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Cofinimmo — Annual Report 2023
Apr 19, 2024
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Annual Report
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UNIVERSAL REGISTRATION DOCUMENT - Annual financial report - ESG report
Universal registration document 2023 including the annual financial report and the ESG report
living caring working
Contents
- Risk factors 4
- Preliminary remarks 10
- Message to the shareholders 14
- Management report 18
- Mission 20
- Strategy 21
- Key figures as at 31.12.2023 26
- Transactions & achievements in 2023 30
- Caring 37
- Living 63
- Working 71
- Composition of the consolidated portfolio 78
- Financial resources management 87
- Summary of the consolidated accounts 100
- Summary of quarterly consolidated accounts 104
- Appropriation of statutory profits 107
- Events after 31.12.2023 108
- 2024 outlook 110
- Statutory auditor’s report on the outlook 114
- ESG report 116
- Committed for more than 15 years to a global ESG strategy 118
- Major trends and their impacts on the ESG strategy 120
- Life cycle management at the heart of the value chain 126
- Structured approach to climate risks 128
- Stakeholder dialogue as driver for transition 137
- Environment 141
- Social 147
- Governance 155
- Property report 158
- Consolidated real estate portfolio 160
- Market commentary 172
- Independent real estate valuers’ report 178
- Cofinimmo on the stock market 182
- Data according to the EPRA principle 188
- Corporate governance 202
- Corporate governance statement 204
- Decision-making bodies 212
- Rules and procedures 226
- Information required under article 34 of the royal decree of 14.11.2007 230
- Remuneration report 233
- Other parties involved 244
- Annual accounts 248
- Consolidated accounts 250
- Notes to the consolidated accounts 256
- Statutory auditor’s report on the consolidated financial statements 320
- Financial statutory statements 324
- Appendices to the ESG report 332
- EPRA performance indicators 334
- Dashboard 354
- Link between topics of Cofinimmo and SDGs 358
- GRI content index 360
- Statutory auditor’s report 364
- Cross-reference tables 366
- Standing document 374
10. Annual accounts
Consolidated accounts
| Description | 2023 | 2022 |
|---|---|---|
| Equity attributable to owners of parent | ||
| Issued capital | ||
| Share premium | ||
| Reserves | ||
| Revaluation surplus | ||
| Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is applied | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is not applied | ||
| Retained earnings | ||
| Non-distributable reserve | ||
| Reserve for treasury shares | ||
| Reserve of exchange differences on translation | ||
| Reserve of change in fair value of financial liability attributable to change in credit risk of liability | ||
| Net result of period | ||
| Equity attributable to owners of parent | ||
| Non-controlling interests | ||
| Total Equity |
| Description | 2023 | 2022 |
|---|---|---|
| Equity attributable to owners of parent | ||
| Issued capital | ||
| Share premium | ||
| Reserves | ||
| Revaluation surplus | ||
| Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is applied | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is not applied | ||
| Retained earnings | ||
| Non-distributable reserve | ||
| Reserve for treasury shares | ||
| Reserve of exchange differences on translation | ||
| Reserve of change in fair value of financial liability attributable to change in credit risk of liability | ||
| Net result of period | ||
| Equity attributable to owners of parent | ||
| Non-controlling interests | ||
| Total Equity |
| Description | 2022 | 2021 |
|---|---|---|
| Equity attributable to owners of parent | ||
| Issued capital | ||
| Share premium | ||
| Reserves | ||
| Revaluation surplus | ||
| Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is applied | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is not applied | ||
| Retained earnings | ||
| Non-distributable reserve | ||
| Reserve for treasury shares | ||
| Reserve of exchange differences on translation | ||
| Reserve of change in fair value of financial liability attributable to change in credit risk of liability | ||
| Net result of period | ||
| Equity attributable to owners of parent | ||
| Non-controlling interests | ||
| Total Equity |
| Description | 2022 | 2021 |
|---|---|---|
| Equity attributable to owners of parent | ||
| Issued capital | ||
| Share premium | ||
| Reserves | ||
| Revaluation surplus | ||
| Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is applied | ||
| Reserve of balance of changes in fair value of authorised hedging instruments to which hedging accounting defined in IFRS is not applied | ||
| Retained earnings | ||
| Non-distributable reserve | ||
| Reserve for treasury shares | ||
| Reserve of exchange differences on translation | ||
| Reserve of change in fair value of financial liability attributable to change in credit risk of liability | ||
| Net result of period | ||
| Equity attributable to owners of parent | ||
| Non-controlling interests | ||
| Total Equity |
Notes to the consolidated accounts
256
Statutory auditor’s report on the consolidated financial statements
320
Financial statutory statements
324
Appendices to the ESG report
EPRA performance indicators
334
Dashboard
354
Link between topics of Cofinimmo and SDGs
358
GRI content index
360
Statutory auditor’s report
364
Cross-reference tables
366
Standing document
374# Glossary
History
- 1983 Company established end December (capital : 6 million EUR)
- 1994 Listed on the Brussels stock exchange, now called Euronext Brussels
- 1996 Adopted Belgian SICAFI status
- 2005
- First healthcare real estate investments in Belgium
- First public-private partnership : the Antwerp Courthouse
- 2007 Launched partnership with AB InBev Group for a portfolio of 1,068 pubs and restaurants located in Belgium and the Netherlands (Pubstone)
- 2008
- First healthcare real estate investments in France
- Adopted SIIC status (French REIT regime)
- First ISO 14001 certification
- 2011
- Launched partnership with MAAF for a portfolio of 283 insurance agencies in France (Cofinimur I)
- Issued first convertible bonds
- 2012
- First healthcare real estate investments in the Netherlands
- Adopted FBI status (Dutch REIT regime) in the Netherlands
- 2014
- First healthcare real estate investments in Germany
- Adopted RREC status in Belgium
- First sustainability report based on the GRI index
- 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
- 2019
- Launched the 30³ project, aimed at reducing the portfolio’s energy intensity by 30 % by 2030 from 2017 levels, based on SBTi (Science Based Targets initiative)
- Continued to accelerate investments in healthcare real estate (almost 500 million EUR)
- First healthcare real estate investments in Spain
- Accelerated rebalancing of the office portfolio to the Brussels’ Central Business District
- Over 56 % of the consolidated portfolio invested in healthcare real estate
- 2020
- First healthcare real estate investments in Finland
- Capital increases in the amount of nearly 143 million EUR
- Issued a first 500 million EUR benchmark sustainable bond
- More than 700 million EUR invested, including nearly 600 million EUR in healthcare real estate in Europe
- 59 % of the consolidated portfolio invested in healthcare real estate
- 2021
- Almost 1 billion EUR invested in healthcare real estate in Europe
- First healthcare real estate investments in Ireland, Italy and the United Kingdom
- 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
- 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
- 2023
- Inclusion in the new Euronext BEL ESG index and the Financial Times 500 Europe’s Climate Leaders list
- Achievement of the zero net investment target set at the beginning of the year (with a neutral impact on the debt-to-assets ratio)
- 75 % of the consolidated portfolio invested in healthcare real estate
- Capital increases in the amount of nearly 247 million EUR
- Completion of the disposal of the Cofinimur I portfolio (property of distribution networks) for a total amount of approximately 111 million EUR
- 40 th anniversary of the group on 29.12.2023
Nursing and care home – Raisio (FI)
About Cofinimmo
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. Cofinimmo has been acquiring, developing and managing rental properties for 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 4.7 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 155 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.
| Fair value of the porfolio on 31.12.2023 | 6.2 billion EUR |
| Cofinimmo is active in 9 countries | |
| Belgium, France, The Netherlands, Germany, Spain, Finland, Ireland, Italy, United Kingdom |
- For many years, Cofinimmo has used Alternative Performance Measures (APM) in its financial communications, within the meaning of the guidelines issued on 05.10.2015 by ESMA (European Securities and Market Authority). Some of these APM are recommended by the European Public Real Estate Association (EPRA), while others have been defined by the sector or by Cofinimmo in order to provide the reader with a better understanding of its results and performance. The APM included in this universal registration document are identified by an asterisk (*). The performance indicators that are defined by IFRS rules or by law are not considered as APM. Neither are indicators that are not based on income statement or balance sheet items. APM are defined, commented on and reconciled with the most relevant item, total or subtotal in the financial statements for this purpose in Note 48 to the consolidated financial statements included in this universal registration document. The definitions of APM may differ from those of other concepts with the same name in the financial statements of other companies.
| Net result of core activities - group part - per share (or EPRA Result) | 7.07 EUR/share |
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, SIIC and SOCIMI 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.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 section 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 into categories (numbered F.1 through F.5) and sub-categories (numbered F.1.1.1 through F.5.2), they are ranked according to their nature, the most significant risks being listed first 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 2023 financial results : it is recalled that the group generated a net result - group share of -55 million EUR and a net result from core activities - group share* of 241 million EUR. The group had net assets of 3,623 million EUR (i.e. 98.61 EUR per share), a 43.8 % debt-to-assets ratio, and contractual rents of 355 million EUR as at 31.12.2023.
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 : fol- lowing 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 (to slow down in 2023), which led to a general increase in nominal interest rates (on the wane since Q4 2023), and war broke out again on the European continent in 2022, followed by the conflict in Israel and Gaza in Q4 2023.In this respect, the situation in Ukraine and the consequences deriving from the sanctions taken towards Russia, as well as the situation in Israel and Gaza, have no direct impact on the group’s activity nor its financial result, since the group is not active in these geographical areas (it should be noted that Finland, which shares a border with Russia, represents 2.5 % of the group’s invest- ment properties). The independent real estate valuers’ report mentions an explanatory note on the situation in Ukraine, in Israel and Gaza, and/or the current high volatility of markets. The indirect impact of the situation in these geographical areas 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 devel - opment 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 pro- perty’, ‘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, although COVID-19 is no longer a global health emergency, the virus is still circulating. As a reminder, from the beginning of 2020, Cofinimmo has implemented several meas- ures 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, followed by a period of high inflation. 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, of 1.4 million in 2022 and 0.3 million EUR in 2023.
In addition to the information included in this document, note that :
• in the office segment, surface areas leased directly to mer - chants (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, have been closed intermittently to the public as from March 2020 and have only been fully reopened in June 2021. Nevertheless, the current situation calls for caution ;
• in the property of distribution networks segment, the Pub - stone portfolios of pubs and restaurants in Belgium and the Netherlands represent less than 10 % of the group’s contrac- tual rents. Although Cofinimmo’s counterparty is the A- rated AB InBev group (S&P rating on 16.02.2024), the world’s leading brewer, it is not excluded that a decrease in the fair value will be recognised in the 2024 financial year, based on the evolution of market parameters or due to the evolution of contamination caused by COVID-19 and the measures that could be taken by the authorities to mitigate it (such as a new mandatory shut-down of the hospitality sector).
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-sup- ply, 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) 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 -2.5 million EUR on the net result - group share. For offices, the impact would have been -0.8 million EUR.
2. Weakening of tenants’ solvency and an increase in doubt - ful accounts reducing the collection of rent and/or expenses charged to the tenants by the owners. At 31.12.2023, trade receiv- ables amount to 45 million EUR (see Note 28 of the consolidated accounts). In the course of the 2023 financial year, writedowns in the amount of 0.3 million EUR have been recognised, down compared to 2022, when it amounted to 1.4 million EUR. An increase in writedowns of 1 million EUR would have represented a decrease in the net result – group share of 1 million EUR.
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 seg- ments (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 finan- cial markets, particularly in the context of rising inflation. As at 31.12.2023, half of the 2.7 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 was fully hedged at the end of the financial year (situation as at 31.12.2023). However, as the financial debt fluctuates on a daily basis, while the fixed rate debt and hedges are determined by the financing and hedging contracts in place at 31.12.2023, the group remains sensitive to changes in market interest rates on the unhedged portion of the variable rate financial debt. In addition, property investments are generally (very) long-term investments and the group therefore needs to periodically refinance its financial debt (taking into account the group’s target debt-to-assets ratio), which has a shorter maturity than the investments, and/or to enter into new hedging transactions (also with a shorter maturity). Thus, as at 31.12.2023, the anticipated market interest rate risk was fully hedged as part of the long-term interest rate hedging policy. The hedging at each year-end will gradually decrease to nearly 80 % (or more) at the end of 2027 based on the outlook of the debt assumptions (coverage ratio of 100 % at the end of 2024, 94 % at the end of 2025, 91 % at the end of 2026 and 83 % at the end of 2027). The unhedged part of the financial debt (which fluctuates on a daily basis) means that Cofinimmo remains exposed to fluctuations in short-term market interest rates. It should also be noted that the forecast debt may differ from the actual debt, which could result in additional exposure to fluctuations in market interest rates.
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 2024, assuming that the debt structure and level remain identical to those at 31.12.2023, and disregarding the hedging instruments put in place, an increase in interest rates of 50 basis points would result in an 26 basis points increase in the financing cost, a decrease in the net result - group share of 7.3 million EUR and a decrease in net assets per share of 0.20 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 2024, 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 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 and Germany (see page 40 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 cur- rent 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 conta - gion effect on the reputation of Cofinimmo and/or the other owners of properties operated by these tenants.# SECTION 1 I RISK FACTORS I
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 :
- At 31.12.2023, a 1 % change in value would have had an impact of around 62.3 million EUR on the net result (compared to 62.0 million EUR at 31.12.2022), 1.70 EUR on the net asset value per share* (compared to 1.89 EUR at 31.12.2022) and 0.42 % on the debt-to-assets ratio (compared to 0.43 % at 31.12.2022).
- If the cumulative changes in the fair value of properties (representing a cumulative unrealised gain of 188 million EUR as at 31.12.2023) were to be reduced to a cumulative unrealised loss in value of -805 million EUR (which would mean a writedown of 993 million EUR), the group would be partially or totally unable to pay dividends. The amount of 805 million EUR results from the application of article 7:212 of the Belgian Code of Companies and Associations (see page 329 of this document). It includes in particular distributable share premiums (of about 619 million EUR), and is understood to be after the effect of the distribution in 2024 of the proposed dividend for the 2023 financial year.
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 290 million EUR still to be made in 2024 (255 million EUR) and after 2024 (35 milion EUR), mainly in healthcare real estate (detailed on page 44 for healthcare real estate and 77 for offices). The main condition for each of these projects to contribute to the result in accordance with the announcements made at the time of their completion is that the project is completed. A project for which construction has not yet commenced is also generally subject to obtaining the necessary permits.
Potential effects :
- Insofar as the return generated by these investments is already reflected in the outlook (see also F.4 below) and in the market price of Cofinimmo shares, the outlook and the price are exposed to downside risks in the event of significant delay or non-completion of these investments.
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 31.12.2023, the Cofinimmo group had a diversified customer base (nearly 300 groups of tenants or operators), of which more than 70 in healthcare real estate. In 2023, the group’s five main (groups of) tenants or operators generated 44.8 % of gross rental revenues. The two main (groups of) tenants or operators accounted respectively for 15.3 % (Clariane¹ group) and 9.3 % (AB InBev) of these revenues. Furthermore, the public sector generated 5.8 % of gross rental revenues.
Potential effects :
- 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.
- Collateral effect on the fair value of investment properties (see F.1.2.1 above).
- 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 Clariane and AB InBev groups represents respectively 13.4 % and 6.5 % 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 31.12.2023 in the group’s operating sectors (healthcare real estate : 99.4 % ; offices : 93.9 % ; property of distribution networks : 99.8 % ; group : 98.5 %), 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 :
- As at 31.12.2023, a 1 % increase in the vacancy rate at group level would have had an impact of about 3.6 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. Cofinimmo monitors liquidity risk on an ongoing basis by keeping a close eye on the debt-to-assets ratio, headroom on committed credit lines, interest rate hedging, the cost of debt and net result from core activities - group share (in absolute terms and per share), while maintaining an ongoing dialogue with investors in the capital markets and with its network of banking institutions. As at 31.12.2023, Cofinimmo’s financial debt consisted mainly of bonds, commercial paper and bank loans. This debt was fully hedged, resulting in an average cost of debt, including bank margins, of 1.4 %. In addition, the maturities for the years 2024 and 2025 have been limited to approximately 13 % of total financing. 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 :
- Inability to finance acquisitions or development projects.
- Financing at a higher cost than expected, with an impact on net result - group share, and hence on net assets per share*.
- 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 :
- Penalties imposed by the regulator in the event of non-compliance with legal obligations or the corresponding parameters or ratios.
- 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 3.7 billion EUR as at 31.12.2023) 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.# F.2.3 Credit Risk
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 21.03.2023, commented in the S&P bulletin on 03.05.2023 and updated on 09.10.2023).
Potential effects:
- 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*.
- 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. As Cofinimmo’s shareholder base is widely dispersed, a change of control is a real possibility. Belgium, and the REITs in particular, have seen two recent examples: the acquisition of control of 100% of the shares and delisting of Befimmo on 06.01.2023 and the conditional voluntary public tender offer on all outstanding shares of Intervest Offices & Warehouses since 17.10.2023.
Potential effects:
- 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, SIIC and SOCIMI 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’), of listed real estate investment company (‘SIIC’), and of sociedades cotizadas de inversion en el mercado inmobiliario (‘SOCIMI’). These statuses are reflected in tax transparency for their activities in Belgium, France and Spain. 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 and Spanish legislations. 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 section ‘Standing document’ on page 374). 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:
- 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.
- A decrease in net result - group share, and net assets per share*, in the event of an unfavourable legislative change.
- 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 74% of contractual rents and 75% 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:
- A reduction in the healthcare real estate tenants’/operators’ solvency in the geographical area affected by any unfavourable reform, with an adverse impact on their ability to honour commitments to Cofinimmo (see F.1.1.2 above).
- A decrease in the fair value of part of the investment properties and net assets per share* (see F.1.2.1 above).
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. Superstone subsequently received confirmation of its ‘FBI’ status for the 2021 and 2022 financial years in the fourth quarter of 2023 and has taken the necessary steps to ensure the same for the 2023 and 2024 financial years. 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 2023 accounts and the 2024 budget include the positive impact on earnings of provisions for the risk of losing FBI status of approximately 2 million EUR per year.
F.3.4 Preventive double taxation agreement between Belgium and France
As at 31.12.2023, 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 2024 for the 2023 result.
Potential effects:
- Upon its ratification, at the earliest in 2024, the new agreement will be applicable (at the earliest) in 2025 and the increase in the ‘branch tax’ that would be due in 2025 on the 2024 result could represent an additional (unbudgeted) yearly expense of around 5 million EUR, i.e. 0.13 EUR per 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 section ‘Corporate governance statement’, section ‘Internal control and risk management’). In this respect, Cofinimmo voluntarily publishes guidance (in particular on net result from core activities - group share - per share* and dividend per share), which is subject to internal control risks.
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. Transitional and physical climate-related risks are likely to affect the market value of buildings either positively (in which case they are referred to as a ‘green premium’) or negatively (in which case they are referred to as a ‘brown discount’).
Potential effects:
- Vacancy rate (see F.1.3.2 above).
- Negative change in the fair value of properties (see F.1.2.1 above), in case of brown discount.
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.# SECTION 1 I RISK FACTORS I
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 :
1. A deterioration of the group’s reputation among various stakeholders.
2. Difficulty accessing capital market (debt and equity).
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 05.04.2024 with the Financial Services and Markets Authority (FSMA), as the competent authority under Regulation (EU) 2017/1129¹, without prior approval in accordance with article 9 of that regulation. In accordance with the same article, this universal registration document also serves as annual financial report. The universal registration document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it, along with any amendments and a securities note and summary approved in accordance with Regulation (EU) 2017/1129, are approved by the FSMA.
ESEF
In accordance with Directive 2004/109/EC of 15.12.2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a market, the universal registration document including the annual financial report 2023 has been prepared in accordance with the requirements of the ESEF (European Single Electronic Format). The ESEF version is the official version and is available on the company’s website (www.cofinimmo.be). Any other version not in ESEF format is not an official version.
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. : +32 2 373 00 00
Fax : +32 2 373 00 10
Email : [email protected]
¹ 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.
This document is also available on the website www.cofinimmo.com.
Statements
Royal decree of 14.11.2007
Responsible persons
The following persons are responsible for the information contained in this registration document :
Jacques van Rijckevorsel, independent director, chairman of the board of directors ;
Jean-Pierre Hanin, managing director ;
Jean Kotarakos, executive director ;
Françoise Roels, executive director ;
Inès Archer-Toper, independent director ;
Olivier Chapelle, independent director ;
Anneleen Desmyter, independent director ;
Xavier de Walque, independent director ;
Maurice Gauchot, independent director ;
Benoit Graulich, independent director ;
Jean Hilgers, independent director ;
Diana Monissen, independent director, and Michael Zahn, independent director.
The company, represented by its board of directors, declares that it has taken all reasonable precautions to ensure that :
* 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
The company, represented by its board of directors, declares that 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 2023 I 10
The company, represented by its board of directors, declares that the information published in the 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 the company’s knowledge, and in so 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.
