 (ongoing transfer to Frankfurt-am-Main) Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.9 | 94.9 |
| SALZA VERWALTUNGS GmbH & CO. KG Registered address : Frankfurt-am-Main HRA 52930 Business address : Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 94.8 | 94.8 |
| WA JÜL II GmbH Registered address : Düsseldorf HRB 94856 Business address : Business address : Am Kielsgraben 8 – 40789 Monheim am Rhein | 89.9 | 89.9 |
| BELGIUM | ||
| BELLIARD III-IV PROPERTIES SA/NV 0475 162 121 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 99.9 | 99.9 |
| PUBSTONE SA/NV 0405 819 096 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 99.9 | 99.9 |
| PUBSTONE GROUP SA/NV 0878 010 643 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 90 | 90 |
| VESTASTONE 1 CO SA/NV 0766 519 932 Boulevard du Roi Albert II 7 – 1210 Saint-Josse-ten-Noode | 90.9 | 93.4 |
| LUXEMBOURG | ||
| BAD SCHONBORN PROPERTIES SCS B129973 1, rue Isaac Newton – L-2242 Luxembourg | 89.9 | 89.9 |
| GREAT GERMAN NURSING HOMES SCS B123141 1, rue Isaac Newton – L-2242 Luxembourg | 94.9 | 94.9 |
| THE NETHERLANDS | ||
| PUBSTONE PROPERTIES BV 20134503 Verlengde Poolseweg 16 – 4818 CP Breda | 90 | 90 |
| ITALY | ||
| ACHESO LAGUNE 5555383 c/o Blue SGR S.p.A., Vicolo Santa Maria alla Porta, 1 – 20123 Milano | 90.9 | 93.4 |
| ACHESO LAGUNE 2 5556095 c/o Blue SGR S.p.A., Vicolo Santa Maria alla Porta, 1 – 20123 Milano | 90.9 | 93.4 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 298
Offices
- 9 entities
Property of distribution networks
- 5 entities
Public-private partnerships
- 3 entities
Healthcare real estate
- 128 entities
Associates and joint ventures
Name and address of the registered office
List of equity subsidiaries
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2022 | Direct and indirect interests and voting rights (in %) 31.12.2021 |
|---|---|---|
| BELGIUM | ||
| BPG CONGRES SA/NV 0713.600.789 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 51 | 51 |
| BPG HOTEL SA/NV 0713.600.888 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 51 | 51 |
| ALDEA GROUP NV 843.673.732 Guldensporenpark 117 A – 9820 Merelbeke | 27.1 | 27.1 |
| FRANCE | ||
| SCI FONCIERE CRF 433 566 049 35, boulevard des Capucines – 750002 Paris | 39 | 39 |
| GERMANY | ||
| DZI | 1. |
Non-controlling interests
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 this context, mandatory convertible bonds (MCB) have been issued and are considered as non-controlling.
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 31.12.2022, 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 invested through its subsidiary Vestastone SA/NV, in which Monceau Vesta SA/NV held a 6.5 % stake, in a portfolio of nursing and care homes in Italy. In 2022, the satek of Monceau Vesta SA/NV increased to 9.1 %. 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 31.12.2022, minority interests amounted to 30 million EUR, compared to Cofinimmo’s equity of 3,667 million EUR, i.e. 0.8 %.
Change in non-controlling interests (x 1,000 EUR)
| Cofinimur I | Pubstone | Vestastone | Total | MCB holders | AB InBev | Monceau Vesta | |
|---|---|---|---|---|---|---|---|
| At 31.12.2020 | 62,041 | 12,546 | 74,587 | ||||
| Interests on the income statement | 1,902 | 800 | -37 | 2,666 | |||
| MCB coupons | -3,175 | 0 | 0 | -3,175 | |||
| Dividends | 0 | -1,199 | 0 | -1,199 | |||
| Other | -23,682 | 0 | 5,062 | -18,620 | |||
| At 31.12.2021 | 37,087 | 12,146 | 5,025 | 54,259 | |||
| Interests on the income statement | -1,297 | 150 | 778 | -370 | |||
| MCB coupons | -2,485 | 0 | 0 | -2,485 | |||
| Dividends | 0 | -1,290 | 0 | -1,290 | |||
| Other | -22,535 | 0 | 2,000 | -20,534 | |||
| At 31.12.2022 | 10,770 | 11,006 | 7,803 | 29,578 |
Associates and joint ventures
As at 31.12.2022, the Cofinimmo group owns associates (Aldea Group, SCI Foncière CRF and eight companies which are developing eight 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 2022, these associates and joint ventures are considered as immaterial.
- The term ‘non-controlling interests’ as defined under IFRS 12 corresponds to minority interests.
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Associates and joint ventures – General information
| Company | BPG Congres | BPG Hotel | 8 healthcare campuses to be developed in Germany | Aldea Group | SCI Foncière CRF |
|---|---|---|---|---|---|
| Segment | Other | Other | Healthcare real estate | Healthcare real estate | Healthcare real estate |
| Country | Belgium | Belgium | Germany | Belgium | France |
| % held by the 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 31.12.2022 | Ends on 31.12.2022 | Ends on 31.12.2022 | Ends on 31.12.2022 | Ends on 31.12.2022 |
| Amount of the Cofinimmo share in the result (x 1,000 EUR) | |||||
| Share in the result of associates or joint ventures | -4 | -4 | -1,025 | -1,064 | 3,386 |
| Amount of the interest at Cofinimmo (x 1,000 EUR) | |||||
| Participations in associates or joint ventures | 795 | 651 | 5,877 | 19,546 | 48,936 |
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 the companies which are developing 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 is staggered over time (from 2020 to 2024), period duing which Cofinimmo exercises a significant influence on those companies.
Note 41. Sales options permitted for non-controlling shareholders
The group has committed vis-à-vis the non-controlling shareholders of certain subsidiaries to acquire their shares in the companies, if they were to exercise their put options. The exercise price of such options permitted for non-controlling shareholders is recognised in the line ‘Other non-current financial liabilities’ (see Note 25). It concerns the following companies : Great German Nursing Homes SARL, Pflege Plus + Objekt Alsdorf GmbH, Pflege Plus + Objekt Bochum GmbH, Pflege Plus + Objekt Bottrop GmbH, Pflege Plus + Objekt Erftstadt/Liblar GmbH, Pflege Plus + Objekt Friedrichstadt GmbH, Pflege Plus + Objekt Gelsenkirchen GmbH, Pflege Plus + Objekt Goslar GmbH, Pflege Plus + Objekt Haan GmbH, Pflege Plus + Objekt Swisttal GmbH, Pflege Plus + Objekt Weil am Rhein GmbH, Pflege Plus + Objekt Weilerswist GmbH, Presidential Nordic 1 GmbH & Co. KG, Presidential Nordic 2 GmbH & Co. KG, ARCON-TRUST dritte Immobilienanlagen GmbH and Bad Schonborn Properties S.C.S., Salza Verwaltungs GmbH and WA JÜLL II 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.
¹ In 2021, the group’s stake went up to 27.1 %.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 301
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 | -3,028 | -6,649 | -5,370 | -6,303 | -2,980 | -5,250 | -5,550 |
| Expired | 0 | 0 | 0 | 0 | 0 | 0 | -120 | -217 | 0 | 0 | -100 |
| At 31.12.2022 | 4,350 | 4,400 | 2,550 | 2,050 | 0 | 0 | 0 | 0 | 1,625 | 0 | 0 |
| Exercisable at 31.12 | 4,350 | 4,400 | 2,550 | 2,050 | 0 | 0 | 0 | 0 | 1,625 | 0 | 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.
Note 43. Average number of people linked by an employment contract or by a permanent service contract
| 2022 | 2021 | |
|---|---|---|
| Average number of people linked by an employment contract or by a permanent service contract | 144 | 132 |
| Employees | 161 | 139 |
| Executive management personnel | 5 | 5 |
| FULL-TIME EQUIVALENT | 159 | 133 |
Note 44. Related-party transactions
The emoluments and insurance premiums, borne by Cofinimmo and its subsidiaries, for the benefit of the members of the board of directors, and recognised on the income statement, amount to 3,917,895 EUR, of which 348,000 EUR is attributed to post-employment benefits. The chapter ‘Corporate governance statement’ of this document includes the composition of the various decision-making bodies and the tables on the remuneration of the non-executive and executive directors. The difference between the amount on the income statement and that stated in the tables is explained by movements in provisions. The directors are not beneficiaries of the profit-sharing scheme, which exclusively concerns the employees of the group.
Note 45. Events after closing date
No major event that could have a significant impact on the results as at 31.12.2022 took place after the closing date.
Divestment of a building in the office segment (BE)
On 27.01.2023, Cofinimmo Offices SA/NV, a wholly-owned subsidiary of Cofinimmo, has divested the full ownership of a site located in a non-strategic area of its office portfolio. The transaction relates to the asset located at Mercuriusstraat 30 in Zaventem, in the Brussels periphery. The site has a surface area of approximately 6,100 m² and offers office space, a warehouse space and parking spaces in addition to its primary use as an IT data centre. The building is let at 100 %. The sale price for this site amounts to approximately 6 million EUR, and is above the latest fair value (as at 30.09.2022) as determined by Cofinimmo’s real estate valuers. This divestment is also fully in line with Cofinimmo’s ESG strategy, as it contributes to a significant reduction in the energy intensity of the group’s portfolio.
Refinancing of a credit line maturing in 2023
On 30.01.2023, Cofinimmo also refinanced the last credit line maturing in 2023 and amounting to 90 million EUR for a period of 7 years.
Dividend
The amount of the dividend proposed to shareholders at the ordinary general meeting of 10.05.2023 will be 203,646,154.80 EUR for the shares (for more details, see Note 20).
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Note 46. Macro-economic and climate-related aspects
Cofinimmo’s activities are conducted in a global context which has undergone multiple upheavals in recent years : following the outbreak of the COVID-19 coronavirus pandemic early 2020, inflation started to rise in Europe in the second half-year of 2021 to reach high levels in 2022, which led to a general increase in nominal interest rates, and war broke out again on the European continent. In this respect, the situation in Ukraine and the consequences deriving from the sanctions taken towards Russia have no direct impact on the group’s activity nor its financial results, since the group is not active in these two countries (it should be noted that Finland, which shares a border with Russia, represents 2.2 % of the group’s investment properties). The independent real estate valuers’ report mentions an explanatory note on the situation in Ukraine and/or the current high volatility of markets. The indirect impact of the situation in Ukraine can be assessed through the following risk factors (see chapter ‘Risk factors’ of this document) :
- high inflation and increasing energy prices : risk factors ‘F.1.1.2 Leasing market in the segments in which the group operates’, ‘F.1.3.2 Vacancy rate’ ;
- delays or budget overruns in the implementation of development projects : risk factor ‘F.1.2.2 Investments subject to conditions’ ;
- Increasing interest rates : risk factors ‘F 1.1.3 Investment market in the segments in which the group operates’, ‘F.1.1.4 Interest rate volatility’, ‘F.1.2.1 Negative change in the fair value of property’’, ‘F.2.1 Liquidity risk’, ‘F.2.2 Contractual obligations and legal parameters’, ‘F.2.3 Change in the group’s public financial rating’.
In addition, the COVID-19 coronavirus pandemic is still going on. It is recalled that from the beginning of 2020, Cofinimmo has implemented several measures to ensure continuity, while prioritising the health of all its stakeholders. The group’s operational teams remained in close contact with tenants to ensure the continuity of services and help them get through this difficult period. Cofinimmo reviews the financial and operational well-being of its counterparties on a case-by-case basis to find a balanced solution where appropriate. In this context, Cofinimmo recognised writedowns of 2.0 million EUR on trade receivables in 2020, with no equivalent in 2021 and of 1.4 million EUR in 2022. In addition to the information included in this document, note that :
- in the office segment, surface areas leased directly to merchants (retailers, restaurants, etc.) represent less than 0.2 % of the group’s contractual rents ;
- in the healthcare real estate segment, sport & wellness centres account for less than 3 % of the group’s contractual rents. These centres, located in Belgium and Germany, were closed to the public in March 2020 and have been only partially reopened since the end of May/beginning of June 2020. Operators’ loss of income during this period was significant. Operations gradually returned to normal in 2020, but only for a short period, given public health measures taken in response to the pandemic. Sport & wellness centres in Belgium (mostly closed since the end of October 2020) and in German (almost fully closed since the beginning of November 2020) reopened in June 2021. Since reopening, their operational performance has generally exceeded expectations, even after adjusting for pandemic-related cleaning and sanitation requirements. Nevertheless, the current wave of infection 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 2022 financial year, the change in fair value of this portfolio (on a like-for-like basis) was 0,5 % in Belgium and -0,5 % in the Netherlands (taking into account the increased registration fees in the Netherlands as at 31.12.2022). Although Cofinimmo’s counterparty is the BBB+ rated AB InBev group, the world’s leading brewer, it is not excluded that a decrease in the fair value will be recognised in the 2023 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 new mandatory shut-down of the hospitality sector). As at 31.12.2022, a 5 % decrease in 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 0.67 EUR per share on net assets ;
- in the property of distribution networks segment, the Cofinimur I portfolio of MAAF agencies in France still only accounts for 0.1 % of the group’s contractual rents and is therefore no longer relevant.
Climate-related aspects are addressed in the ESG report and its appendices included in the 2022 universal registration document. In addition, Notes 21 (goodwill) and 22 (investment properties) to these consolidated financial statements refer to these aspects.
I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 303
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 2022 - 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 30 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 2022, 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 6,803,566,(000) EUR and the consolidated comprehensive result shows a net profit – Group Share for the year then ended of 482,938,(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 2022 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.
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Key audit matters
How our audit addressed the key audit matters
Valuation of investment properties
- Investment properties measured at fair value (6,199,811,(000) EUR) represent 91 % of the consolidated balance sheet total as at 31 December 2022. 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 con- siderable 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 finan- cial 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 chal - lenged the valuation process, performance of the portfolio and significant assumptions and critical judgement areas.
- We benchmarked and challenged the key assump- tions 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 documenta - tion on the accounting treatment applied to these transactions.
- Furthermore, we assessed the appropriateness of the disclosures provided on the fair value of invest- ment properties.
305 I ANNUAL ACCOUNTS I STATUTORY AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS I
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. However, future events or conditions may cause the group to cease to continue as a going concern ;
- evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.# Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters.
Aspects regarding the directors’ report on the consolidated financial statements
In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements, i.e. :
- the required components of the Cofinimmo SA/NV annual report in accordance with Articles 3:32 of the Code of companies and associations, which appear in the following chapters : Risk Factors, Management report – Transactions and performances in 2022, Management report - Management of financial resources, Management report – Summary of the consolidated accounts, Management report - Events after 31 December 2022, Management report – 2023 Outlook, Corporate governance statement – Internal Control and Risk Management are free of material misstatements, either by information that is incorrectly stated or otherwise misleading.
In the context of the procedures performed, we are not aware of such a material misstatement.
Statements regarding independence
- Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate.
- The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the 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 statements 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 sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated 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 the digital consolidated financial statements included in the annual financial report of Cofinimmo NV/SA as of 31 December 2022 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, March 23, 2023.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Rik Neckebroeck
Comprehensive result (income statement) (abbreviated format)
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| A. NET RESULT | ||
| Rental income | 86,727 | 120,914 |
| Writeback of lease payments sold and discounted | 0 | 5,446 |
| Rental-related expenses | 0 | 61 |
| Net rental income | 86,727 | 126,421 |
| Recovery of property charges | 0 | 347 |
| Recovery income of charges and taxes normally payable by the tenant on rented properties | 2,274 | 18,047 |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | 0 | -1,149 |
| Charges and taxes normally payable by the tenant on rented properties | -2,417 | -19,497 |
| Property result | 86,584 | 124,169 |
| Technical costs | -2,449 | -2,288 |
| Commercial costs | -167 | -780 |
| Taxes and charges on unlet properties | -223 | -2,097 |
| Property management costs | -15,057 | -18,150 |
| Other property charges | 0 | 0 |
| Property charges | -17,897 | -23,315 |
| Property operating result | 68,687 | 100,854 |
| Corporate management costs | -6,453 | -7,779 |
| Operating result before result on the portfolio | 62,234 | 93,074 |
| Gains or losses on disposals of investment properties | 0 | 812 |
| Gains or losses on disposals of other non-financial assets | 572 | 0 |
| Changes in the fair value of investment properties | 44,098 | 4,947 |
| Other result on the portfolio | -3,656 | -6,677 |
| Result on the portfolio | 41,015 | -919 |
| Operating result | 103,249 | 92,155 |
| Financial income | 159,186 | 89,601 |
| Net interest charges | -26,056 | -24,017 |
| Other financial charges | -1,069 | -2,405 |
| Changes in the fair value of financial assets and liabilities | 246,423 | 109,382 |
| Financial result | 378,484 | 172,561 |
| Pre-tax result | 481,733 | 264,717 |
| Corporate tax | -76 | -3,082 |
| NET RESULT | 481,657 | 261,635 |
| NET RESULT PER SHARE | 15.05 | 8.82 |
| B. OTHER ELEMENTS OF THE COMPREHENSIVE RESULT RECYCLABLE IN THE INCOME STATEMENT | ||
| Change in the effective part of the fair value of authorised cash flow hedging instruments | 0 | 0 |
| Impact of the recycling on the income statement of hedging instruments for which the relationship with the hedged risk was terminated | 0 | 0 |
| Convertible bonds | 0 | 1,873 |
| Other elements of the comprehensive result | 0 | 1,873 |
| C. COMPREHENSIVE RESULT | 481,657 | 263,508 |
Appropriations and deductions
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| A. NET RESULT | 481,657 | 261,635 |
| B. TRANSFER FROM/TO RESERVES | -277,623 | -70,995 |
| Transfer to the reserve of the positive balance of changes in the fair value of property assets | -99,004 | -74,456 |
| Financial year | -99,004 | -74,456 |
| Previous years | 0 | 0 |
| Transfer to the reserve of the negative balance of changes in the fair value of property assets | 0 | 0 |
| Financial year | 0 | 0 |
| Previous years | 0 | 0 |
| Transfer to the reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 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 | -190,735 | -38,630 |
| Financial year | -190,735 | -38,630 |
| Previous years | 0 | 0 |
| Transfer from/to other reserves | -20 | -51 |
| Transfer from the result carried forward from previous years | 12,136 | 42,141 |
| C. REMUNERATION OF THE CAPITAL | -133,536 | 0 |
| Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 | -133,536 | 0 |
| D. REMUNERATION OF THE CAPITAL FOR FINANCIAL YEAR - OTHER THAN C. | -70,498 | -190,640 |
| Dividends | -70,110 | -190,308 |
| Profit-sharing scheme | -388 | -332 |
| E. |
Statement of financial situation (balance sheet) (abbreviated format)
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Non-current assets | 6,028,320 | 5,243,957 |
| Intangible assets | 2,374 | 2,486 |
| Investment properties | 1,710,322 | 1,520,982 |
| Other tangible assets | 2,178 | 1,772 |
| Non-current financial assets | 4,218,313 | 3,623,577 |
| Finance lease receivables | 94,816 | 94,948 |
| Other long-term receivables | 184 | 191 |
| Trade receivables and other non-current assets | 133 | 0 |
| Current assets | 61,472 | 49,387 |
| Assets held for sale | 0 | 0 |
| Current financial assets | 642 | 0 |
| Finance lease receivables | 2,611 | 2,018 |
| Trade receivables | 24,968 | 23,007 |
| Tax receivables and other current assets | 7,334 | 6,126 |
| Cash and cash equivalents | 3,460 | 2,917 |
| Accrued charges and deferred income | 22,456 | 15,319 |
| TOTAL ASSETS | 6,089,792 | 5,293,344 |
| SHAREHOLDERS’ EQUITY | 3,637,197 | 3,234,052 |
| Capital | 1,761,872 | 1,698,517 |
| Share premium account | 1,015,206 | 994,904 |
| Reserves | 378,462 | 278,997 |
| Net result for the financial year | 481,657 | 261,635 |
| LIABILITIES | 2,452,594 | 2,059,292 |
| Non-current liabilities | 1,558,341 | 990,236 |
| Provisions | 23,976 | 26,894 |
| Non-current financial debts | 1,526,009 | 904,256 |
| Credit institutions | 306,256 | 235,987 |
| Other | 1,219,753 | 668,269 |
| Other non-current financial liabilities | 2,021 | 50,932 |
| Deferred taxes | 6,336 | 8,154 |
| Current liabilities | 894,253 | 1,069,057 |
| Current financial debts | 852,087 | 1,027,342 |
| Other current financial liabilities | 0 | 165 |
| Trade debts and other current debts | 38,133 | 36,999 |
| Accrued charges and deferred income | 4,033 | 4,552 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,089,792 | 5,293,344 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 310
Calculation of the debt-to-assets ratio
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Non-current financial debts | 1,526,009 | 904,256 |
| Other non-current financial liabilities (except hedging instruments) | 517 | 455 |
| Current financial debts | 852,087 | 1,027,342 |
| Trade debts and other current debts | 38,133 | 36,999 |
| Uncalled amounts of acquired securities | 180 | 180 |
| Total debt | 2,416,926 | 1,969,232 |
| Total assets | 6,089,792 | 5,293,344 |
| Hedging instruments | -147,812 | -5,570 |
| Total assets (except hedging instruments) | 5,941,979 | 5,287,774 |
| DEBT-TO-ASSETS RATIO | 40.68 % | 37.24 % |
X Nursing and care home - Lünenburg (DE) 311
Obligation to distribute dividends according to the Royal decree of 13.07.2014 concerning RRECs
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Net result | 481,657 | 261,635 |
| Depreciation (+) | 1,675 | 1,162 |
| Impairments (+) | 0 | 23 |
| Writeback of impairments (-) | 0 | -30 |
| Writeback of lease payments sold and discounted (-) | 0 | -5,446 |
| Other non-cash elements (+/-) | -189,445 | -31,909 |
| Result on disposal of property assets (+/-) | -572 | -812 |
| Changes in fair value of investment properties (+/-) | -99,004 | -74,456 |
| Corrected result (A) | 194,311 | 150,168 |
| Capital gains and losses realised 1 on property assets during the financial year (+/-) | -27,590 | 2,195 |
| Realised gains 1 on property assets during the year, exempt from the obligation to distribute if reinvested within four years (-) | 199 | -2,229 |
| 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) | -27,391 | -34 |
| TOTAL (A+B) x 80 % | 133,536 | 120,107 |
| Debt decrease (-) | 0 | -381,719 |
| OBLIGATION TO DISTRIBUTE DIVIDENDS | 133,536 | 0 |
- Compared to the acquisition value plus the capitalised renovation costs.