The universal registration document including the annual financial report and the ESG report is a document filed with the Financial Services and Markets Authority (FSMA), as the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with article 9 of the said regulation. The universal registration document may be used for the purposes of a public offer of securities or the admission of securities to trading on a regulated market if it, as well as 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) convictions for fraud within the last five years, (ii) bankruptcies, receiverships, liquidations or placing of companies under judicial administration, and (iii) official public accusations and/or sanctions by statutory or regulatory authorities (including designated professional bodies), that must be disclosed ;
* no court has denied 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 functions within Cofinimmo SA/NV and their private interests.
Furthermore, the company is not aware of any conflicts of interest between the duties owed to the company by the members of the board of directors or the members of the executive committee and the other duties or private interests of these persons.
As a Belgian listed company, the company is required to comply with the procedures set out in article 7:96 of the CCA regarding conflicts of interest within the board of directors and article 7:97 of the CCA regarding transactions with related parties.
Outlook
The company, represented by its board of directors, declares 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
The company, represented by its board of directors, 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, with the exception of a consulting contract signed between a subsidiary of the group and Michael Zahn (see p. 235) and the statements detailed in the Remuneration policy, section ‘Contractual terms applicable to the members of the executive committee’, available on the company website.
Main shareholders
The company, represented by its board of directors, 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 different voting rights.
Judicial and arbitration proceedings
The company, represented by its board of directors, 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 or profitability of Cofinimmo SA/NV.
Significant change in the financial position
The company, represented by its board of directors, declares that there have been no significant changes in the group’s financial position since the end of the last financial year.# Available documents
The company, represented by its board of directors, declares that during the period of validity of the universal registration document including the annual financial report and the ESG report, the latest version of the articles of association of Cofinimmo SA/ NV as well as all reports, letters and other documents, valuations and declarations established by an expert at the request of Cofinimmo SA/NV, part of which are included or referred to in the universal registration document including the annual financial report and the ESG report, may be accessed on the website www.cofinimmo.com.
SECTION 2 I PRELIMINARY REMARKS I
Information incorporated by reference
The annual financial reports of the past five years (notably those of financial years 2021 and 2022, 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 2021 and 2022 is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’En- treprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, and for 2023, the company KPMG Réviseurs d’Entreprises SRL/ Bedrijfsrevisoren BV, represented by Mr Jean-François Kupper.
| Information Document | Section | Historical financial information for the last three financial years |
|---|---|---|
| Annual financial report 2023 | Fully | (including the key figures on page 26, the summary of the consolidated accounts on p. 100 to 106 and the annual accounts on p. 250 to 331) |
| Annual financial report 2022 | Fully | (including the key figures on page 26, the summary of the consolidated accounts on p. 102 to 107 and the annual accounts on p. 232 to 315) |
| 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) |
| Statutory auditor’s statement | ||
|---|---|---|
| Annual financial report 2023 | Statutory auditor’s report on : • The projections on p. 114-115 ; • The consolidated accounts on p. 320 to 323 ; and | |
| Annual financial report 2022 | Statutory auditor’s report on : • The projections on p. 116 and 117 ; • The consolidated accounts on p. 304 to 305 ; and • The statutory 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 statutory accounts on p. 312 to 315 |
| Information on major investments | ||
|---|---|---|
| Annual financial report 2023 | • Healthcare real estate : p. 36 to 61 ; • Property of distribution networks : p. 62 to 69 ; • Public-Private Partnerships : p. 66 ; • Offices : p. 70 to 77 | |
| Annual financial report 2022 | • Healthcare real estate : p. 36 to 63 ; • Property of distribution networks : p. 64 to 71 ; • Public-Private Partnerships : p. 68 ; • 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 |
| Breakdown of total revenue by type of activity and by market for the last three financial years | ||
|---|---|---|
| Annual financial report 2023 | Annual accounts in Note 5 (segment information) | p. 264 to 269 |
| 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 |
| Description of financial position and operational results | ||
|---|---|---|
| Annual financial report 2023 | • Chapter ‘Financial resources management’ p. 87 to 99 ; and • Notes to the consolidated accounts p. 256 to 319 | |
| Annual financial report 2022 | • Chapter ‘Financial resources management’ p. 89 to 94 ; and • Notes to the consolidated accounts p. 240 to 303 | |
| Annual financial report 2021 | • Chapter ‘Management of financial resources’ p. 79 to 84 ; and • Notes to the consolidated accounts p. 230 to 299 |
| Information on personnel | ||
|---|---|---|
| Annual financial report 2023 | • Chapter ‘Corporate governance statement’ p. 210 ; • Annual accounts in Note 43 p. 313 | |
| Annual financial report 2022 | • Chapter ‘Corporate governance statement’ p. 202 ; • Annual accounts in Note 43 p. 302 | |
| Annual financial report 2021 | • Chapter ‘Corporate governance statement’ p. 192 ; • Annual accounts in Note 43 p. 297 |
| Important agreements concerning a change of control in the event of a takeover bid | ||
|---|---|---|
| Annual financial report 2023 | • Chapter ‘Corporate governance statement’ p. 232 | |
| Annual financial report 2022 | • Chapter ‘Corporate governance statement’ p. 218 | |
| Annual financial report 2021 | • Chapter ‘Corporate governance statement’ p. 207 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 12
X ‘L’Envol’, artwork by MagicStreet, installed on the façade of the office building with medical centre Trône/Troon 100 - Brussels CBD (BE)
13
SECTION 2 I PRELIMINARY REMARKS I
Resilient results in a particular market context
X Jean-Pierre Hanin (Chief Executive Officer) and X Jacques van Rijckevorsel (Chairman of the board of directors)
14
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Cofinimmo has been acquiring, developing and managing rental properties for 40 years. Responding 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 segment 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 nine countries.
A balanced healthcare portfolio
During the financial year, Cofinimmo made several investments (for 338 million EUR, or 302 million EUR excluding contributions in kind, in line with the outlook 1 ), mainly in various healthcare real estate sub-segments in Europe. Thanks to these operations, healthcare real estate assets (4.7 billion EUR) account for 75 % of the group’s consolidated portfolio as at 31.12.2023, which reaches 6.2 billion EUR.
A sustainable growth model
Cofinimmo constantly evaluates its assets portfolio based on the key points of its strategy and the available market opportunities. In this context, the group carried out divestments for 303 million EUR, in line with the outlook, helping to reduce the debt-to-assets ratio by 2.4 %. These are present in all three segments of activity. As a result, net investments reached -1 million EUR, excluding contributions in kind, in line with the net-zero investment objective (with a neutral impact on the debt-to-assets ratio) which had been set for 2023 at the beginning of the year.
Cofinimmo has been adopting a proactive ESG policy for more than 15 years. This is a real priority for the group, which once again distinguished itself during the financial year. Cofinimmo was included in the new Euronext BEL ESG index since its launch in February 2023. In April, Cofinimmo’s ESG efforts were recognised by the international financial press (Financial Times), with the group being the only real estate player among the eight Belgian groups on the list of Europe’s 500 Climate Leaders. In addition, several ESG labels previously awarded have been renewed and improved (EPRA Sustainability Best Practices Recommendations, GRESB Real Estate Assessment, Sustainalytics and S&P Global CSA score), or newly awarded (Cofinimmo was certified ‘Great Place to Work ® ’ in Belgium and in Germany). Lastly, Cofinimmo has obtained several new BREEAM certificates for offices and healthcare real estate and, at the end of the year, the ‘CO 2 Neutral label certificate – Building label – Silver level’ for the redevelopment of the Montoyer 10 office building (for which Cofinimmo is also aiming to obtain a BREEAM ‘Outstanding’ certificate, already obtained for the design phase of the building).
A reinforced balance sheet structure
In terms of financing, Cofinimmo reinforced its financial resources and its balance sheet structure over the past financial years (cumulative capital increases of 565 million EUR in 2021 and 114 million EUR in 2022), and again during the financial year 2023 (non-budgeted capital increases through optional dividend in the 2nd quarter, contributions in kind in the 3rd quarter, and contribution in cash through accelerated bookbuilding – ‘ABB’ in the 4th quarter – totalling nearly 247 million EUR, and new financings for a total of 230 million EUR). 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, and to maintain an average cost of debt* at particularly low levels. For this reason, the financing to be repaid in 2024 consists of a 100 million EUR fixed-rate credit line maturing in April 2024 and a 55 million EUR green & social bond 2016-2024 maturing in December 2024. As these loans were contracted on favourable terms, they will be held by Cofinimmo until maturity. As at 31.12.2023, Cofinimmo had close to 1 billion EUR of headroom on committed credit lines, after deduction of the backup of the commercial paper programme. In addition, the interest rate risk is fully hedged as at 31.12.2023 as part of the long-term interest rate hedging policy.# SECTION 3 I MESSAGE TO THE SHAREHOLDERS I
The group’s momentum in terms of investments, divestments and financing (average cost of debt at 1.4 %), coupled with efficient management of the existing portfolio in transformation (occu- pancy rate of 98.5 %, gross rental income up 5.5 % on a like-for-like basis due to recent indexations, which usually take place on the anniversary date of the contract, operating margin at 81.9 %), enabled the company to realise a net result from core activities – group share of 241 million EUR as at 31.12.2023, (compared to the 222 million EUR that were made as at 31.12.2022, i.e. an 8 % increase). This was mainly due to the investments made, higher than the scope effect of disposals as well as the positive effect of contracts indexation, and the ABB mentioned above. The net result from core activities – group share amounts to 7.07 EUR per share (compared to 6.95 EUR as at 31.12.2022), and takes into account the issuance of shares in 2022 and 2023. The effect of disposals and capital increases on this indicator is -0.32 EUR per share and -0.40 EUR per share respectively, i.e. -0.72 EUR per share in total for the 2023 financial year. The net result from core activities – group share of 7.07 EUR per share is higher than the guidance published in the last quarterly press release (6.95 EUR per share 2 ) mainly thanks to the confir- mation of the FBI regime in the Netherlands.
‘Through its numerous development projects, Cofinimmo is actively participating in the extension and renewal of the property portfolio dedicated to healthcare in Europe.’
- i.e. the quarterly outlook derived from the annual outlook presented in the 2022 universal registration document, published on 06.04.2023, and confirmed in section 10.2 of the press release dated 27.10.2023.
- See section 10.2 of the press release dated 27.10.2023.
The net result - group share amounts to -55 million EUR (i.e. -1.63 EUR per share) as at 31.12.2023, compared to +483 million EUR (i.e. +15.09 EUR per share) as at 31.12.2022. This change is due to the fact that the increase in the net result from core activities – group share* is lower than the negative change in the fair value of hedging instruments and investment properties – non–cash items – between 31.12.2022 and 31.12.2023.
A contained debt-to-assets ratio
With a debt-to-assets ratio of 43.8 % as at 31.12.2023 (com- pared with 45.6 % as at 31.12.2022 and 47.0 % as at 30.09.2023), Cofinimmo’s consolidated balance sheet (whose BBB/Stable/A-2 rating was confirmed on 21.03.2023 and was the subject of a report published on 03.05.2023 and an update on 09.10.2023) shows a strong solvency (information on main risks and uncer- tainties are stated in the ‘Risk factors’ section of this document). These results allow to confirm that the board of directors will propose, during the ordinary general meeting of 08.05.2024, the allocation of a gross dividend of 6.20 EUR per share for the 2023 financial year, payable in May 2024.
Based on the information currently available and the assump- tions detailed in section ‘2024 oulook’ on page 110 of this doc- ument (gross investments of 320 million EUR and divestments of 270 million EUR in 2024, with these net investments having a near neutral effect on the debt-to-assets ratio), and con- sidering the disposals carried out in 2023, Cofinimmo expects, barring major unforeseen events, to achieve rental income, net of rental charges of 349 million EUR (including the effect of divestments made in 2023 and budgeted in 2024 amounting to around 23 million EUR) leading to a net result from core activities – group share of 235 million EUR (compared to 241 million EUR as at 31.12.2023), i.e. 6.40 EUR per share for the 2024 financial year, taking into account the prorata temporis dilutive effects of the capital increases carried out in 2023 (approximately 0.50 EUR per share) and the disposals carried out in 2023 and budgeted in 2024 (approximately 0.40 EUR per share). Based on the same data and assumptions, the debt-to-assets ratio would remain almost stable at approximately 44 % as at 31.12.2024. This ratio does not take into account possible changes in fair value of investment properties (which will be determined by the inde- pendent real estate valuers). This outlook (provided subject to the main risks and uncertainties, see section ‘Risk factors’) would allow the distribution of a gross dividend (for the 2024 financial year, payable in 2025) of 6.20 EUR per share, subject to the evolution of the net result from core activities – group share – per share* and the evolution of the debt-to-assets ratio.
As we celebrate Cofinimmo’s 40 th anniversary, it is worth remem- bering that the Group 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 is the only real estate player among the eight Belgian companies included in Financial Times’ 500 Europe’s Climate Leaders.’
Investment programme in 2023 (x 1,000,000 EUR - per segment)
| Healthcare | Offices | Distribution networks | Healthcare (contributions in kind) | Investments 2023 | Divestments 2023 | |
|---|---|---|---|---|---|---|
| 4 | -24 | -236 | -44 | 250 | 47 | |
| 302 | -303 | 36 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 16
Highlights
- Caring
- 286 million EUR Investments
- 9 countries
- Portfolio geographical footprint
- 479 million EUR Financial envelope of ongoing development projects in healthcare real estate
- Living
- 19 million EUR
- Working
- 236 million EUR Divestments carried out
- With 4.7 billion EUR, healthcare real estate accounts for 75 % of the group’s consolidated portfolio which reaches 6.2 billion EUR.
- ESG
- Inclusion in the new Euronext BEL ESG index since its launch in February 2023
- Only Belgian real estate player included in Financial Times’ 500 Europe’s Climate Leaders
- Renewal and improvement of several ESG labels, and new certification ‘Great Place to Work ® ’ in Belgium and Germany
- Several BREEAM certifications for offices and healthcare real estate
- Granted the ‘CO 2 Neutral label certificate – Building label – Silver level’ for the redevelopment of the Montoyer 10 office building
- Operational performance
-
- 8.5 % Increase in gross rental income over the last 12 months
-
- Financial structure
- Interest rate risk fully hedged as at 31.12.2023 as part of the long-term interest rate hedging policy
- Capital increases (non-budgeted) for 247 million EUR (optional dividend in the 2 nd quarter, contributions in kind in the 3 rd quarter and ABB in the 4 th quarter)
- Headroom on committed credit lines of approximately 1 billion EUR as at 31.12.2023, after deduction of the backup of the commercial paper programme
2024 outlook
- 6.20 EUR/share Gross dividend for the 2024 financial year, payable in 2025 (stable compared to 2023), subject to the evolution of the net result from core activities – group share – per share* and the evolution of the debt-to-assets ratio
17
SECTION 3 I MESSAGE TO THE SHAREHOLDERS I
manage ment report
X Nursing and care home Les Jardins d’Ameline - Oupeye (BE)
18 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I manage ment report
Contents
- Mission 20
- Strategy 21
- Key figures as at 31.12.2023 26
- Transactions & achievements in 2023 30
- Caring 36
- A vast and qualitative European portfolio 46
- Achievements in 2023 48
- Belgium 48
- France 50
- The Netherlands 52
- Germany 54
- Spain 56
- Finland 58
- Ireland 59
- Italy 60
- United Kingdom 61
- Living 62
- Working 70
- Composition of the consolidated portfolio 78
- Financial resources management 87
- Summary of the consolidated accounts 100
- Summary of quarterly consolidated accounts 104
- Appropriation of statutory profits 107
- Events after 31.12.2023 108
- 2024 outlook 110
- Statutory auditor’s report on the outlook 114
19
SECTION 4 I MANAGEMENT REPORT I
‘Caring, Living and Working – Together in real estate’ is the expres- sion of this mission. More specifically, Cofinimmo’s mission is to :
- Promote, within its high-quality care, living, and working spaces, exchanges that will foster inspiration and well-being through the provision of services that anticipate the needs and aspi- rations of their occupants ;
- Provide an inspiring work and living environment, in service of an exciting commercial project ;
- Provide shareholders with the opportunity to make long-term, socially responsible investments that fuel dividends as well as returns to the community.
Beyond the stakeholders identified above, the community itself greatly benefits from Cofinimmo’s services on many levels, whether in healthcare, the working world, or simply in places where people interact and share. Furthermore, Cofinimmo contributes to enhance and renovate public and parapublic property through large-scale projects undertaken by way of public-private partnerships.
Mission
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.
X Nursing and care home - Milton Keynes (UK)
‘The community benefits from Cofinimmo’s services whether in healthcare, the working world, or simply in places where people interact and share.’
Caring, Living and Working – Together in real estate
20 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 build- ings.# SECTION 4 I MANAGEMENT REPORT I STRATEGY
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 1st 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 75 %, 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) was subject to a gradual divestment strategy per sub-portfolio clusters or per unit. The last assets of this portfolio were sold on 06.11.2023. 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 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.
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 SECTION 4 I 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).
| Stakeholders | Benefits of the strategy for stakeholders |
|---|---|
| Tenants | High-quality care, living and working environments |
| Shareholders | Socially responsible, long-term investment, generating a regular flow of dividends |
| Employees | Respect and a fulfilling work environment based on values (we care, we connect, we commit) and fostering diversity |
| Collective and personal development opportunities | Spaces that meet rapidly changing needs and aspirations |
| Suppliers and community in the broad sense | Indirect benefits in healthcare and the working world or in places where people exchange and share |
| Supervisory authorities, civil society, media & analysts | Compliance towards supervisory authorities ; contribution to the well-being of local residents, associations ; transparent, accurate and timely information to media and analysts |
22 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 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.
| Capital markets : equity (x 1,000,000 EUR) | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Contribution in kind | ||||||||||||||||||||||
| Sale of treasury shares | ||||||||||||||||||||||
| Optional dividend | ||||||||||||||||||||||
| Rights Issues | ||||||||||||||||||||||
| Accelerated bookbuilding | ||||||||||||||||||||||
| Conversion of convertible bonds | ||||||||||||||||||||||
| Straight bonds | 107 | 75 | 29 | 19 | 5 | 63 | 22 | 11 | 38 | 92 | 3333 | 99 | 103 | 44 | 155 | 296 | 31 | 217 | 65 | 285 | 180 | 75 |
| Convertible bonds | 72 | 98 | 69 | 32 | 44 | 58 | 36 | 56 | 44 | 167 | 173 | 191 | 219 | 2626 | 20 | 10 | 29 | 500 | 500 | 55 | 17 | 100 |
| Green & social bonds | 50 | 140 | 50 | 190 | 70 | |||||||||||||||||
| Commercial paper |
| Capital markets : debts (x 1,000,000 EUR) | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Straight bonds | 38 | 92 | 3333 | 99 | 103 | 44 | 155 | 296 | 31 | 217 | 65 | 285 | 180 | 75 | 72 |
| Convertible bonds | 167 | 173 | 191 | 219 | 2626 | 20 | 10 | 29 | 500 | 500 | 55 | 17 | 100 | 50 | 140 |
| Green & social bonds | 50 | 190 | 70 |
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).# SECTION 4 | MANAGEMENT REPORT | STRATEGY
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 more than 15 years. The ESG strategy is fully embedded in the real estate and financing strategy. Also Cofinimmo did not wait for legal obligations to integrate environmental and social considerations into its activities.
Environmental performance
The first pillar of Cofinimmo’s ESG strategy consists in improving the energy performance and comfort standards of its buildings, while providing a long-term environmental response to their life cycle. The main priority is to reduce the energy intensity of the portfolio in order to limit the impact on GHG emissions and climate change (see chapter ‘Structured approach to climate risks’). Water management is also a key focus for the environmental pillar.
Development of socially responsible healthcare sites
The second pillar of Cofinimmo’s ESG strategy consists in contributing to the development of socially responsible healthcare sites (for example, by creating sites where several health-related functions coexist in harmony to create genuine central living spaces for the whole neighbourhood). Under this social pillar, the strategy focuses on the main stakeholders :
- meeting expectations on safety of occupants through construction choices and maintenance quality ;
- a two-way commitment to responsible supply chain relationships with a focus on on-site safety ;
- bringing added value to society through a diverse, trained and healthy workforce.
Sustainable balance
The third pillar of Cofinimmo’s ESG strategy consists in implementing sustainability as much as possible within the limits of economic feasibility. Profitability for investors and access to capital are material to be able to operate as a sustainable company. Sustainable financial instruments provide an opportunity to meet the objectives of the EU Taxonomy Regulation and ultimately of the European Green Deal and the EU climate targets for 2030 and 2050.