Reconciliation between balance sheet and balance sheet after proposed allocation (proforma A) and balance sheet after proposed distribution (proforma B)
(x 1,000 EUR)
| As at 31.12.2022 | Allocation proposed at the general meeting of 10.05.2023 | Proforma A 31.12.2022 | Distribution proposed at the general meeting of 10.05.2023 | Proforma B 31.12.2022 | |
|---|---|---|---|---|---|
| Total balance sheet | 6,089,792 | 0 | 6,089,792 | 0 | 6,089,792 |
| Provision | -23,976 | 0 | -23,976 | 0 | -23,976 |
| Liabilities | -2,428,619 | 0 | -2,428,619 | 0 | -2,428,619 |
| Net assets | 3,637,197 | 0 | 3,637,197 | -204,034 | 3,433,163 |
| Distribution of dividends and profit-sharing plan | 0 | 0 | 0 | -204,034 | -204,034 |
| Net assets after distribution | 3,637,197 | 0 | 3,637,197 | -204,034 | 3,433,163 |
| Capital | 1,761,872 | 0 | 1,761,872 | 0 | 1,761,872 |
| Unavailable share premiums | 356,214 | 0 | 356,214 | 0 | 356,214 |
| Available share premiums | 658,992 | 0 | 658,992 | 0 | 658,992 |
| Reserve of the positive balance of changes in the fair value of property assets | 225,895 | 99,004 | 324,899 | 0 | 324,899 |
| 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 | 0 | 0 | 0 | 0 | 0 |
| Reserve of the balance of the changes in the fair value of authorised hedging instruments not qualifying for hedge accounting | -13,944 | 190,735 | 176,791 | 0 | 176,791 |
| Reserve for treasury shares | -2,402 | 0 | -2,402 | 0 | -2,402 |
| Other reserves declared non-distributable by the general meeting | 889 | 20 | 909 | 0 | 909 |
| Legal reserve | 0 | 0 | 0 | 0 | 0 |
| Result carried forward | 168,024 | 191,898 | 359,922 | -204,034 | 155,888 |
| Annual result | 481,657 | -481,657 | 0 | 0 | 0 |
| Total equity | 3,637,197 | 0 | 3,637,197 | -204,034 | 3,433,163 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 312
Equity that cannot be distributed according to article 7:212 of the Code of companies and associations
(x 1,000 EUR)
| 2022 | 2021 | |
|---|---|---|
| Total balance sheet | 6,089,792 | 5,293,344 |
| Provision | -23,976 | -26,894 |
| Liabilities | -2,428,619 | -2,032,398 |
| Net assets | 3,637,197 | 3,234,052 |
| Capital increase of 09.05.2022 | 0 | 4,524 |
| Distribution of dividends and profit-sharing plan | -204,034 | -190,640 |
| Net assets after distribution | 3,433,163 | 3,047,936 |
| Paid-up capital or, if greater, subscribed capital | 1,761,872 | 1,700,657 |
| 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 | 324,899 | 197,854 |
| 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 | 176,791 | -10,013 |
| Reserve for treasury shares | 0 | 0 |
| Other reserves declared non distributable by the general meeting | 909 | 1,029 |
| Legal reserve | 0 | 0 |
| Non-distributable equity according to article 7:212 of Code of companies and associations | 2,620,686 | 2,245,740 |
| Margin remaining after distribution | 812,477 | 802,196 |
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. 313
Consolidated statement of changes in shareholders’ equity
(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 |
(x 1,000 EUR)
| At 31.12.2021 | 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 31.12.2022 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,698,517 | 0 | 0 | 63,355 | 0 | 0 | 0 | 0 | 0 | 1,761,872 |
| Share premiums | 994,904 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 0 | 1,015,206 |
| Reserves | 278,997 | 261,635 | -190,640 | 0 | -1,388 | 0 | 29,901 | -44 | 0 | 378,462 |
| Reserve of the balance of changes in the fair value of property assets | 123,398 | 74,456 | 0 | 0 | 0 | 0 | 28,041 | 0 | 0 | 225,895 |
| 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 | -48,643 | 38,630 | 0 | 0 | 0 | 0 | -3,930 | 0 | 0 | -13,944 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,000 | 51 | 0 | 0 | -1,388 | 0 | 0 | 0 | 0 | -2,337 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred result | 204,418 | 148,498 | -190,640 | 0 | 0 | 0 | 5,791 | -44 | 0 | 168,024 |
| Net result of the financial year | 261,635 | -261,635 | 0 | 0 | 0 | 0 | 0 | 0 | 481,657 | 481,657 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,234,052 | 0 | -190,640 | 113,559 | -1,388 | 0 | 0 | -44 | 481,657 | 3,637,197 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 314```markdown
statement of changes in shareholders’ equity (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 |
(x 1,000 EUR)
| At 31.12.2021 | 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 31.12.2022 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,698,517 | 0 | 0 | 63,355 | 0 | 0 | 0 | 0 | 0 | 1,761,872 |
| Share premiums | 994,904 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 0 | 1,015,206 |
| Reserves | 278,997 | 261,635 | -190,640 | 0 | -1,388 | 0 | 29,901 | -44 | 0 | 378,462 |
| Reserve of the balance of changes in the fair value of property assets | 123,398 | 74,456 | 0 | 0 | 0 | 0 | 28,041 | 0 | 0 | 225,895 |
| 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 | -48,643 | 38,630 | 0 | 0 | 0 | 0 | -3,930 | 0 | 0 | -13,944 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,000 | 51 | 0 | 0 | -1,388 | 0 | 0 | 0 | 0 | -2,337 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred result | 204,418 | 148,498 | -190,640 | 0 | 0 | 0 | 5,791 | -44 | 0 | 168,024 |
| Net result of the financial year | 261,635 | -261,635 | 0 | 0 | 0 | 0 | 0 | 0 | 481,657 | 481,657 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,234,052 | 0 | -190,640 | 113,559 | -1,388 | 0 | 0 | -44 | 481,657 | 3,637,197 |
315 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I 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 2022 - 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 30 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 2022, 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 6,089,792,(000) EUR and the comprehensive result shows a net profit for the year ended of 481,657,(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 2022 and of its results for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the ‘Responsibilities of the statutory auditor for the audit of the annual accounts’ section of our report. We have complied with all ethical requirements relevant to the statutory audit of the annual accounts in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 316
| Key audit matters | How our audit addressed the key audit matters |
|---|---|
| Capital | |
| Share premiums | |
| Reserves | |
| Reserve of the balance of changes in the fair value of property assets | |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | |
| Reserve of the balance of changes in the fair value of authorised hedging instruments to which the hedging accounting defined in IFRS is applied | |
| 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 | |
| Distributable reserve | |
| Non-distributable reserve | |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | |
| Deferred result | |
| Net result of the financial year | |
| TOTAL SHAREHOLDERS’ EQUITY |
(x 1,000 EUR)
| At 31.12.2021 | 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 31.12.2022 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,698,517 | 0 | 0 | 63,355 | 0 | 0 | 0 | 0 | 0 | 1,761,872 |
| Share premiums | 994,904 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 0 | 1,015,206 |
| Reserves | 278,997 | 261,635 | -190,640 | 0 | -1,388 | 0 | 29,901 | -44 | 0 | 378,462 |
| Reserve of the balance of changes in the fair value of property assets | 123,398 | 74,456 | 0 | 0 | 0 | 0 | 28,041 | 0 | 0 | 225,895 |
| 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 | -48,643 | 38,630 | 0 | 0 | 0 | 0 | -3,930 | 0 | 0 | -13,944 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,000 | 51 | 0 | 0 | -1,388 | 0 | 0 | 0 | 0 | -2,337 |
| Reserve of the change in the fair value of the convertible bond attributable to the change of ‘own’ credit risk | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred result | 204,418 | 148,498 | -190,640 | 0 | 0 | 0 | 5,791 | -44 | 0 | 168,024 |
| Net result of the financial year | 261,635 | -261,635 | 0 | 0 | 0 | 0 | 0 | 0 | 481,657 | 481,657 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,234,052 | 0 | -190,640 | 113,559 | -1,388 | 0 | 0 | -44 | 481,657 | 3,637,197 |
315 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I 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 2022 - 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 30 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 2022, 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 6,089,792,(000) EUR and the comprehensive result shows a net profit for the year ended of 481,657,(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 2022 and of its results for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the ‘Responsibilities of the statutory auditor for the audit of the annual accounts’ section of our report. We have complied with all ethical requirements relevant to the statutory audit of the annual accounts in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 316
Key audit matters | How our audit addressed the key audit matters
--- | :--- # STATUTORY AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS
Responsibilities of the board of directors for the preparation of the annual accounts
The board of directors is responsible for the preparation and fair presentation of the annual accounts in accordance with 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 with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the 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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 318
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 and other matters disclosed in the annual report, for the documents to be filed according to the legal and regulatory requirements, for maintaining the company’s accounting records in compliance with the legal and regulatory requirements applicable in Belgium, as well as for the company’s compliance with the Code of companies and associations and the company’s articles of association.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the annual accounts and other matters disclosed in the annual report, those documents to be filed according to the legal and regulatory requirements and compliance with certain obligations referred to in the Code of companies and associations and the articles of association, as well as to report on these matters.
Aspects regarding the directors’ report
In our opinion, after performing the specific procedures on the directors’ report on the annual accounts, the directors’ report on the annual accounts is consistent with the annual accounts for that same year and has been established in accordance with the requirements of article 3:5 and 3:6 of the Code of companies and associations.
In the context of our statutory audit of the annual accounts we are responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the annual accounts and other information disclosed in the annual report, i.e. :
- Risk Factors, Management report – Transactions and performances in 2022, Management report – Appropriation of company results, Management report - Events after 31 December 2022, Management report – Management of financial resources, Corporate governance statement – Internal Control and Risk Management is free of material misstatements, either by information that is incorrectly stated or otherwise misleading.
In the context of the procedures performed, we are not aware of such a material misstatement.
Statement on the social balance sheet
The social balance sheet, to be filed at the National Bank of Belgium in accordance with article 3:12, § 1, 8° of the Code of companies and associations, includes, both in form and in substance, all of the information required by this Code, including those relating to wages and training, and is free from any material inconsistencies with the information available to us in the context of our mission.
Statements regarding independence
- Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the company during the performance of our mandate.
- The fees for the additional non-audit services compatible with the statutory audit of the annual accounts, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the annual accounts.
Other statements
- Without prejudice to certain formal aspects of minor importance, the accounting records are maintained in accordance with the legal and regulatory requirements applicable in Belgium.
- The appropriation of results proposed to the general meeting is in accordance with the relevant legal and regulatory requirements.
- We do not have to report any transactions undertaken or decisions taken which may be in violation of the company’s articles of association or the Code of companies and associations.
- This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) N° 537/2014.
- 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, March 23, 2023.# APPENDICES TO THE ESG REPORT
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 office, the operational multi-tenant leases, and medical office buildings (338,615/2,681,229 m²). Their ‘GHG’ emissions are considered as scope 1 and 2. Cofinimmo has no operational control over consumption in buildings in the following segments: healthcare real estate with the exclusion of medical office buildings, property of distribution networks, PPP and other finance leases, and single-tenant office buildings, which together represent 87 % of the portfolio. These buildings are indirectly managed (controlled by the tenant) and their GHG emissions are considered as scope 3.
For ESG indicators, it is important to note that all the buildings of the portfolio are included, without distinction between operational and financial leases.
Coverage
Coverage is always expressed in m² per segment. The surface areas used match the surface area of the buildings as in the chapter ‘Property report’ (see pages 152-165). The surface area used for the calculation of the intensity of the different environmental performance indicators is listed in a table at the beginning of the environmental performance indicators (see pages 324-325). For each absolute indicator, each row shows the coverage expressed as the number of buildings compared to the total number of buildings and as a percentage of surface areas compared to the total surface area.
For electricity and fuels, the directly managed portfolio coverage is approximately 100 %, the coverage for waste is 92 % and for water it is 85 %.
Consumption estimations
For all the meters, the consumption estimations are made using the same formula and based on the data mentioned on annual invoices. In order to obtain an annual consumption corresponding to a calendar year, an extrapolation of the consumption is made on the basis of the last recorded annual consumption for the missing period (for example: the consumption for the period going from June 2021 to May 2022 will be used as a basis for estimating the consumption for the period going from June 2022 to December 2022). For fuel, the formula takes into account degree-days. The method has been validated and this data is verified for a sample of sites during the third-party assurance. Should the private consumption for multi-tenant buildings be incomplete because some tenants did not send the necessary information, the missing private consumption is estimated based on the known average private consumption for other floors in the same building. For Cofinimmo’s head office, 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 324-341 have been subject to a third-party assurance by Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL (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 indicators correspond to the 28 performance indicators recommended by EPRA and represent 21 Global Reporting Initiative disclosures (GRI). They are considered to be material for the real estate sector.
Limitations on consumption
Consumption data is provided directly by the tenant for a sample of surface areas (67 % of portfolio indirectly managed), comprising a mix of operational and financial leases. In total, 100 % of the consumption data for the private spaces of multi-tenant buildings is obtained by the landlord’s property manager (58 %) or by the distribution network’s manager with the formal agreement of the tenant (42 %). For multi-tenant office buildings, healthcare properties for which Cofinimmo Services and Superstone provide property management, or the head office (13 % of the portfolio), Cofinimmo can only act on the consumption of the shared technical equipment of these assets.
EPRA sBPR Award
In September 2022, the European association of listed real estate companies EPRA granted Cofinimmo, among other leading European listed companies, an sBPR award for the eleventh consecutive year for the quality of its sustainability report.
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, PPP and other finance leases, and offices. The impact of Cofinimmo’s head office is transparently communicated on a separate line. Segmentation is therefore done in the same way as for the financial analysis. In addition, a distinction is made between investment properties and the consolidated portfolio. Since environmental legislation as well as GHG emissions conversion factors differ from country to country, indicators are then analysed geographically without the operational control distinction.
Cofinimmo’s head office
In complete transparency, each indicator shows the head office measurements as well as the evolution of the measurements on a separate line. For the head office, no estimate has been made and the coverage is 100 % for each indicator. Being part of Cofinimmo’s portfolio, the head office is included in the consolidated results of the office segment. The social indicators related to the employees cover all employees (161 persons as at 31.12.2022) in Belgium (133 persons), in France (4 persons), in the Netherlands (5 persons), in Germany (13 persons) and in Spain (6 persons). All the other indicators (energy, commuting, etc.) only cover the surface areas in Belgium (3,868 m²), since the surface areas occupied in France (93 m²), the Netherlands (35 m²), Germany (approximately 30 m²), and Spain (approximately 40 m²) are not material.
Performance
The results relating to electricity, fuel, urban heat and water consumption, as well as waste, cover both the investment properties under Cofinimmo’s operational control and those under the operational control of the tenants. The findings on the environmental indicators below concern the 2021-2022 like-for-like analysis.
On a like-for-like basis, there was a 12.2 % decrease in emissions, with the following breakdown:
* a 10.3 % decrease in scopes 1 and 2;
* a 12.8 % decrease in scope 3.
This is consistent with the objective of reducing the energy intensity of the portfolio by 30 % and is explained by the following factors (without priority and not exhaustive):
* energy crisis as a result of which all parties involved have become energy conscious,
* outdoor temperature as 2022 was an exceptionally warm year,
* portfolio turnover and renewal.
Water consumption per m² is five times higher in the healthcare real estate segment than in the office segment. With a like-for-like asset mix, an increase in water consumption of 0.1 % 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 22.6 % and 46 % of the collected waste is recycled. The evolution of water consumption and especially waste production continues to be impacted by the growth of activities in 2022. Higher usage within the portfolio coupled with a higher occupancy rate has led to a higher waste production.
The 20 buildings with BREEAM or BREEAM-equivalent certifications represent approximately 7 % of the portfolio. In the context of ISO 14001 certification, the principles of BREEAM and/or BREEAM In-Use certification also apply to the overall portfolio. As with what is required for a BREEAM certification, the same approach is followed for property management, project management and development.
More details on performance by indicator are available on the following pages and in the notes at the end of the results for each indicator. All the 2022 data were taken from the energy accounting system. The material stakes relating to energy intensity and GHG emissions are included in the chapter ‘Environment’ of the ESG report on pages 138-139.The objectives relating to the coverage of energy intensity and GHG emissions are included in the ‘Dashboard’ (see pages 342-345). The ratio of basic salary and remuneration for women and men is stable overall.
323 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS
Portfolio coverage by indicator and segment (m²)
| 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 | 1,642,774 | 1,262,209 | 791,481 | 1,087,293 | 723,371 | 49,214 | 39,997 | 1,262,209 | 791,481 | 0 | 0 | 982,694 | 600,843 | 0 | 0 |
| Distribution networks | 315,665 | 18,258 | 4,520 | 27,797 | 12,353 | 0 | 0 | 18,258 | 4,520 | 0 | 0 | 9,043 | 9,043 | 0 | 0 |
| Single-tenant offices | 146,167 | 107,563 | 94,240 | 110,763 | 97,440 | 0 | 0 | 107,563 | 94,240 | 0 | 0 | 83,759 | 64,312 | 120,873 | 68,774 |
| TOTAL indirectly managed | 2,104,606 | 1,388,029 | 890,241 | 1,225,853 | 833,164 | 49,214 | 39,997 | 1,388,029 | 890,241 | 0 | 0 | 1,075,496 | 674,198 | 120,873 | 68,774 |
| Medical office buildings | 50,902 | 49,582 | 49,582 | 49,582 | 49,582 | 0 | 0 | 49,582 | 49,582 | 49,582 | 49,582 | 50,902 | 32,121 | 28,312 | 26,458 |
| Multi-tenant offices - shared | 245,908 | 245,908 | 175,803 | 245,908 | 245,908 | 0 | 0 | 245,908 | 175,803 | 245,908 | 245,908 | 201,687 | 186,478 | 245,908 | 234,932 |
| Private (purchase by landlord) | 146,182 | 146,182 | 146,182 | 0 | 0 | 0 | 0 | 146,182 | 146,182 | 0 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 99,726 | 99,726 | 29,621 | 0 | 0 | 0 | 0 | 99,726 | 29,621 | 0 | 0 | 0 | 0 | 0 | 0 |
| Head office | 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 | 3,868 |
| TOTAL directly managed | 300,678 | 299,358 | 229,253 | 299,358 | 299,358 | 0 | 0 | 299,358 | 229,253 | 299,358 | 299,358 | 256,457 | 222,467 | 278,088 | 265,258 |
| TOTAL INVESTMENT PROPERTIES | 2,405,284 | 1,687,388 | 1,119,494 | 1,525,212 | 1,132,522 | 49,214 | 39,997 | 1,687,388 | 1,119,494 | 299,358 | 299,358 | 1,331,953 | 896,665 | 398,961 | 334,032 |
Assets held for sale
| 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 | 12,957 | 0 | 0 | 12,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Distribution networks | 14,538 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Single-tenant offices | 16,062 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 16,062 | 0 |
| TOTAL indirectly managed | 43,557 | 0 | 0 | 12,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 16,062 | 0 |
Assets held for sale
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Multi-tenant offices - shared | 37,937 | 37,937 | 28,271 | 37,937 | 37,937 | 0 | 0 | 37,937 | 28,271 | 37,937 | 37,937 | 28,271 | 28,271 | 37,937 | 37,937 |
| Private (purchase by landlord) | 19,473 | 19,473 | 19,473 | 0 | 0 | 0 | 0 | 19,473 | 19,473 | 0 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 18,464 | 18,464 | 8,798 | 0 | 0 | 0 | 0 | 18,464 | 8,798 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL directly managed | 37,937 | 37,937 | 28,271 | 37,937 | 37,937 | 0 | 0 | 37,937 | 28,271 | 37,937 | 37,937 | 28,271 | 28,271 | 37,937 | 37,937 |
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TOTAL CONSOLIDATED PORTFOLIO | 2,486,778 | 1,725,325 | 1,147,765 | 1,576,106 | 1,170,459 | 49,214 | 39,997 | 1,725,325 | 1,147,765 | 337,295 | 337,295 | 1,360,224 | 924,936 | 452,960 | 371,969 |
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PPP under finance lease | 138,855 | 115,532 | 115,532 | 115,532 | 115,532 | 0 | 0 | 115,532 | 115,532 | 0 | 0 | 39,600 | 39,600 | 75,932 | 0 |
| Other finance leases | 55,596 | 48,871 | 39,602 | 14,243 | 14,243 | 0 | 0 | 48,871 | 39,602 | 0 | 0 | 9,269 | 0 | 0 | 0 |
| TOTAL | 2,681,229 | 1,889,728 | 1,302,900 | 1,705,881 | 1,300,234 | 49,214 | 39,997 | 1,889,728 | 1,302,900 | 337,295 | 337,295 | 1,409,093 | 964,536 | 528,892 | 371,969 |
Portfolio coverage by indicator and segment (m²)
| 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) | 607,753 | 458,179 | 226,832 | 395,305 | 231,326 | 0 | 0 | 458,179 | 226,832 | 0 | 0 | 338,929 | 171,781 | 0 | 0 |
| Healthcare real estate (FR) | 232,757 | 201,893 | 174,208 | 203,020 | 167,042 | 0 | 0 | 201,893 | 174,208 | 0 | 0 | 149,547 | 123,478 | 0 | 0 |
| Healthcare real estate + Medical office buildings (NL) | 193,167 | 186,169 | 151,651 | 163,245 | 143,224 | 0 | 0 | 186,169 | 151,651 | 49,582 | 49,582 | 179,070 | 134,752 | 28,312 | 26,458 |
| Healthcare real estate (DE) | 376,367 | 255,633 | 214,165 | 265,710 | 208,907 | 39,997 | 39,997 | 255,633 | 214,165 | 0 | 0 | 260,959 | 202,953 | 0 | 0 |
| Healthcare real estate (Other) | 296,589 | 209,917 | 74,207 | 122,552 | 22,454 | 9,217 | 0 | 209,917 | 74,207 | 0 | 0 | 105,091 | 0 | 0 | 0 |
| TOTAL Healthcare real estate | 1,706,633 | 1,311,791 | 841,063 | 1,149,832 | 772,953 | 49,214 | 39,997 | 1,311,791 | 841,063 | 49,582 | 49,582 | 1,033,596 | 632,964 | 28,312 | 26,458 |
| TOTAL Offices | 449,942 | 395,276 | 302,182 | 398,476 | 385,153 | 0 | 0 | 395,276 | 302,182 | 283,845 | 283,845 | 317,585 | 282,929 | 424,648 | 345,511 |
| TOTAL Healthcare real estate + Offices | 2,156,575 | 1,707,067 | 1,143,245 | 1,548,308 | 1,158,106 | 49,214 | 39,997 | 1,707,067 | 1,143,245 | 333,427 | 333,427 | 1,351,181 | 915,893 | 452,960 | 371,969 |
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 published in the ‘Corporate Governance Statement’ chapter (see pages 198-216).