In accordance with its ESG strategy, Cofinimmo intends to pursue a green and social financing policy. Specifically, the following main objectives will be pursued :
- mitigate climate change by implementing energy conservation measures and reducing GHG emissions ;
- renovate and/or expand the healthcare real estate portfolio to meet current and future needs for the housing and care of vulnerable people.
24 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Holistic approach
Cofinimmo’s approach is driven by the actions it can take in relation to the building itself, rather than focusing on consumer behaviour. In this way Cofinimmo aims to assume its responsibilities. The objectives of the development activities are to construct buildings that are more energy efficient, with lower GHG emissions, low water consumption and waste production, using sustainable materials and offering a high level of safety to their occupants. With regard to the sites themselves, transport and biodiversity are also taken into account. The methods used by Cofinimmo are compliant with European and national legislation on energy performance, the BREEAM certification method for the general sustainability aspects (Very Good is the target level for existing assets) and the ISO 14001 certification specifications, in order to choose the best compromise between sustainability and profitability on a variety of sustainability parameters.
Energy intensity reduction as the main driver
Cofinimmo’s strategy and business model are driven by the reduction of the energy intensity of the portfolio, both from the inside out and from the outside in. This interaction allows, on the one hand, to reduce the impact of the portfolio on the environment, since the energy consumption during the use of the building is the largest emitter of scope 3 GHG emissions. On the other hand, buildings with better energy performance are more attractive from a commercial point of view, offering occupants greater comfort at lower cost. Cofinimmo’s consumption reports have been available since 2010 and show a 37% reduction in energy intensity since 2016. For the 30% project, 2017 is the reference year, in application of the Science Based Targets initiative (SBTi) criteria. The aim is to reduce the average energy intensity of the portfolio by 30% by 2030. The graph below shows that a 25% reduction has already been achieved since 2017, all scopes combined.
Evolution of the average energy intensity of the portfolio between 31.12.2016 and 31.12.2023
| | | | | | | | | | | | | | | | | |
| :------------------------------------------------------- | :--- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- | :---- |
| kWh/m²/year | | | | | | | | | | | | | | | | |
| 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | |
| 230 | | | | | | | | | | | | | | | | |
| 220 | 226 | | | | | | | | | | | | | | | |
| 210 | | | | | | | | | | | | | | | | |
| 200 | | | | | | | | | | | | | | | | |
| 190 | 189 | | | | | | | | | | | | | | | |
| 180 | | 178 | | | | | | | | | | | | | | |
| 170 | | | 179 | | | | | | | | | | | | | |
| 160 | | | | 165 | | | | | | | | | | | | |
| 150 | | | | | 158 | | | | | | | | | | | |
| 140 | | | | | | 163 | | | | | | | | | | |
| 130 | | | | | | | 130 | | | | | | | | | |
| -30 % | | | | | | | | | | | | | | | | |
| -25 % | | | | | | | | 142 | | | | | | | | |
| 25 | | | | | | | | | | | | | | | | |
- Improve the buildings’ energy performance and comfort standards while providing a long-term environmental answer to their life cycle
- Implement sustainability as much as possible within the limits of economic feasability
- Contribute to urban development of socially responsible sites (for example, by creating sites where several health-related functions coexist in harmony to create genuine central living spaces for the whole neighbourhood)
ENVIRONMENTAL PERFORMANCE
SUSTAINABLE BALANCE
DEVELOPMENT OF SOCIALLY RESPONSIBLE SITES
230 220 210 200 190 180 170 160 150 140 130 kWh/m 2 /year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 189 226 178 179 165 158 163 130 -30 % 142 -25 % 25
SECTION 4 I MANAGEMENT REPORT I STRATEGY I Key figures as at 31.12.2023
- Property result: 339 million EUR (+ 7 %)
- Total surface area: 2,500,000 m²
- Gross rental yield at 100 % occupancy: 5.8 %
- Fair value of the portfolio in 2023: 6.2 billion EUR (+ 0.5 %)
- Occupancy rate: 98.5 %
- Weighted average residual lease length: 13 years
Portfolio breakdown by segment
- Healthcare real estate: 75 %
- Offices: 18 %
- Property of distribution networks: 6 %
- Other*: 1 %
Geographical breakdown of portfolio
- Belgium: 50 %
- France: 11 %
- Germany: 14 %
- The Nederlands: 10 %
- Other*: 14 %
- ES: 6 %
- FI: 2 %
- IE: 2 %
- IT: 3 %
- UK: 1 %
26 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
- Increase in the share price + dividend yield.
- Publication of Standard & Poor’s at 21.03.2023, updated on 09.10.2023.
Key figures as at 31.12.2023
| Market capitalisation | 2.6 billion EUR | |
| Average share price in 2023 | 74.36 EUR | |
| Debt-to-assets ratio | 43.8 % | |
| EPRA result* | 7.07 EUR/share | |
| Net asset value | 98.61 EUR/share | |
| Gross return¹ of the share in 2023, lower than the change in the EPRA Europe index (17.4 %) | - 8.0 % | |
| Average cost of debt* | 1.4 % | |
| Standard & Poor’s rating² | BBB/long term & A-2/short term |
Financial
27
SECTION 4 I MANAGEMENT REPORT I KEY FIGURES I
| 154 employees | |||
| 142 kWh/m²/year Average portfolio energy intensity | |||
| 80 % Part of the portfolio EPC certified | |||
| 80 % Part of the portfolio remotely monitored | |||
| 55 % Remuneration ratio between genders (women/men) | |||
| 6,787 Hours of paid training | |||
| 47 % Men | |||
| 53 % Women |
ESG
28 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Consolidated key figures (x 1,000,000 EUR)
| 31.12.2023 | 31.12.2022 | 31.12.2021 | |
|---|---|---|---|
| Portfolio of investment properties (in fair value) | 6,231 | 6,200 | 5,710 |
| (x 1,000 EUR) | 31.12.2023 | 31.12.2022 | 31.12.2021 |
|---|---|---|---|
| Property result | 338,958 | 317,534 | 293,885 |
| Operating result before result on the portfolio | 277,703 | 257,067 | 241,318 |
| Net result from core activities - group share* | 240,719 | 222,496 | 212,131 |
| Result on financial instruments - group share* | -79,480 | 216,937 | 40,748 |
| Result on the portfolio - group share* | -216,735 | 43,505 | 7,458 |
| Net result - group share* | -55,497 | 482,938 | 260,337 |
| Operating margin* | 81.9 % | 81.0 % | 82.1 % |
| 31.12.2023 | 31.12.2022 | 31.12.2021 | |
|---|---|---|---|
| Operating costs/average value of the portfolio under management¹* | 0.98 % | 1.00 % | 0.95 % |
| Weighted residual lease length (in years)² | 13 | 13 | 12 |
| Occupancy rate³ | 98.5 % | 98.7 % | 98.1 % |
| Gross rental yield at 100 % occupancy⁴ | 5.8 % | 5.6 % | 5.6 % |
| Net rental yield at 100 % occupancy⁵ | 5.5 % | 5.3 % | 5.3 % |
| Debt-to-assets ratio⁶ | 43.8 % | 45.6 % | 44.2 % |
| Average cost of debt*⁷ | 1.4 % | 1.2 % | 1.1 % |
| Weighted average residual debt maturity (in years)⁸ | 4 | 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.
- Passing rents, increased by the estimated value of vacant space, divided by the investment value of the portfolio (including transaction costs), excluding development projects and assets held for sale.
- Passing rents, increased by the estimated value of vacant space, minus direct costs, divided by the investment value of the portfolio including transaction costs), excluding development projects and assets held for sale.
- Legal ratio calculated in accordance with the legislation on RRECs, such as financial and other debt divided by total assets.
- Including bank margins.
- See chapter ‘Financial resources management’ on page 87.
29
SECTION 4 I MANAGEMENT REPORT I KEY FIGURES I
Q1
january
- Belgium: Provisional acceptance of a nursing and care home in Grimbergen (Flemish Brabant). Disposal of the Mercurius office building (Brussels periphery) for approximately 6 million EUR.
- Financing: Refinancing of a 90 million EUR credit line maturing at the end of January 2023 to bring its maturity to 2030. Subscription of an IRS for 75 million EUR for the years 2026-2029.
february
- France: Provisional acceptance of a nursing and care home in Villers-sur-Mer (Normandy).
- The Netherlands: Provisional acceptance of a nursing and care home in Hilversum (North Holland).
- Finland: Provisional acceptance of a nursing and care home in Kuopio.
- ESG: Inclusion in the new Euronext BEL ESG index.
march
- Belgium: Disposal of the Georgin office building (Brussels decentralised) for approximately 29 million EUR.# SECTION 4 | MANAGEMENT REPORT | TRANSACTIONS & ACHIEVEMENTS
Q2
april
Germany
Entry into scope of a healthcare site in Kaarst (North Rhine-Westphalia).
Entry into scope of a healthcare site in Viersen (North Rhine-Westphalia).
Spain
Construction of a nursing and care home on a plot of land previously acquired in Dos Hermanas (Andalusia) for approximately 12 million EUR (plot of land + works).
Financing
New 18 million EUR bilateral credit line maturing in 2030.
ESG
Ranking within the Top 500 in the Gender equality global report & ranking on a total of 4,000 companies assessed.
Standard Ethics confirmed Cofinimmo’s EE+ rating (on a scale going from EEE to F), which the company has since 2015.
Transactions & achievements in 2023
X Nursing and care home Villa Batavia - Grimbergen (BE)
30 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Q2
may
Belgium
Disposal of a mixed-use site located Woluwelaan 151 (Brussels periphery) for approximately 10 million EUR.
Finland
Provisional acceptance of the second part of a nursing and care home in Kuopio.
Provisional acceptance of a nursing and care home in Raisio.
Financing
Signature of the extension for 210 million EUR of the sustainability-linked syndicated loan for one additional year to bring its maturity to 19.05.2028, with no impact on credit spreads.
ESG
Inclusion in the Financial Times’ Europe’s 500 Climate Leaders for 2023 (only Belgian real estate company among 27 European real estate companies).
june
Belgium
Granting of a 99-year leasehold right on the office building located rue de la Loi/Wetstraat 57 (Brussels’ CBD) for approximately 36 million EUR.
The Netherlands
Acquisition of medical office building in Sittard (Limburg) for approximately 5 million EUR.
june
Belgium
Signature of a private agreement relating to the granting of a 99-year leasehold right on the Science/Wetenschap 41 office building (Brussels’ CBD) for approximately 12 million EUR.
Signature of a private agreement relating to the divestment of the Brand Whitlocklaan 87-93 office building (Brussels decentralised) for approximately 12 million EUR. The closing took place at the end of August.
Disposal of the Woluwe 58 office building (Brussels decentralised) for approximately 12 million EUR.
Acquisition of the Loi/Wet 89 office building (Brussels’ CBD) for approximately 7 million EUR.
Finland
Provisional acceptance of a nursing and care home in Helsinki.
Financing
Capital increase through optional dividend. A total of 31 % of the 2022 dividend coupons were contributed to the capital against new shares. This resulted in the issue of 599,974 new shares for a total amount of 44.3 million EUR.
Subscription of an IRS for 100 million EUR for 2026.
ESG
Two new BREEAM In-Use certifications for nursing and care homes in Spain, one Very Good and one Excellent.
X Aerial view of a nursing and care home - Helsinki (FI)
X Medical office building - Sittard (NL)
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SECTION 4 I MANAGEMENT REPORT I TRANSACTIONS & ACHIEVEMENTS I
Q3
july
Belgium
Provisional acceptance of a nursing and care home in Oudenburg (West Flanders).
Acquisition of a nursing and care home in Oupeye (Liège/Luik) through a contribution in kind of all the shares of the company owning the site for approximately 30 million EUR. In this context, 400,472 new shares were issued.
Spain
Construction of a nursing and care home on a plot of land previously acquired in Valladolid (Castille and Leon) for approximately 14 million EUR (plot of land + works).
Ireland
Acquisition of a nursing and care home in Limerick through a contribution in kind of the receivables resulting therefrom for approximately 7 million EUR. In this context, 101,495 new shares were issued.
Financing
Subscription of three new IRS for 50 million EUR each, in order to increase its hedging for the year 2026 (100 million EUR) and the years 2028-2030 (50 million EUR).
ESG
Two new BREEAM In-Use certifications for office buildings in Brussels, one Good and one Very Good.
august
Belgium
Signature of a private agreement relating to the disposal of the Nerviens/Nerviërs 105 office building (Brussels’ CBD) for approximately 20 million EUR. The notarial deed was signed at the end of August 2023.
ESG
New BREEAM In-Use Excellent certification for a nursing and care home in Spain.
september
Belgium
Divestment of one nursing and care home in Balen (province of Antwerp) and one in Aartselaar (Antwerp) for approximately 31 million EUR.
France
Cofinimmo becomes the majority shareholder in a property company ‘SCI Foncière CRF’, following the increase of its stake in the capital of this property company created by the French Red Cross by 13 million EUR.
The Netherlands
Construction of an eco-friendly nursing and care home in Vlijmen (North Brabant) for approximately 9 million EUR (plot of land + works).
Spain
Provisional acceptance of a nursing and care home in Tarragona (Catalonia).
Financing
Consolidation of a 72 million EUR credit line maturing in 2030 deriving from the consolidation of the property company ‘SCI Foncière CRF’.
Subscription of an IRS for 75 million EUR covering the years 2028-2030.
ESG
Received for the tenth consecutive year a Gold award for the application of the EPRA Sustainability Best Practices Recommendations in the 2022 annual financial report and a Gold award for the application of the EPRA Sustainability Best Practices Recommendations in the 2022 ESG Report.
S&P Global CSA score for 2023 confirmed at 54/100.
X Nursing and care home - Kuopio (FI)
X Render of the future nursing and care home - Valladolid (Castile & León - ES)
32
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Q4
october
Financing
Capital increase in cash via accelerated bookbuilding. The gross amount of the capital increase amounted to approximately 167 million EUR, for which 2,785,805 new shares were issued.
Refinancing of a 50 million EUR credit line maturing at the end of January 2024 to bring its maturity to 2029.
Extension of two credit lines for a total amount of 90 million EUR for one additional year to bring its maturity to 2028.
Germany
Acquisition of an eco-friendly healthcare campus in Viersen (North Rhine-Westphalia) for 5 million EUR.
ESG
Improvement of the ‘standing investment score GRESB Real Estate Assessment’ to 77/100 for 2023.
Improvement of the rating granted by Sustainalytics to 11.1.
november
France
Completion of the disposal of the portfolio of insurance agencies leased to the French group MAAF (Cofinimur I) and which was launched in September 2021.
Financing
Extension of two credit lines for a total amount of 25 million EUR for one additional year, bringing its maturity to 2034.
december
Belgium
Signature of a notary deed relating to the granting of a 99-year leasehold right on a nursing and care home in Walshoutem (Flemish Brabant) for approximately 11 million EUR.
Provisional acceptance of a nursing and care home in Juprelle (Liège/Luik).
Divestment of a nursing and care home in Ransart (Hainaut) for 2 million EUR.
Signature of a notarial deed relating to the granting of a 99-year leasehold right on the office buildings located Stationsstraat 100, 102-108 and 120 in Mechelen/Malines (Antwerp) for approximately 27 million EUR.
Divestment of four assets in the Park Hill office building complex in Brussels periphery, the Hermann-Debroux 44-46 office building and full ownership of the Evergreen office building in the Brussels decentralised area, for approximately 60 million EUR.
France
Signing of sales agreements relating to two healthcare sites in Sartrouvlle (Île-de-France) and Jurançon (Pyrénées-Atlantiques) for 5 million EUR.
Financing
Subscription of an IRS for 200 million EUR covering the years 2029-2030.
Group
40th anniversary of the group.
X Nursing and care home - Tarragona (Catalonia - ES)
33
SECTION 4 I MANAGEMENT REPORT I
caring, living, working -Together in Real Estate-
34
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
75 % caring
To be a leading European healthcare REIT with a top quality portfolio, also participating in innovative real estate concepts addressing healthcare challenges
7 % living
An opportunity-seeking approach with long-term income
18 % working
Creating value through capital recycling
A portfolio exceeding 6.2 billion EUR managed from Brussels, Paris, Breda, Frankfurt and Madrid.
Breakdown of the consolidated portfolio
35
SECTION 4 I MANAGEMENT REPORT I CARING, LIVING, WORKING - TOGETHER IN REAL ESTATE I
caring
36
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
To be a leading European healthcare REIT with a top quality portfolio, also participating in innovative real estate concepts addressing healthcare challenges
X Nursing and care home Neo -Rocourt (BE)
37
SECTION 4 I MANAGEMENT REPORT I CARING I
Highlights
- 75 % of the consolidated portfolio
- 99.4 % Occupancy rate
- 30,500 Number of beds
- 316 Number of assets
- 5.6 % Gross rental yield
- 286 million EUR invested in 2023
- 152 kWh/m² Annual energy intensity of the covered segment
- 4.7 billion EUR Fair value of the portfolio
- 1,860,000 m² Surface area
- 18 Buildings with BREEAM certification
- 15 years Weighted average residual lease length
38
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
- 18 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 316 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.# SECTION 4 I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE I Segment characteristics
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. 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. In Europe, the proportion of people aged 65 and over should reach 29 % of the total population by 2050 and people aged 80 and over should reach 11 % of that same population. According to current projections, the proportion of the population aged 65 and over will grow faster in Spain and Ireland than in other European countries. As a result, the demand for care and accommodation for dependent older people in these countries is expected to grow faster than elsewhere in Europe over the next few years. In Ireland, for example, bed capacity currently reaches approximately 32,000 beds and is expected to increase by around a third by 2030 to reach a level comparable with most other Western European countries. Although the number of independent seniors within this category is increasing, population ageing will nevertheless be accompanied by a considerable increase in the number of dependent elderly. Consequently, this situation will lead to a greater need for beds in specialised healthcare facilities. It is estimated that by 2030-2035 approximately 35,000 additional beds will be necessary in Belgium to meet growing demand. This number will reach 100,000 in France, 150,000 in Spain and almost 160,000 beds in Germany and 600,000 in Italy, with the latter having the lowest accommodation capacity in Europe. In addition to these, there is also a large proportion of outdated buildings to be rebuilt, estimated at between 10 % and 25 % depending on the geographies. In the United Kingdom, population over 85 is set to increase by almost 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.
- Sources : Cushman & Wakefield, Degroof Petercam, Eurostat, ONS, Knight Frank, ABN Amro, Real Capital Analytics, CBRE.
- See Orpea’s press release dated 20.03.2024.
Budgetary constraints : a search for less costly solutions for society
At the same time, in the nine countries where Cofinimmo operates, healthcare expenditure accounts for a significant share of GDP. This share ranks between 6.5 % and 13 %, depending on the country. In a context of budget restrictions, the organisation of care is subject to further rationalisation and private players are increasingly taking over from the public sector in this segment. New and more modern structures, more suitable for the needs of the patients and less expensive, are created to respond to this trend and generate a demand increase for healthcare real estate financing.
Professional healthcare operators
There are three types of operators in the healthcare segment: public operators, non-profit sector operators and private operators. The breakdown in market share between these various players varies from one country to the other. Belgium has the most balanced situation in the nursing and care homes segment with each type of operator representing one third of the market. Conversely, in other countries there is a virtual monopoly, whether in the non-profit sector, as in the Netherlands, or in the private sector, as in Ireland and the United Kingdom, with approximately 80 % of beds. Finally, Germany, France, Spain, Finland and Italy have intermediary situations with private service providers representing between approximately 19 % of beds in Italy and approximately 45 % of beds in Germany and Spain.
In the private sector, whether in Belgium or France, and more recently in Germany and Spain, 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 operators Korian and Medica, followed by acquisitions in other countries, which resulted in a group operating today approximately 91,800 beds spread over 1,326 sites in seven countries. Meanwhile, Korian has become a ‘company with a mission’ under the new name Clariane. We should also mention the acquisition of Armonea by the French group Colisée in February 2019, which led to a total of 383 sites in Europe for a total capacity of 32,500 beds. Consolidation provides operators with a better distribution of risks, easier access to financing, more regular contact with the public authorities and certain economies of scale. These clusters are regularly financed by the sale of real estate thus creating an appetite for healthcare real estate.
Situation of some healthcare operators
As a reminder, the investigations carried out in France in some nursing and care homes of Orpea, a French operator active in the care of elderly people recently rebranded as ‘Emeis’ 2, 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. These actions culminated in the restructuring plan ‘Orpea changes with you and for you’. The various stages of an amicable conciliation procedure resulted in 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. Between the 4th quarter of 2023 and the 1st quarter of 2024, Orpea carried out three capital increases for a total of approximately 3.8 billion EUR. All of this should enable the group – in which the French state now has a majority stake (50.81 %) via the Caisse des Dépôts et Consignations (CDC) – to continue implementing its reorganisation strategy, for the benefit of its employees, residents and their families. In addition, on 16.02.2024, Orpea published an annual revenue of 5.2 billion EUR for 2023, this is 11 % higher than the previous year, as well as a +1.5 point average occupancy rate growth compared to 2022. As a reminder, Orpea represents 6 % of Cofinimmo’s rental income at 31.12.2023 (Belgium 2.4 %, France 1.5 %).