Reporting period
The indicators cover the period from 01.01.2022 to 31.12.2022. A comparison is made with the 2021 figures. No adjustments were made to the 2021 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 122-127). This analysis showed that all the EPRA performance indicators are material and therefore listed on the following pages.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 324
Portfolio coverage by indicator and segment (m²)
| 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 | 1,642,774 | 1,262,209 | 791,481 | 1,087,293 | 723,371 | 49,214 | 39,997 | 1,262,209 | 791,481 | 0 | 0 | 982,694 | 600,843 | 0 | 0 |
| Distribution networks | 315,665 | 18,258 | 4,520 | 27,797 | 12,353 | 0 | 0 | 18,258 | 4,520 | 0 | 0 | 9,043 | 9,043 | 0 | 0 |
| Single-tenant offices | 146,167 | 107,563 | 94,240 | 110,763 | 97,440 | 0 | 0 | 107,563 | 94,240 | 0 | 0 | 83,759 | 64,312 | 120,873 | 68,774 |
| TOTAL indirectly managed | 2,104,606 | 1,388,029 | 890,241 | 1,225,853 | 833,164 | 49,214 | 39,997 | 1,388,029 | 890,241 | 0 | 0 | 1,075,496 | 674,198 | 120,873 | 68,774 |
| Medical office buildings | 50,902 | 49,582 | 49,582 | 49,582 | 49,582 | 0 | 0 | 49,582 | 49,582 | 49,582 | 49,582 | 50,902 | 32,121 | 28,312 | 26,458 |
| Multi-tenant offices - shared | 245,908 | 245,908 | 175,803 | 245,908 | 245,908 | 0 | 0 | 245,908 | 175,803 | 245,908 | 245,908 | 201,687 | 186,478 | 245,908 | 234,932 |
| Private (purchase by landlord) | 146,182 | 146,182 | 146,182 | 0 | 0 | 0 | 0 | 146,182 | 146,182 | 0 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 99,726 | 99,726 | 29,621 | 0 | 0 | 0 | 0 | 99,726 | 29,621 | 0 | 0 | 0 | 0 | 0 | 0 |
| Head office | 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 | 3,868 |
| TOTAL directly managed | 300,678 | 299,358 | 229,253 | 299,358 | 299,358 | 0 | 0 | 299,358 | 229,253 | 299,358 | 299,358 | 256,457 | 222,467 | 278,088 | 265,258 |
| TOTAL INVESTMENT PROPERTIES | 2,405,284 | 1,687,388 | 1,119,494 | 1,525,212 | 1,132,522 | 49,214 | 39,997 | 1,687,388 | 1,119,494 | 299,358 | 299,358 | 1,331,953 | 896,665 | 398,961 | 334,032 |
Assets held for sale
| 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 | 12,957 | 0 | 0 | 12,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Distribution networks | 14,538 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Single-tenant offices | 16,062 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 16,062 | 0 |
| TOTAL indirectly managed | 43,557 | 0 | 0 | 12,957 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 16,062 | 0 |
Assets held for sale
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Multi-tenant offices - shared | 37,937 | 37,937 | 28,271 | 37,937 | 37,937 | 0 | 0 | 37,937 | 28,271 | 37,937 | 37,937 | 28,271 | 28,271 | 37,937 | 37,937 |
| Private (purchase by landlord) | 19,473 | 19,473 | 19,473 | 0 | 0 | 0 | 0 | 19,473 | 19,473 | 0 | 0 | 0 | 0 | 0 | 0 |
| Private (purchase by tenant) | 18,464 | 18,464 | 8,798 | 0 | 0 | 0 | 0 | 18,464 | 8,798 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL directly managed | 37,937 | 37,937 | 28,271 | 37,937 | 37,937 | 0 | 0 | 37,937 | 28,271 | 37,937 | 37,937 | 28,271 | 28,271 | 37,937 | 37,937 |
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| TOTAL CONSOLIDATED PORTFOLIO | 2,486,778 | 1,725,325 | 1,147,765 | 1,576,106 | 1,170,459 | 49,214 | 39,997 | 1,725,325 | 1,147,765 | 337,295 | 337,295 | 1,360,224 | 924,936 | 452,960 | 371,969 |
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PPP under finance lease | 138,855 | 115,532 | 115,532 | 115,532 | 115,532 | 0 | 0 | 115,532 | 115,532 | 0 | 0 | 39,600 | 39,600 | 75,932 | 0 |
| Other finance leases | 55,596 | 48,871 | 39,602 | 14,243 | 14,243 | 0 | 0 | 48,871 | 39,602 | 0 | 0 | 9,269 | 0 | 0 | 0 |
| TOTAL | 2,681,229 | 1,889,728 | 1,302,900 | 1,705,881 | 1,300,234 | 49,214 | 39,997 | 1,889,728 | 1,302,900 | 337,295 | 337,295 | 1,409,093 | 964,536 | 528,892 | 371,969 |
Portfolio coverage by indicator and segment (m²)
| 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) | 607,753 | 458,179 | 226,832 | 395,305 | 231,326 | 0 | 0 | 458,179 | 226,832 | 0 | 0 | 338,929 | 171,781 | 0 | 0 |
| Healthcare real estate (FR) | 232,757 | 201,893 | 174,208 | 203,020 | 167,042 | 0 | 0 | 201,893 | 174,208 | 0 | 0 | 149,547 | 123,478 | 0 | 0 |
| Healthcare real estate + Medical office buildings (NL) | 193,167 | 186,169 | 151,651 | 163,245 | 143,224 | 0 | 0 | 186,169 | 151,651 | 49,582 | 49,582 | 179,070 | 134,752 | 28,312 | 26,458 |
| Healthcare real estate (DE) | 376,367 | 255,633 | 214,165 | 265,710 | 208,907 | 39,997 | 39,997 | 255,633 | 214,165 | 0 | 0 | 260,959 | 202,953 | 0 | 0 |
| Healthcare real estate (Other) | 296,589 | 209,917 | 74,207 | 122,552 | 22,454 | 9,217 | 0 | 209,917 | 74,207 | 0 | 0 | 105,091 | 0 | 0 | 0 |
| TOTAL Healthcare real estate | 1,706,633 | 1,311,791 | 841,063 | 1,149,832 | 772,953 | 49,214 | 39,997 | 1,311,791 | 841,063 | 49,582 | 49,582 | 1,033,596 | 632,964 | 28,312 | 26,458 |
| TOTAL Offices | 449,942 | 395,276 | 302,182 | 398,476 | 385,153 | 0 | 0 | 395,276 | 302,182 | 283,845 | 283,845 | 317,585 | 282,929 | 424,648 | 345,511 |
| TOTAL Healthcare real estate + Offices | 2,156,575 | 1,707,067 | 1,143,245 | 1,548,308 | 1,158,106 | 49,214 | 39,997 | 1,707,067 | 1,143,245 | 333,427 | 333,427 | 1,351,181 | 915,893 | 452,960 | 371,969 |
70 % Electricity coverage
64 % Fuel coverage
53 % Water coverage
20 % Waste coverage
2,681,229 m² Surface of portfolio
325 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS
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.```markdown
| | Elec-Int | | | DH&C-Int | | | Fuels-Int | | | Energy-Int | | | Energy-Int-LfL | | |
| ------------------- | -------- | ------- | --- | -------- | ------- | --- | --------- | ------- | --- | ---------- | ------- | --- | -------------- | ------- | --- |
| | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ |
| Healthcare real estate | 55 | 54 | 1.8 % | 90 | 97 | -7.4 % | 94 | 105 | -10.6 % | 153 | 161 | -5.1 % | 139 | 158 | -12.5 % |
| Distribution networks | 59 | 35 | 70.0 % | 0 | 0 | 0.0 % | 76 | 29 | 162.5 % | 135 | 64 | 112.0 % | 51 | 49 | 3.5 % |
| Single-tenant offices | 225 | 209 | 7.7 % | 0 | 0 | 0.0 % | 66 | 94 | -29.3 % | 291 | 303 | -3.8 % | 303 | 308 | -1.8 % |
| TOTAL indirectly managed | 68 | 69 | -2.3 % | 90 | 97 | -7.4 % | 91 | 103 | -11.4 % | 163 | 174 | -6.3 % | 155 | 171 | -9.5 % |
| Medical office buildings | 77 | 84 | -7.6 % | 0 | 0 | 0.0 % | 44 | 65 | -32.5 % | 121 | 148 | -18.5 % | 121 | 153 | -21.1 % |
| Multi-tenant offices | 80 | 77 | 3.6 % | 0 | 0 | 0.0 % | 63 | 78 | -18.7 % | 143 | 155 | -7.6 % | 149 | 155 | -3.9 % |
| Head office | 90 | 75 | 20.3 % | 0 | 0 | 0.0 % | 60 | 71 | -16.6 % | 150 | 147 | 2.3 % | 150 | 147 | 2.3 % |
| TOTAL directly managed | 80 | 78 | 1.7 % | 0 | 0 | 0.0 % | 60 | 76 | -20.8 % | 140 | 154 | -9.4 % | 144 | 155 | -6.8 % |
| TOTAL INVESTMENT PROPERTIES | 70 | 71 | -1.8 % | 90 | 97 | -7.4 % | 85 | 96 | -11.5 % | 158 | 168 | -6.2 % | 151 | 167 | -9.4 % |
| Assets held for sale | | | | | | | | | | | | | | | |
| Healthcare real estate | 0 | 62 | 0.0 % | 0 | 0 | 0.0 % | 0 | 192 | -100.0 % | 0 | 254 | 0.0 % | 0 | 0 | 0.0 % |
| Distribution networks | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % |
| Single-tenant offices | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 0 | 62 | 0.0 % | 0 | 0 | 0.0 % | 0 | 192 | -100.0 % | 0 | 254 | 0.0 % | 0 | 0 | 0.0 % |
| Assets held for sale | | | | | | | | | | | | | | | |
| Multi-tenant offices - shared | 66 | 62 | 6.9 % | 0 | 0 | 0.0 % | 63 | 79 | -20.7 % | 129 | 141 | -8.6 % | 124 | 143 | -13.5 % |
| TOTAL directly managed | 66 | 62 | 6.9 % | 0 | 0 | 0.0 % | 63 | 79 | -20.7 % | 129 | 141 | -8.6 % | 124 | 143 | -13.5 % |
| TOTAL CONSOLIDATED PORTFOLIO | 70 | 71 | -1.6 % | 90 | 97 | -7.4 % | 84 | 96 | -12.5 % | 157 | 168 | -6.7 % | 151 | 166 | -9.5 % |
| PPP under finance lease | 40 | 52 | -23.4 % | 0 | 0 | 0.0 % | 138 | 91 | 51.6 % | 178 | 143 | 24.5 % | 178 | 166 | 7.1 % |
| Other finance leases | 82 | 0 | 0.0 % | 0 | 0 | 0.0 % | 31 | 0 | 0.0 % | 114 | 0 | 0.0 % | 118 | 0 | 0.0 % |
| TOTAL | 68 | 69 | -0.6 % | 90 | 97 | -7.4 % | 87 | 95 | -8.6 % | 158 | 165 | -4.1 % | 153 | 163 | -6.3 % |
- 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 in 2022 is due to the growth in activity after the COVID years.
| Elec-Int | DH&C-Int | Fuels-Int | Energy-Int | Energy-Int-LfL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | 2022 | 2021 | ∆ | |
| Healthcare real estate (BE) | 43 | 37 | 15.0 % | 0 | 0 | 0.0 % | 110 | 111 | -1.0 % | 153 | 148 | 3.0 % | 129 | 151 | -14.7 % |
| Healthcare real estate (FR) | 84 | 76 | 9.9 % | 0 | 0 | 0.0 % | 77 | 78 | -2.1 % | 161 | 155 | 3.8 % | 160 | 161 | -0.2 % |
| Healthcare real estate + Medical office buildings (NL) | 68 | 76 | -11.2 % | 0 | 0 | 0.0 % | 90 | 92 | -1.8 % | 158 | 168 | -6.1 % | 150 | 170 | -12.0 % |
| Healthcare real estate (DE) | 32 | 46 | -31.2 % | 88 | 97 | -8.9 % | 87 | 117 | -25.5 % | 132 | 171 | -22.5 % | 113 | 147 | -23.1 % |
| Healthcare real estate (Other) | 74 | 56 | 33.1 % | 96 | 0 | 0.0 % | 62 | 113 | -44.9 % | 144 | 169 | -14.9 % | 160 | 213 | -25.0 % |
| TOTAL Healthcare real estate | 56 | 55 | 0.4 % | 90 | 97 | -7.4 % | 91 | 103 | -12.1 % | 150 | 161 | -6.4 % | 137 | 158 | -12.9 % |
| TOTAL Offices | 118 | 116 | 2.2 % | 0 | 0 | 0.0 % | 64 | 82 | -21.8 % | 182 | 198 | -7.8 % | 194 | 202 | -3.6 % |
| TOTAL Healthcare real estate + Offices | 70 | 71 | -2.1 % | 90 | 97 | -7.4 % | 84 | 97 | -13.0 % | 157 | 169 | -7.1 % | 151 | 167 | -9.5 % |
- No information is available for healthcare real estate in Ireland.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 326
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 | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||
| Healthcare real estate | 218/282 | 77 % | 68,979 | 48,697 | 43,262 | 41,928 | 3.2 % | 4.3 % | 17.9 % |
| Distribution networks | 30/883 | 6 % | 1,077 | 560 | 140 | 100 | 39.2 % | 0.0 % | 29.2 % |
| Single-tenant offices | 12/18 | 74 % | 24,184 | 22,323 | 22,078 | 21,487 | 2.8 % | 1.0 % | 7.0 % |
| TOTAL indirectly managed | 260/1,183 | 66 % | 94,241 | 71,579 | 65,480 | 63,515 | 3.1 % | 3.4 % | 15.2 % |
| Medical office buildings | 16/17 | 97 % | 3,835 | 4,188 | 3,835 | 4,188 | -8.4 % | 0.0 % | 0.0 % |
| Multi-tenant offices - shared | 30/30 | 100 % | 10,278 | 8,528 | 7,700 | 6,979 | 10.3 % | 0.0 % | 0.0 % |
| Private (purchase by landlord) | 14/14 | 100 % | 6,512 | 6,897 | 6,512 | 5,811 | 12.1 % | 0.0 % | 0.3 % |
| Private (purchase by tenant) | 16/16 | 100 % | 2,866 | 724 | 868 | 724 | 20.0 % | 0.0 % | 45.2 % |
| Head office | 1/1 | 100 % | 350 | 291 | 350 | 291 | 20.3 % | 1.5 % | 0.0 % |
| TOTAL directly managed | 47/48 | 100 % | 23,841 | 20,628 | 19,265 | 17,993 | 7.1 % | 0.0 % | 5.5 % |
| TOTAL INVESTMENT PROPERTIES | 307/1,231 | 70 % | 118,081 | 92,207 | 84,744 | 81,508 | 4.0 % | 2.7 % | 13.3 % |
| Assets held for sale | |||||||||
| Healthcare real estate | 0/1 | 0 % | 0 | 154 | 0 | 0 | 0.0 % | 0.0 % | 0.0 % |
| Distribution networks | 0/56 | 0 % | 0 | 0 | 0 | 0 | 0.0 % | 0.0 % | 0.0 % |
| Single-tenant offices | 0/1 | 0 % | 0 | 0 | 0 | 0 | 0.0 % | 0.0 % | 0.0 % |
| TOTAL indirectly managed | 0/58 | 0 % | 0 | 154 | 0 | 0 | 0.0 % | 0.0 % | 0.0 % |
| Assets held for sale | |||||||||
| Multi-tenant offices - shared | 7/7 | 100 % | 1,310 | 1,173 | 1,061 | 998 | 6.3 % | 0.0 % | 0.0 % |
| Private (purchase by landlord) | 4/4 | 100 % | 441 | 609 | 441 | 469 | -6.0 % | 0.0 % | 0.0 % |
| Private (purchase by tenant) | 3/3 | 100 % | 755 | 220 | 215 | 220 | -2.3 % | 0.0 % | 35.6 % |
| TOTAL directly managed | 7/7 | 100 % | 2,507 | 2,002 | 1,717 | 1,687 | 1.8 % | 0.0 % | 10.7 % |
| TOTAL CONSOLIDATED PORTFOLIO | 314/1,296 | 69 % | 120,588 | 94,364 | 86,461 | 83,195 | 3.9 % | 2.7 % | 13.2 % |
| PPP under finance lease | 5/6 | 83 % | 4,572 | 9,216 | 4,572 | 7,740 | -40.9 % | 0.0 % | 32.3 % |
| Other finance leases | 8/9 | 88 % | 4,016 | 0 | 3,424 | 0 | 0.0 % | 0.0 % | 0.0 % |
| TOTAL | 327/1,311 | 70 % | 129,176 | 103,580 | 94,457 | 90,934 | 3.9 % | 2.5 % | 13.5 % |
- 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.
- No information available for the distribution networks in France and in the Netherlands.
| Number/ total of buildings | Coverage in m² | Elec-Abs | Elec-LfL | Electricity from renewable sources | Estimated electricity consumption | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||
| Healthcare real estate (BE) | 64/90 | 75 % | 19,549 | 9,926 | 8,625 | 7,985 | 8.0 % | 12.9 % | 4.6 % |
| Healthcare real estate (FR) | 46/51 | 87 % | 16,961 | 14,457 | 15,182 | 13,430 | 13.0 % | 0.0 % | 42.8 % |
| Healthcare real estate + Medical office buildings (NL) | 45/49 | 96 % | 12,567 | 11,578 | 10,691 | 11,578 | -7.7 % | 3.7 % | 4.5 % |
| Healthcare real estate (DE) | 40/56 | 68 % | 8,170 | 12,376 | 7,448 | 8,550 | -12.9 % | 0.0 % | 41.9 % |
| Healthcare real estate (Other) | 39/54 | 71 % | 15,568 | 4,701 | 5,151 | 4,572 | 12.6 % | 0.0 % | 1.3 % |
| TOTAL Healthcare real estate | 234/300 | 77 % | 72,814 | 53,039 | 47,097 | 46,115 | 2.1 % | 4.1 % | 17.0 % |
| TOTAL Offices | 50/57 | 88 % | 46,696 | 40,765 | 39,224 | 36,979 | 6.1 % | 0.5 % | 7.0 % |
| TOTAL Healthcare real estate + Offices | 284/357 | 79 % | 119,510 | 93,804 | 86,321 | 83,094 | 3.9 % | 2.7 % | 13.1 % |
- No information is available for healthcare real estate in Ireland.