In Germany, Cofinimmo was informed in the 1st quarter of 2023 that three private nursing and care home operators, Curata, Convivo and Novent, had filed for insolvency. Cofinimmo’s exposure to these operators, as owner, is very limited (respectively less than 0.2 % of the contractual rents for Convivo and Novent and less than 1 % of the contractual rents for Curata). In the meantime, the competent court in Berlin has approved the termination of Curata’s insolvency proceedings with effect from 30.09.2023. This means that the new leases signed with the Curata group (whose conditions are in line with the outlook) can now be considered as firm. They enable the operator to continue operating three of the four sites owned by Cofinimmo and leased to the Curata group. Regarding Novent, in November 2023 Cofinimmo signed a new contract with the operator Noventus (now acquired by Inter Pares), on terms in line with the outlook and with certain elements still to be finalised. As far as Convivo is concerned, Cofinimmo continues its constructive discussions to contribute, on its own scale, to a solution for the site.
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.
- See Orpea’s press releases dated 26.10.2022, 15.11.2022, 01.02.2023, 13.02.2023, 14.02.2023, 08.03.2023, 13.03.2023, 24.03.2023, 28.06.2023, 13.07.2023, 24.07.2023, 26.07.2023, 11.10.2023, 13.11.2023, 06.12.2023, 15.12.2023, 22.12.2023, 18.01.2014 and 16.02.2024.
- On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.# SECTION 4 I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE
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, luminosity, functionality for residents/patients and medical/care staff, etc. ;
* ESG : green spaces, building safety, climate risks, compliance with regulatory requirements, soil status, energy efficiency and GHG emissions, flooding risk, health and well-being. ;
* operator-tenant : experience level, care quality, reputation, financial solidity, etc. ;
* location : vehicle access, public transport, level of local taxes, etc. ;
* financial : rent level, duration of lease, etc.
* environment : presence of shops, pleasant view, standard of living, complementary care offer in the surrounding area, future demographics, etc.
(Re)development projects
Cofinimmo’s real estate expertise and integrated approach ena- bles 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 other- wise inaccessible projects, retain operator-tenants, ensure that appropriate levels of asset quality are maintains, and create overall value.
Proximity to clients
Cofinimmo endeavours to build close and sustainable relationships with its tenants to ensure client satisfaction and loyalty (see the section ‘Stakeholder dialogue as driver force for transition’). Property management is internalised and carried out by Cofinimmo’s operational teams. The tech- nical teams, made up of industrial and civil engineers, archi- tects and interior designers, supervise the renovation work. The accounting teams prepare the rental and tax statements. The management teams maintain commercial dialogue and monitor the application of leases. The legal department draws up the rental contracts and monitors any disputes.
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 advan- tage of certain investors’ growing appetite for this type of asset, while optimising the composition of its portfolio.
ESG
Cofinimmo intends to fully carry out its social and environ- mental 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 sys- tematically 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 health- care real estate, the decisions and actions taken by Cofinimmo have a significant impact on the sustainability of assets. Firstly, because Cofinimmo, by developing tai- lor-made, innovative and comfortable buildings, endeav- ours to best meet the changing accommodation and care needs of vulnerable or dependent people. Secondly, because Cofinimmo favours the use of modern techniques and sus- tainable materials to reduce the carbon footprint of the buildings constructed. Finally, because Cofinimmo ensures the proper integration of buildings in the neighbourhood, by paying specific attention to the diversity of healthcare sites and to aesthetics.
In this context, BREEAM certifications ensure a very high level of sustainability. For example, August 2023, a nursing and care home in Sarriguren (Navarre, Spain) received a BREEAM In-Use excellent certification. In addition, the nursing and care care home in Tarragona (Catalonia, Spain), whose provision acceptance took place in the third quarter of 2023, received a BREEAM New Construction Excellent certification in November 2022.
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 con - struction, 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 systemati- cally 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 auton- omously 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 consump- tion of buildings in the environmental accounting system in order to raise awareness among operators. As medical office buildings are under Cofinimmo’s operational control, it ena- bles more in-depth consumption analysis and monitoring.
The main criteria used to make a divestment decision include the asset size, age, location, operations, energy performance and residual lease length.
Healthcare system
Supra-Regional | Regional | Local community | Regulators | Govt. Hospitals | Medical Colleges | Rural Hospitals | Multi-Speciality Clinics | Primary Healthcare | Diagnostic Centres | General Practioners | Pharmacies | Home Care | Blood Banks | Nursing Homes | Small Private Hospitals | Rehab Clinics | Super-Speciality Hospitals | Multi-Speciality Hospitals | Insurance
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | X | | | | | | X | X | X | X | X | X | X | X | X |
Sub-segment
| Facility type | Year of entry |
|---|---|
| Cure centres | |
| Acute care clinics | |
| Rehabilitation clinics | |
| Psychiatric clinics | |
| Primary care | |
| Medical office buildings | |
| Care centres | |
| Nursing and care homes | |
| Assisted living | |
| Disabled care facilities | |
| Others |
Breakdown of the portfolio by type of asset (as at 31.12.2023 - based on a fair value of 4,666 million EUR - in %)
| Sub-segment | Share in the healthcare real estate portfolio |
|---|---|
| Cure centres | 14 % |
| Primary care | 3 % |
| Medical office buildings | |
| Care centres | 81 % |
| Nursing and care homes | |
| Assisted living | |
| Disabled care facilities | |
| Others | 2 % |
Mainly sport & wellness centres
Committed investment programme in healthcare real estate
| Project Type (of works) | Number of beds | Surface area (in m²) | Estimated completion date | Total investments (x 1,000,000 EUR) | Total investments as at 31.12.2023 | Total investments in 2024 | Total investments after 2024 |
|---|---|---|---|---|---|---|---|
| ONGOING DEVELOPMENT PROJECTS | |||||||
| Belgium | |||||||
| Genappe | |||||||
| Construction of a nursing and care home | 112 | 6,000 | Q3 2025 | 19 | 13 | 1 | 5 |
| Marche-en-Famenne | |||||||
| Renovation and extension of a nursing and care home | 120 | 7,600 | Q4 2024 | 8 | 7 | 1 | 0 |
| France | |||||||
| Fontainebleau | |||||||
| Redevelopment of a nursing and care home | 100 | 1 | Q2 2024 | 17 | 15 | 2 | 0 |
| The Netherlands | |||||||
| Vlijlmen | |||||||
| Construction of a care clinic | 30 | 2,100 | Q1 2025 | 9 | 3 | 5 | 1 |
| Hoogerheide 2 | |||||||
| Construction of a nursing and care home | 138 | 7,400 | Q1 2024 | 26 | 26 | 0 | 0 |
| Spain | |||||||
| Palma de Mallorca (Balearic Islands) | |||||||
| Construction of a nursing and care home | 157 | 7,000 | Q4 2025 | 16 | 12 | 3 | 1 |
| Alicante (Valencia) | |||||||
| Construction of a nursing and care home | 150 | 7,300 | Q2 2024 | 14 | 14 | 0 | 0 |
| Oviedo (Asturias) | |||||||
| Construction of a nursing and care home | 144 | 6,500 | Q3 2025 | 12 | 9 | 2 | 1 |
| Elche 2 (Valencia) | |||||||
| Construction of a nursing and care home | 150 | 6,000 | Q1 2024 | 8 | 8 | 0 | 0 |
| Castellón de la Plana (Valencia) | |||||||
| Construction of a nursing and care home | 136 | 5,900 | Q4 2024 | 12 | 10 | 2 | 0 |
| Córdoba (Andalusia) | |||||||
| Construction of a nursing and care home | 162 | 7,300 | Q2 2025 | 15 | 8 | 6 | 1 |
| Murcia (Murcia) | |||||||
| Construction of a nursing and care home | 150 | 6,700 | Q2 2024 | 14 | 14 | 0 | 0 |
| Tomares (Andalusia) | |||||||
| Construction of a nursing and care home | 180 | 8,400 | Q3 2024 | 13 | 10 | 3 | 0 |
| Ourense (Galicia) | |||||||
| Construction of a nursing and care home | 116 | 5,200 | Q2 2025 | 23 | 10 | 9 | 4 |
| Santa Cruz de Tenerife (Canary Islands) | |||||||
| Construction of a nursing and care home | 124 | 5,700 | Q4 2025 | ||||
| Maracena (Andalusia) | |||||||
| Construction of a nursing and care home | 180 | 9,100 | Q3 2025 | 13 | 5 | 6 | 2 |
| Dos Hermanas (Andalusia) | |||||||
| Construction of a nursing and care home | 135 | 7,700 | Q4 2025 | 12 | 3 | 7 | 2 |
| Valladolid (Valladolid) | |||||||
| Construction of a nursing and care home | 160 | 8,100 | Q2 2025 | 14 | 3 | 9 | 2 |
| El Cañaveral 3 (Madrid) | |||||||
| Construction of a nursing and care home | 165 | 7,000 | Q4 2025 | 15 | 0 | 11 | 4 |
| Finland | |||||||
| Rovaniemi | |||||||
| Construction of a nursing and care home | 56 | 3,500 | Q2 2024 | 9 | 7 | 3 | 0 |
| SUB-TOTAL INVESTMENT PROPERTIES | 270 | 180 | 69 | 21 | |||
| Germany | |||||||
| North Rhine-Westphalia | |||||||
| Development of 5 eco-friendly healthcare campuses | 680 | 62,000 | 2024-2025 | 188 | 12 | 162 | 14 |
| Spain | |||||||
| Vicálvaro (Madrid) | |||||||
| Construction of a nursing and care home | 132 | 5,500 | Q2 2024 | 11 | 7 | 3 | 0 |
| Jaén (Andalusia) | |||||||
| Construction of a nursing and care home | 160 | 6,700 | Q2 2024 | 10 | 8 | 2 | 0 |
| TOTAL INVESTMENT |
Breakdown of the consolidated healthcare portfolio by building age (as at 31.12.2023 - at fair value)
- 0-5 years: 29.9 %
- 6-10 years: 25.2 %
- 11-15 years: 22.4 %
- > 15 years: 22.4 %
- 286 million EUR investments made in Europe in 2023
Weighted average residual lease length per country until the first possible break option (at 31.12.2023 - in years)
- France: 41
- Netherlands: 17
- Other*: 10 (ES 20 – FI 16 – IE 13 – IT 7 – UK 33)
- Belgium: 16
- Germany: 20# PROPERTIES, NON-CURRENT FINANCIAL ASSETS, FINANCE LEASE RECEIVABLES AND ASSOCIATES
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 is not too dependent on any given financing or social security system.
Follow-up of the financial and environmental 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.
- Corresponding to 90 beds and 10 day-care units.
- Project delivered after 31.12.2023, see section ‘Events after 31.12.2023’.
- Project announced after 31.12.2023, see section ‘Events after 31.12.2023’.
With the agreement of the operators, Cofinimmo receives regular environmental data. This allows Cofinimmo to evaluate energy performance and assess the risk of possible decarbonisation. The energy intensity by country is available in the section ‘EPRA performance Indicators’.
In addition, Cofinimmo collects available data on the performance of the healthcare operators and compares them with its database and with market data when available. Data from operators and specialist healthcare consultants and observations made by Cofinimmo are compiled throughout the year. These data are then validated during the summer of the following year (the data presented below for 2023 are therefore preliminary estimates to be confirmed next summer).
The underlying occupancy rate applies to the majority of care centres and cure centres, which accounted for nearly 95 % of Cofinimmo’s healthcare properties at the end of 2022 (see universal registration document 2022 pages 39 and 43). For the relevant assets in the countries and operators for which Cofinimmo was able to collect and use the data (see scope coverage in the table below), the underlying occupancy rates already reached 84 % (or more) at the end of 2022, showing a serious improvement compared to the 2021 level affected by COVID-19. For 2023, Cofinimmo expects most countries to be above 90 %, with Germany below this level. For illustrative purposes, Cofinimmo has added market data from the various sources available (in Germany they are not available every year, and in Italy they are non-existent).
Cofinimmo would like to take this opportunity to thank its operators for their efforts over the last few years, which have been challenging, and pointed out that reporting by operators would be simplified if all owners would harmonise their reporting requirements. Cofinimmo intends to work in this direction in order to establish industry standards.
Within this framework, of the relevant healthcare property sites is shown in the table below:
The updated figures for 2023 will be published in principle on 26.07.2024, in the half-year press release.
| Country | Occupancy rate Cofinimmo’s relevant portfolio | Scope coverage | Market data |
|---|---|---|---|
| 2021 | 2022 | 2023 | |
| Belgium | 90 % | 89 % | n.a. 7 |
| France | 89 % | 87 % | n.a. 7 |
| The Netherlands | 93 % | 95 % | n.a. 7 |
| Germany | 88 % | n.a. 8 | n.a. 7 |
| Spain | 88 % | 91 % | n.a. 7 |
| Finland | 88 % | 87 % | n.a. 7 |
| Ireland | 83 % | 84 % | n.a. 7 |
| Italy | n.a. 8 | n.a. 8 | n.a. 7 |
| United Kingdom | 79 % | 83 % | 86 % |
| TOTAL | 86 % | 90 % | 91 % |
- Sources: public authorities, parastatal organisations, sectorial organisations, brokers, internal business intelligence. Financial occupation rate (based on number of days billed to residents) for Belgium and France, physical occupation rate for other geographies.
- Weighted average, computed on a sample composed of assets relevant for this operational KPI (most type of cure or care assets (see p. 39 & 43 of 2022 universal registration document), beyond ramp-up, excluding assets in end of operating life, newly acquired or delivered, in restructuration or development).
- % of relevant assets for which data have been collected compared to total relevant assets in term of contractual rent.
- Information mostly based on financial occupation rates.
- Estimates based on spot observations or other intelligence, actual annual average available during the summer of the following year. For the UK, full year data set already available.
- On a like-for-like basis with 2022 relevant portfolio.
- Data set in the process of being collected and/or completed.
- Unavailable information (e.g.: German market occupation rate available every two years).
- Only one new build asset still in ramp up phase.
- Excluding countries without data set.
Breakdown of the healthcare portfolio by operator-tenant (as at 31.12.2023 - based on contractual rents of 261 million EUR - in %)
- 53.3 % Others
- 20.8 % Clariane
- 11.5 % Colisée
- 8.0 % Orpea¹
-
6.4 % DomusVi
-
On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.
SECTION 4 I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE
A vast and qualitative European portfolio
France
- 15 % of the portfolio
- 321,000 m² Surface area
- 99.6 % Occupancy rate
- 57 Sites in operation
- 5,200 Beds
Belgium
- 36 % of the portfolio
- 612,000 m² Surface area
- 100 % Occupancy rate
- 90 Sites in operation
- 10,900 Beds
Germany
- 19 % of the portfolio
- 407,000 m² Surface area
- 97.6 % Occupancy rate
- 59 Sites in operation
- 6,200 Beds
The Netherlands
- 11 % of the portfolio
- 201,000 m² Surface area
- 99.1 % Occupancy rate
- 51 Sites in operation
- 1,400 Beds
Spain
- 8 % of the portfolio
- 156,000 m² Surface area
- 100 % Occupancy rate
- 25 Sites in operation
- 3,900 Beds
Finland
- 3 % of the portfolio
- 36,000 m² Surface area
- 100 % Occupancy rate
- 15 Sites in operation
- 690 Beds
United Kingdom
- 1 % of the portfolio
- 10,200 m² Surface area
- 100 % Occupancy rate
- 3 Sites in operation
- 200 Beds
Italy
- 5 % of the portfolio
- 76,000 m² Surface area
- 100 % Occupancy rate
- 8 Sites in operation
- 1,300 Beds
Ireland
- 2 % of the portfolio
- 42,000 m² Surface area
- 100 % Occupancy rate
- 8 Sites in operation
- 550 Beds
SECTION 4 I MANAGEMENT REPORT I HEALTHCARE REAL ESTATE I
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m²) | Number of beds | Operator-tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 | Oupeye Nursing and care home | 2017/2020 | 10,400 | 116* beds + 43 assisted-living units | Orelia | Triple net | 27 | ± 30 |
| PROVISIONAL ACCEPTANCES | ||||||||
| 2 | Grimbergen Nursing and care home | 2023 | 5,600 | 82 | Orelia Zorg | Triple net | 27 | ± 19 |
| 3 | Oudenburg Nursing and care home | 2023 | 4,400 | 68 | Clariane¹ | Triple net | 20 | ± 11 |
| DISPOSALS | ||||||||
| 4 | Balen Nursing and care home | 2004 | 6,500 | Armonea | ± 31 | |||
| 5 | Aartselaar Nursing and care home | 2006/2013 | 7,800 | Clariane¹ | ||||
| 6 | Walshoutem Nursing and care home | 2001/2012 | 6,800 | 89 + 20 assisted-living units | Anima Care | ± 11 |
* Of which 5 day-care beds.
¹ Previously known as Korian.
In Belgium, Cofinimmo holds investments properties in healthcare real estate for a fair value of 1.7 billion EUR, 18 million EUR in participations in associates and 15 million EUR in finance lease.
Belgium
- 53 million EUR investments in 2023
- 2 ongoing development projects
Achievements in 2023
- Nursing and care home - Oupeye
- Nursing and care home Bloemenhof - Oudenburg (BE)
- Nursing and care home Les Jardins d’Ameline - Oupeye (BE)
In 2023, Cofinimmo acquired a recently built nursing and care home in Oupeye (province of Liège/Luik). Located in a green area in the heart of the municipality, the complex was built in 2017 and extended with a new wing in 2020. It is operational and combines modernity and conviviality. It consists of a 111-bed nursing and care home, 43 assisted-living apartments, as well as 5 day-care beds, spread over a total surface area of approximately 10,400 m². This modular and flexible site has an excellent A-level energy performance. It is amongst others equipped with 400 photovoltaic panels for electricity, a cogeneration system for heating, as well as two rainwater harvesting tanks.
France
- 25 million EUR investments in 2023
- 1 ongoing development project
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. |
|---|---|---|---|
France
In France, Cofinimmo holds a healthcare real estate portfolio for a fair value of 5,115 million EUR.
24 million EUR investments in 2023
1 ongoing development project
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| CRF portfolio 6 | aftercare and rehabilitation clinics (‘SSR’) 1 , two of which are also active in medical care, sur - gery and obstetrics (‘MCO’) 2 | between 1998 and 2019 | 87,000 | 973 | French Red Cross | Double net | 9 ± 13 | |
| PROVISIONAL ACCEPTANCE | ||||||||
| Villers-sur-Mer | Nursing and care home | 2023 | 4,700 | 84 | DomusVi | Double net | 12 ± 14 |
DIVESTMENTS
| | | | | | | | | |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2 | Jurançon 3 | healthcare sites | | | Orpea 4 | | ± 5 | |
| 3 | Sartrouville | | | | Clariane 5 | | | |
- In France, SSR stands for cliniques de soins de suite et de réadaptation.
- In France, MCO stands for médecine, chirurgie et obstétrique.
- The closing of this transaction is foreseen in 2024.
- On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’.
- Previously known as Korian.
Nursing and care home - Villers-sur-Mer (FR)
In 2023, a nursing and care home was delivered in Villers-sur-Mer (Seine-Maritime). This development project had been announced in February 2021 and was part of a larger portfolio consisting of five nursing and care homes. The property is located on the Côte Fleurie, a coastal urban area with several residential districts. The site is easily accessible thanks to good road connexions. It offers a total of 84 permanent beds on a surface area of approximately 4,700 m².
The Netherlands
In the Netherlands, Cofinimmo holds a healthcare real estate portfolio for a fair value of 504 million EUR.
24 million EUR investments in 2023
2 ongoing development projects
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 | Sittard (Limburg) | Medical office building | 2023 | 1,700 | n/a | n/a | Double net | 13 ± 5 |
| 2 | Vlijmen (North Brabant) | Construction of a nursing and care home | Ongoing | 2,100 | 30 | Martha Flora 1 | Double net | 15 ± 9 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 3 | Hilversum (North Holland) | Healthcare clinic | 2023 | 5,500 | n/a | Tergooi | Triple net | 20 ± 30 |
- Is now part of DomusVi .
Nursing and care home - Vlijmen
In 2023, Cofinimmo acquired a plot of land in Vlijmen (North Brabant) where an eco-friendly nursing and care home will be built. The new site will be located in a residential area, close to shops and green spaces and will be easily accessible. It will also have a bicycle storage facility. With a surface area of approximately 2,100 m² and 30 beds, the new nursing and care home will partially address the shortage of care capacity in the region. It will also have a day-care unit. Modern and sustainable materials with a long life cycle and the most recent techniques (geothermal energy, ample water buffering, solar panels) will be used. Cofinimmo will therefore aim for an A+++ energy performance label for this site.
Medical office building - Sittard (NL)
Render of the future nursing and care home - Vlijmen (NL)
Germany
107 million EUR investments in 2023
5 ongoing development projects
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 | Viersen (North Rhine- Westfalia) | Extension of healthcare campus | 2023 | 2.,140 | 21 apartments | Schönes Leben Gruppe | Dach und Fach 3 | 25 ± 5 |
| PROVISIONAL ACCEPTANCES | ||||||||
| 2 | Kaarst (North Rhine- Westphalia) | 2 healthcare campuses | 2023 | 12,500 | 107 1 units + 55 apartments | Schönes Leben Gruppe | Dach und Fach 3 | 25 ± 85 |
| 3 | Viersen (North Rhine- Westphalia) | 16,400 | 105 2 units + 96 apartments |
- i.e. 92 beds and 15 day-care places.
- i.e. 90 beds and 15 day-care places.
- See glossary.
In Germany, Cofinimmo holds a healthcare real estate portfolio for a fair value of 894 million EUR and 14 million EUR in associates (investments and receivables).
Healthcare campus - Kaarst
In 2023, a second eco-friendly healthcare campus was delivered in Kaarst (North Rhine-Westphalia). With its wide range of services, the project in Kaarst is designed as a environmentally friendly healthcare campus (A-level energy performance) and offers a variety of care and living options for its residents. ‘Am Dreeskamp’ has a total surface area of approximately 12,500 m² and offers different services spread over 92 beds, 15 day-care places and 55 apartments.
Healthcare campus Am Dreeskamp - Kaarst (DE)
Healthcare campus Am Fritzbruch - Viersen (DE)
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITIONS | ||||||||
| 1 | Dos Hermanas (Andalusia) | Construction of a nursing and care home | Ongoing | 7,700 | 135 | Grupo Reifs | Triple net | 30 ± 12 |
| 2 | Valladolid (Castile & León) | Construction of a nursing and care home | Ongoing | 8,100 | 160 | Genesenior | Triple net | 25 ± 14 |
| PROVISIONAL ACCEPTANCE | ||||||||
| 3 | Tarragona (Catalonia) | Nursing and care home | 2023 | 6,800 | 172 | Clece | Double net | 25 ± 15 |
Cofinimmo entered Spain in September 2019, where it already holds a healthcare real estate portfolio for a fair value of 364 million EUR in investment properties, to which 43 million EUR of finance lease receivables and 16 million EUR of prepayments in non-current financial assets were added.
51 million EUR investments in 2023
16 ongoing development projects
Nursing and care home - Dos Hermanas
In 2023, Cofinimmo started the construction of a new nursing and care home on a plot of land acquired earlier in Seville (Andalusia). The building will have a total surface area of approximately 7,700 m² and will offer 135 beds. The centre is located next to the Convention Centre of Dos Hermanas, currently under construction, next to the new SE-40 expressway and the new regional train station. For this site, Cofinimmo foresees an A-level energy performance and a BREEAM Excellent certification.
Render of the future nursing and care home - Dos Hermanas (Andalusia - ES)
Nursing and care home - Tarragona (Catalonia – ES)
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator- tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| PROVISIONAL ACCEPTANCES | ||||||||
| 1 | Kuopio | Nursing and care home | 2023 | 4,200 | 75 | Nonna Group Oy | Double net | 20 ± 17 |
| 2 | Helsinki | Nursing and care home | 2023 | 4,200 | 83 | Attendo | Double net | 15.5 ± 19 |
| 3 | Raisio | Nursing and care home | 2023 | 5,000 | 98 | Ikifit Oy | Double net | 15 ± 15 |
15 million EUR investments in 2023
1 ongoing development project
Cofinimmo entered Finland in November 2020, where it already holds a healthcare real estate portfolio for a fair value of 153 million EUR.
Nursing and care home - Helsinki
In 2023, Cofinimmo announced the provisional delivery of a nursing and care home located in Helsinki, the capital of Finland, on the southern coast of the country. The nursing and care home is located in a green and quite residential area, about 15 km east from the city centre, in Vuosaari, close to several shops and public transport services. The site has a surface area of approximately 4,200 m² and offers 75 intensive care rooms spread over three storeys as well as 8 lighter care rooms on the ground floor. The level of energy performance of the building is B.
Aerial view of the nursing and care home – Helsinki (FI)
| Asset location | Type of works / Type of asset | Year built / renovated | Approx. surface area (in m 2 ) | Number of beds | Operator-tenant | Type of lease | Lease length (in years) | Price / Investment budget (in million EUR) |
|---|---|---|---|---|---|---|---|---|
| ACQUISITION | ||||||||
| 1 | Limerick | Nursing and care home | 2008 | 2,700 | 56 | Mowlam Healthcare | Triple net | 25 ± 8 |
8 million EUR investments in 2023
Cofinimmo entered Ireland in January 2021, where it already holds a healthcare real estate portfolio for a fair value of 100 million EUR.
Nursing and care home - Limerick
In 2023, Cofinimmo acquired a nursing and care home in Limerick. The Park nursing and care home is located in a green residential neighbourhood, about 4 km from the city centre. It benefits from a bus stop in front of the building and is easily accessible by car. Built in 2008, the nursing and care home has a total surface area of approximately 2,700 m² and offers 56 beds, which are in en-suite rooms. The asset has a good energy performance and several upgrades are planned to further improve it.
Aerial view of the nursing and care home – Limerick (IE)
Cofinimmo entered Italy in May 2021, where it already holds a healthcare real estate portfolio for a fair value of 217 million EUR.
1 million EUR investments in 2023
Nursing and care home - Novara (IT)
United Kingdom
Cofinimmo entered the United Kingdom in July 2021, where it already holds a healthcare real estate portfolio for a fair value of 67 million EUR.
Nursing and care home – Milton Keynes (UK)# SECTION 4 I MANAGEMENT REPORT
I HEALTHCARE REAL ESTATE
2 million EUR investments in 2023
X Joël Assoba Senior Property Manager - Offices
X Brasserie René - Antwerp (BE)
An opportunity-seeking approach with long-term income
I PROPERTY OF DISTRIBUTION NETWORKS
Highlights
- 7 % of the consolidated portfolio
- 99.8 % Occupancy rate
- 24 million EUR Divestments
- 12 years Weighted average residual lease length
- 0.5 billion EUR Fair value of the portfolio
- 854 number of assets, of which 853 pubs and restaurants
- 1 PPP booked as operating lease
- 6.9 % Gross rental yield
- 7 contracts relating to assets in operation in the PPP portfolio, booked as finance leases
- 1 PPP building with BREEAM certification
- 309,000 m² Surface area
- 126 kWh/m² Annual energy intensity of the covered segment
In November 2023, Cofinimmo completed the disposal of its portfolio of insurance agencies leased to the MAAF insurance company (Cofinimur I). Since then, Cofinimmo’s property of distribution networks portfolio only consists of pubs and restaurants leased to the AB InBev brewery group (Pubstone). This portfolio, acquired in 2007 through sale & leaseback transactions, generates long-term revenues. In 2023, Cofinimmo invested 4 million EUR and divested for 24 million EUR. In addition to this sub-segment, 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 includes eight contracts related to assets in operation.
Breakdown of property of distribution networks by country (at fair value - in %)
- 64 % Pubstone - Belgium
- 30 % Pubstone - The Netherlands
- 6 % Other - Belgium
X From left to right : Filip Gustin, Office Assistant Ivo Nuyts, Senior Project Manager
X Brasserie René - Antewerp (BE)
- 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.
Market characteristics
Pubstone
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 occu- pant-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 tech- nical 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 works.
Cofinimmo is usually responsible for up-keep and mainte - nance throughout the tenancy, which is 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 85.0 million EUR as at 31.12.2023.
Assets in operation in the PPP portfolio as at 31.12.2023
| 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 | Operating lease |
| Several sites of the Université Libre de Bruxelles - Brussels (Ixelles/Elsene) | 22,902 m² | Finance lease |
| Police station - HEKLA zone | 3,800 m² | Finance lease |
X Courthouse - Antwerp (BE)
Strategy implementation
Pubstone
At the end of 2007, Cofinimmo acquired, within the framework of a property partnership, the entire portfolio of pubs and restau- rants, previously owned by Immobrew SA/NV, a subsidiary of AB InBev, since then renamed Pubstone SA/NV. Cofinimmo leases the premises back to AB InBev for an initial term of 27 years, the current maturity being in 2035. AB InBev sub-leases the premises to operators and retains an indirect stake of 10 % in the Pub- stone 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.
X From left to right : Joël Assoba - Senior Property Manager - Offices Filip Gustin - Office Assistant
X Brasserie René - Antwerp (BE)
ESG
In the acquisition phase of this segment, a long-term part- nership 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 sustain- ability. 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.
Achievements in 2023
Pubstone : pubs and restaurants
Divestment of 14 pubs and restaurants
In 2023, Cofinimmo divested 14 pubs and restaurants (10 located in Belgium and 4 located in the Netherlands) through its subsidi- aries Pubstone and Pubstone Properties, which had been vacated by AB InBev, for a total amount of approximately 5 million EUR, an amount higher than the fair value of the assets prior to the conclusion of the agreements.
Technical interventions and renovation projects
In 2023, the property and project management operational teams supervised 491 technical interventions on the portfolio of pubs and restaurants (377 in Belgium and 114 in the Netherlands). They also managed 133 renovation projects (111 in Belgium and 22 in the Netherlands), for a total amount of approximately 4 million EUR. This consisted primarily of façade and roofing renovations.# Main renovation projects in 2023
| Location | Type of works |
|---|---|
| BELGIUM | |
| Windsor De Keyserlei 39 – Antwerp | Renovation of rear façade, roof, external joinery and painting of front façade |
| Bar Bas Visserskaai 11 – Antwerp | Replacement of external joinery and painting of façade |
| De Kleine Hal Maastrichterstraat 30 – Hasselt | Roof renovation |
| La Villance Bvd du Souverain/Vorstlaan 274 – Brussels | Roof renovation, replacement of windows and painting |
| Café De Belleman Botermarkt 8 – Gand/Gent | Roof renovation and replacement of windows |
| Café Les 4 Saisons Grand’Place 68 – Tournai/Doornik | Roof renovation, replacement of windows and painting |
| Café Hemelrijk Oudenberg 2 – Geraardsbergen | Roof renovation, replacement of windows and painting of façades |
| THE NETHERLANDS | |
| Café De Bel Markt 24-26 – Valkenswaard | Roof renovation, replacement of windows and external painting |
| Billy’s Poolcafé Lange Kruisweg 66 – Veldhoven | Roof renovation, replacement of windows and external painting |
Belgium
Breakdown of assets by country (number of assets in %)
- 76 % Belgium
- 24 % The Netherlands
Cofinimur I : insurance agencies
Completion of the divestment of the Cofinimur I portfolio
On 06.11.2023, Cofinimmo announced that it had successfully completed the disposal of the Cofinimur I portfolio, which consisted of insurance agencies leased to the French MAAF group. Announced on 23.09.2021, the sale of this portfolio (comprising 265 assets at that time), is fully in line with Cofinimmo’s strategy of disposing of assets deemed non-strategic, in order to pursue the expansion and renewal of the healthcare real estate portfolio in Europe. This large-scale disposal operation (given the geographical dispersion of the assets making up the portfolio) was completed in just over two years, for approximately 111 million EUR. Some of these assets were sold in clusters, while others were sold individually. These disposals enabled Cofinimmo to gradually reduce its debts-to-assets ratio by around 0.9 % and generated disposal proceeds slightly higher than the fair value of the portfolio when the disposal process was launched in September 2021.
68 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
- Restaurant De Vooruitgang - Eindhoven (NL)
69 SECTION 4 I MANAGEMENT REPORT I PROPERTY OF DISTRIBUTION NETWORKS I working
70 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I working
Creating value through capital recycling
From left to right : Alessia Zangrossi - Project Management Assistant Quentin Montens - Valuation Analyst Myriam Hallet - Senior Commercial Account Manager
- Office building The Gradient - Brussels decentralised (BE)
71 SECTION 4 I MANAGEMENT REPORT I OFFICES I
Highlights
- 236 million EUR Divestments
- 5 years Weighted average residual lease length
- 41 Number of assets
- 331,000 m² Surface area
- 7 Buildings with BREEAM or ActiveScore certification
- 18 % of the consolidated portfolio
- 1.1 billion EUR Fair value of the portfolio
- 6.4 % Gross rental yield
- 93.9 % Occupancy rate
- 128 kWh/m² Annual energy intensity of the covered segment
72 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
As an important player in Brussels’ office sector for 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.
Other regions
- Decentralised
- Brussels’ CBD
- Periphery
Recentering the portfolio towards Brussels’ CBD
- 68 % Brussels’ CBD
- 4 % Periphery
- 18 % Decentralised
- 11 % Other regions
From left to right : Benjamin De Reus, Data Leader Frédéric Magain, IT Support Engineer
- Office building The Gradient - Brussels decentralised (BE)
SECTION 4 I MANAGEMENT REPORT I OFFICES I 73
Market characteristics
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
- Major occupants : Belgian public authorities and Belgian medium or large private companies.
- Leopold district
- European district of the city
- Major occupants : European institutions and delegations or associations working with them, medium or large private companies, law firms, lobbyists.
- Brussels North
- Business area
- Major occupants : Belgian and regional public authorities, semi-public companies and large private companies.
- Louise district
- Prestigious district, mixed zone (residential and offices)
- Major occupants : law firms, embassies and medium-sized private companies.
- South district (Midi)
- District surrounding the Brussels-South railway station
- Major 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
- Major occupants : private companies of all sizes.
- Brussels periphery
- Area located in the immediate vicinity of the Brussels-Capital Region, the Ring and the national airport
- Major 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 177 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 177 of this document).
- Market information deriving from the CBRE, Cushman & Wakefield, Jones Lang LaSalle and BNP market research.
Breakdown of the consolidated portfolio by tenant business sector (as at 31.12.2023 - in contractual rents of 59 million EUR - in %)
- < 1 % Retail (commercial use)
- 11 % Other
- 12 % Finance, Insurance & Real estate
- 12 % ICT, Telecom & Media
- 6 % Logistics
- 1 % Retail (office use)
- 33 % Belgian and international public sector
- 10 % Chemistry, Energy & Pharmal
- 15 % Consultants & law firms
Occupancy rate by geographical area (as at 31.12.2023 - in %)
| Area | Brussels Periphery | Brussels Decentralised | Brussels’ CBD | Other |
|---|---|---|---|---|
| Occupancy Rate | 79.1 % | 98.0 % | 97.0 % | 89.6 % |
| Average | 93.9 % |
74 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 31.12.2023, the subsidiary had a total balance sheet of 1.2 billion EUR (2022 : 1.4 billion EUR), with an equity of 0.8 billion EUR (2022 : 0.9 billion EUR) and a debt-to-assets ratio of approximately 31 % (2022 : 37 %).
Proximity to clients
Cofinimmo endeavours to build close and sustainable relationships with its tenants (see chapter ‘Stakeholder dialogue as driver for transition’) to ensure client satisfaction and loyalty. Building management is handled entirely in-house. Given the size of its office portfolio, 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 2023, the occupancy rate of the Flex Corner® sites stood at approximately 88 %.
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. 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.# SECTION 4 I MANAGEMENT REPORT I OFFICES
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 the diversity of districts and their aesthetics. 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. Environmental data management software processes the consumption figures (water, gas, electricity) and waste production for all the common 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 is connected to the energy accounting software in real time. Through these areas of focus, Cofinimmo wishes to fully carry out its societal and environmental responsibility.
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.
Selective arbitrage of assets
Cofinimmo has implemented a selective arbitrage policy for its office buildings compatible with 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. Being close to public transport means less pollution from commuting. 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, energy performance, 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.
Office building Montoyer 10 – Brussels’ CBD (BE) : a model of sustainability
The redevelopment of the M10 is part of a biophilic approach that aims to maintain contact between people and nature, even in urban areas. The architectural design of this building includes a concrete core and basement, while all other superstructures (floors, columns, structural façade elements) are made of wood from sustainable forests. The use of renewable materials and technologies has significantly reduced the building’s carbon footprint, while the optimised prefabrication of its components has reduced waste and created healthy spaces. The building will have a private garden, a green roof, accessible terraces on the sixth and seventh floor, triple glazing, solar panels, LED lighting and heat pumps. The ground and first floor will have fully glazed facades with high transparency, improving the feeling of space and increasing the interaction between the building’s activities and its environment. In addition to an A-level energy label and a BREEAM Outstanding certification, the M10 was also granted WELL Platinum and CO2 neutral company labels.
Occupancy rate
Cofinimmo’s office portfolio occupancy rate was 93.9 % at 31.12.2023 compared to 92.6 % for the overall Brussels office market¹. In 2023, renegotiations and new leases have been signed for a total of almost 65,207 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 46 | Lease | 600 |
| Brussels’ CBD | Loi/Wet 34 | Lease | 600 |
| Brussels’ CBD | Montoyer 10 | Lease | 1,200 |
| Brussels’ CBD | Loi/Wet 89 | Lease | 3,200 |
| Brussels’ CBD | Loi/Wet 34 | Renegotiation & lease | 1,600 |
| Brussels’ CBD | Meeûs 23 | Renegotiation | 800 |
| Brussels’ CBD | Loi/Wet 227 | Renegotiation | 1,200 |
| Brussels’ CBD | Trône/Troon 98 | Renegotiation | 600 |
| Brussels’ CBD | Arts/Kunst 46 | Renegotiation | 1,300 |
| Brussels’ CBD | Guimard 10 | Renegotiation | 7,600 |
| Brussels’ CBD | Guimard 10 | Renegotiation | 600 |
| Brussels’ CBD | Everegreen | Renegotiation | 16,100 |
| Brussels’ CBD | Ligne 13 | Renegotiation | 800 |
| Brussels’ decentralised | Bourget 50 | Lease | 600 |
| Brussels’ decentralised | Tervu(e)ren 270 | Lease | 1,500 |
| Brussels’ decentralised | Tervu(e)ren 270 | Lease | 4,200 |
| Brussels’ decentralised | Tervu(e)ren 270 | Renegotiation & lease | 1,800 |
| Brussels’ decentralised | Bourget 44 | Renegotiation | 2,300 |
| Brussels’ decentralised | Herrmann-Debroux | Renegotiation | 600 |
| Brussels’ periphery | Park Hill | Renegotiation & lease | 10,000 |
| Brussels’ periphery | Park Lane | Renegotiation | 1,030 |
| Brussels’ periphery | Park Hill | Renegotiation | 1,200 |
| Other regions | AMCA – London Tower - Antwerp | Lease | 1,100 |
| Other regions | AMCA – Avenue Building - Antwerp | Lease | 600 |
| Other regions | AMCA – Avenue Building - Antwerp | Lease | 600 |
| Other regions | AMCA - London Tower - Antwerp | Renegotiation | 600 |
| Other regions | Mechelen Station - Malines/Mechelen | Lease | 600 |
| Other regions | Mechelen Station - Malines/Mechelen | Renegotiation | 1,100 |
| Other regions | Mechelen Station - Malines/Mechelen | Renegotiation | 1,500 |
Achievements in 2023
Pursuing the asset rotation strategy
In 2023, 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 disposal of the Mercurius 30 office building in the periphery of Brussels announced in January 2023 for approximately 6 million EUR;
* the disposal of the Georgin 2 office building in the decentralised area of Brussels announced in March 2023 for approximately 29 million EUR;
* the disposal of the mix-used site Woluwe 151 in the periphery of Brussels announced in April 2023 for approximately 10 million EUR;
* the divestment of the Brand Whitlock 87-93 and Woluwe 58 office buildings (the latter currently being the head office of the Cofinimmo group) announced in June 2023 for approximately 24 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) |
|---|---|---|---|---|---|
| Mercurius 30 | Brussels periphery | ± 6,100 m² | Divestment | Q1 2023 | ± 6 |
| Georgin 2 | Brussels decentralised | ± 17,700 m² (+340 parking spaces) | Divestment | Q1 2023 | ± 29 |
| Woluwelaan 151 | Brussels periphery | ± 9,200 m² (+328 parking spaces) | Divestment | Q2 2023 | ± 10 |
| Loi/Wet 57 | Brussels’ CBD | ± 10,000 m² | Divestment | Q2 2023 | ± 36 |
| Science/ Wetenschap 41 | Brussels’ CBD | ± 2,900 m² | Divestment | Q2 2023 | ± 12 |
| Woluwe 58 | Brussels decentralised | ± 3,900 m² | Divestment | Q2 2023 | ± 12 |
| Loi/Wet 89 | Brussels’ CBD | ± 3,200 m² | Acquisition | Q2 2023 | ± 7 |
| Brand Whitlock 87-93 | Brussels decentralised | ± 6,200 m² | Divestment | Q3 2023 | ± 12 |
| Nerviens/ Nerviërs 105 | Brussels’ CBD | ± 9,200 m² | Divestment | Q3 2023 | ± 20 |
| Stationsstraat 100, 102-108 et 120 | Other regions | ± 14,000 m² (+273 parking spaces) | Divestment | Q4 2023 | ± 27 |
| Park Hill | Brussels periphery | > 16,000 m² | Divestment | Q4 2023 | ± 60 |
| Herrmann- Debroux 44-46 | Brussels decentralised | ± 9,700 m² (+167 parking spaces) | Divestment | Q4 2023 | |
| Everegreen | Brussels decentralised | > 16,000 m² | Divestment | Q4 2023 |
Committed office investment programme
| Project | Type (of works) | Surface area (in m²) (after works) | Estimated completion date | Total investments | Total investments as at 31.12.2023 | Total investments in 2024 | Total investments after 2024 (x 1,000,000 EUR) |
|---|---|---|---|---|---|---|---|
| Belgium | |||||||
| Montoyer 10 (Brussels) | Redevelopment | 6,000 | Q1 2024 | 18 | 14 | 3 | 0 |
| Stationsstraat 110 (Malines/ Mechelen) | Renovation | 15,000 | Q1 2025 | 36 | 22 | 14 | 0 |
| TOTAL | 54 | 36 | 17 | 0 |
TOTAL INVESTMENT PROPERTIES, NON-CURRENT FINANCIAL ASSETS, FINANCE LEASE RECEIVABLES AND ASSOCIATES
The portfolio consists of:
* in Belgium: healthcare and office assets, a network of pubs and restaurants and public-private partnerships;
* in France: healthcare assets;
* 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.