Total fuel consumption (MWh/year)
Based on disclosures GRI 302-1 and 302-2
The types of fuel used are gas, fuel and pellets.
| Number/ total of buildings | Coverage in m² | Fuels-Abs | Fuels-LfL | Estimated fuel consumption | ||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||
| Healthcare real estate | 186/282 | 66 % | 102,411 | 92,174 | 57,213 | 74,919 | -23.6 % | 18.8 % |
| Distribution networks | 31/883 | 9 % | 2,111 | 423 | 248 | 334 | -25.8 % | 38.0 % |
| Single-tenant offices | 13/18 | 76 % | 7,351 | 10,329 | 6,658 | 7,806 | -14.7 % | 3.8 % |
| TOTAL indirectly managed | 230/1,183 | 58 % | 111,873 | 102,926 | 64,119 | 83,059 | -22.8 % | 18.2 % |
| Medical office buildings | 16/17 | 97 % | 2,163 | 3,235 | 2,163 | 3,235 | -33.1 % | 7.4 % |
| Multi-tenant offices | 30/30 | 100 % | 15,575 | 21,739 | 15,575 | 19,267 | -19.2 % | 5.2 % |
| Head office | 1/1 | 100 % | 230 | 276 | 230 | 276 | -16.6 % | 0.0 % |
| TOTAL directly managed | 47/48 | 100 % | 17,968 | 25,250 | 17,968 | 22,778 | -21.1 % | 5.4 % |
| TOTAL INVESTMENT PROPERTIES | 277/1,231 | 63 % | 129,841 | 128,176 | 82,087 | 105,837 | -22.4 % | 16.4 % |
| Assets held for sale | ||||||||
| Healthcare real estate | 1/1 | 100 % | 0 | 479 | 0 | 0 | 0.0 % | 0.0 % |
| Distribution networks | 0/56 | 0 % | 0 | 0 | 0 | 0 | 0.0 % | 0.0 % |
| Single-tenant offices | 0/1 | 0 % | 0 | 0 | 0 | 0 | 0.0 % | 0.0 % |
| TOTAL indirectly managed | 1/58 | 30 % | 0 | 479 | 0 | 0 | 0.0 % | 0.0 % |
| Assets held for sale | ||||||||
| Multi-tenant offices - shared | 7/7 | 100 % | 2,387 | 3,337 | 2,387 | 3,158 | -24.4 % | 0.0 % |
| TOTAL directly managed | 7/7 | 100 % | 2,387 | 3,337 | 2,387 | 3,158 | -24.4 % | 0.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 285/1,296 | 63 % | 132,228 | 131,992 | 84,474 | 108,994 | -22.5 % | 16.1 % |
| PPP under finance lease | 5/6 | 83 % | 15,997 | 16,299 | 15,997 | 11,458 | 39.6 % | 72.5 % |
| Other finance leases | 2/9 | 26 % | 447 | 0 | 447 | 0 | 0.0 % | 85.5 % |
| TOTAL | 292/1,311 | 64 % | 148,672 | 148,291 | 100,917 | 120,452 | -16.2 % | 22.4 % |
- The values of fuels used consist of 93.6 % natural gas, 1.2 % propane gas, 4.7 % fuel and 0.5 % 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 in the Netherlands.
- The types of fuel used come for 0.5 % from renewable sources, corresponding to pellets.
```## Estimated fuel consumption
| Number/ total of buildings | Coverage in m² | Fuels-Abs | Fuels-LfL | Estimated fuel consumption 2022 | 2021 | ∆ |
|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 57/90 | 65 % | 43,497 | 29,225 | 20,943 | 26,719 |
| Healthcare real estate (FR) | 44/51 | 87 % | 15,571 | 14,229 | 12,221 | 13,967 |
| Healthcare real estate + Medical office buildings (NL) | 39/49 | 85 % | 14,743 | 13,420 | 11,342 | 13,420 |
| Healthcare real estate (DE) | 40/56 | 71 % | 23,127 | 29,464 | 12,835 | 20,637 |
| Healthcare real estate (Other) | 23/54 | 41 % | 7,636 | 9,549 | 2,035 | 3,410 |
| TOTAL Healthcare real estate | 203/300 | 67 % | 104,574 | 95,888 | 59,376 | 78,154 |
| TOTAL Offices | 51/57 | 89 % | 25,543 | 35,682 | 24,850 | 30,507 |
| TOTAL Healthcare real estate + Offices | 254/357 | 72 % | 130,117 | 131,569 | 84,226 | 108,660 |
- No information is available for healthcare real estate in Ireland.
- The types of fuel used come for 0.5 % from renewable sources, corresponding to pellets.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 328
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
Total fuel consumption - comparison
| Number/ total of buildings | Coverage in m² | Normalised consumption MWh 2022 | 2021 | ∆ | Normalised Like-for-Like consumption MWh 2022 | 2021 | ∆ | Normalised intensity kWh/m² 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 186/282 | 66 % | 125,023 | 89,997 | -4.5 % | 69,845 | 73,150 | -4.5 % | 115 | 103 | 11.8 % |
| Distribution networks | 31/883 | 9 % | 2,577 | 413 | -7.3 % | 302 | 326 | -7.3 % | 93 | 28 | 228.2 % |
| Single-tenant offices | 13/18 | 76 % | 8,974 | 10,085 | 6.6 % | 8,128 | 7,622 | 6.6 % | 81 | 92 | -11.5 % |
| TOTAL indirectly managed | 230/1,183 | 58 % | 136,574 | 100,495 | -3.5 % | 78,276 | 81,098 | -3.5 % | 111 | 101 | 10.8 % |
| Medical office buildings | 16/17 | 97 % | 2,640 | 3,158 | -16.4 % | 2,640 | 3,158 | -16.4 % | 53 | 63 | -15.7 % |
| Multi-tenant offices | 30/30 | 100 % | 19,014 | 21,225 | 1.1 % | 19,014 | 18,812 | 1.1 % | 77 | 76 | 1.7 % |
| Head office | 1/1 | 100 % | 281 | 270 | 4.3 % | 281 | 270 | 4.3 % | 73 | 70 | 4.3 % |
| TOTAL directly managed | 47/48 | 100 % | 21,936 | 24,653 | -1.4 % | 21,936 | 22,240 | -1.4 % | 73 | 74 | -1.0 % |
| TOTAL INVESTMENT PROPERTIES | 277/1,231 | 63 % | 158,510 | 125,149 | -3.0 % | 100,211 | 103,337 | -3.0 % | 104 | 94 | 10.6 % |
| Assets held for sale | |||||||||||
| Healthcare real estate | 1/1 | 100 % | 0 | 468 | 0.0 % | 0 | 0 | 0.0 % | 0 | 187 | -100.0 % |
| Distribution networks | 0/56 | 0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % |
| Single-tenant offices | 0/1 | 0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 1/58 | 30 % | 0 | 468 | 0.0 % | 0 | 0 | 0.0 % | 0 | 187 | -100.0 % |
| Assets held for sale | |||||||||||
| Multi-tenant offices - shared | 7/7 | 100 % | 2,914 | 3,259 | -5.5 % | 2,914 | 3,083 | -5.5 % | 77 | 77 | -0.8 % |
| TOTAL directly managed | 7/7 | 100 % | 2,914 | 3,259 | -5.5 % | 2,914 | 3,083 | -5.5 % | 77 | 77 | -0.8 % |
| TOTAL CONSOLIDATED PORTFOLIO | 285/1,296 | 63 % | 161,424 | 128,875 | -3.1 % | 103,125 | 106,421 | -3.1 % | 102 | 94 | 9.4 % |
| PPP under finance lease | 5/6 | 83 % | 19,529 | 15,914 | 74.6 % | 19,529 | 11,187 | 74.6 % | 169 | 89 | 89.5 % |
| Other finance leases | 2/9 | 26 % | 546 | 0 | 0.0 % | 546 | 0 | 0.0 % | 38 | 0 | 0.0 % |
| TOTAL | 292/1,311 | 64 % | 181,498 | 144,789 | 4.8 % | 123,199 | 117,608 | 4.8 % | 106 | 93 | 14.3 % |
- The 15/15 DD in Uccle/Ukkel for 2021 was 1,948.
- The 15/15 DD in Uccle/Ukkel for 2022 was 1,558.
- The NDD in Uccle/Ukkel was 1,902 (base year 2015).
- The decrease in the consolidated portfolio shows that although it was warmer in 2022, a decrease in fuel consumption in a constant climate was achieved.
Total urban heating and refrigeration consumption (MWh/year)
Based on disclosure GRI 302-2
| Number/ total of buildings | Coverage in m² | DH&C-Abs 2022 | 2021 | ∆ | DH&C-LfL Energy from renewable sources 2022 | 2021 | ∆ | Estimated energy consumption | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 12/283 | 3 % | 4,408 | 4,512 | -4.6 % | 3,525 | 3,695 | -4.6 % | 100.0 % |
| TOTAL indirectly managed | 12/1,256 | 2 % | 4,408 | 4,512 | -4.6 % | 3,525 | 3,695 | -4.6 % | 100.0 % |
- The conversion factor used is 278 kWh/GJ.
- Cofinimmo’s buildings are not supplied with urban refrigeration.
- The buildings supplied by a district heating system are located in Germany and Finland.
329 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
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 2022 | 2021 | GHG-Dir-Abs 2022 | 2021 | GHG-Abs 2022 | 2021 | GHG-Abs-LfL 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 34,442 | 28,962 | 0 | 0 | 34,442 | 28,962 | 20,168 | 23,805 | -15.3 % |
| Distribution networks | 611 | 177 | 0 | 0 | 611 | 177 | 74 | 85 | -12.7 % |
| Single-tenant offices | 5,497 | 5,711 | 0 | 0 | 5,497 | 5,711 | 5,007 | 5,060 | -1.0 % |
| TOTAL indirectly managed | 40,549 | 34,850 | 0 | 0 | 40,549 | 34,850 | 25,249 | 28,949 | -12.8 % |
| Medical office buildings | 1,161 | 1,286 | 443 | 663 | 1,604 | 1,949 | 1,604 | 1,949 | -17.7 % |
| Multi-tenant offices - shared | 1,696 | 1,373 | 3,285 | 4,617 | 4,981 | 5,990 | 4,556 | 5,234 | -13.0 % |
| Private (purchase by landlord) | 1,074 | 1,110 | 0 | 0 | 1,074 | 1,110 | 1,074 | 936 | 14.8 % |
| Private (purchase by tenant) | 473 | 117 | 0 | 0 | 473 | 117 | 143 | 117 | 22.9 % |
| Head office | 58 | 47 | 47 | 57 | 105 | 103 | 105 | 103 | 1.5 % |
| TOTAL directly managed | 4,461 | 3,933 | 3,776 | 5,337 | 8,237 | 9,269 | 7,482 | 8,338 | -10.3 % |
| TOTAL INVESTMENT PROPERTIES | 45,010 | 38,783 | 3,776 | 5,337 | 48,786 | 44,119 | 32,731 | 37,287 | -12.2 % |
| Assets held for sale | |||||||||
| Healthcare real estate | 0 | 106 | 0 | 0 | 0 | 106 | 0 | 0 | 0.0 % |
| Distribution networks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| Single-tenant offices | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 0 | 106 | 0 | 0 | 0 | 106 | 0 | 0 | 0.0 % |
| Assets held for sale | |||||||||
| Multi-tenant offices - shared | 216 | 189 | 489 | 684 | 705 | 873 | 664 | 808 | -17.8 % |
| Private (purchase by landlord) | 73 | 98 | 0 | 0 | 73 | 98 | 73 | 76 | -3.7 % |
| Private (purchase by tenant) | 125 | 35 | 0 | 0 | 125 | 35 | 35 | 35 | 0.2 % |
| TOTAL directly managed | 414 | 322 | 489 | 684 | 903 | 1,007 | 773 | 919 | -15.9 % |
| TOTAL CONSOLIDATED PORTFOLIO | 45,424 | 39,211 | 4,265 | 6,021 | 49,689 | 45,232 | 33,503 | 38,206 | -12.3 % |
| PPP under finance lease | 4,034 | 4,799 | 0 | 0 | 4,034 | 4,799 | 4,034 | 3,569 | 13.0 % |
| Other finance leases | 650 | 0 | 0 | 0 | 650 | 0 | 619 | 0 | 0.0 % |
| TOTAL | 50,107 | 44,010 | 4,265 | 6,021 | 54,372 | 50,031 | 38,156 | 41,775 | -8.7 % |
- 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 2022). Belgium : 165.0 g CO 2 e / Kwh / France : 51.4 g CO 2 e/Kwh / Netherlands : 302.8 g CO 2 e/Kwh / Germany : 312.6 g CO 2 e/Kwh, Spain : 154.1 g CO 2 e/Kwh / Finland : 72.9 g CO 2 e / Kwh / Italy : 265.7 g CO 2 e/Kwh / United Kingdom : 195.3 g CO 2 e/Kwh.
- The CO 2 emission factor for natural gas and propane gas is 205.0 g CO 2 e/kWh (Source : Bilan Carbone 8.8).
- No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Ireland.
- The CO 2 emission factor for fuel oil is 285.3 g CO 2 e/kWh (Source : DEFRA 2022).
- The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 323-325.
- The CO 2 emission factor for urban heating is 170.7 g CO 2 e/kWh (Source : DEFRA 2022).
- The CO 2 emission factor for pellets is 10.5 g CO 2 e/kWh (Source : DEFRA 2022).
| GHG-Indir-Abs 2022 | 2021 | GHG-Dir-Abs 2022 | 2021 | GHG-Abs 2022 | 2021 | GHG-Abs-LfL 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 12,215 | 7,675 | 0 | 0 | 12,215 | 7,675 | 5,789 | 6,849 | -15.5 % |
| Healthcare real estate (FR) | 4,464 | 3,857 | 0 | 0 | 4,464 | 3,857 | 3,649 | 3,539 | 3.1 % |
| Healthcare real estate + Medical office buildings (NL) | 6,384 | 5,643 | 443 | 663 | 6,827 | 6,306 | 5,562 | 6,306 | -11.8 % |
| Healthcare real estate (DE) | 7,806 | 10,719 | 0 | 0 | 7,806 | 10,719 | 5,561 | 7,619 | -27.0 % |
| Healthcare real estate (Other) | 4,734 | 2,460 | 0 | 0 | 4,734 | 2,460 | 1,211 | 1,441 | -16.0 % |
| TOTAL Healthcare real estate | 35,603 | 30,353 | 443 | 663 | 36,046 | 31,017 | 21,772 | 25,754 | -15.5 % |
| TOTAL Offices | 9,210 | 8,681 | 3,822 | 5,358 | 13,032 | 14,038 | 11,658 | 12,368 | -5.7 % |
| TOTAL Healthcare real estate + Offices | 44,813 | 39,034 | 4,265 | 6,021 | 49,078 | 45,055 | 33,430 | 38,122 | -12.3 % |
The conversion factors used above are based on location.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 330
Taking into account the market conversion coefficients, the line ‘TOTAL directly managed’ (excluding private consumption of the offices) of indirect emissions becomes 0 following the green electricity contract that Cofinimmo Services and Superstone have signed for all the surfaces under operational control.
| GHG-Indir-Abs 2022 | 2021 | GHG-Dir-Abs 2022 | 2021 | GHG-Abs 2022 | 2021 | GHG-Abs-LfL 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 34,442 | 28,962 | 0 | 0 | 34,442 | 28,962 | 20,168 | 23,805 | -15.3 % |
| Distribution networks | 611 | 177 | 0 | 0 | 611 | 177 | 74 | 85 | -12.7 % |
| Single-tenant offices | 5,497 | 5,711 | 0 | 0 | 5,497 | 5,711 | 5,007 | 5,060 | -1.0 % |
| TOTAL indirectly managed | 40,549 | 34,850 | 0 | 0 | 40,549 | 34,850 | 25,249 | 28,949 | -12.8 % |
| Medical office buildings | 0 | 0 | 443 | 663 | 443 | 663 | 443 | 663 | -33.1 % |
| Multi-tenant offices - shared | 0 | 0 | 3,285 | 4,617 | 3,285 | 4,617 | 3,285 | 4,110 | -20.1 % |
| Private (purchase by landlord) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| Private (purchase by tenant) | 473 | 117 | 0 | 0 | 473 | 117 | 143 | 117 | 22.9 % |
| Head office | 0 | 0 | 47 | 57 | 47 | 57 | 47 | 57 | -16.6 % |
| TOTAL directly managed | 473 | 117 | 3,776 | 5,337 | 4,249 | 5,453 | 3,919 | 4,946 | -20.8 % |
| TOTAL INVESTMENT PROPERTIES | 41,021 | 34,967 | 3,776 | 5,337 | 44,797 | 40,303 | 29,168 | 33,896 | -13.9 % |
| Assets held for sale | |||||||||
| Healthcare real estate | 0 | 106 | 0 | 0 | 0 | 106 | 0 | 0 | 0.0 % |
| Distribution networks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| Single-tenant offices | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 0 | 106 | 0 | 0 | 0 | 106 | 0 | 0 | 0.0 % |
| Assets held for sale | |||||||||
| Multi-tenant offices - shared | 0 | 0 | 489 | 684 | 489 |
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 12,215 | 7,675 | 0 | 0 | 12,215 | 7,675 | 5,789 | 6,849 | -15.5 % |
| Healthcare real estate (FR) | 4,464 | 3,857 | 0 | 0 | 4,464 | 3,857 | 3,649 | 3,539 | 3.1 % |
| Healthcare real estate + Medical office buildings (NL) | 5,223 | 4,357 | 443 | 663 | 5,666 | 5,020 | 4,401 | 5,020 | -12.3 % |
| Healthcare real estate (DE) | 7,806 | 10,719 | 0 | 0 | 7,806 | 10,719 | 5,561 | 7,619 | -27.0 % |
| Healthcare real estate (Other) | 4,734 | 2,460 | 0 | 0 | 4,734 | 2,460 | 1,211 | 1,441 | -16.0 % |
| TOTAL Healthcare real estate | 34,442 | 29,068 | 443 | 663 | 34,885 | 29,731 | 20,611 | 24,468 | -15.8 % |
| TOTAL Offices | 6,094 | 5,863 | 3,822 | 5,358 | 9,916 | 11,221 | 9,008 | 10,026 | -10.2 % |
| TOTAL Healthcare real estate + Offices | 40,536 | 34,931 | 4,265 | 6,021 | 44,801 | 40,952 | 29,619 | 34,494 | -14.1 % |
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.
331 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
GHG-Indir-Abs GHG-Dir-Abs GHG-Abs 2022 2021 2022 2021 2022 2021 ∆
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|
| Infrastructure | 0 | 0 | 42 | 50 | 42 | 50 | -15.8 % |
| Company cars | 0 | 0 | 273 | 210 | 273 | 210 | 29.9 % |
| TOTAL Scopes 1 + 2 | 0 | 0 | 315 | 260 | 315 | 260 | 21.1 % |
| Cat. 1 - Paper purchase | 1 | 1 | 0 | 0 | 1 | 1 | 20.0 % |
| Cat. 2 - Equipments | 182 | 188 | 0 | 0 | 182 | 188 | -3.1 % |
| Cat. 3 - Scopes 1 + 2 - upstream | 102 | 64 | 0 | 0 | 102 | 64 | 58.8 % |
| Cat. 5 - Waste | 2 | 1 | 0 | 0 | 2 | 1 | 140.0 % |
| Cat. 6 - Business trips | 45 | 16 | 0 | 0 | 45 | 16 | 179.4 % |
| Cat. 7 - Home-work commuting | 39 | 7 | 0 | 0 | 39 | 7 | 460.0 % |
| Cat. 9 - Visitors | 3 | 0 | 0 | 0 | 3 | 0 | 0.0 % |
| TOTAL Scope 3 | 374 | 277 | 0 | 0 | 374 | 277 | 35.1 % |
| TOTAL Head office | 374 | 277 | 315 | 260 | 689 | 537 | 28.3 % |
- The values indicated are excluded from the external assurance carried out by Deloitte Réviseurs d’Entreprises/Bedrijfsrevisoren SRL/BV.
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 2022 2021 2022 2021 2022 2021 2022 2021 ∆
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 27.3 | 31.9 | 0.0 | 0.0 | 27.3 | 31.9 | 25.5 | 30.1 | -15.3 % |
| Distribution networks | 33.4 | 11.0 | 0.0 | 0.0 | 33.4 | 11.0 | 16.3 | 18.7 | -12.7 % |
| Single-tenant offices | 51.1 | 53.4 | 0.0 | 0.0 | 51.1 | 53.4 | 53.1 | 53.7 | -1.0 % |
| TOTAL indirectly managed | 29.2 | 33.8 | 0.0 | 0.0 | 29.2 | 33.8 | 28.4 | 32.5 | -12.8 % |
| Medical office buildings | 23.3 | 25.7 | 8.9 | 13.3 | 32.4 | 39.0 | 32.4 | 39.3 | -17.7 % |
| Multi-tenant offices - shared | 6.9 | 6.6 | 13.4 | 16.5 | 20.3 | 23.1 | 25.9 | 29.8 | -13.0 % |
| Private (purchase by landlord) | 7.3 | 6.2 | 0.0 | 0.0 | 7.3 | 6.2 | 7.3 | 6.4 | 14.8 % |
| Private (purchase by tenant) | 4.7 | 3.9 | 0.0 | 0.0 | 4.7 | 3.9 | 4.8 | 3.9 | 22.9 % |
| Head office | 14.9 | 12.1 | 12.2 | 14.6 | 27.1 | 26.7 | 27.1 | 26.7 | 1.5 % |
| TOTAL directly managed | 14.9 | 14.9 | 12.6 | 16.0 | 27.5 | 31.0 | 32.6 | 36.4 | -10.3 % |
| TOTAL INVESTMENT PROPERTIES | 26.7 | 30.0 | 2.5 | 4.0 | 29.2 | 34.0 | 29.2 | 33.3 | -12.2 % |
| Assets held for sale Healthcare real estate | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Distribution networks | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Single-tenant offices | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| TOTAL indirectly managed | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Multi-tenant offices - shared | 5.7 | 5.8 | 12.9 | 16.3 | 18.6 | 22.1 | 23.5 | 28.6 | -17.8 % |
| Assets held for sale Private (purchase by landlord) | 3.7 | 4.2 | 0.0 | 0.0 | 3.7 | 4.2 | 3.7 | 3.9 | -3.7 % |
| Assets held for sale Private (purchase by tenant) | 6.7 | 4.0 | 0.0 | 0.0 | 6.7 | 4.0 | 4.0 | 4.0 | 0.2 % |
| TOTAL directly managed | 10.9 | 9.9 | 12.9 | 16.3 | 23.8 | 26.2 | 27.3 | 32.5 | -15.9 % |
| TOTAL CONSOLIDATED PORTFOLIO | 26.3 | 29.5 | 2.7 | 4.4 | 29.0 | 33.9 | 29.2 | 33.3 | -12.3 % |
| PPP under finance lease | 34.9 | 26.9 | 0.0 | 0.0 | 34.9 | 26.9 | 34.9 | 30.9 | 13.0 % |
| Other finance leases | 13.3 | 0.0 | 0.0 | 0.0 | 13.3 | 0.0 | 15.6 | 0.0 | 0.0 % |
| TOTAL | 26.5 | 29.2 | 2.5 | 3.9 | 29.0 | 33.1 | 29.3 | 32.1 | -8.7 % |
- 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 2022). Belgium : 165.0 g CO 2 e / Kwh / France : 51.4 g CO 2 e/Kwh / Netherlands : 302.8 g CO 2 e/Kwh / Germany : 312.6 g CO 2 e/Kwh, Spain : 154.1 g CO 2 e/Kwh / Finland : 72.9 g CO 2 e / Kwh / Italy : 265.7 g CO 2 e/Kwh / United Kingdom : 195.3 g CO 2 e/Kwh.
- The CO 2 emission factor for natural gas and propane gas is 205.0 g CO 2 e/kWh (Source : Bilan Carbone 8.8).
- No information is available for the distribution networks in France and the Netherlands and healthcare real estate in Ireland.
- The CO 2 emission factor for fuel oil is 285.3 g CO 2 e/kWh (Source : DEFRA 2022).
- The CO 2 emission factor for urban heating is 170.7 g CO 2 e/kWh (Source : DEFRA 2022).
- The CO 2 emission factor for pellets is 10.5 g CO 2 e/kWh (Source : DEFRA 2022).
332 I GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL 2022 2021 2022 2021 2022 2021 2022 2021 ∆
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 26.7 | 28.7 | 0.0 | 0.0 | 26.7 | 28.7 | 25.5 | 30.2 | -15.5 % |
| Healthcare real estate (FR) | 22.1 | 20.4 | 0.0 | 0.0 | 22.1 | 20.4 | 20.9 | 20.3 | 3.1 % |
| Healthcare real estate + Medical office buildings (NL) | 34.3 | 37.0 | 2.4 | 4.4 | 36.7 | 41.4 | 36.7 | 41.6 | -11.8 % |
| Healthcare real estate (DE) | 30.5 | 40.2 | 0.0 | 0.0 | 30.5 | 40.2 | 26.0 | 35.6 | -27.0 % |
| Healthcare real estate (Other) | 22.6 | 29.1 | 0.0 | 0.0 | 22.6 | 29.1 | 16.3 | 19.4 | -16.0 % |
| TOTAL Healthcare real estate | 27.1 | 31.6 | 0.3 | 0.7 | 27.5 | 32.3 | 25.9 | 30.6 | -15.5 % |
| TOTAL Offices | 23.3 | 24.6 | 9.7 | 15.2 | 33.0 | 39.8 | 38.6 | 40.9 | -5.7 % |
| TOTAL Healthcare real estate + Offices | 26.3 | 29.7 | 2.5 | 4.6 | 28.8 | 34.3 | 29.2 | 33.3 | -12.3 % |
The conversion factors used above are based on location. Taking into account the market conversion coefficients, the line ‘TOTAL directly managed’ (excluding private consumption of the offices) of indirect emissions becomes 0 following the green electricity contract that Cofinimmo Services and Superstone have signed for all the surfaces under operational control.
GHG-Indir-Int GHG-Dir-Int GHG-Int GHG-Int-LfL 2022 2021 2022 2021 2022 2021 2022 2021 ∆
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 27.3 | 31.9 | 0.0 | 0.0 | 27.3 | 31.9 | 25.5 | 30.1 | -15.3 % |
| Distribution networks | 33.4 | 11.0 | 0.0 | 0.0 | 33.4 | 11.0 | 16.3 | 18.7 | -12.7 % |
| Single-tenant offices | 51.1 | 53.4 | 0.0 | 0.0 | 51.1 | 53.4 | 53.1 | 53.7 | -1.0 % |
| TOTAL indirectly managed | 29.2 | 33.8 | 0.0 | 0.0 | 29.2 | 33.8 | 28.4 | 32.5 | -12.8 % |
| Medical office buildings | 0.0 | 0.0 | 8.9 | 13.3 | 8.9 | 13.3 | 8.9 | 13.4 | -33.1 % |
| Multi-tenant offices - shared | 0.0 | 0.0 | 13.4 | 16.5 | 13.4 | 16.5 | 18.7 | 23.4 | -20.1 % |
| Private (purchase by landlord) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| Private (purchase by tenant) | 4.7 | 3.9 | 0.0 | 0.0 | 4.7 | 3.9 | 4.8 | 3.9 | 22.9 % |
| Head office | 0.0 | 0.0 | 12.2 | 14.6 | 12.2 | 14.6 | 12.2 | 14.6 | -16.6 % |
| TOTAL directly managed | 1.6 | 0.4 | 12.6 | 16.0 | 14.2 | 16.5 | 17.1 | 21.6 | -20.8 % |
| TOTAL INVESTMENT PROPERTIES | 24.3 | 27.0 | 2.5 | 4.0 | 26.8 | 31.0 | 26.1 | 30.3 | -13.9 % |
| Assets held for sale Healthcare real estate | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Distribution networks | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Single-tenant offices | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| TOTAL indirectly managed | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 | 42.4 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Multi-tenant offices - shared | 0.0 | 0.0 | 12.9 | 16.3 | 12.9 | 16.3 | 17.3 | 22.9 | -24.4 % |
| Assets held for sale Private (purchase by landlord) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 % |
| Assets held for sale Private (purchase by tenant) | 6.7 | 4.0 | 0.0 | 0.0 | 6.7 | 4.0 | 4.0 | 4.0 | 0.2 % |
| TOTAL directly managed | 3.3 | 1.1 | 12.9 | 16.3 | 16.2 | 17.4 | 18.6 | 24.2 | -23.1 % |
| TOTAL CONSOLIDATED PORTFOLIO | 23.8 | 26.4 | 2.7 | 4.4 | 26.6 | 30.8 | 25.9 | 30.1 | -14.1 % |
| PPP under finance lease | 34.9 | 26.9 | 0.0 | 0.0 | 34.9 | 26.9 | 34.9 | 30.9 | 13.0 % |
| Other finance leases | 13.3 | 0.0 | 0.0 | 0.0 | 13.3 | 0.0 | 15.6 | 0.0 | 0.0 % |
| TOTAL | 24.3 | 26.5 | 2.5 | 3.9 | 26.8 | 30.4 | 26.4 | 29.3 | -10.0 % |
APPENDICES TO THE ESG REPORT
EPRA PERFORMANCE INDICATORS
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ∆ | |
| Healthcare real estate (BE) | 26.7 | 28.7 | 0.0 | 0.0 | 26.7 | 28.7 | 25.5 | 30.2 | -15.5 % |
| Healthcare real estate (FR) | 22.1 | 20.4 | 0.0 | 0.0 | 22.1 | 20.4 | 20.9 | 20.3 | 3.1 % |
| Healthcare real estate + Medical office buildings (NL) | 28.1 | 28.6 | 2.4 | 4.4 | 30.4 | 33.0 | 29.0 | 33.1 | -12.3 % |
| Healthcare real estate (DE) | 30.5 | 40.2 | 0.0 | 0.0 | 30.5 | 40.2 | 26.0 | 35.6 | -27.0 % |
| Healthcare real estate (Other) | 22.6 | 29.1 | 0.0 | 0.0 | 22.6 | 29.1 | 16.3 | 19.4 | -16.0 % |
| TOTAL Healthcare real estate | 26.3 | 30.3 | 0.3 | 0.7 | 26.6 | 31.0 | 24.5 | 29.1 | -15.8 % |
| TOTAL Offices | 15.4 | 16.6 | 9.7 | 15.2 | 25.1 | 31.8 | 29.8 | 33.2 | -10.2 % |
| TOTAL Healthcare real estate + Offices | 23.7 | 26.6 | 2.5 | 4.6 | 26.2 | 31.2 | 25.9 | 30.2 | -14.1 % |
-
The values indicated are excluded from the external assurance carried out by Deloitte Réviseurs d’Entreprises/Bedrijfsrevisoren SRL/BV. 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)
-
2022 4.4 tCO 2 e/FTE (157)
-
The values indicated are excluded from the external assurance carried out by Deloitte Réviseurs d’Entreprises/Bedrijfsrevisoren SRL/BV.
Total water consumption by supply source (m³/year)
Based on disclosure GRI 303-5
The total volume of water consumed is used to supply the air-conditioning installations, the sanitary facilities and the kitchenettes. The only water supply source is municipal water.
| Number/ total of buildings | Coverage in m² | Water-Abs | Water-LfL | ||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ∆ | |||
| Healthcare real estate | 174/282 | 60 % | 1,120,515 | 572,252 | 454,225 | 458,071 | -0.8 % |
| Distribution networks | 1/883 | 3 % | 333 | 516 | 333 | 516 | -35.4 % |
| Single-tenant offices | 11/18 | 57 % | 14,609 | 15,021 | 12,963 | 11,572 | 12.0 % |
| TOTAL indirectly managed | 186/1,183 | 51 % | 1,135,457 | 587,788 | 467,521 | 470,159 | -0.6 % |
| Medical office buildings | 17/17 | 100 % | 9,821 | 7,509 | 6,648 | 7,509 | -11.5 % |
| Multi-tenant offices | 26/30 | 82 % | 47,695 | 44,511 | 40,106 | 36,440 | 10.1 % |
| Head office | 1/1 | 100 % | 375 | 243 | 375 | 243 | 54.5 % |
| TOTAL directly managed | 44/48 | 85 % | 57,891 | 52,262 | 47,129 | 44,191 | 6.6 % |
| TOTAL INVESTMENT PROPERTIES | 230/1,231 | 55 % | 1,193,348 | 640,050 | 514,650 | 514,350 | 0.1 % |
| Assets held for sale | |||||||
| Healthcare real estate | 0/1 | 0 % | 0 | 3,343 | 0 | 0 | 0.0 % |
| Distribution networks | 0/56 | 0 % | 0 | 0 | 0 | 0 | 0.0 % |
| Single-tenant offices | 0/1 | 0 % | 0 | 0 | 0 | 0 | 0.0 % |
| TOTAL indirectly managed | 0/58 | 0 % | 0 | 3,343 | 0 | 0 | 0.0 % |
| Assets held for sale | |||||||
| Multi-tenant offices - shared | 6/7 | 75 % | 3,731 | 7,373 | 3,731 | 4,522 | -17.5 % |
| TOTAL directly managed | 6/7 | 75 % | 3,731 | 7,373 | 3,731 | 4,522 | -17.5 % |
| TOTAL CONSOLIDATED PORTFOLIO | 236/1,296 | 55 % | 1,197,079 | 650,766 | 518,381 | 518,871 | -0.1 % |
| PPP under finance lease | 3/6 | 29 % | 49,169 | 51,796 | 49,169 | 51,796 | -5.1 % |
| Other finance leases | 1/9 | 17 % | 5,639 | 0 | 0 | 0 | 0.0 % |
| TOTAL | 240/1,311 | 53 % | 1,251,887 | 702,562 | 567,550 | 570,667 | -0.5 % |
- The values shown are the total consumption for the building, without distinction between the private and shared areas. 2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings. 3. No information is available for the distribution networks in France and the Netherlands.
| Number/ total of buildings | Coverage in m² | Water-Abs | Water-LfL | ||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ∆ | |||
| Healthcare real estate (BE) | 51/90 | 56 % | 245,544 | 108,926 | 139,381 | 106,323 | 31.1 % |
| Healthcare real estate (FR) | 34/51 | 64 % | 438,787 | 133,315 | 138,904 | 103,274 | 34.5 % |
| Healthcare real estate + Medical office buildings (NL) | 44/49 | 93 % | 73,162 | 58,540 | 59,822 | 58,540 | 2.2 % |
| Healthcare real estate (DE) | 40/56 | 69 % | 177,081 | 271,321 | 122,766 | 197,442 | -37.8 % |
| Healthcare real estate (Other) | 22/54 | 35 % | 195,762 | 11,000 | 0 | 0 | 0.0 % |
| TOTAL Healthcare real estate | 191/300 | 61 % | 1,130,336 | 583,104 | 460,873 | 465,579 | -1.0 % |
| TOTAL Offices | 44/57 | 71 % | 66,410 | 67,147 | 57,175 | 52,776 | 8.3 % |
| TOTAL Healthcare real estate + Offices | 235/357 | 63 % | 1,196,746 | 650,250 | 518,048 | 518,356 | -0.1 % |
- No information is available for healthcare real estate in Ireland.
Water consumption per surface area (m³/m²/year)
Based on disclosure GRI CRE2
Total volume of water per m² and per year.
| Water-Int | ∆ | Water-Int-LfL | ∆ | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||
| Healthcare real estate | 1.14 | 0.84 | 36.3 % | 0.76 | 0.76 | -0.8 % |
| Distribution networks | 0.04 | 0.06 | -35.4 % | 0.04 | 0.06 | -35.4 % |
| Single-tenant offices | 0.17 | 0.16 | 8.8 % | 0.20 | 0.18 | 12.0 % |
| TOTAL indirectly managed | 1.06 | 0.75 | 41.3 % | 0.69 | 0.70 | -0.6 % |
| Medical office buildings | 0.19 | 0.23 | -16.3 % | 0.21 | 0.23 | -11.5 % |
| Multi-tenant offices | 0.24 | 0.17 | 40.2 % | 0.22 | 0.20 | 10.1 % |
| Head office | 0.10 | 0.06 | 54.5 % | 0.10 | 0.06 | 54.5 % |
| TOTAL directly managed | 0.23 | 0.17 | 29.7 % | 0.21 | 0.20 | 6.6 % |
| TOTAL INVESTMENT PROPERTIES | 0.90 | 0.59 | 52.2 % | 0.57 | 0.57 | 0.1 % |
| Assets held for sale | ||||||
| Healthcare real estate | 0.00 | 1.34 | 0.0 % | 0.00 | 0.00 | 0.0 % |
| Distribution networks | 0.00 | 0.00 | 0.0 % | 0.00 | 0.00 | 0.0 % |
| Single-tenant offices | 0.00 | 0.00 | 0.0 % | 0.00 | 0.00 | 0.0 % |
| TOTAL indirectly managed | 0.00 | 1.34 | 0.0 % | 0.00 | 0.00 | 0.0 % |
| Assets held for sale | ||||||
| Multi-tenant offices - shared | 0.13 | 0.18 | -24.7 % | 0.13 | 0.16 | -17.5 % |
| TOTAL directly managed | 0.13 | 0.18 | -24.7 % | 0.13 | 0.16 | -17.5 % |
| TOTAL CONSOLIDATED PORTFOLIO | 0.88 | 0.58 | 53.0 % | 0.56 | 0.56 | -0.1 % |
| PPP under finance lease | 1.24 | 1.31 | -5.1 % | 1.24 | 1.31 | -5.1 % |
| Other finance leases | 0.61 | 0.00 | 0.0 % | 0.00 | 0.00 | 0.0 % |
| TOTAL | 0.89 | 0.60 | 48.1 % | 0.59 | 0.59 | -0.5 % |
- The values shown are the total consumption for the building, without disctinction between the private and shared areas. 2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings. 3. No information is available for the distribution networks in France and the Netherlands.
| Water-Int | ∆ | Water-Int-LfL | ∆ | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||
| Healthcare real estate (BE) | 0.72 | 0.62 | 17.3 % | 0.81 | 0.62 | 31.1 % |
| Healthcare real estate (FR) | 2.93 | 0.87 | 238.3 % | 1.12 | 0.84 | 34.5 % |
| Healthcare real estate + Medical office buildings (NL) | 0.41 | 0.43 | -5.8 % | 0.44 | 0.43 | 2.2 % |
| Healthcare real estate (DE) | 0.68 | 1.13 | -40.0 % | 0.60 | 0.97 | -37.8 % |
| Healthcare real estate (Other) | 1.86 | 0.79 | 136.6 % | 0.00 | 0.00 | 0.0 % |
| TOTAL Healthcare real estate | 1.09 | 0.81 | 34.9 % | 0.73 | 0.74 | -1.0 % |
| TOTAL Offices | 0.21 | 0.17 | 25.7 % | 0.20 | 0.19 | 8.3 % |
| TOTAL Healthcare real estate + Offices | 0.89 | 0.58 | 52.9 % | 0.57 | 0.57 | -0.1 % |
- No information is available for healthcare real estate in Ireland.
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, landfill, etc. The recycling (REC) and incineration (INC) of waste with energy recovery are the only disposal routes.
| Number/ total of buildings | Cove rage in m² | Waste-Abs 2022 | Waste-Abs 2021 | Waste-LfL 2022 | Waste-LfL 2021 | ∆ | REC | INC | Total | REC | INC | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 0/883 | 0 % | 0 | 0 | 0 | 1 | 2 | 3 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| Single-tenant offices | 15/18 | 83 % | 128 | 128 | 256 | 97 | 92 | 189 | 61 | 92 | 154 | 36 | 70 | 106 |
| TOTAL indirectly managed | 15/1,183 | 6 % | 128 | 128 | 256 | 97 | 94 | 192 | 61 | 92 | 154 | 36 | 70 | 106 |
| Medical office buildings | 13/17 | 56 % | 49 | 120 | 169 | 43 | 101 | 144 | 47 | 107 | 155 | 43 | 101 | 144 |
| Multi-tenant offices | 30/30 | 100 % | 337 | 353 | 690 | 296 | 324 | 620 | 325 | 343 | 668 | 258 | 286 | 544 |
| Head office | 1/1 | 100 % | 8 | 5 | 13 | 7 | 5 | 12 | 8 | 5 | 13 | 7 | 5 | 12 |
| TOTAL directly managed | 44/48 | 92 % | 394 | 478 | 872 | 346 | 430 | 776 | 380 | 455 | 835 | 308 | 392 | 700 |
| TOTAL INVESTMENT PROPERTIES | 59/1,231 | 17 % | 522 | 606 | 1,128 | 444 | 524 | 968 | 442 | 547 | 989 | 344 | 463 | 807 |
| Assets held for sale | ||||||||||||||
| Healthcare real estate | 0/1 | 0 % | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Distribution networks | 0/56 | 0 % | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Single-tenant offices | 1/1 | 100 % | 13 | 8 | 21 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL indirectly managed | 1/58 | 37 % | 13 | 8 | 21 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Assets held for sale | ||||||||||||||
| Multi-tenant offices - shared | 7/7 | 100 % | 28 | 38 | 66 | 28 | 50 | 78 | 28 | 38 | 66 | 27 | 47 | 74 |
| TOTAL directly managed | 7/7 | 100 % | 28 | 38 | 66 | 28 | 50 | 78 | 28 | 38 | 66 | 27 | 47 | 74 |
| TOTAL CONSOLIDATED PORTFOLIO | 67/1,296 | 18 % | 563 | 652 | 1,215 | 472 | 575 | 1,046 | 470 | 585 | 1,055 | 371 | 510 | 881 |
| PPP under finance lease | 2/6 | 55 % | 120 | 31 | 151 | 17 | 60 | 78 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other finance leases | 0/9 | 0 % | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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.
Quantity of waste per m² and per year
| Type | Waste-Abs recycled | Waste-LfL recycled | Waste-Int 2022 tonnes/m² | Waste-Int 2021 tonnes/m² | ∆ | REC 2022 | REC 2021 | INC 2022 | INC 2021 | Total 2022 | Total 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 0 % | 30 % | 0 % | 0 % | 0.00 | 0.00 | 0.24 | 0.00 | 0.34 | 0.00 | 0.34 |
| Single-tenant offices | 50 % | 51 % | 40 % | 34 % | 1.06 | 1.06 | 1.01 | 2.12 | 2.07 | 2.12 | 2.07 |
| TOTAL indirectly managed | 50 % | 51 % | 40 % | 34 % | 1.06 | 1.06 | 0.94 | 2.12 | 1.91 | 2.12 | 1.91 |
| Medical office buildings | 29 % | 30 % | 31 % | 30 % | 1.72 | 1.63 | 3.81 | 5.96 | 5.44 | 5.96 | 5.44 |
| Multi-tenant offices | 49 % | 48 % | 49 % | 47 % | 1.37 | 1.10 | 1.21 | 2.81 | 2.31 | 2.81 | 2.31 |
| Head office | 59 % | 59 % | 59 % | 59 % | 1.99 | 1.85 | 1.29 | 3.36 | 3.14 | 3.36 | 3.14 |
| TOTAL directly managed | 45 % | 45 % | 46 % | 44 % | 1.42 | 1.16 | 1.44 | 3.13 | 2.60 | 3.13 | 2.60 |
| TOTAL INVESTMENT PROPERTIES | 46 % | 46 % | 45 % | 43 % | 1.31 | 1.11 | 1.31 | 2.83 | 2.42 | 2.83 | 2.42 |
| Assets held for sale | |||||||||||
| Healthcare real estate | 0 % | 0 % | 0 % | 0 % | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Distribution networks | 0 % | 0 % | 0 % | 0 % | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Single-tenant offices | 62 % | 0 % | 0 % | 0 % | 0.81 | 0.00 | 0.00 | 1.30 | 0.00 | 1.30 | 0.00 |
| TOTAL indirectly managed | 62 % | 0 % | 0 % | 0 % | 0.81 | 0.00 | 0.00 | 1.30 | 0.00 | 1.30 | 0.00 |
| Assets held for sale | |||||||||||
| Multi-tenant offices - shared | 43 % | 36 % | 43 % | 36 % | 0.75 | 0.66 | 1.20 | 1.74 | 1.86 | 1.74 | 1.86 |
| TOTAL directly managed | 43 % | 36 % | 43 % | 36 % | 0.75 | 0.66 | 1.20 | 1.74 | 1.86 | 1.74 | 1.86 |
| TOTAL CONSOLIDATED PORTFOLIO | 46 % | 45 % | 45 % | 42 % | 1.24 | 1.07 | 1.30 | 2.68 | 2.37 | 2.68 | 2.37 |
| PPP under finance lease | 80 % | 22 % | 0 % | 0 % | 1.58 | 0.60 | 2.13 | 1.98 | 2.74 | 1.98 | 2.74 |
| Other finance leases | 0 % | 0 % | 0 % | 0 % | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| TOTAL | 50 % | 44 % | 45 % | 42 % | 1.29 | 1.04 | 1.35 | 2.58 | 2.39 | 2.58 | 2.39 |
- Recycling and incineration with energy recovery are the only disposal routes applicable. The proportion of incineration with energy recovery is therefore the balance of the recycled proportion.