¹ Source: Cushman & Wakefield.# SECTION 4 | MANAGEMENT REPORT | COMPOSITION OF THE CONSOLIDATED PORTFOLIO
At 31.12.2023, the consolidated property portfolio of the Cofinimmo group consisted of 1,211 buildings with a total surface area of 2,500,000 m². Its fair value amounts to 6.2 billion EUR. Healthcare real estate represents 75 % 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 18 % 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 one distribution network leased to AB InBev, a major player in Belgium and the Netherlands.
Composition of the consolidated portfolio
X Nursing and care home - Raisio (FI)
Changes in the consolidated portfolio
Change from 1996 to 2023
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 31.12.2023, it exceeds 6.5 billion EUR.
Between 31.12.1995 and 31.12.2023, the group:
* invested a total of 8,275 million EUR in investment properties (acquisitions, constructions and renovations);
* divested for a total amount of 2,868 million EUR.
On average, Cofinimmo realised net capital gains on investments of 7% upon disposal (based on the latest annual valuations preceding the disposal, before deduction of payments to intermediaries and other miscellaneous expenses). These figures do not include capital gains and losses realised on the sale of shares of companies owning buildings. These amounts 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 8,275 million EUR between 1996 and 2023.
Change in the investment value of the consolidated portfolio between 1996 and 2023 (x 1,000,000 EUR)
| Investment value of the portfolio as at 31.12.1995 | 609 |
| Acquisitions | 6,925 |
| Constructions and renovations | 1,351 |
| Net disposal value | -3,074 |
| Realised gains and losses compared to the last annual estimated value | 205 |
| Writeback of lease payments sold | 233 |
| Change in the investment value | 292 |
| Currency translation differences linked to conversion of foreign activities | -1 |
| Investment value of the portfolio as at 31.12.2023 | 6,539 |
Accelerated growth of the consolidated portfolio (overall consolidated asset between 2018 and 2023 - in billion EUR)
| Date | Value (billion EUR) | CAGR (%) |
|---|---|---|
| 31.03.2018 | 3.0 | |
| 31.12.2018 | 3.5 | 11% |
| 31.12.2019 | 4.0 | |
| 31.12.2020 | 4.6 | |
| 31.12.2021 | 5.3 | |
| 31.12.2022 | 5.3 | |
| 31.12.2023 | 6.2 | |
| 6.7 | ||
| 7.0 | ||
| 6.5 | ||
| 6.0 | ||
| 5.5 | ||
| 5.0 | ||
| 4.5 | ||
| 4.0 | ||
| 3.5 | ||
| 3.7 |
Breakdown of the consolidated portfolio per country (as at 31.12.2023 – at a fair value of 6,231 million EUR - in %)
- (ES 6 % - FI 2 % - IE 2 % - IT 3 % - UK 1 %)
| Country | Percentage (%) |
|---|---|
| Others* | 14 % |
| France | 11 % |
| The Netherlands | 10 % |
| Germany | 14 % |
| Belgium | 50 % |
Breakdown of the consolidated portfolio by real estate segment (as at 31.12.2023 – at a fair value of 6,231 million EUR - in %)
| Segment | Percentage (%) |
|---|---|
| Healthcare | 75 % |
| Offices | 18 % |
| Property of distribution networks | 7 % |
Change in 2023
The investment value of the consolidated portfolio increased from 6,492 million EUR at 31.12.2022 to 6,539 million EUR at 31.12.2023. At fair value, the figures were 6,200 million EUR at 31.12.2022 and 6,231 million EUR at 31.12.2023.
In 2023, the Cofinimmo group:
* invested a total of 515 million EUR¹ in investment properties (acquisitions, constructions and renovations);
* divested for a total amount of 303 million EUR.
The divestments carried out in 2023 consisted primarily of 12 office buildings, 14 pubs and restaurants from the Pubstone distribution network, 71 insurance agencies from the Cofinimur I distribution network and 5 assets in healthcare real estate. The graph on this page shows the breakdown of investments by real estate segment realised in 2023, totalling 515 million EUR, which includes also the change in non-current financial assets, the change in investments in associates and the impact of the consolidation of the SCI Foncière CRF, giving a total of 338 million EUR.
Investment properties (including non-current assets held for sale) increased by 31 million EUR in 2023 (47 million EUR at investment value), i.e. a 0.5 % increase. The table on the next page details the change in fair value of the portfolio in 2023 by segment and geographical area.
Change in the investment value of the consolidated portfolio in 2023 (x 1,000,000 EUR)
| Investment value of the portfolio as at 31.12.2022 | 6,492 |
| Acquisitions¹ | 343 |
| Constructions and renovations | 173 |
| Net disposal value | -299 |
| Realised gains and losses compared to the last annual estimated value | -4 |
| Writeback of lease payments sold | 1 |
| Change in the investment value | -169 |
| Currency translation differences linked to conversion of foreign activities | 1 |
| Investment value of the portfolio as at 31.12.2023 | 6,539 |
X Nursing and care home - Legazpi (Madrid - ES)
Breakdown of investments by real estate segment in 2023 (in investment value - x 1,000,000 EUR)
| Segment | Value (million EUR) |
|---|---|
| Property of distribution networks | 4 |
| Healthcare real estate | 464 |
| Offices | 1 |
Breakdown of investments by real estate segment between 1996 and 2023 (in investment value - x 1,000,000 EUR)
| Segment | Value (million EUR) |
|---|---|
| Property of distribution networks | 2,896 |
| Offices | 4,770 |
| Healthcare real estate | 609 |
¹ As well as -1 million EUR in investments in associates, finance lease receivables and other non-current receivables. It should be noted that this amount includes the recognition of investment properties (189 million EUR at investment value; 178 million EUR at fair value) as part of the consolidation of SCI Foncière CRF.
Change in fair value of the consolidated portfolio by real estate segment and by geographical area in 2023
| Real estate segment and geographical area | Change in fair value (%) | Share of the consolidated portfolio (%) |
|---|---|---|
| Healthcare real estate | -2.2 % | 74.9 % |
| Belgium | -2.4 % | 26.9 % |
| France | 2.1 % | 11.1 % |
| Netherlands | 0.5 % | 8.1 % |
| Germany | -6.6 % | 14.4 % |
| Spain | -4.9 % | 5.8 % |
| Finland | 1.6 % | 2.5 % |
| Ireland | -0.8 % | 1.6 % |
| Italy | -0.5 % | 3.5 % |
| United Kingdom | -2.1 % | 1.1 % |
| Offices | -5.8 % | 17.7 % |
| Brussels CBD | -6.1 % | 12.0 % |
| Brussels decentralised | -3.1 % | 3.1 % |
| Brussels periphery | -1.8 % | 0.6 % |
| Other regions | -9.3 % | 1.9 % |
| Property of distribution networks | 0.3 % | 7.4 % |
| TOTAL PORTFOLIO | -2.7 % | 100.0 % |
¹ Without the initial effect of the changes in scope.
X Office building Quartz - Brussels’ CBD (BE)
Rental situation of the consolidated portfolio
¹ 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 98.5 % at 31.12.2023. It is as follows for each real estate segment:
| Real estate segment and country | Occupancy rate (%) | Comment |
|---|---|---|
| Healthcare real estate | 99.4 % | |
| Belgium | 100.0 % | Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually signs leases with an initial term of 27 years. Assets in development are all pre-let. |
| France | 99.6 % | Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually signs leases with an initial term of 12 years. As at 31.12.2023, the average residual lease length is 8 years (it was 3 years at 31.12.2022), and two assets are empty. In 2023, 1 asset has been divested at market value, 1 asset has been delivered and 6 assets entered the portfolio, following the acquisition of a majority stake in the SCI Foncière CRF. The asset being developed is pre-let. |
| The Netherlands | 99.1 % | Cofinimmo owns 19 medical office buildings which are directly leased to healthcare professionals who receive their patients in the facilities. As at 31.12.2023, the occupancy rate of these buildings was 98.4 %. All other assets are fully leased to healthcare operators, with whom Cofinimmo usually signs leases with an initial term going from 10 to 20 25 years. Assets being developed are all pre-let. |
| Germany | 97.6 % | Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually signs leases with an initial term going from 15 to 30 years. |
| Other¹ | 100.0 % | Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually signs leases with an initial term going from 12 to 35 years. |
| Offices | 93.9 % | The large majority of leases signed by Cofinimmo in this segment are 3/6/9 years. The annual rental vacancy risk facing the group represents an average of 10 % to 15 % of its office portfolio. By comparison, the average vacancy rate in the Brussels office market was 7.40 % as at 31.12.2023 (source: Cushman & Wakefield). |
| Property of distribution networks | 99.8 % | This segment consists of the Pubstone portfolio, as well as two assets: the land reserve Tenreuken located in Brussels, and the federal police station located Kroonveldlaan 30 in Termonde/Dendermonde. Each year, as of the seventh year of the lease (2014), AB InBev has the option of terminating pub and restaurant leases accounting for up to 1.75 % of the annual rental income of the total Pubstone portfolio. The group has vacated 208 assets since 2014, of which 13 have been re-let, 192 have been sold and 3 are empty. |
SECTION 4 I MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO
Timetable of lease maturities
If every tenant were to exercise their first break option, the weighted average residual length of all leases in effect on 31.12.2023 would be 13 years. The graph below shows the lease maturity for each real estate segment as at 31.12.2023. The average residual lease length would be 13 years if no break option was exercised, i.e. if all tenants continued to occupy their surface areas until the contractual end of the leases. Furthermore, as at 31.12.2023, nearly 70% of the leases signed by the group had a residual term greater than 9 years (see table opposite).
Breakdown of the consolidated portfolio based on lease maturities (as at 31.12.2023 - in contractual rents)
| Lease maturities | |
|---|---|
| Leases > 9 years | 69.8 % |
| Healthcare real estate | 58.6 % |
| Property of distribution networks - Pubstone | 9.3 % |
| Offices – public sector | 0.7 % |
| Offices – private sector | 1.1 % |
| Leases 6-9 years | 10.5 % |
| Healthcare real estate | 6.5 % |
| Offices | 3.5 % |
| Property of distribution networks – Others | 0.5 % |
| Leases < 6 years | 19.7 % |
| Offices | 11.2 % |
| Healthcare real estate | 8.5 % |
| TOTAL | 100 % |
- For the ‘Healthcare’ segment, is it as follows: Belgium (17), France (8), Netherlands (10), Germany (20), Spain (20), Finland (16), Ireland (13), Italy (7) and United Kingdom (33).
| Weighted average residual lease length | 13 years |
| Occupancy rate | 98.5 % |
| Weighted average residual lease length per real estate segment until the first possible break option (as at 31.12.2023 – in number of years) | |
| Offices | 16 |
| Property of distribution networks | 14 |
| Healthcare | 12 |
| 1515 11 55 1212 | |
| Average: 13 yearsAverage: 13 years |
Tenants
The group’s consolidated portfolio consists of approximately 300 groups of tenants from a variety of sectors. Diversification contributes to the group’s moderate risk profile. The listed French group Clariane (previously known as Korian), expert in senior care and support services, is the group’s leading tenant. It is followed by AB InBev which leases the Pubstone pubs and restaurants portfolio. The developments in the situation of some healthcare operators is addressed in a separate section on pages 40 and 41 of this document.
Change in rental income
Rental income has increased from 326 million EUR in 2022 to 353 million EUR IN 2023, i.e. up 8.5%. On a like-for-like basis*, the level of rents increased (+5.5 %) between 31.12.2022 and 31.12.2023: the positive effect of new leases (+1.2 %) and indexation (+5.9 % in total, including in particular +6.2 % for healthcare real estate, of which +7.3 % in Belgium for example, indexation being usually applied at the anniversary date of the contract) more than compensated the negative impact of departures (-1.2 %) and renegotiations (-0.4 %). The renegotiations include the effect of the extension of the usufruct of the Loi/Wet 56 and Luxembourg/Luxemburg 40 office buildings occupied by the European Commission, for which the assignments of receivables made in 2008 expired during the year 2022.
Cofinimmo is able to secure its long-term revenue thanks to its portfolio diversification strategy and its active commercial management. Over 85 % of its rental income is contractually guaranteed until 2028. This percentage increases to 90 % if no termination options are exercised and if all of the tenants remain in their rented spaces until the contractual end of their lease.
Breakdown of the consolidated portfolio by tenant business sector (as at 31.12.2023 - based on contractual rents of 355 million EUR - in %)
| 73.6 % | |
|---|---|
| Healthcare | |
| Offices | |
| Property of distribution networks | |
| Healthcare real estate | |
| TOTAL | 100 % |
| Rental income (as at 31.12.2023 - in contractual rents - in %) | |
| Offices | |
| Property of distribution networks | |
| Healthcare real estate | |
| 2024 | |
| 2025 | |
| 2026 | |
| 2027 | |
| 2028 | |
| 2029 | |
| 2030 | |
| 2031 | |
| 2032 | |
| 2033 | |
| 2034 | |
| 2035 | |
| 2036 | |
| 2037 | |
| 2038 | |
| > 2038 | |
| 100 | |
| 90 | |
| 80 | |
| 70 | |
| 60 | |
| 50 | |
| 40 | |
| 30 | |
| 20 | |
| 10 | |
| 0 | |
| 0 | |
| 10 | |
| 20 | |
| 30 | |
| 40 | |
| 50 | |
| 60 | |
| 70 | |
| 80 | |
| 90 | |
| 100 | |
| 85 | |
| 9.3 % | AB InBev |
| 2.4 % | Consultants & law firms |
| 2.0 % | Finance, insurance & real estate |
| 5.9 % | Belgian & international public sector |
| 4.6 % | Other |
| 2.0 % | ICT, telecom & media |
- Of which 1.5 % in France, 2.4 % in Belgium, 1.7 % in Germany and 0.3 % in Spain. In addition, the Aldea group, in which Cofinimmo has a 27.1 % stake, holds nine sites leased to Orpea in Belgium representing approximately 55 % of its rental income.
- On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’.
| Top 10 tenants (as at 31.12.2023 - based on contractual rents - in %) | Proportion of contractual rents (in %) | Length (in years) |
|---|---|---|
| Clariane | 15 % | |
| AB InBev | 9 % | |
| Colisée | 8 % | |
| Orpea 1-2 | 6 % | |
| Public sector | 6 % | |
| DomusVi | 5 % | |
| Care-Ion | 4 % | |
| Stella Vitalis | 3 % | |
| French Red Cross | 3 % | |
| Aspria | 2 % | |
| 20 | 15 | |
| 15 | 10 | |
| 10 | 5 | |
| 5 | 0 | |
| 0 | 40 | |
| 30 | ||
| 20 | ||
| 10 | ||
| 0 | ||
| and weighted average residual lease length until the first break option (as at 31.12.2023 – in number of years) |
Change in gross rental income on a like-for-like basis* by real estate segment in 2023
| Real estate segment | Gross rental revenues at 31.12.2023 (x 1,000,000 EUR) | Gross rental revenues at 31.12.2022 (x 1,000,000 EUR) | Change | Changes in gross rental revenues on a like-for-like basis* | Share of the consolidated portfolio at fair value |
|---|---|---|---|---|---|
| Healthcare real estate | 248.0 | 215.2 | +15.2 % | 4.8 % | 74.9 % |
| Offices | 70.8 | 75.4 | -6.1 % | 6.4 % | 17.7 % |
| Property of distribution networks | 34.7 | 35.1 | -1.2 % | 7.8 % | 7.4 % |
| TOTAL | 353.4 | 325.7 | +8.5 % | 5.5 % | 100.0 % |
X Nursing and care home - Kuopio (FI)
Rental yield
Rental yield is defined as the rental income for rented spaces and the estimated rental value of unoccupied space, divided by the investment value of the buildings (excluding assets held for sale) as established by 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 Belgium, United Kingdom and Ireland are triple net, while in France, Germany, the Netherlands, Spain, Italy and Finland, 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 31.12.2023 - in %)
| 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cofinimmo - Offices | |||||||||||||||
| Cofinimmo - Overall portfolio | |||||||||||||||
| Average 10-year Belgian government bonds | |||||||||||||||
| Cofinimmo - Healthcare real estate | |||||||||||||||
| 10 % | 8 % | 6 % | 4 % | 2 % | 0 % | ||||||||||
| Gross/net yields per real estate segment (as at 31.12.2023 - in %) | |||||||||||||||
| Healthcare real estate | Gross | Net | |||||||||||||
| Property of distribution networks | Gross | Net | |||||||||||||
| Offices | Gross | Net | |||||||||||||
| Total | Gross | Net | |||||||||||||
| 9 % | 8 % | 7 % | 6 % | 5 % | 4 % | 3 % | 2 % | 1 % | 0 % | -1 % | |||||
| 6.9 | 5.6 | ||||||||||||||
| 6.4 | 5.4 | ||||||||||||||
| 6.4 | 5.4 | ||||||||||||||
| 5.8 | 5.5 | ||||||||||||||
| 5.6 |
Financial resources management
Cofinimmo reinforced its financial resources and its balance sheet structure during the last two financial years (cumulative capital increases of 565 million EUR in 2021 and 114 million EUR in 2022) and has continued to do so in 2023 (cumulative capital increases of 247 million EUR and new financings for a total of 230 million EUR). 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, and to maintain an average cost of debt* at particularly low levels. At the end of 2023, Cofinimmo’s debt consisted mainly (around 70 %) of long-term financing taken out in recent years. The group’s debt and committed credit lines are not subject to any early repayment clauses or changes in margin related to its financial rating. They are generally 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.
The ratios were met at 31.12.2023 and throughout 2023. In addition, no payment defaults on the loan contracts, nor violations of the terms and conditions of these same contracts are expected in the coming 12 months. Failure to meet any of these ratios or certain obligations under the loan agreements would, after a period of notice, result in a default on the loan agreement and the repayment of amounts received under the loan agreement.
X Detail of the innovative timber structure of the office building Montoyer 10 - Brussels’ CBD (BE)
Cofinimmo’s financial strategy is characterised by the diversification of its financing sources, regular access to the capital markets, a debt-to-assets ratio close to 45 % and the optimisation of the maturity and cost of its financing. Cofinimmo also pays particular attention to the coherence between its financial strategy and its ESG objectives (see chapter ‘Strategy’ of this document).
Financing transactions in 2023
- After deduction of a 30 % withholding tax, this corresponds to a net dividend of 4.34 EUR per share.
- Amount from which the withholding taxes on dividends relating to reinvested and non-reinvested coupons has been deducted.# SECTION 4 | MANAGEMENT REPORT | FINANCIAL RESOURCES MANAGEMENT
Cofinimmo reinforced its financial resources and its balance sheet structure during the last two financial years (cumulative capital increases of 565 million EUR in 2021 and 114 million EUR in 2022) and has continued to do so in 2023 (cumulative capital increases of 247 million EUR and new financings for a total of 230 million EUR). 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, and to maintain an average cost of debt* at particularly low levels. Details of the various operations carried out follow below.
Capital increases
Since 01.01.2023, Cofinimmo carried out four capital increases (optional dividend in the 2nd quarter, contributions in kind in the 3rd quarter and cash via accelerated bookbuilding in the 4th quarter, totalling 247 million EUR).