Type and number of assets with certifications (kWh/m²)
Based on disclosure GRI CRE8
Total number of buildings that have received a certification by type (Cert-Tot). The table shows the number of buildings that have received at least one PEB certification. The energy performance level shown is the weighted average of the scores by segment.
| Number/ total of buildings | Coverage in m² | Energy performance 2022 | Energy performance 2021 | ∆ | LfL energy performance 2022 | LfL energy performance 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 209/282 | 68 % | 186 | 224 | -17.0 % | 207 | 215 | -3.5 % |
| Distribution networks | 32/883 | 2 % | 253 | 149 | 69.2 % | 254 | 257 | -1.0 % |
| Single-tenant offices | 10/18 | 81 % | 213 | 276 | -22.9 % | 276 | 276 | -0.1 % |
| TOTAL indirectly managed | 251/1,183 | 59 % | 189 | 223 | -15.3 % | 210 | 218 | -3.3 % |
| Medical office buildings | 17/17 | 100 % | 265 | 271 | -2.1 % | 272 | 273 | -0.4 % |
| Multi-tenant offices | 16/30 | 51 % | 162 | 164 | -1.1 % | 159 | 142 | 12.3 % |
| Head office | 1/1 | 100 % | 216 | 238 | -9.2 % | 216 | 238 | -9.2 % |
| TOTAL directly managed | 34/48 | 60 % | 192 | 194 | -0.9 % | 194 | 183 | 6.0 % |
| TOTAL INVESTMENT PROPERTIES | 285/1,231 | 62 % | 189 | 218 | -13.3 % | 208 | 212 | -2.0 % |
| Assets held for sale | ||||||||
| Healthcare real estate | 1/1 | 100 % | 367 | 365 | 0.7 % | 367 | 367 | 0.0 % |
| Distribution networks | 48/56 | 81 % | 159 | 159 | 0.0 % | 159 | 159 | 0.0 % |
| Single-tenant offices | 1/1 | 100 % | 234 | 262 | -10.7 % | 234 | 262 | -10.7 % |
| TOTAL indirectly managed | 50/58 | 94 % | 254 | 273 | -6.8 % | 254 | 265 | -4.1 % |
| Assets held for sale | ||||||||
| Multi-tenant offices - shared | 3/7 | 56 % | 200 | 213 | -6.1 % | 200 | 206 | -3.0 % |
| TOTAL directly managed | 3/7 | 56 % | 200 | 213 | -6.1 % | 200 | 206 | -3.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 338/1,296 | 62 % | 191 | 220 | -13.1 % | 209 | 214 | -2.1 % |
| PPP under finance lease | 1/6 | 3 % | 281 | 267 | 4.9 % | 281 | 281 | -0.1 % |
| Other finance leases | 8/9 | 88 % | 257 | 0 | 0.0 % | 263 | 263 | 0.0 % |
| TOTAL | 347/1,311 | 57 % | 194 | 222 | -12.8 % | 211 | 216 | -2.1 % |
- PEB certification is regulated differently in each country and segment.
- For some PEB certifications, the score is 0 kWh/m² due to a lack of information. These certifications are excluded from the average.
| Number/ total of buildings | Coverage in m² | Energy performance 2022 | Energy performance 2021 | ∆ | LfL energy performance 2022 | LfL energy performance 2021 | ∆ | |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate (BE) | 26/90 | 26 % | 198 | 201 | -1.4 % | 200 | 145 | 37.9 % |
| Healthcare real estate (FR) | 51/51 | 99 % | 260 | 359 | -27.5 % | 270 | 371 | -27.2 % |
| Healthcare real estate + Medical office buildings (NL) | 47/49 | 98 % | 217 | 216 | 0.3 % | 221 | 215 | 2.6 % |
| Healthcare real estate (DE) | 50/56 | 86 % | 113 | 125 | -9.5 % | 131 | 119 | 10.3 % |
| Healthcare real estate (Other) | 53/54 | 94 % | 205 | 265 | -22.6 % | 270 | 257 | 5.0 % |
| TOTAL Healthcare real estate | 227/300 | 69 % | 192 | 229 | -16.5 % | 213 | 220 | -3.2 % |
| TOTAL Offices | 31/57 | 63 % | 191 | 197 | -3.4 % | 193 | 186 | 3.7 % |
| TOTAL Healthcare real estate + Offices | 258/357 | 71 % | 191 | 223 | -14.3 % | 210 | 217 | -3.4 % |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 338
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 | 12/283 | 5 % | 0.0 % | 2.9 % | 0.0 % | 0.3 % | 1.3 % |
| Single-tenant offices | 2/19 | 16 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 16.0 % |
| TOTAL indirectly managed | 14/1,241 | 5 % | 0.0 % | 2.2 % | 0.0 % | 0.3 % | 2.2 % |
| Multi-tenant offices | 2/30 | 12 % | 0.0 % | 0.0 % | 0.0 % | 4.2 % | 8.3 % |
| Head office | 1/1 | 100 % | 0.0 % | 100.0 % | 0.0 % | 0.0 % | 0.0 % |
| TOTAL directly managed | 3/48 | 12 % | 0.0 % | 1.3 % | 0.0 % | 3.5 % | 6.8 % |
| TOTAL INVESTMENT PROPERTIES | 17/1,289 | 6 % | 0.0 % | 2.1 % | 0.0 % | 0.6 % | 2.8 % |
| Assets held for sale | |||||||
| Multi-tenant offices - shared | 1/7 | 16 % | 15.9 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % |
| TOTAL directly managed | 1/7 | 16 % | 15.9 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 18/1,296 | 6 % | 0.2 % | 2.1 % | 0.0 % | 0.6 % | 2.8 % |
| PPP under finance lease | 1/6 | 20 % | 0.0 % | 0.0 % | 20.4 % | 0.0 % | 0.0 % |
| Other finance leases | 1/9 | 17 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 16.7 % |
| TOTAL | 20/1,311 | 7 % | 0.2 % | 1.9 % | 1.1 % | 0.6 % | 2.9 % |
- For property of distribution networks, no BREEAM nor BREEAM-equivalent certification is available. The certification of the asset under finance lease, namely Excellent is HQE.
- The BREEAM-certified buildings are located in Belgium, Spain and Germany. 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.
- 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 34.
Social performance indicators
The managerial approach to human capital is described on pages 145-148.
Governance bodies and employee gender diversity (in %)
Based on disclosure GRI 405-1 Diversity-Emp
| Women 2022 | Men 2022 | Women 2021 | Men 2021 | ∆ | |
|---|---|---|---|---|---|
| Board of directors (including non-independent members) | 40 % | 60 % | 36 % | 64 % | -20 % |
| Executive committee | 40 % | 60 % | 40 % | 60 % | -20 % |
| Managers | 33 % | 67 % | 33 % | 67 % | -34 % |
| Employees (including managers) | 53 % | 47 % | 57 % | 43 % | 6 % |
- In 2021, 10 % of women and 1 % of men worked part-time.
- In 2022, 9 % of women and 1 % of men worked part-time.
Gender salary and remuneration ratio (% women/men)
Based on disclosure GRI 405-2 Diversity-Pay
| 2022 | 2021 | ∆ | |
|---|---|---|---|
| Board of directors | 76 % | 77 % | -1.3 % |
| Executive committee | 78 % | 78 % | 0.0 % |
| Managers | 91 % | 91 % | 0.0 % |
| Employees | 80 % | 83 % | -3.6 % |
- The chairman is male, which explains the difference at the Board level. Non-independent members are excluded from calculation, because they are included in the Executive Committee.
- The CEO is male, which explains the difference at the Executive Committee level.
- The difference at the manager level can be explained by the fact that there are more male operational managers.
- At employee level, there is a difference because many women have an administrative assistant function.
Employee training and development (number of hours)
Based on disclosure GRI 404-1 Emp-Training
| Total 2022 | Total 2021 | ∆ | Average 2022 | Average 2021 | ∆ | |
|---|---|---|---|---|---|---|
| Women | 3,192 | 2,490 | 28.2 % | 37 | 31 | 19.4 % |
| Men | 2,307 | 1,798 | 28.3 % | 31 | 30 | 3.3 % |
| Employees | 5,500 | 4,289 | 28.2 % | 34 | 31 | 9.7 % |
- The denominator for the average per employee is 161 people (= total number of employees).
- Sector regulations require companies to provide an average of six days or 48 hours of training per employee over two years. The increase observed in 2022 is the result of the policy carried out by the HR department.
Employee performance appraisals (in %)
Based on disclosure GRI 404-3 Emp-Dev
| 2022 | 2021 | ∆ | |
|---|---|---|---|
| Employees | 100 % | 100 % | 0.0 % |
Recruitment of new employees and employee turnover
Based on disclosure GRI 401-1 Emp-Turnover
| Departures 2022 | Departures 2021 | ∆ | New hires 2022 | New hires 2021 | ∆ | |
|---|---|---|---|---|---|---|
| Employees | 13 | 17 | -23.5 % | 34 | 22 | 54.5 % |
- The denominator is 161 people (= total number of employees).
- Inter-group staff turnover is not taken into account.I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 340
Employee health and safety
Based on disclosure GRI 403-9 H&S-Empl
| Numerator | 2022 | 2021 | ∆ | |
|---|---|---|---|---|
| Short-term absenteeism | days lost | 2.3 | 1.2 % | 1.0 % |
| Long-term absenteeism | days lost | 6.2 | 3.1 % | 6.3 % |
| Hours lost due to occupational accidents / worked hours | day lost | 0 | 0.0 % | 0.0 % |
| Number of accidents / worked hours | 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 8.6 days.
- The denominator for each indicator is 260,594 working hours.
Asset health and safety assessments
(% of buildings in m²)
Based on disclosure GRI 416-1 H&S-Asset
| 2022 | 2021 | ∆ | |
|---|---|---|---|
| Medical office buildings | 93 % | 54 % | 72.2 % |
| Multi-tenant offices | 93 % | 93 % | 0.0 % |
| Head office | 100 % | 100 % | 0.0 % |
| TOTAL directly managed | 93 % | 88 % | 5.7 % |
- 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
| 2022 | 2021 | ∆ | |
|---|---|---|---|
| Medical office buildings | 0 | 0 | 0.0 % |
| Multi-tenant offices | 0 | 0 | 0.0 % |
| Head office | 0 | 0 | 0.0 % |
| TOTAL directly managed | 0 | 0 | 0.0 % |
- In 2022, 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 m²)
Based on disclosure GRI 413-1 Comty-Eng
| 2022 | 2021 | ∆ | |
|---|---|---|---|
| Medical office buildings | 0 % | 0 % | 0.0 % |
| Multi-tenant offices | 100 % | 100 % | 0.0 % |
| Head office | 100 % | 100 % | 0.0 % |
| TOTAL directly managed | 85 % | 87 % | -2.3 % |
- The group has two The Lounge® by Cofinimmo sites. The group provides its tenants and their visitors with modern, inspiring and pleasant shared spaces, equipped with catering, meeting, networking and relaxation areas. All spaces are managed on site by the community manager. This concept responds to the growing need for diversity in workplaces.
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 198-216).
341 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
Dashboard
| Actions taken in 2022 | Progress in 2022 | Future actions | Deadline |
|---|---|---|---|
| ENERGY INTENSITY AND GHG EMISSIONS | |||
| 1. Reduce the energy intensity of buildings by 30 % to reach the level of 130 kWh/m² by 2030. Scope : overall portfolio Measurement of objective : in kWh/m² | • Decrease of 17 % in energy intensity compared to 2017 by reaching 158 kWh/m². 158 kWh/m² |
• Detailed inventory of energy performance to determine reduction goal by asset. • Prioritise strategic assets according to material aspects like age, use, planned installations, etc. • Make an economically viable list of all the measures that can reduce the energy performance of strategic buildings. • Plan these measures and determine budget accordingly. |
2030 |
| 2. Increase renewable energy production. Scope : overall portfolio Measurement of objective : coverage in m² of buildings with photovoltaic solar panels | • Detailed inventory of the photovoltaic solar panels already installed in the healthcare segment during the annual visits of internal and external property managers. 14 % |
• Prioritise installation of photovoltaic solar panels as investment during acquisition. • Raise tenants’ awareness to invest in renewable energy sources during construction/renovation/extension projects. • Commitment to green energy supply for directly managed portfolio 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 | • 5.4 % of the real estate portfolio underwent redevelopment or large-scale renovation, which improved the energy performance (excluding new constructions and acquisitions). 5.4 % |
• From 2023 to 2027, Cofinimmo is planning to refurbish 5.5 % of its portfolio (excluding new constructions and acquisitions). | 2027 |
| 4. Smart monitoring of the energy intensity of buildings. Scope : overall portfolio Measurement of objective : coverage in m² of buildings with energy data collection | • Consumption data has been collected for 77 % of the healthcare real estate segment and 88 % of the office segment. • A monitoring system is installed for 82 % of the healthcare real estate segment and 58 % of the office segment. 64 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2023 |
| 5. Annual assessment of the head office’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. • Cofinimmo is the 2 nd Belgian company to have been granted a Cycle-Friendly Employer GOLD award. This label rewards the efforts being made by the company to improve the cycling policy and infrastructure. 4,4 tonnes CO 2 e/FTE |
• Consider long-term net-zero target through the predefined target options of SBTi available for SMEs. | 2025 |
| WATER MANAGEMENT | |||
| 6. Improve the collection of water consumption data. Scope : overall portfolio Measurement of objective : coverage in m² of buildings with water consumption data collection | • 61 % of data collected on water consumption for the healthcare real estate segment and 71 % for the office segment. • A monitoring system is installed for 82 % of the healthcare real estate segment and 58 % of the office segment. • A water audit has been realised for a pilot project in each of the main segments which led to a water management strategy and awareness training session. 53 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2023 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 342
| Actions taken in 2022 | Progress in 2022 | Future actions | Deadline |
|---|---|---|---|
| MOBILITY | |||
| 7. Inform clients about the accessibility of buildings using alternative transport modes to the car. Scope : office portfolio Measurement of objective : coverage in m² of buildings with good to excellent accessibility | • Assets accessibility in the office segment has been quantified using the calculation module developed in partnership with CO 2 logic. 51 % |
• Continual follow-up of accessibility as investment criteria during acquisition. | 2023 |
| 8. Promote the use of alternative transport modes to the car by improving facilities. Scope : office portfolio Measurement of objective : % of bicycle parking space | • 3 % of parking spaces are equipped with charging stations in the office segment. • 20 % of bicycle parking spaces are available in the office segment. • Trône/Troon 100 office building has been the first to obtain the ActiveScore Gold certification in Belgium. ActiveScore assesses, certifies and enhances active travel facilities and services in buildings around the world. This certification exists to future-proof assets and sets benchmarks for active travel standards. • A fully integrated solution of shared electric bicycles and kickscooters has been provided to the tenants of Trône/Troon 98 & 100 and Arts/Kunst 47 office buildings. Thanks to this solution, provided in partnership with HOOBA, Cofinimmo helps its tenants set a further step towards a softer mobility. 20 % |
• Gradually improve infrastructure for cyclists by : - increasing bicycle parking spaces ; - improving the type of bicycle parking spaces ; - increasing the number of showers. |
2023 |
| 9. Increase the rate of use of car parks by sharing them or through a conversion into car parks for semi-public or public use. Scope : office portfolio Measurement of objective : coverage of shared or public car parking spaces | • 4 % of the parking spaces available in the office portfolio are converted into shared and public parking spaces. 4 % |
• Assess the implementation of public parking spaces in the context of the renewal of the environmental permit of the parking spaces subject to COBRACE in Brussels. | 2023 |
| 10. Implement a mobility plan. Scope : Cofinimmo group Measurement of objective : total cycled distance | • 20,807 km cycled to head office. • During the European Mobility Week Cofinimmo organised different events to encourage soft mobility, like a ‘Bike in the city’ training to make sure the collaborators drive safely to and from the office. • Over the last two years the average CO 2 emissions of the fleet dropped by 14 %, the number of hybrid and electric vehicles - replacing fossil fuel cars - in the fleet was multiplied by a factor 8 and the number of leased company bikes doubled thanks to the ‘bike-for-all’ programme. 20,807 km |
• Raise awareness among staff members of alternative means of transport by organising events to encourage soft mobility twice a year. | 2023 |
| USE OF SUSTAINABLE/RECYCLED MATERIALS | |||
| 11. Life cycle analysis of materials used in development projects. Scope : overall portfolio Measurement of objective : number of projects | • Life cycle analysis for 2 redevelopment projects in 2 countries. • Organisation of in-house training on embodied carbon and life cycle analysis. |
Actions taken in 2022
Progress in 2022
Future actions
Deadline
• Explore innovative tools when using recycled building materials.
• Partially recycle materials during renovation projects.
Scope: overall portfolio
Measurement of objective: number of projects
• In 2022, the opportunity to recuperate materials prior to demolition did not occur in any of the redevelopment projects.
n/a
• Consider material recovery for new renovation projects.
2023
IMPACT ON GREEN SPACES
Actions taken in 2022
Progress in 2022
Future actions
Deadline
- 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.
• Internal study on tools used to quantify the biodiversity scorecard.
100 %
• Analyse projects on undeveloped land in order to reduce environmental impact by obtaining environmental certification like BREEAM or similar.
2023
I APPENDICES TO THE ESG REPORT I DASHBOARD I
Actions taken in 2022
Progress in 2022
Future actions
Deadline
OCCUPANCY-RELATED WASTE
- 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
• 50 % of collected waste are recycled.
• Waste increase from 2.39 tonnes/m² to 2.58 tonnes/m² following an increase of activities in 2022 and a higher occupancy rate.
71 %
• Improve waste sorting and reduce the overall weight of waste per m² by raising awareness among tenants in the portfolio under operational control.
• Implement biomass waste sorting in the head office and the office segment following new upcoming regulation.
2023
- Receive electronic invoices from suppliers and send invoices to clients in digital format.
Scope: Cofinimmo group
Measurement of objective: number of invoices received/sent digitally
• In 2022, 29,777 invoices were received. In total, 92 % of all invoices received in digital format were directly attached in an e-mail. The remaining invoices, received in paper format, were scanned.
• Likewise, for 92 % of lease contracts, all documents (rent bills and rental-related expenses breakdowns, etc.) were sent in digital format.
92 %
• 95 % of invoices will be received in digital format.
• 95 % of tenants will receive their rent bills and rental-related expenses breakdowns in digital format.
2023
SAFETY OF OCCUPANTS
- Gradually decontaminate buildings still containing traces of asbestos.
Scope: overall portfolio
Measurement of objective: coverage in m² of buildings without asbestos
• 66 % of the portfolio no longer contains traces of asbestos.
66 %
• Improve the quality of data collected for the different segments.
2023
- Promote solidarity in order to maximise its social impact.
Scope: Cofinimmo 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 %
• Develop an internal occupant charter to integrate social risks into the client relationship.
2023
RELATIONSHIP WITH SUPPLIERS
- Include a separate clause in contracts and calls for tenders regarding the adoption of sustainability practices by subcontractors.
Scope: Cofinimmo group
Measurement of objective: % of contracts
• ESG policy is included in any general contractor contract. Cofinimmo encourages its suppliers to adopt an environmentally friendly behaviour.
• Cofinimmo reiterated its commitment as a signatory to the UN Global Compact, which encompasses ten principles of fundamental corporate responsibility in the fields of human rights, labour, environment, and the fight against corruption.
• 2022 ESG report published as ‘communication on progress’ on the UN Global Compact website.
• Publication on the group’s website of the supplier code of conduct.
100 %
• Prepare for and submit the new ‘communication on progress’ 2023 questionnaire on the UN Global Compact website.
• Develop a sustainable procurement policy for the head office.
• Develop a due diligence policy.
2023
HUMAN CAPITAL
- Develop the necessary framework for employee development.
Scope: Cofinimmo group
Measurement of objective: % of employees who attended one or more training courses
• 5,500 hours of training were followed by 88 of employees, representing an average of 4 days of training per employee.
• Launch of a training platform regarding performance evaluation.
• ESG training on life cycle analysis.
88 %
• Continued employee training.
• Definition of a training pathway for all and for specific functions.
• ESG training on water management.
2023
- Ensure sufficient diversity at the different levels of the company’s hierarchy.
Scope: Cofinimmo group
Measurement of objective: % of women / % of men at executive committee level
• Greater parity between men and women at staff level.
72 %
• Continued vigilance on a parity between men and women on the board of directors and the executive committee.
2023
AESTHETICS, RESPECT FOR PUBLIC SPACES AND DIVERSITY OF DISTRICTS
- 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.
155,582 m²
• Delivery of construction, renovation and extension works for 7 % of the portfolio.
2027
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 344
Actions taken in 2022
Progress in 2022
Future actions
Deadline
- 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, Cofinimmo’s head office.
• Obtaining BREEAM In-Use Very Good certificates for two healthcare assets in Germany.
• Obtaining BREEAM certificates Excellent for two healthcare assets in Spain.
34
• Initiate the procedure to receive a BREEAM certification for at least one healthcare real estate project in Spain.
• Obtain a BREEAM In-Use Very good for at least two office buildings in Belgium.
2023
ACCESSIBILITY FOR PEOPLE WITH REDUCED MOBILITY
- Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM).
Scope: office portfolio
Measurement of objective: coverage in m² of audited multi-tenant buildings
• 30 % of the buildings have been audited since 2013.
30 %
• Continued vigilance on accessibility regarding construction sites.
2023
PROFITABILITY FOR INVESTORS AND ACCESS TO CAPITAL
- Develop a financial strategy that is consistent with ESG objectives.
Scope: Cofinimmo group
Measurement of objective: coverage in m² of EPC certified assets
• The certification of assets according to the EPC certification scheme has been completed by 57 %.
• The list of the green & social assets allocated to sustainable financial instruments has been reviewed.
• Implementation of climate change due diligence analysis for each acquisition.
57 %
• Develop the net zero roadmap within the portfolio.
2023
BUSINESS ETHICS
- Maximise the transparency of the company’s ESG information.
Scope: Cofinimmo group
Measurement of objective: scores obtained in the different surveys
• Received an EPRA Sustainability sBPR Award for the 11 th consecutive year.
• Prepared an ESG report in line with GRI standards and received third-party assurance for it. Gold Award
• Limited assurance on EPRA performance indicators, GRI Content Index and the green & social portfolio
• 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.
2025
• Participated in the GRESB survey with a score which went from 45 % to 70 % in nine years.
70 %
• ‘Prime’ rating according to the ISS ESG rating methodology.
C (Prime)
• Renewed participation in the Carbon Disclosure Project.
B (management)
• MSCI ESG rating improved from A in 2016 to AA in 2021 and remained stable in 2022.
AA
- ISO 14001 certification for the environmental management system.
Scope: portfolio in Belgium
Measurement of objective: certification renewal/extension
• Renewed ISO 14001:2015 certification.
100 %
• Tri-annual renewal of the ISO 14001:2015 certification.
2023
- Annually review the materiality analysis for the company’s sustainability topics.
Scope: Cofinimmo group
Measurement of objective: completion of planned actions
• Engaged healthcare real estate stakeholders to challenge the material topics during the annual visits of internal and external property managers.
• In-depth analysis of the physical risks of climate change in the portfolio.
100 %
• Bi-annual satisfaction survey in the health care real estate sector.
• Prepare resilience action plan for the physical risks of climate change in the portfolio.
2023
- Promote the collaboration agreement signed by Cofinimmo and the tenant in order to actively promote sustainability and encourage all parties to reduce the environmental impact of leased property : sharing of consumption data, initiatives to reduce consumption, better waste sorting, etc.
Scope: Cofinimmo group
Measurement of objective: coverage in m² of buildings with a collaboration agreement
• 71 % 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).
71 %
• 85 % of surface areas in healthcare real estate covered by a sustainable collaboration agreement.
2023
- Mobilise employees.# I APPENDICES TO THE ESG REPORT
I DASHBOARD
X Arts/Kunst
47 office building - Brussels CBD (BE)
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 address a range of social needs, including education, health, social protection and employment opportunities, while combatting climate change and protecting the environment.
Ambitions
- 3. Good health
To be a leading European healthcare REIT that offers a top quality portfolio and pursues innovative approaches to real estate that address healthcare challenges. - 11. Sustainable cities and communities
The sustainability of cities is based on urban balance. Offices, residential buildings, shops and green spaces must coexist as single-purpose districts are gradually bound to disappear. Cofinimmo commits to take into account socio-demographic developments (e.g. age population, immigration) and changes in demand (e.g. more single households, changes in local population, unemployment) in the design of buildings. - 13. Climate action
Cofinimmo believes that it is possible to aim for a carbon neutral society by 2050 while guaranteeing the interests of all its stakeholders. Its project 30³ is part of this approach. The objective of this ambitious project is to reduce the energy intensity by 30 % (compared to the 2017 level) by 2030 to achieve the level of 130 kWh/m². To achieve this objective, a 360-degree approach, taking into account the entire life cycle of buildings, will be applied.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 346
SDG Topics
| Pages | SDG | Topics |
|---|---|---|
| 143 | 3 Good health and well-being | • Gradually decontaminate buildings still containing traces of asbestos. • Promote solidarity in order to maximise its social impact. |
| 147 | 4 Quality education | • Develop the necessary framework for employee development. |
| 140-141 | 6 Clean water and sanitation | • Improve collection of water consumption data. |
| 138-139 | 7 Affordable 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. |
| 131 | 8 Decent work and economic growth | • Mobilise employees. • Develop a financial strategy that is consistent with ESG objectives. |
| 149-151 | 10 Reduced inequalities | • Ensure sufficient diversity at the different levels of the company’s hierarchy. • Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM). |
| 95-101 | 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. |
| 202-203 | 12 Responsible consumption and production | • Partially recycle materials during renovation projects. • Receive electronic invoices from suppliers and send invoices to clients in digital format. • Improve waste sorting in multi-tenant offices by raising awareness among occupants. |
| 145-146 | 13 Measures relating to the fight against climate change | • Reduce the energy intensity of buildings by 30 % to reach the level of 130 kWh/m² by 2030. • Annual assessment of the head office’s carbon footprint. |
| 131-132 | 16 Peace, justice and strong institutions | • Maximise the transparency of the company’s ESG information. • ISO 14001 certification for the Environmental Management System. |
| 345 | 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. |
| 122-123 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 347
I APPENDICES TO THE ESG REPORT
I LINK BETWEEN TOPICS OF COFINIMMO AND SDGS
GRI content index
All the GRI standards (see pages 348-351) have been reviewed by the auditor, Deloitte Réviseurs d’Entreprises SRL /Bedrijfsrevisoren BV (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 communicated the information mentioned in this GRI standard index for the period from 01.01.2022 to 31.12.2022.
GRI 1 used
GRI 1 : Foundation 2021
Applicable GRI Sector Standard(s)
n/a
X Nursing and care home - Nijverdal (NL)
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 348
General disclosures
GRI 2 : GENERAL DISCLOSURES 2021
| PAGES | # APPENDICES TO THE ESG REPORT
GRI CONTENT INDEX
Material topics
GRI 3: MATERIAL TOPICS 2021
* 3-1 Process to determine material topics - 122
* 3-2 List of material topics - 123
* 3-3 Management of material topics - 138-139
ENERGY INTENSITY AND GHG EMISSIONS
GRI 3: MATERIAL TOPICS 2021
* 3-3 Management of material topics - 138-139
GRI 300: ENVIRONMENTAL STANDARDS
* CRE1 Relative energy consumption - 326
* CRE3 Relative GHG emissions - 332-333
GRI 302: ENERGY 2016
* 302-1 Energy consumption within the organisation - 327-329
* 302-2 Energy consumption outside of the organisation - 327-329
* 302-3 Energy intensity - 326
* 302-4 Reduction of energy consumption - 137
GRI 305: EMISSIONS 2016
* 305-1 Direct (Scope 1) GHG emissions - 330-331
* 305-2 Energy indirect (Scope 2) GHG emissions - 330-331
* 305-3 Other indirect (Scope 3) GHG emissions - 330-331
* 305-4 GHG emissions intensity - 332-333
* 305-5 Reduction of GHG emissions - 137
WATER MANAGEMENT
GRI 3: MATERIAL TOPICS 2021
* 3-3 Management of material topics - 140-141
GRI 300: ENVIRONMENTAL STANDARDS
* CRE2 Relative water consumption - 335
GRI 303: WATER AND EFFLUENTS 2018
* 303-5 Water consumption - 334
SAFETY OF OCCUPANTS
GRI 3: MATERIAL TOPICS 2022
* 3-3 Management of material topics - 143
GRI 306: WASTE 2020
* 306-3 Waste generated - 336
* 306-4 Waste diverted from disposal - 337
GRI 413: LOCAL COMMUNITIES 2016
* 413-1 Operations with local community engagement, impact assessments and development programs - 341
GRI 416: CUSTOMER HEALTH AND SAFETY 2016
* 416-1 Assessment of the health and safety impacts of product and service categories - 341
* 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services - 341
SUPPLIER RELATIONS
GRI 3: MATERIAL TOPICS 2021
* 3-3 Management of material topics - 144
GRI 205: ANTI-CORRUPTION 2016
* 205-3 Confirmed incidents of corruption and actions taken - 144
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 2022, no operations or suppliers in which the right to freedom of association and collective bargaining may have been at risk were claimed. Respect for human rights is a red line in the collaboration with the partners. In addition, exposure is low given Cofinimmo’s geography and business.
GRI 415: PUBLIC POLICY 2016
* 415-1 Political contributions - No financial or in kind political contributions were made in 2022.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 350
HUMAN CAPITAL
GRI 3: MATERIAL TOPICS 2021
* 3-3 Management of material topics - 145-148
GRI 401: EMPLOYMENT 2016
* 401-1 New employee hires and employee turnover - 340
GRI 402: LABOUR/MANAGEMENT RELATIONS 2016
* 402-1 Minimum notice periods regarding operational changes - 135 - The minimum notice period for operational changes is six weeks. In 2022, no mergers/divestitures with an impact on the number of employees took place.
GRI 403: OCCUPATIONAL HEALTH AND SAFETY 2018
* 403-1 Occupational health and safety management system - 144 - Cofinimmo follows the Code of well-being at work. This Code is applicable to all employees.
* 403-2 Hazard identification, risk assessment, and incident investigation - 144, 146 - The role of the internal prevention advisor is carried out by the Human Resources Department. As required by law, Cofinimmo has drawn up an inventory of risks and established a written assessment of these risks for the health, safety and well-being of employees. Every employee has the right to stop work if he or she reasonably believes that a serious danger is imminent.
* 403-3 Occupational health services - 148
* 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 - 340 - Cofinimmo organises an annual evacuation exercise at the head office and offers all employees fire-fighting and basic counselling training.
* 403-6 Promotion of worker health - 148 - Any employee may, on his/her own initiative, consult the occupational physician for any problem relating to his/her work or workstation. Employees under the age of 40 are entitled to a medical check-up every 3 years, from the age of 40 every 2 years and annually from the age of 50.
* 403-7 Prevention and reduction of health and safety impacts at work, directly related to business relationships - 144
* 403-9 Work-related injuries - 341
GRI 404: TRAINING AND EDUCATION 2016
* 404-1 Average hours of training per year per employee - 147
* 404-3 Percentage of employees receiving regular performance and career development reviews - 147
GRI 405: DIVERSITY AND EQUAL OPPORTUNITY 2016
* 405-1 Diversity of governance bodies and employees - 340
* 405-2 Ratio of basic salary and remuneration of women to men - 340
GRI 406: NON-DISCRIMINATION 2016
* 406-1 Incidents of discrimination and corrective actions - No incidents of discrimination were reported in 2022.
PROFITABILITY FOR INVESTORS AND ACCESS TO CAPITAL
GRI 3: MATERIAL TOPICS 2021
* 3-3 Management of material topics - 149-151
GRI 201: ECONOMIC PERFORMANCE 2016
* 201-1 Direct economic value generated and distributed - 149
GRI 300: ENVIRONMENTAL STANDARDS
* CRE8 Total number of assets being granted a certification per type and per level - 338-339
https://www.cofinimmo.com/sustainability/performance-data/
351
APPENDICES TO THE ESG REPORT
Auditor report
Independent assurance report on selected environmental, social and governance information published in the ‘Universal registration document 2022’ of Cofinimmo NV/SA for the year ending 31 December 2022.
To the board of directors
We have been engaged to conduct a limited assurance engagement on selected environmental, social and governance performance indicators (‘Selected Information’) published in the ‘Universal registration document 2022’ (the ‘ESG report’) of Cofinimmo NV/SA (‘the Company’) for the year ending 31 December 2022.
In preparing the Selected Information, Cofinimmo NV/SA has made use of the guidelines of the European Public Real Estate Association regarding sustainability reporting (EPRA sBPR, 3rd version) and of the GRI standards (incl. GRI CRESD), as well as of the Cofinimmo Sustainable Finance Framework May 2020 (‘Applied Criteria’) as included in the section ‘EPRA performance indicators ‘ and ‘Report on the indicators for the green & social portfolio ‘ of the ESG report. The Selected Information should be read and understood together with the Applicable Criteria. The Selected Information is identified in the ESG report under the section ‘EPRA performance indicators ‘ subtitle ‘ Third-party assurance ‘ as well as with the symbol under the section ‘ Report on the indicators for the green & social portfolio ‘. The applicable standards are further described in the table below.
| Selected Information | Criteria Reference | Selected Information | Criteria Reference |
|---|---|---|---|
| Total electricity consumption | EPRA 4.1 / GRI 302-1 | Employee gender diversity | EPRA 5.1 / GRI 405-1 |
| Like-for-like total electricity consumption | EPRA 4.2 / GRI 302-1 | Gender pay ratio | EPRA 5.2 / GRI 405-2 |
| Total district heating & cooling consumption | EPRA 4.3 / GRI 302-1 | Training and development | EPRA 5.3 / GRI 404-1 |
| Like-for-like total district heating & cooling consumption | EPRA 4.4 / GRI 302-1 | Employee performance appraisals | EPRA 5.4 / GRI 404-3 |
| Total fuel consumption | EPRA 4.5 / GRI 302-1 | Employee turnover and retention | EPRA 5.5 / GRI 401-1 |
| Like-for-like total fuel consumption | EPRA 4.6 / GRI 302-1 | Employee health and safety | EPRA 5.6 / GRI 403-2 |
| Building energy intensity | EPRA 4.7 / GRI CRESD CRE1 | Asset health and safety assessments | EPRA 5.7 / GRI 416-1 |
| Total direct greenhouse gas (GHG) emissions | EPRA 4.8 / GRI 305-1 | Asset health and safety compliance | EPRA 5.8 / GRI 416-2 |
| Total indirect greenhouse gas (GHG) emissions | EPRA 4.9 / GRI 305-2 | Community engagement, Impact assessments and development programmes | EPRA 5.9 / GRI 413-1 |
| Greenhouse gas (GHG) intensity from building energy consumption | EPRA 4.10 / GRI CRESD CRE3 | Composition of the highest governance body | EPRA 6.1 / GRI 2-9 |
| Total water consumption | EPRA 4.11 / GRI 303-1 | Nominating and selecting the highest governance body | EPRA 6.2 / GRI 2-10 |
| Like-for-like total water consumption | EPRA 4.12 / GRI 303-1 | Process for managing conflicts of interest | EPRA 6.3 / GRI 2-15 |
| Building water intensity | EPRA 4.13 / GRI CRESD CRE2 | ||
| Total weight of waste by disposal route | EPRA 4.14 / GRI 306-2 | ||
| Like-for-like total weight of waste by disposal route | EPRA 4.15 / GRI 306-2 | ||
| Type and number of sustainably certified assets | EPRA 4.16 / GRI CRESD CRE8 |
Green and Social Bonds
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).
Green and Social Loans
Sustainable Benchmark Bonds
Sustainable Treasury Notes
Based on our work done as described in this report, nothing has come to our attention that causes us to believe that the above-mentioned Selected Information as published in Cofinimmo NV/SA’s ESG report, has not been prepared, in all material respects, in accordance with the Applicable Criteria.
Responsibility of the board of directors
The board of directors of Cofinimmo NV/SA is responsible for the preparation of the Selected Information and the references made to it presented in the ESG report as well as for the declaration that its reporting meets the requirements of Applicable Criteria.# Auditor Report
Our responsibilities
The board of directors is also responsible for:
* Selecting and establishing the Applicable Criteria;
* Preparing, measuring, presenting and reporting the Selected Information in accordance with the Applicable Criteria;
* Designing, implementing, and maintaining internal processes and controls over information relevant to the preparation of the Selected Information to ensure that they are free from material misstatement, including whether due to fraud or error;
* Providing sufficient access and making available all necessary records, correspondence, information and explanations to allow the successful completion of the Services;
* Confirming to us through written representations that you have provided us with all information relevant to our Services of which you are aware, and that the measurement or evaluation of the underlying subject matter against the Applicable Criteria, including that all relevant matters, are reflected in the Selected Information.
COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2022 | 352
Our responsibilities H
Our responsibility is to express a conclusion on the Selected Information based on our procedures. We conducted our engagement in accordance with International Standard on Assurance Engagements ISAE 3000 (Revised) 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 to believe that the Selected Information have not been prepared, in all material respects, in accordance with the Applicable Criteria.
Applying these standards, our procedures are aimed at obtaining limited assurance on the fact that the Selected Information in the ESG report 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.
Our work was performed on the data gathered and retained in the reporting scope by Cofinimmo NV/SA as mentioned above. Our conclusion covers therefore only the Selected Information identified in the ESG report and not on all the information included in the ESG report. The limited assurance on the Selected Information was only performed on the Selected Information covering the year ending 31 December 2022.
We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the description of activities undertaken in respect of the Selected Information is likely to arise. The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on the description of activities undertaken in respect of the Selected Information, we performed the following key procedures:
- Obtaining an understanding of the Company’s business, including internal controls relevant to collection of the Selected Information. This included inquiry with Cofinimmo NV/SA’s management responsible for operational performance in the areas responsible for the data underlying the Selected Information in the ESG report;
- Considering the risk of material misstatement of the Selected Information;
- Performing analytical procedures;
- Recalculation of relevant formula’s used in manual calculations and assessment whether the data has been appropriately consolidated;
- Assessing management’s assumptions and estimates;
- Examining, on a sample basis, internal and external supporting evidence and performing consistency checks on the consolidation of the Selected Information.
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. 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 fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. This includes the verification that there are no conflicts of interest with this assurance engagement.
Inherent limitations of the Selected Information
We obtained limited assurance over the preparation of the Selected Information in accordance with the Applicable Criteria. Inherent limitations exist in all assurance engagements. Any internal control structure, no matter how effective, cannot eliminate the possibility that fraud, errors or irregularities may occur and remain undetected and because we use selective testing in our engagement, we cannot guarantee that errors or irregularities, if present, will be detected. The self-defined Applicable Criteria, the nature of the Selected Information, and absence of consistent external standards allow for different, but acceptable, measurement methodologies to be adopted which may result in variances between entities. The adopted measurement methodologies may also impact comparability of the Selected Information reported by different organizations and from year to year within an organization as methodologies develop.
Use of our report
This report is made solely to the board of directors of Cofinimmo NV/SA in accordance with ISAE 3000 (Revised) and our agreed terms of engagement. Our work has been undertaken so that we might state to the board of directors those matters we have agreed to state to them in this report and for no other purpose. Without assuming or accepting any responsibility or liability in respect of this report to any party other than the Company and its board of directors, we acknowledge that the board of directors may choose to make this report publicly available for others wishing to have access to it, which does not and will not affect or extend for any purpose or on any basis our responsibilities. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Cofinimmo NV/SA and its board of directors as a body, for our work, for this report, or for the conclusions we have formed.
Signed at Zaventem, 28th March 2023.
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented par Rik Neckebroeck
353 | APPENDICES TO THE ESG REPORT | AUDITOR REPORT |
Cross-reference tables
Cross-reference table for the universal registration document
SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL PAGES
| Item | Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person ; in the case of legal persons indicate the name and registered office. | 10 | |
|---|---|---|---|
| Item 1.2 | A declaration by those responsible for the registration document that to the best of their knowledge, the information contained in the registration document is in accordance with the facts and that the registration document makes no omission likely to affect its import. Where applicable, a declaration by those responsible for certain parts of the registration document that, to the best of their knowledge, the information contained in those parts of the registration document for which they are responsible is in accordance with the facts and that those parts of the registration document make no omission likely to affect its import. | 10 | |
| Item 1.3 | Where a statement or report attributed to a person as an expert, is included in the registration document, provide the following details for that person : a) name ; b) business address ; c) qualifications ; d) material interest if any in the issuer. If the statement or report has been produced at the issuer’s request, state that such statement or report has been included in the registration document with the consent of the person who has authorised the contents of that part of the registration document for the purpose of the prospectus. | 11, 230 | |
| Item 1.4 | Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. | 11, 230 | |
| Item 1.5 | Provide a statement that : a) the universal registration document has been filed with the Financial Services and Markets Authority (FSMA), as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with article 9 of that regulation ; b) the universal registration document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it is approved by the Financial Services and Markets Authority (FSMA) together with any amendments thereto and a securities note and summary approved in accordance with regulation (EU) 2017/1129. | 10 |
SECTION 2 STATUTORY AUDITORS
| Item | Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body). | 230 | |
|---|---|---|---|
| Item 2.2 | If auditors have resigned, been removed or have not been re-appointed during the period covered by the historical financial information, indicate details if material. |
Item 3.1 A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed ‘Risk Factors’. In each category, the most material risks, in the assessment undertaken by the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence shall be set out first. The risks shall be corroborated by the content of the registration document.
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.
SECTION 4 INFORMATION ABOUT THE ISSUER
Item 4.1 The legal and commercial name of the issuer.
362
Item 4.2 The place of registration of the issuer, its registration number and legal entity identifier (‘LEI’).
362
Item 4.3 The date of incorporation and the length of life of the issuer, except where the period is indefinite.
362
Item 4.4 The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus.
362
SECTION 5 BUSINESS OVERVIEW
Item 5.1 Principal activities
Item 5.1.1 A description of, and key factors relating to, the nature of the issuer’s operations and its principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information.
14-33
Item 5.1.2 An indication of any significant new products and/or services that have been introduced and, to the extent the development of new products or services has been publicly disclosed, give the status of their development.
n/a
Item 5.2 Principal markets
A description of the principal markets in which the issuer competes, including a breakdown of total revenues by operating segment and geographic market for each financial year for the period covered by the historical financial information.
14-33
Item 5.3 The important events in the development of the issuer’s business.
14-33
Item 5.4 Strategy and objectives
A description of the issuer’s business strategy and objectives, both financial and non financial (if any). This description shall take into account the issuer’s future challenges and prospects.
20-25
Item 5.5 If material to the issuer’s business or profitability, summary information regarding the extent to which the issuer is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes.
n/a
Item 5.6 The basis for any statements made by the issuer regarding its competitive position.
n/a
Item 5.7 Investments
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.
12, 30-79
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.
292
Item 5.7.4 A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
24, 118
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.
292
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.
292
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.
18, 89-101
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.
112
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.
18, 89-101
Item 7.2.2 Where the historical financial information discloses material changes in net sales or revenues, provide a narrative discussion of the reasons for such changes.
n/a
SECTION 8 CAPITAL RESOURCES
Item 8.1 Information concerning the issuer’s capital resources (both short term and long term).