Optional dividend
The ordinary general meeting of 10.05.2023 had decided to distribute a gross dividend of 6.20 EUR per share for the 2022 financial year. The board of directors decided to offer shareholders the choice between receiving the dividend payment for the year 2022 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 73.78 EUR. The new shares are entitled to Cofinimmo’s results as from 01.01.2023 (first dividend payable in 2024). Shareholders were invited to communicate their choice between the different payment modalities between 17.05.2023 and 31.05.2023. A total of 31 % of the 2022 dividend coupons were contributed to the capital against new shares. This resulted in the issue of 599,974 new shares for a total amount of 44.3 million EUR. The remaining dividend pay-out was settled in cash for a net total amount of 98.3 million EUR. The payment in cash and/or the delivery of securities were made as from 05.06.2023. The effective day of listing of the new shares was 07.06.2023. Funds not paid in cash will be used by the company to finance property acquisitions and renovation projects.
Capital increases through contributions in kind
During the 2023 financial year, Cofinimmo carried out two capital increases through contribution in kind, within the framework of the authorised capital.
* On 07.07.2023, 400,472 new shares were issued for approximately 29 million EUR in the context of the acquisition of the company owning a nursing and care home in Oupeye, Belgium (see page 48) ;
* On 13.07.2023, 101,495 new shares were issued for approximately 7 million EUR in the context of the acquisition of a nursing and care home in Limerick, Ireland via a purchase with a deferred payment of the price and a subsequent contribution in kind in Cofinimmo SA/NV of the resulting receivable (see page 59).
Capital increases in cash via accelerated bookbuilding
On 04.10.2023, Cofinimmo SA/NV launched a capital increase in cash via accelerated bookbuilding (the ‘ABB’) with international institutional investors, within the limits of the authorised capital, with cancellation of the preferential subscription right of existing shareholders and without granting an irreducible allocation right to existing shareholders. The company successfully completed the ABB. 2,785,805 new shares (which corresponds to approximately 8.2 % of the outstanding capital prior to the capital increase), were placed with institutional investors at an issue price of 60.00 EUR per share. The issue price represented a discount of 6.6 % compared with the last trading price on 03.10.2023 of 64.25 EUR per share. The gross amount of the capital increase amounts to approximately 167 million EUR. The net proceeds will reinforce the company’s balance sheet and will finance the remaining amounts to be invested to complete ongoing development projects. The issue, delivery and admission to trading on the Euronext Brussels regulated market of the new shares took place on 09.10.2023.
Financing operations since 01.01.2023
Overall financing developments
- 30.01.2023 : Refinancing of a 90 million EUR credit line maturing at the end of January 2023 to bring its maturity to 2030 ;
- 29.03.2023 : New 18 million EUR bilateral credit line maturing in 2030 ;
- 17.04.2023 : Signature of the extension for 210 million EUR of the sustainability-linked syndicated loan for one additional year to bring its maturity to 19.05.2028, with no impact on credit spreads ;
- 18.09.2023 : Consolidation of a 72 million EUR credit line maturing in 2030 following the consolidation of the property company ‘SCI Foncière CRF’ (see page 50) ;
- 06.10.2023 : Refinancing of a 50 million EUR credit line maturing at the end of January 2024 to bring its maturity to 2029 ;
- 18.10.2023 : Extension of two credit lines for a total amount of 90 million EUR for 1 additional year to bring their maturity to 2028 ;
- 06.11.2023 : Extension of two credit lines for a total amount of 25 million EUR for 1 additional to bring their maturity to 2034 ;
- 08.01.2024 : New 50 million EUR bilateral ‘social’ credit line maturing in 2029.
The credit spreads on these instruments are comparable to those of the (re)financing concluded in the previous financial year.
Interest rate hedging
In January 2023, Cofinimmo increased its hedging by subscribing to IRS for an amount of 75 million EUR covering the years 2026-2029. In June 2023, Cofinimmo also subscribed to an IRS for an amount of 100 million EUR covering the year 2026. In July 2023, Cofinimmo subscribed to 3 new IRS for 50 million EUR in order to increase its hedging for the year 2026 (100 million EUR) and the years 2028-2030 (50 million EUR). In September 2023, Cofinimmo also subscribed to an IRS for an amount of 75 million EUR covering 2028-2030. Finally, in December 2023, the group signed additional IRS for an amount of 200 million EUR to complete its hedging for the years 2029-2030.
X Nursing and care home - Legazpi (Madrid - ES)
Debt structure
Consolidated financial debts
As at 31.12.2023, the current and non-current consolidated financial debt, issued by Cofinimmo SA/NV, amounted to 2,745 million EUR. These included in particular bank facilities and bonds issued on the financial market. An overview of the bonds is listed in the table below :
| Type | Maturity | 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 31.12.2023, non-current financial debt was 1,791 million EUR. These are detailed hereunder.
Debt capital market (‘DCM’)
- 70 million EUR for a non-convertible bond ;
- 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 ;
- -1 million EUR mainly for the issue below par of the 500 million EUR bond and for accrued interest not yet due on bonds ;
- 76 million EUR of long-term commercial paper.
Bank facilities
- 631 million EUR of committed bilateral and syndicated loans, with an initial term of five to ten years, contracted with approximately twenty financial institutions ;
- 5 million EUR in financial debts linked to a right of use ;
- 10 million EUR in rental guarantees received.
Current financial debts
As of 31.12.2023, Cofinimmo’s current financial debts amounted to 953 million EUR. These are detailed hereunder. :
Debt capital market (‘DCM’)
- 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 ;
- 787 million EUR in sustainable 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
- 111 million EUR in mainly bilateral bank loans maturing within the next twelve months.
Availabilities
On 31.12.2023, availabilities on committed credit lines reached 1,786 million EUR. After deduction of the back-up of the commercial paper programme, Cofinimmo had at that date 999 million EUR of available lines to finance its activity.
Consolidated debt-to-assets ratio
On 31.12.2023, 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 43.8 % (compared with 45.6 % as at 31.12.2022 and 47.6 % as at 30.06.2023). 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
31.12.2023
70 %
60 %
50 %
40 %
30 %
20 %
10 %
0 %
Weighted average residual maturity of financial debt
The weighted average residual maturity of the financial debts amounts to four years as at 31.12.2023.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 3,655 million EUR as to date, will mature on a staggered basis until 2034, as shown in the graph below. For this reason, the financing to be repaid in 2024 consists of a 100 million EUR fixed-rate credit line maturing in April 2024 and a 55 million EUR green & social bond 2016-2024 maturing in December 2024. As these loans were contracted on favourable terms, they will be held by Cofinimmo until maturity.
Average costs of debt* and interest rate hedging
The average cost of debt*, including bank margins, was 1.4 % for the 2023 financial year, slightly up compared to that of the 2022 financial year (1.2 %) and is in line with the outlook 1.
Cofinimmo opts for the partial hedging of its floating-rate debt through the use of interest rate swaps (IRS) and caps. Cofinimmo conducts a policy aimed at securing the interest rates for a proportion of 50 % to 100 % of the expected debt over a minimum horizon of 3 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 31.12.2023, the breakdown of expected fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt was presented as shown in the graph on the following page.
- i.e. the quarterly outlook derived from the annual outlook presented in the 2022 universal registration document and confirmed in section 10.2 of the press release dated 27.10.2023.
Timetable of long-term financial commitments on 31.12.2023 (x 1,000,000 EUR)
Drawn credit lines
Bonds
Sustainable instruments drawn
Undrawn credit lines
Sustainable instruments undrawn
| 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Drawn credit lines | 100 | 166 | 115 | 147 | 70 | 45 | 518 | 1 | 66 | 10 | 117 | 155 |
| Bonds | 85 | 569 | 203 | 210 | 55 | 158 | 17 | 62 | 86 | 500 | 120 | 40 |
| Sustainable instruments drawn | 11 | 25 | 55 | 91 | ||||||||
| Undrawn credit lines | ||||||||||||
| Sustainable instruments undrawn |
Composition of debt (as at 31.12.2023)
- Short-term commercial paper & other: 29 %
- Drawings on bank credits: 27 %
- Straight bonds & long-term commercial paper: 44 %
- Drawings on bank credits: 2,745 million EUR
As at 31.12.2023, the anticipated market interest rate risk was fully hedged as part of the long-term interest rate hedging policy. The hedging at each year-end will gradually decrease to nearly 80 % (or more) at the end of 2027 based on the outlook of the debt assumptions (coverage ratio of 100 % at the end of 2024, 94 % at the end of 2025, 91 % at the end of 2026 and 83 % by the end of 2027). The weighted average residual maturity of interest rate hedges as at 31.12.2023 is 5 years. The non-hedged part of the financial debt (which fluctuates daily) means that Cofinimmo remains subject to fluctuations in short-term market interest rates. It should also be noted that projected debt may differ from actual debt, which could result in reduced or additional exposure to changes in market interest rates. A sensitivity analysis is provided in the risk factor ‘F.1.1.4 Interest rate volatility’.
Financial rating
Since 2001, Cofinimmo has been granted a long-term and short-term financial rating from the Standard & Poor’s rating agency. On 21.03.2023, Standard & Poor’s confirmed the group’s BBB rating for the long term (stable outlook) and A-2 for the short term. Its report was published on 03.05.2023, showing that the group’s liquidity has been assessed as adequate. Following the ABB carried out on 09.10.2023, Standard & Poor’s updated their base case for the next 12 to 24 months and the expected credit metrics commensurate with the current BBB rating (see their publication dated 09.10.2023).
Treasury shares
In accordance with article 8:6 of the royal decree of 29.04.2019 executing the code of companies and associations, Cofinimmo declares that, following the exercise of stock options in the context of remuneration through stock options on Cofinimmo shares (stock option plan), it has disposed over the counter (OTC) Cofinimmo shares which it held with a view to delivering these shares to the concerned persons.
Overview of transactions made between 01.01.2023 and 31.12.2023 in the context of the Stock Option Plan :
| Transaction date | SOP plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 05.06.2023 | 2008 | 1,350 | 122.92 |
| 05.06.2023 | 2013 | 2,050 | 88.12 |
In accordance with the same article, Cofinimmo declares that it held 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 acquirer for the next three years.
Overview of transactions made between 01.01.2023 and 31.12.2023 in the context of the Long-Term Incentive Plan :
| Transaction date | Long-Term incentive plan | Number of shares | Exercise price (EUR) |
|---|---|---|---|
| 28.03.2023 | LTI Plan – 2022 financial year | 5,664 | 66.43 |
An overview stating all transactions relating to Cofinimmo’s treasury shares since 01.01.2020 is available on Cofinimmo’s website.
Breakdown of fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt (in %)
| 2023 | 2024 | 2025 | 2026 | 2027 | |
|---|---|---|---|---|---|
| Fixed rate debt | 48 % | 46 % | 50 % | 44 % | 41 % |
| Hedged floating rate debt | 52 % | 53 % | 6 % | 9 % | 17 % |
| Unhedged floating rate debt | 44 % | 49 % | 41 % |
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. In addition, Cofinimmo continues to diversify its financing, in particular through sustainability-linked credit lines (500 million EUR through 5 operations in 2021 and 2022). These different sustainability-linked credit lines are not specifically linked to green and social assets of the property portfolio, but provide an incentive for Cofinimmo to achieve its annual target for reducing the energy intensity of its portfolio (30³ project). The credit margin decreases slightly if the annual target is achieved. If not, the credit margin increases symmetrically.
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 (now Moody’s Investors Services ‘MIS’) 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 backed by third parties.
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 95 to 98 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. For all new green assets, Cofinimmo declares that environmental certifications have been obtained within the last 3 years or will be obtained in the course of next year. 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 71% 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 KPMG Réviseurs d’Entreprises/Bedrijfsrevisoren SRL/BV) 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 364-365). The following icon denotes the indicators verified in the section ‘ESG Management’ (see pages 98-99 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 20 issuers listed in Brussels that participate in this committed European community.
93
SECTION 4 | MANAGEMENT REPORT | FINANCIAL RESOURCES MANAGEMENT | 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 |
|---|---|---|---|---|
| X | X | X | X | X |
| X | X | X | X | X |
| X | X | X | X | |
| X | X | X | X |
| Assessment and selection framework | Strategy alignment |
|---|---|
| • Environmental criteria; | • Improve the environmental footprint of the portfolio and the company; |
| • Social criteria; | • Ensure the safety of occupants; |
| • Governance criteria; | • Select socially-aware and responsible projects. |
| • Expertise of internal teams; | |
| • External assessments and requirements; | |
| • Approval by the executive committee; | |
| • Treasury allocation; | |
| • Assessment by the external auditor. |
94
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
| 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 |
| Energy intensity | GHG intensity | Water intensity | Certification | Average age |
|---|---|---|---|---|
| 125 kWh/m²/year | 20.7 kg CO2e/m² | 510 l/m² | BREEAM Excellent | 5 years |
2016 Green & Social Bonds Portfolio
| X 55 million EUR
Nursing and care home Neo – Rocourt (BE)
Cofinimmo acquired this nursing and care home located in Rocourt (province of Liège/Luik) in 2022. The nursing and care home, whose construction had just been completed at the time of acquisition, primarily hosts the residents of two facilities in the region of Liège/Luik, closed for renovation, which are not part of Cofinimmo’s portfolio. It has a total surface area of approximately 10,000 m² and offers 159 beds. The building 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.
Improvement of healthcare services: 390 out of 30,500 beds in the categories nursing and care homes (230 beds) and psychiatric and acute care clinics (160 beds) in 3 countries (Belgium, France and Germany).
Climate change mitigation: Energy intensity 12% below the average energy intensity of the portfolio in kWh/m²/year. GHG intensity 25% below the average GHG intensity of the portfolio in kg CO2e/m².
| 100% | Refinancing of part of all the costs of 4 buildings | 50% Healthcare real estate | 50% Offices | Category green | 50% social | 50% |
|---|---|---|---|---|---|---|
95
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
| Issuer | Nominal amount (x 1,000,000 EUR) | Issue date | Maturity date |
|---|---|---|---|
| Cofinimmo SA/NV | 40 | 13.03.2019 | 31.01.2027 |
| Energy intensity | GHG intensity | Water intensity | Certification | Average age |
|---|---|---|---|---|
| 99 kWh/m²/year | 15.7 kg CO2e/m² | 240 l/m² | BREEAM Excellent | 5 years |
2019 Green Loan Portfolio
| X 40 million EUR # SECTION 4 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I ESG Management
Environment
Environmental strategy
| Healthcare real estate | Offices | Total | |
|---|---|---|---|
| Five-year portfolio renewal objective | ✔ 4.4 % | 8.8 % | 5.0 % |
| Energy intensity | 152 kWh/m²/year | 128 kWh/m²/year | 142 kWh/m²/year |
| GHG emissions per year, based on location | 27.6 kg CO 2 e/m² | 21.4 kg CO 2 e/m² | 25.6 kg CO 2 e/m² |
| Estimated MWh (solar energy production) | 3,217 MWh | 150 MWh | 3,965 MWh |
| Cooperation with tenants to reduce the environmental impact of buildings | |||
| Buildings equipped with remotely readable meters (as % of surfaces) | 66 % | 67 % | 66 % |
| Number of sustainable collaboration agreements (in % of surface areas) | 81 % | 95 % | 75 % |
| Number of inspection visits during which aspects associated with environment have been discussed with the occupant (in % of surface areas) | 90 % | 100 % | 74 % |
Inclusion of environmental factors in the supply chain
- Number of projects with life cycle analysis: Since 2016, the life cycle analysis was carried out on 11 projects. The average value of embodied carbon is 383 kg CO 2 e/m².
- Number of supplier contracts with environmental clauses concerning major development and refurbishment projects: The supplier code of conduct refers to the environmental policy in its entirety. Suppliers include all suppliers, vendors and service providers, as well as general contractors, consultants, agents and others. Commitments relate to compliance, climate change, pollution, water use and recycling.
Issuer Programme’s maximum amount (x 1,000,000 EUR)
| Issuer | Date of programme update | Maturity date |
|---|---|---|
| Cofinimmo SA/NV | 07.12.2021 | Undefined |
| Energy intensity | GHG intensity | Water intensity |
| 150 kWh/m²/year | 30.1 kg CO 2 e/m² | 930 l/m² |
2021 Sustainable Treasury Notes Portfolio
- X 1,250 million EUR
- Laan van Tergooi 8 - Hilversum (NL)
In 2021, Cofinimmo acquired a plot of land on the Monnikenberg campus in Hilversum, 20 km from Amsterdam, where a care clinic was under construction. The clinic, whose provisional acceptance took place in 2023, houses various acute care departments (ophthalmology, dermatology, plastic sur- gery, ENT, oral surgery), a treatment and diagnosis centre as well as the offices of the supporting departments of Tergooi (the operator), spread over a total surface area of approximately 5,500 m². The use of a range of sustainable tech- niques and materials (LED lighting, solar panels, air treatment with heat recovery, air/water heat pumps) help improve the energy performance of the building (level A+++). Insulation of the external walls and district heating help reduce the energy intensity of the building, which has a B-level energy performance. The building was also granted a BREEAM In-Use Very Good certification.
97
SECTION 4 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I ESG Management
Improvement of healthcare services
- 3,277 out of 30,500 beds in the categories nursing and care homes (2,975 beds), psychiatric and acute care clinics (213 beds), special care facilities and those with assisted-living units (89 beds) in the nine countries where the group operates.
- 10,659 out of 30,500 beds in the categories nursing and care homes (9,416 beds), psychiatric and acute care clinics (776 beds), special care facilities and those with assisted-living units (467 beds) in 7 countries (Belgium, France, Germany, Ireland, Italy, Spain and the Netherlands).
Climate change mitigation
- Energy intensity 2 % below the average energy intensity of the portfolio in kWh/m²/year.
- GHG intensity 12 % below the average GHG intensity of the portfolio in kg CO 2 e/m².
| Category | Green | Social |
|---|---|---|
| 100 % | 74 % | |
| 71 % | 100 % | |
| 100 % | 100 % | |
| Refinancing of part of all the costs of 45 buildings | 74 % | |
| Healthcare real estate | 26 % | |
| Offices | ||
| Refinancing of part of all the costs of 29 buildings | 100 % | |
| Healthcare real estate | ||
| 100 % | 3 % | 100 % |
| Healthcare real estate | 100 % | |
| Refinancing of part of all the costs of 93 buildings |
98
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Social
Social
| Healthcare real estate | Offices | TOTAL | |
|---|---|---|---|
| Responsible customer relations | |||
| Number of flexible contracts (space, duration) | n/a | n/a | n/a |
| In 2023, 7 contracts were signed in Flex Corners® (see page 75) for gross surface area of between 48 m² and 339 m² and terms of 1 to 6 years. | |||
| Number of requests | n/a | n/a | n/a |
| In 2023, the service desk handled 7,439 requests. | |||
| Progress of asbestos detection and removal | 62 % of the portfolio does not contain traces of asbestos. | 70 % of the portfolio does not contain traces of asbestos. | For the consolidatedl portfolio, see chapter ‘Safety of occupants’. |
| Number of inspection visits during which social aspects have been discussed with the occupant (in % of surface areas) | 90 % | 100 % | 74 % |
| 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 | |||
| Buildings with amenities within walking distance (Walk Score® > 50) | ✔ 67 % | 71 % | 68 % |
| in healthcare real estate and offices | |||
| Building accessibility | |||
| Number of audits related to the accessibility for persons with reduced mobility | 100 % of projects | 100 % of projects | 100 % of projects |
| in healthcare real estate and office segments | |||
| Buildings within a 10-minute walk (less than 800 metres) of at least one public transport system (bus, metro, RER, train). | ✔ 88 % | 100 % | 90 % |
| in healthcare real estate and offices |
Governance
Prevention of corruption and money laundering
- Number of external audits and controversies: In 2023, two external audits were carried out on the accounts by KPMG. During the financial audit, there was an IT audit of the main systems.
Audit and internal control
- Number of internal controls and results: In 2023, the internal auditor carried out several follow-up audits, including one on rent collection and another on real estate project management. Furthermore, on 31.12.2023, 22 recommendations are ongoing, coming from the internal and external audits of 2023 and previous years, and 32 recommendations were closed in 2023.
Belgian real estate company Cofinimmo has been acquiring, developing and managing rental properties for almost 40 years. Working with Urbanite Advisors, partner of ActiveScore, Cofinimmo is committing 16 of their Belgian developments to ActiveScore certification.