89-101
Item 8.2 An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows.
89-101
Item 8.3 Information on the borrowing requirements and funding structure of the issuer.
89-101
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.
89-101
Item 8.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2.
24, 89-101
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.
8
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.
11, 40, 68, 76
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.
5
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.
112
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.# 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.
10, 198
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 356
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. In the event that there are no such conflicts, a statement to that effect must be made.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 12.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management.
Details of any restrictions agreed by the persons referred to in item 12.1 on the disposal within a certain period of time of their holdings in the issuer’s securities.
214
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.
219
Item 13.2 The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits.
219
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.
205-207
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.
10, 219
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.
210
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.
198
Item 14.5 Potential material impacts on the corporate governance, including future changes in the board and committees composition (in so far as this has been already decided by the board and/or shareholders meeting).
n/a
SECTION 15 EMPLOYEES
Item 15.1 Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the registration document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location.
If the issuer employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year.
202
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.
220, 224, 227
Item 15.3 Description of any arrangements for involving the employees in the capital of the issuer.
n/a
SECTION 16 MAJOR SHAREHOLDERS
Item 16.1 In so far as is known to the issuer, the name of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer’s capital or voting rights which is notifiable under the issuer’s national law, together with the amount of each such person’s interest, as at the date of the registration document or, if there are no such persons, an appropriate statement to that effect that no such person exists.
183, 201, 220, 224
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.
11
Item 16.3 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control and describe the measures in place to ensure that such control is not abused.
n/a
Item 16.4 A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer.
n/a
SECTION 17 RELATED PARTY TRANSACTIONS
Item 17.1 Details of 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.# 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.
12
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.
n/a
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.
240
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.
n/a
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.
29, 102, 106, 108, 234
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.
102, 234
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.
26
Item 18.2 Interim and other financial information
Item 18.2.1 If the issuer has published quarterly or half-yearly financial information since the date of its last audited financial statements, these must be included in the registration document. If the quarterly or half-yearly financial information has been audited or reviewed, the audit or review report must also be included. If the quarterly or half-yearly financial information is not audited or has not been reviewed, state that fact. 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.
304, 316
Item 18.3.2 Indication of other information in the registration document that has been audited by the auditors.
116, 184
Item 18.3.3 Where financial information in the registration document is not extracted from the issuer’s audited financial statements state the source of the information and state that the information is not audited.
n/a
Item 18.4 Pro forma financial information
Item 18.4.1 In the case of a significant gross change, a description of how the transaction might have affected the assets, liabilities and earnings of the issuer, had the transaction been undertaken at the commencement of the period being reported on or at the date reported. 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.
113
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.
12
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.
10, 215
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.
10
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.
217, 364
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.
262, 365
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.
n/a
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.
218, 369
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.# 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.
362
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.
n/a
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.
366
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.
10, 362
359
I CROSS-REFERENCE TABLES
I Cross-reference table for the annual financial report
| ARTICLE 12 OF THE 2007 ROYAL DECREE | PAGES |
|---|---|
| The annual financial report comprises : | |
| 1° the audited financial statements ; | 232-319 |
| 2° the management report ; | 18-231 |
| 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 ; | 10 |
| b) the management report includes a fair review of the business developments, the results and the situation of the issuer and the companies included in the scope of consolidation, as well as a description of the main risks and uncertainties they face ; | |
| 4° the report signed by the auditor or by the person responsible for auditing the financial statements. | 304, 316 |
§ 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.
232-319
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 ; | 4, 18-151 |
| 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 |
| 4° information relating to research and development activities ; N/A |
| 5° information relating to the existence of branches of the company ; 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; 4, 18-231 2° data on important events occurring after the financial year-end; 110 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 4° information relating to research and development activities; n/a 5° as regards the use of financial instruments by the company and where relevant for the valuation of its assets, liabilities, financial position and result: - 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; 4, 89 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; 210 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; 198 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; 219 9° the information that must be included in it pursuant to Article 74, § 7, of the Law of 1 April 2007 on public takeover bids. n/a § 2 Non-financial declaration n/a 361
I CROSS-REFERENCE TABLES
I 362
Standing document
General information
Type and name
Cofinimmo: public regulated real estate company incorporated under Belgian law or public RREC incorporated under Belgian law.
Registered office, e-mail address and website
The registered office is located at Boulevard de la Woluwe/ Woluwedal 58, 1200 Brussels (Tel.: +32 2 373 00 00). The board of directors may relocate the registered office of the company, provided that such relocation does not require a change in the language of the articles of association pursuant to the applicable language regulations. This decision does not require an amendment to the articles of association, unless the registered office is transferred to another Region. In this case, the board of directors has the power to amend the articles of association. If, due to the relocation of the registered office, the language of the articles of association needs to be changed, only the general assembly has the power to take this decision subject to the rules prescribed for the amendment of the articles of association. The company can establish administrative offices, branches, or agencies in Belgium or other countries by simple decision of the board of directors. The company’s email address is [email protected]. Its website is www.cofinimmo.com. The information on the website is not part of a leaflet unless such information is incorporated by reference. The board of directors may change the company’s email address and website in accordance with the CCA.
Brussels trade register - legal entity identifier
The company is registered with the Brussels Trade Register (Regis- tre des Personnes Morales/Rechtspersonenregister) under No. 0426 184 049. Its VAT number is BE 0426 184 049 and its Legal Entity Identifier (LEI) is 549300 TM914 CSF6 KI389.
Constitution, legal form and publication
Cofinimmo was established as a limited liability company under Belgian Law (société anonyme/naamloze vennootschap) on 29.12.1983, by deed enacted before the notary André Nerincx in Brussels and published in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 27.01.1984 under No. 891-11. The company has the legal form of a limited liability company incorporated under Belgian Law. On 01.04.1996, Cofinimmo was approved as a public fixed-capital real estate investment trust (Sicafi/Bevak) incorporated under Belgian law, registered with the Financial Services and Markets Authority (FSMA). Since 26.08.2014, it is subject to the regulated real estate com - panies (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 occa- sions, most recently on 22.12.2022 by deed enacted before the Notary Tim Carnewal in Brussels and published in the annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staats- blad) of 11.01.2023. 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 1 st and ends on December 31 st 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 con- solidated 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. I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I All press releases and other financial information published by the Cofinimmo group over the past five years can be consulted on the company’s website. Annual financial reports and registration documents may be obtained from the registered office and consulted on the company’s website. They are sent each year to the registered shareholders and to any parties expressing a wish to receive them. They include reports by the real estate valuers and the statutory auditor.
Tax regimes
Belgium: The Public Regulated Real Estate Company (Public RREC)
The public regulated real estate company (public RREC) has a status similar to that which exists in many countries: real estate investment trust (REIT) in the US, fiscale beleggingsinstelling (FBI) in the Netherlands, G-REIT in Germany, société d’investissements immobiliers cotée (SIIC) in France, and UK-REIT in the UK. This regime is currently governed by the law of 12.05.2014 and the royal decree of 13.07.2014 on regulated real estate companies. The main characteristics of the public RREC are:
- closed-end company;
- stock exchange listing;
- activity consisting of providing buildings to users; as an ancil- lary 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 dis - tribution; 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.
363 I STANDING DOCUMENT I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I
France : The Société d’Investissements Immobiliers Cotée (SIIC)
The société d’investissements immobiliers cotée (SIIC) tax regime, introduced by the French finance Law for 2003 No. 2002-1575 of 30.12.2002 authorises the creation in France of real estate companies subject to a specific tax regime, similar to that of the RREC regime in Belgium. Cofinimmo group opted, through its French branch, for the SIIC regime for the first time on 04.08.2008. The essential characteristic of this tax regime is to introduce a system of taxation of profits at the level of the shareholder (the company is not, itself, subject to corporate tax because of its strictly real estate activities) and allows Cofinimmo to benefit from an exemption from corporate tax on the rental income and realised gains of its French branch and subsidiaries in return for an obligation to distribute 95 % of the profits from the letting of its property assets.
The main characteristics of the SIIC regime are :
• an exemption from corporate tax on the fraction of profits arising from i) the letting of buildings, ii) capital gains on property disposals, iii) capital gains on disposals of shares in subsidiaries having opted for the SIIC regime or in other companies with a similar purpose, iv) proceeds distributed by subsidiaries having opted for the SIIC regime, and v) shares in profits of companies engaged in a real estate activity ;
• results distribution obligation : 95 % of the exempted profits arising from rental income, 60 % of the exempted profits arising from the disposal of properties, shares in companies and subsidiaries subject to the SIIC regime, and 100 % of the dividends distributed to them by their subsidiaries subject to corporate tax having opted for the SIIC regime ;
• when opting for the SIIC regime, payment over four years of an exit tax at the reduced rate of 19 % on unrealised capital gains relating to properties and shares of companies not subject to corporate tax held by the SIIC or its subsidiaries having opted for the SIIC regime.
The Netherlands : The Fiscale Beleggingsinstelling (FBI)
Cofinimmo obtained, through its Dutch subsidiary Superstone, the status of fiscale beleggingsinstelling (FBI) on 01.07.2011, subject to a shareholding test as of 01.01.2021. This tax regime allows companies to benefit from a total exemption from corporate income tax under certain conditions. The Dutch government has announced that it will be abolished as of 01.01.2024 for FBIs who have invested in real estate.
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 benefit from the ES-REIT regime since 01.01.2022.
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 2022 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 1,761,871,620.76 EUR is fully paid-up. The shares have no par value. The history of share capital changes prior to 2022 is available in the annual financial reports of the previous years which are available on the Company’s website www.cofinimmo.com.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 364
Changes in share capital in 2022
| Transaction date | Transaction type | Position as at 31.12.2021 | Position as at 31.12.2022 | Issue price (in EUR) | Amount of share capital (in EUR) | Amount of the net contribution to shareholders’ equity (in EUR) | Number of shares | Total number of shares after the transaction | Amount of share capital after the transaction (in EUR) |
|---|---|---|---|---|---|---|---|---|---|
| 09.05.2022 | 113.30 | 2,139,953.75 | 4,489,408.90 | 39,933 | 31,695,481 | 1,698,516,600.09 | |||
| 07.06.2022 | 109.20 | 27,658,954.46 | 56,151,942.00 | 516,135 | 31,735,414 | 1,700,656,553.84 | |||
| 15.12.2022 | 85.38 | 11,882,362.08 | 18,891,563.54 | 221,733 | 32,251,549 | 1,728,315,508.30 | |||
| 22.12.2022 | 84.29 | 21,673,750.38 | 34,025,837.63 | 404,447 | 32,473,282 | 1,740,197,870.38 | |||
| 32,877,729 | 1,761,871,620.76 |
Description of share types
At 31.12.2022, Cofinimmo had issued 32,877,729 shares. The procedure referred to in the articles of association, as provided by law, is applicable to modify their rights.
Authorised capital
As at 31.12.2022, the amount by which the board of directors could increase the subscribed capital within the framework of the authorised capital was 1,224,244,979.33 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 :
1. 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 ;
2. 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 ;
3. 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 01.01.2022 amounted to 37,123. All these shares are entitled to a share of the results of the financial year starting on 01.01.2022. The number of treasury shares held by Cofinimmo group as at 31.12.2022 amounted to 31,575, which represents a level of self-ownership of 0.10 %.
Changes in treasury shares in 2022
| Position at 01.01.2022 | 37,123 |
|---|---|
| Transfers of shares as part of the stock option plan during the first half of 2022 | 1,600 |
| Share transfers as part of the Long-Term Incentive in the first quarter of 2022 | 3,848 |
| Transfers of shares as part of the stock option plan during the second half of 2022 | 100 |
| Position at 31.12.2022 | 31,575 |
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.
365 I STANDING DOCUMENT I Articles of Association
Summary of changes
Only Article 6.1 - Subscribed and paid-up capital has been amended to take into account the capital increases that took place during the year 2022.
Articles of Association as at 31.12.2022
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, e-mail address and website
The registered office is established in the Brussels-Capital Region. The board of directors may transfer the Company’s registered office, provided the transfer does not result in a change to the lan- guage 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 applic- able 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
1.3 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, sub-paragraph 5, vi to xi of the RREC Act.
X Woluwe 58 office building - Cofinimmo’s head office - Brussels decentralised (BE) I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 366
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 insti- tutional regulated real estate companies provided, in the case of the latter, more than twenty-five percent (25 %) of the capital is held directly or indirectly by the Company ;
v. rights arising from financial leasing agreements concluded with the Company as lessee for one or more properties, or contracts conferring similar rights of use ;
vi. the units of public and institutional real estate investment companies (Sicafi) ;
vii. the units of foreign real estate funds included on the list referred to in Article 260 of the Act of 19 April 2014 on alternative undertakings for collective investment and their managers ;
viii. the units of real estate funds established in another Member State of the European Economic Area and not included on the list referred to in Article 260 of the Act of 19 April 2014 on alternative undertakings for collective investment and their managers, provided they are subject to supervision equivalent to that applicable to public real estate investment companies (Sicafi) ;
ix. shares or units issued by companies (i) with legal personal- ity, (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 pru- dential control, (iv) whose main activity is the acquisition or construction of buildings in order to make them avail- able 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 activ- ity referred to in point (iv) above, subject to compliance with certain constraints, taking into account at least the statutory obligation to distribute a portion of their income to shareholders (so-called real estate investment trusts or REITs) ;
x. the real estate certificates referred to in the Act of 11 July 2018 ;
xi. the shares or units of specialised real estate investment funds (B-REIT).
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 regula- tions, 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 ser- vices, 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 necessar - ily 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 Com - pany may in particular perform all activities associated with the construction, fitting out, renovation, development, acquisition, transfer, management and operation of buildings.
367 I STANDING DOCUMENT I
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 divers- ification. 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 instru- ments, 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 activ- ity, 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 compan- ies 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 sub - ject to the conditions and provisions of the royal decree of 7 March 2006 ;
* acquire financial instruments issued by a company or asso- ciation 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 1,761,871,620.76 EUR and is divided into 32,877,729 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 contri- butions 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 has been 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 deter - mine the price, the issue premium, if any, and the conditions for issuance of the new securities. Capital increases thus determined by the board of directors may be subscribed in cash, in kind or by a combination of both or effected through the incorporation of reserves, including profits carried forward and issue premiums, as well as all components of equity reflected in the Company’s IFRS financial statements (drawn up pursuant to the applicable RREC regulations) capable
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 368
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 cred - ited 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 deduc- tion 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 associ- ation. 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 associ- ation. 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.
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 issu - ance 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.# I STANDING DOCUMENT I Capital increases
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 repre- sented 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 sharehold- ers, 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.
369 I STANDING DOCUMENT I
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 undis- tributed 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 deter- mined and communicated to the public no later than the working day following conclusion of the contribution agree- ment, 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.
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 under- stood 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. The Holder may, at any time and at no expense, request the conversion of registered shares into dematerialised form and vice versa. A dematerialised share is represented by an entry in the Holder’s name in an account with an accredited account holder or clearing institution. The Company shall keep at its registered office a register of all registered shares, if applicable in electronic form. The Holders of registered shares are entitled to access the register in full.
Article 8 – Other securities
The Company is authorised to issue all securities not prohibited by or pursuant to the law, with the exception of profit (founder’s) shares and similar securities and subject to compliance with the specific requirements of the RREC regulations and the articles of association. These securities may be in registered form or dematerialised.
Article 9 – Admission to trading and disclosure of substantial shareholdings
The Company’s shares must be admitted to trading on a regu- lated Belgian market in accordance with the RREC regulations. For purposes of the statutory rules on the disclosure of sub - stantial 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 appoint- ment of the co-opted director(s). The directors’ remuneration,
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 370
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 regula- tions. 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 – decision-making
The board of directors meets when called at the place designated in the convocation notice, as often as the Company’s interests so require. A meeting must be called when so requested by two directors. The board of directors shall choose a chairperson and vice chair- person 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.# ARTICLE 11 – MINUTES AND WRITTEN DECISIONS
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
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 preceding 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 indicated in the notice of the meeting, at the latest six days before the meeting. The board of directors may establish a proxy form. If several persons have rights in the same share, the Company may suspend exercise of the voting right until a single person is designated as the holder of the share in its regard.
ARTICLE 22 - COMMITTEE
General meetings shall be presided over by the 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 - DECISION-MAKING
The general meeting may validly take decisions and vote without regard to the percentage of the capital present or represented, except in those cases where the Code of Companies and Associations imposes a quorum. The general meeting may only take valid decisions on amendments to the articles of association if half the capital is present or represented. If this condition is not met, a second meeting will need to be convened and decisions taken at the second meeting will be valid, regardless of the percentage of capital present or represented. The general meeting cannot vote on items that do not appear on the agenda.# Part V – Accounts - Distribution
Article 28 - Accounts
The financial year starts on the first of January and closes on the thirty-first of December of each year. At the end of each financial year, the books of account and accounting documents are approved and the board of directors prepares a statement of assets and liabilities and the annual accounts. The board of directors then draws up a report, called the ‘management report’, in which it renders an account of its management. For purposes of the annual general meeting, the statutory auditor draws up a detailed report, called the ‘audit report’.
Article 29 - Distribution
The Company is obliged to distribute to its shareholders, within the limits permitted by the Code of Companies and Associations and the RREC regulations, a dividend, the minimum amount of which is set by the RREC regulations. By decision of the extraordinary general meeting held on 15.01.2020, 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).
375 I STANDING DOCUMENT I
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.
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)
Environmental, social and governance aspects of an organisation. In French, this abbreviation is often replaced by RSE, for corporate social responsibility.
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.
Glossary I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 376
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 acknowledgment 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 different healthcare professionals (physicians, psychologists, dentists, physiotherapists, pharmacists, etc.) receive their patients/customers.
Net result
Net result from core activities plus (+) result on financial instruments plus (+) result on the portfolio.
Net result from core activities
Operating result before the result on the portfolio, plus (+) the financial result (financial income minus (-) financial charges), minus (-) income taxes.
Net zero roadmap
A net zero roadmap defines how to reach GHG emissions reduction targets in line with a 1.5° climate scenario. It generally includes an inventory of energy performances, a prioritization of strategic assets, an economically viable list of all the measures that can reduce the GHG emissions, a plan and budget to implement these measures accordingly.
Occupancy rate
Is calculated by dividing the (indexed, excluding assets held for sale) contractual rents of the current leases by the sum of these contractual rents and the vacant spaces’ Estimated Rental Value, the latter being calculated on the basis of the current rents’ level on the market.
Operating margin
Operating result before the result on the portfolio divided by the property result.
Pay-out ratio
Percentage of the net result from core activities distributed by way of a dividend.
PEB (Energy Performance of a Building)
This index, originating in the 2002/91/EC European Directive, expresses the amount of energy needed for the various requirements related to normal building use. It results from a calculation of various factors that influence energy demand (insulation, ventilation, solar and internal contributions, heating, etc.).
PPP (Public-Private Partnership)
Partnership between the public and private sectors on projects with a public destination : urban renewal, infrastructure works, public buildings, etc.
Record date
Date on which positions are closed to identify the dividend-entitled shareholders, i.e. two working days after the ex-date.
REIT (Real Estate Investment Trust)
A listed real estate investment trust in the United States.
377 I GLOSSARY I
RREC (Regulated Real Estate Company)
Status created in 2014 with the same objectives as the Real Estate Investment Trusts (REIT) in different countries : REIT (USA), SIIC (France) and FBI (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 restructuring costs of the financial instruments.
Result on the portfolio
Realised and unrealised gains and losses compared with the valuation of the real estate valuer, plus (+) the exit tax due following the entry of any asset into the RREC, SIIC or FBI regimes.
Revalued net assets
Net asset value. At market value estimated equity resulting from the difference between the company’s assets and liabilities (both being shown directly, for the most part at market value, in Cofinimmo’s balance sheet).# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2022 I 378
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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[email protected]
Design and realisation
www.chriscom.eu
Team
- External communication
- Team Investor relations
- Team Control
- Team ESG
Pictures
- Buildings: High level photography Ltd, David Plas, Lemon One, Kuvio, Adriaan van Dam Fotografie, Backbone, Yvan Glavie, OilinWater, Melting Prod
- Portraits: Melting Prod, David Plas
2022 UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report
www.cofinimmo.com
Glossary
This value is calculated based on the building valuation provided by independent real estate valuers.
- Royal Decree of 14.11.2007: Royal decree relating to the obligations of financial instruments’ issuers admitted for trading on a regulated market.
- Royal Decree of 13.07.2014: Royal decree relating to regulated real estate companies (RREC).
- SDG (Sustainable Development Goals): Seventeen goals to transform our world by 2030 in order to promote prosperity while protecting the planet. (Source: https://www.un.org/sustainabledevelopment/).
- SICAFI (Société d’Investissement à Capital Fixe Immobilier): Status created in 1995 to promote collective investment in real estate. SICAFIs are supervised by the Financial Services and Markets Authority (FSMA) and subject to specific regulations.
- SIIC (Société d’Iinvestissement Immobilier Cotée – French Reit Regime): French tax status, comparable to the RREC status.
- SSR (Clinique de soins de suite et de réadaptation): Clinic providing rehabilitation care following a hospital stay for a medical condition or surgery.
- Take-up: Occupancy of rental spaces.
- TCFD (Task Force On Climate-Related Financial Disclosures): Task force created by the Financial Stability Board (FSB) to develop recommendations aiming at facilitating external communication associated with climate change with a focus on the financial impact.
- Triple net: So-called ‘triple net’ lease contracts or yields imply that insurance costs, taxes and maintenance expenses are borne by the tenant (lessee). It mainly concerns the leases for nursing and care homes in Belgium.
- Velocity: Parameter indicating a share’s circulation speed. It is obtained by dividing the total volume of shares traded during the financial year by the total number of shares outstanding during that period.
- Withholding tax: Tax withheld by a bank or by another financial intermediary on a dividend payment.
- ZBC (Zelfstandigbehandelcentrum): Independent private clinic in the Netherlands.