99
SECTION 4 I MANAGEMENT REPORT I FINANCIAL RESOURCES MANAGEMENT I Summary of the consolidated accounts
Consolidated income statement – Analytical form (x 1,000 EUR)
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Rental income, net of rental-related expenses* | 346,222 | 316,394 |
| Writeback of lease payments sold and discounted (non-cash item) | 1,365 | 6,124 |
| Taxes and charges on rented properties not recovered* | -6,179 | -4,112 |
| Taxes on refurbishment not recovered* | -945 | -606 |
| Redecoration costs, net of tenant compensation for damages* | -1,505 | -266 |
| Property result | 338,958 | 317,534 |
| Technical costs | -4,555 | -6,128 |
| Commercial costs | -6,531 | -4,360 |
| Taxes and charges on unlet properties | -2,762 | -3,966 |
| Property result after direct property costs* | 325,111 | 303,080 |
| Corporate management costs | -47,407 | -46,013 |
| Operating result (before result on the portfolio) | 277,703 | 257,067 |
| Financial income | 13,327 | 11,503 |
| Net interest charges | -39,550 | -33,349 |
| Other financial charges | -1,258 | -1,395 |
| Share in the net result from core activities of associates and joint ventures | 1,458 | 2,628 |
| Taxes | -7,040 | -11,368 |
| Net result from core activities* | 244,640 | 225,086 |
| Minority interests related to the net result from core activities | 3,921 | 2,589 |
| NET RESULT FROM CORE ACTIVITIES - GROUP SHARE* | 240,719 | 222,496 |
| Change in the fair value of financial instruments | -79,480 | 216,452 |
| Restructuring costs of financial instruments* | 0 | 0 |
| Share in the net result from core activities of associates and joint ventures | 0 | 0 |
| Result on financial instruments* | -79,480 | 216,452 |
| Minority interests related to the result on financial instruments | 0 | -485 |
| RESULT ON FINANCIAL INSTRUMENTS - GROUP SHARE* | -79,480 | 216,937 |
| Gains or losses on disposals of investment properties and other non-financial assets | -4,052 | 4,493 |
| Changes in the fair value of investment properties | -181,653 | 77,460 |
| Share in the net result from core activities of associates and joint ventures | -8,983 | -1,339 |
| Other result on the portfolio | -24,643 | -39,583 |
| Result on the portfolio* | -219,332 | 41,031 |
| Minority interests regarding the result on the portfolio | -2,596 | -2,474 |
| RESULT ON THE PORTFOLIO - GROUP SHARE* | -216,735 | 43,505 |
| Net result | -54,172 | 482,568 |
| Minority interests | 1,325 | -370 |
| NET RESULT - GROUP SHARE | -55,497 | 482,938 |
Number of shares
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Number of shares issued | 36,765,475 | 32,877,729 |
| Number of shares outstanding (excluding treasury shares) | 36,742,964 | 32,846,154 |
| TOTAL NUMBER OF SHARES USED TO CALCULATE THE RESULT PER SHARE | 34,067,897 | 32,000,642 |
100
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Comments on the consolidated income statement - analytical form
Comments on the consolidated income statement - analytical form
Rents (gross rental income) amount to 353 million EUR, compared to 326 million EUR as at 31.12.2022, up 8.5 %, driven by good oper- ational performance and changes in the scope. On a like-for-like basis*, the level of rents increased (+5.5 %) between 31.12.2022 and 31.12.2023 (see page 85) : the positive effect of new leases (+1.2 %) and indexation (+5.9 % in total, including in particular +6.2 % for healthcare real estate, of which +7.3 % in Belgium for example, indexation being usually applied at the anniversary date of the contract) more than compensated the negative impact of departures (-1.2 %) and renegotiations (-0.4 %). The renegotiations include the effect of the extension of the usufruct of the Loi/Wet 56 and Luxembourg/Luxemburg 40 office buildings occupied by the European Commission, for which the assign- ments of receivables made in 2008 expired during the year 2022.# SECTION 4 I MANAGEMENT REPORT I SUMMARY OF THE CONSOLIDATED ACCOUNTS
Rental income (after gratuities, concessions and termination indemnities – see details on the calculation of alternative performance indicators) amounts to 347 million EUR, compared to 318 million EUR as at 31.12.2022, up 9.1 % compared to 2022. After taking writedowns on receivables into account (-0.3 million EUR), rental income, net of rental charges*, amounts to 346 million EUR, compared to 316 million EUR as at 31.12.2022, up 9.4 %, higher than the outlook 1 announced in February 2023. In 2023, due to the expiry in 2022 of certain contracts for the assignment of receivables (including those relating to the Loi/ Wet 56, Luxembourg 40, Maire 19 and Meeûs 23 office buildings, see page 84), only the buildings Colonel Bourg/Kolonel Bourg 124 and Nerviens/Nerviërs 105 (divested in the meantime) will have generated writeback of lease payments sold and discounted. They will have a non-linear impact on the income statement for the financial year: the 1.1 million EUR in the 1st half-year and the 0.1 million EUR in the 3rd quarter were followed by 0.1 million EUR in the 4th quarter. From 2024 onwards, the annual amount (relating to Colonel Bourg/Kolonel Bourg 124, because the assignement of receivables for Nerviens/Nerviërs 105 has expired in the 2nd quarter of 2023, after this building was sold) will be around 0.6 million EUR. Writeback of lease payments sold and discounted are in line with the outlook.
The property result is 339 million EUR (compared with 318 million EUR at 31.12.2022), an increase of 21 million EUR, mainly as a result of growth in rental income, net of rental-related expenses, tempered by a reduction in writebacks of lease payments sold and discounted. This is higher than the outlook. As for the direct operating costs, the changes between 31.12.2022 and 31.12.2023 balance out to give a total of 14 million EUR in both 2022 and 2023, and are in line with the outlook. The variation in corporate management costs over the same period (+1 million EUR) was mainly a result of the increase in remuneration due to inflation (+3 million EUR), tempered by savings on other costs, in line with the outlook. The operating result (before result on the portfolio) therefore amounted to 278 million EUR (compared with 257 million EUR a year earlier), higher than the outlook, and the operating margin was 81.9 % (in line with the outlook, and higher than the 81.0 % reached in 2022).
Financial income rose to 13 million EUR (compared to 12 million EUR as at 31.12.2022), due to finance lease receivables (indexation and 1. i.e. the annual outlook presented in the 2022 universal registration document, published on 06.04.2023. 2. See section 10.2 of the press release dated 27.10.2023. changes in the scope) and interim interest on development projects in progress. Net interest charges (40 million EUR) increased by 6 million EUR, due to the increase in the average volume of debt combined with the increase in the average interest rate, but were lower than the outlook thanks to the ABB of October 2023 (see page 88). The average cost of debt* amounts to 1.4 %, compared with 1.2 % as at 31.12.2022 (and is in line with the outlook); this small change was achieved in a context of a sharp rise in average interest rates (on an annual basis) thanks to the interest rate hedges in place.
Taxes have fallen to 7 million EUR (compared with 11 million EUR as at 31.12.2022), thanks to the confirmation of the FBI regime in the Netherlands (see section ‘Risk factors’). They are therefore lower than the outlook.
The group’s momentum in terms of investments, divestments and financing, coupled with effective management of the existing portfolio in transformation, enabled the company to realise a net result from core activities – group share of 241 million EUR as at 31.12.2023, higher than the outlook (compared with the 222 million EUR at 31.12.2022, i.e. an 8 % increase), mainly thanks to the investments made, higher than the impact of the divestments as well as the positive effect of contracts indexation and the ABB mentioned above. The net result from core activities – group share amounts to 7.07 EUR per share (higher than the outlook, compared to 6.95 EUR as at 31.12.2022), taking into account the issuance of shares in 2022 and 2023. The average number of shares entitled to share in the result of the period thus increased from 32,000,642 to 34,067,897. The effect of disposals and capital increases on this indicator is -0.32 EUR per share and -0.40 EUR per share respectively, i.e. -0.72 EUR per share in total for the 2023 financial year. The net result from core activities – group share* of 7.07 EUR per share is higher than the guidance published in the last quarterly press release (6.95 EUR per share 2 ) mainly due to the taxes in the Netherlands, mentioned above.
As for the result of financial instruments*, the item Change in the fair value of financial instruments amounts to -79 million EUR as at 31.12.2023, compared with +216 million EUR as at 31.12.2022. This change is explained by the decrease in the fair value of hedging instruments, generating non-cash items directly included in the income statement, as Cofinimmo does not apply ‘hedge accounting’ within the meaning of IFRS 9. The movement in the anticipated interest rate curve between 31.12.2022 and 31.12.2023 shows a decrease in anticipated short-term interest rates resulting in a negative revaluation of financial instruments contracted in the past in the 2023 income statement, whereas the movement between 31.12.2021 and 31.12.2022 showed an increase in interest rates resulting in a positive revaluation of these instruments in the 2022 income statement.
As for 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 31.12.2023 (compared to +4 million EUR as at 31.12.2022 – this result is calculated on the basis of the fair value at 31.12.2022 of the assets divested during the period and the net price obtained, i.e. after deduction of any broker’s commission, notary fees and other ancillary costs). The item ‘Changes in the fair value of investment properties’ is negative as at 31.12.2023 101 SECTION 4 I MANAGEMENT REPORT I SUMMARY OF THE CONSOLIDATED ACCOUNTS I (-182 million EUR vs +77 million EUR as at 31.12.2022). Without the initial effect from the changes in the scope, the changes in the fair value of investment properties stand at -2.7 % over the 2023 financial year (see page 81). This comes from :
* a -2.2 % change in healthcare real estate (mainly due to negative revaluations in Germany, Belgium and Spain in line with changing market conditions, tempered by positive revaluations in France resulting from the increase in the weighted average residual lease length in that country from 4 to 8 years) and
* +0.3 % in distribution networks,
* combined with a 5.8 % decrease in value in the office segment, representing 18 % of the consolidated portfolio (in line with changes in market conditions in each of the sub-segments in which the group is active).
- Deferred taxes on the unrealised capital gains relating to the buildings owned by certain subsidiaries.
- Including buildings held for own use, development projects and assets held for sale.
The item ‘Other result on the portfolio’, is -25 million EUR as at 31.12.2023 (compared to -40 million EUR as at 31.12.2022), and comprises in particular the effect of changes in the scope, (i.e. the difference between the price paid, plus ancillary costs, and the share in the net assets of the company acquired), deferred taxes 1 and the impairment on goodwill.
The net result - group share amounts to -55 million EUR (i.e. -1.63 EUR per share) as at 31.12.2023, compared to +483 million EUR (i.e. 15.09 EUR per share) as at 31.12.2022. This change is due to the fact that the increase in the net result from core activities – group share* is lower than the negative change in the fair value of hedging instruments and investment properties – non-cash items – between 31.12.2022 and 31.12.2023.
Consolidated balance sheet (x 1,000 EUR)
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| ASSETS | ||
| I. Non-current assets | 6,512,921 | 6,558,181 |
| A. Goodwill | 0 | 27,337 |
| B. Intangible assets | 2,128 | 2,374 |
| C. Investment properties | 6,187,930 | 6,082,541 |
| D. Other tangible assets | 2,111 | 2,357 |
| E. Non-current financial assets | 121,649 | 198,814 |
| F. Finance lease receivables | 158,936 | 161,534 |
| G. Trade receivables and other non-current assets | 6,719 | 1,827 |
| H. Deferred taxes | 9,822 | 5,593 |
| I. Participations in associated companies and joint ventures | 23,626 | 75,805 |
| II. Current assets | 178,500 | 245,385 |
| A. Assets held for sale | 43,111 | 117,270 |
| B. Current financial assets | 642 | 642 |
| C. Finance lease receivables | 4,419 | 4,139 |
| D. Trade receivables | 44,810 | 39,483 |
| E. Tax receivables and other current assets | 46,170 | 42,940 |
| F. Cash and cash equivalents | 19,958 | 19,611 |
| G. Accrued charges and deferred income | 19,390 | 21,299 |
| TOTAL ASSETS | 6,691,421 | 6,803,566 |
Comments on the consolidated balance sheet
The fair value of the consolidated property portfolio 2, as determined by the independent real estate valuers in application of the IAS 40 standard and included in the consolidated balance sheet, amounts to 6,231 million EUR as at 31.12.2023, compared to 6,200 million EUR as at 31.12.2022. Its investment value is obtained by adding real estate transfer tax. As at 31.12.2023, the fair value reaches 6,539 million EUR, compared to 6,492 million EUR as at 31.12.2022. The proportion of due rents related to the 4th quarter and actually collected on 22.02.2024 is similar to the proportion collected on 22.02.2023.# I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 % and participations in the six compa- nies that are developing the eco-friendly healthcare campuses in the Land of North Rhine-Westphalia, in Germany). The item ‘Minority interests’ includes the minority interests of seven sub- sidiaries (compared with six last year, following the consolidation of SCI Foncière CRF in the 3 rd quarter of 2023 – see page 50). The change was due to the final repayments of bonds redeemable in shares (issued in 2011 by the subsidiary Cofinimur I SA) following the latest disposals of insurance agencies in France, and to the consolidation mentioned above.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
| (x 1,000 EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| SHAREHOLDERS’ EQUITY AND LIABILITIES | ||
| SHAREHOLDERS’ EQUITY | 3,698,985 | 3,666,991 |
| I. Shareholders’ equity attributable to shareholders of the parent company | 3,623,262 | 3,637,413 |
| A. Capital | 1,970,211 | 1,761,872 |
| B. Share premium account | 972,621 | 936,321 |
| C. Reserves | 735,927 | 456,282 |
| D. Net result of the financial year | -55,497 | 482,938 |
| II. Minority interests | 75,723 | 29,578 |
| LIABILITIES | 2,992,436 | 3,136,575 |
| I. Non-current liabilities | 1,891,516 | 2,101,636 |
| A. Provisions | 26,426 | 24,302 |
| B. Non-current financial debts | 1,791,325 | 2,000,483 |
| a. Banks | 630,977 | 785,744 |
| b. Finance lease | 0 | 0 |
| c. Other | 1,160,348 | 1,214,739 |
| C. Other non-current financial liabilitiess | 20,021 | 15,074 |
| D. Trade debts and other non-current debts | 0 | 0 |
| E. Other non-current liabilities | 0 | 0 |
| F. Deferred tax liabilities | 53,744 | 61,776 |
| a. Exit Tax | 0 | 0 |
| b. Other | 53,744 | 61,776 |
| II. Current liabilities | 1,100,919 | 1,034,939 |
| A. Provisions | 0 | 0 |
| B. Current financial debts | 953,187 | 880,054 |
| a. Banks | 111,169 | 32,527 |
| b. Finance lease | 0 | 0 |
| c. Other | 842,018 | 847,526 |
| C. Other current financial liabilitiess | 0 | 0 |
| D. Trade debts and other current debts | 128,645 | 132,421 |
| a. Exit Tax | 0 | 2,604 |
| b. Other | 128,645 | 129,817 |
| E. Other current liabilities | 0 | 0 |
| F. Accrued charges and deferred income | 19,088 | 22,464 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 6,691,421 | 6,803,566 |
| Net Asset Value per share (in EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Net Asset Value per share | ||
| Net asset per share (IFRS)* | 98.61 | 110.74 |
| Diluted Net Asset Value per share | ||
| Diluted net asset per share (IFRS) | 98.58 | 109.22 |
Comments on the intrinsic value of the share
The IFRS financial statements are presented before appropriation. The net asset per share as at 31.12.2022 therefore still included the 2022 dividend distributed in 2023. This distribution (6.20 EUR per share) explains a large part of the decrease in net asset per share between 31.12.2022 and 31.12.2023, alongside the effect of the above mentioned net result (-1.63 EUR per share) and the effects of the capital increases carried out in 2023. The 11,300 treasury shares of the stock option plan have been taken into account in the calculation of the diluted net assets per share as at 31.12.2023 because they have a dilutive impact. The Mandatory Convertible Bonds (MCB) issued in 2011 (and reimbursed in 2022 and 2023) and 14,975 treasury shares of the stock option plan have been taken into account in the calcula - tion of the diluted net assets per share as at 31.12.2022 because they have a dilutive impact.
103 SECTION 4 I MANAGEMENT REPORT I SUMMARY OF THE CONSOLIDATED ACCOUNTS
Summary of quarterly consolidated accounts
Consolidated comprehensive result by quarter (income statement)
A. NET RESULT (x 1,000 EUR)
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | 2023 | |
|---|---|---|---|---|---|
| I. Rental income | 83,906 | 85,238 | 88,017 | 89,390 | 346,550 |
| II. Writeback of lease payments sold and discounted | 770 | 341 | 127 | 127 | 1,365 |
| III. Rental-related expenses | -112 | 1 | -97 | -120 | -328 |
| Net rental income | 84,564 | 85,579 | 88,047 | 89,396 | 347,587 |
| IV. Recovery of property charges | 21 | 120 | 173 | 290 | 605 |
| V. Recovery income of charges and taxes normally payable by the tenant on let properties | 25,638 | 7,480 | 8,010 | 6,845 | 47,973 |
| VI. Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | -53 | -312 | -119 | -1,626 | -2,110 |
| VII. Charges and taxes normally payable by the tenant on let properties | -29,118 | -8,402 | -9,212 | -8,365 | -55,096 |
| VIII. Other rental-related income and charges | 0 | 0 | 0 | 0 | 0 |
| Property result | 81,053 | 84,465 | 86,900 | 86,541 | 338,958 |
| IX. Technical costs | -461 | -544 | -516 | -3,034 | -4,555 |
| X. Commercial costs | -1,483 | -1,305 | -1,538 | -2,205 | -6,531 |
| XI. Taxes and charges on unlet properties | -1,867 | -575 | -625 | 305 | -2,762 |
| XII. Property management costs | -9,218 | -7,932 | -7,992 | -8,043 | -33,185 |
| XIII. Other property charges | 0 | 0 | 0 | 0 | 0 |
| Property charges | -13,029 | -10,356 | -10,672 | -12,976 | -47,033 |
| Property operating result | 68,024 | 74,109 | 76,228 | 73,565 | 291,925 |
| XIV. Corporate management costs | -3,951 | -3,399 | -3,425 | -3,447 | -14,222 |
| XV. Other operating income and charges | 0 | 0 | 0 | 0 | 0 |
| Operating result before result on the portfolio | 64,074 | 70,709 | 72,802 | 70,118 | 277,703 |
| XVI. Gains or losses on disposal of investment properties | -2,133 | -1,118 | -1,464 | 663 | -4,052 |
| XVII. Gains or losses on disposal of other non-financial assets | 0 | 0 | 0 | 0 | 0 |
| XVIII. Changes in fair value of investment properties | -11,945 | -54,759 | -46,757 | -68,192 | -181,653 |
| XIX. Other result on the portfolio | -3,584 | 1,055 | -2,773 | -20,199 | -25,500 |
| Operating result | 46,411 | 15,888 | 21,809 | -17,610 | 66,498 |
| XX. Financial income | 2,887 | 3,122 | 3,267 | 4,051 | 13,327 |
| XXI. Net interest charges | -9,870 | -9,919 | -10,536 | -9,225 | -39,550 |
| XXII. Other financial charges | -271 | -321 | -338 | -327 | -1,258 |
| XXIII. Changes in the fair value of financial assets and liabilities | -17,183 | 4,541 | 3,758 | -70,596 | -79,480 |
| Financial result | -24,437 | -2,577 | -3,849 | -76,098 | -106,961 |
| XXIV. Share in the result of associates and joint ventures | -1,426 | -247 | -3,996 | -1,857 | -7,525 |
| Pre-tax result | 20,548 | 13,064 | 13,964 | -95,565 | -47,988 |
| XXV. Corporate tax | -3,479 | -2,464 | -2,135 | 1,038 | -7,040 |
| XXVI. Exit tax | 368 | -67 | 290 | 267 | 857 |
| Taxes | -3,112 | -2,531 | -1,845 | 1,305 | -6,183 |
| Net result | 17,437 | 10,533 | 12,119 | -94,260 | -54,172 |
| Attributable to : | |||||
| Minority interest | -39 | 889 | 708 | -233 | 1,325 |
| Shareholders of the parent company | 17,476 | 9,644 | 11,411 | -94,027 | -55,497 |
- The group did not publish quarterly information between 31.12.2023 and the closing date of this document. Half-yearly and annual data are subject to verification by the statutory auditor, KPMG Réviseurs d’Entreprise/Bedrijfsrevisoren SRL.
104 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Summary of quarterly consolidated accounts
B. STATEMENT OF THE COMPREHENSIVE RESULT (x 1,000 EUR)
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | 2023 | |
|---|---|---|---|---|---|
| I. Net result | 17,437 | 10,533 | 12,119 | -94,260 | -54,172 |
| II. Other elements of the comprehensive result | 184 | 528 | -172 | -115 | 425 |
| A. Impact on fair value of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 | 0 | 0 | 0 |
| B. Changes in the effective part of the fair value of authorised cash flow hedge instruments | 0 | 0 | 0 | 0 | 0 |
| C. Changes in the fair value of financial assets held for sale | 0 | 0 | 0 | 0 | 0 |
| D. Currency translation differences linked to conversion of foreign activities | 184 | 528 | -172 | -115 | 425 |
| E. Actuarial gains and losses on defined benefit pension plans | 0 | 0 | 0 | 0 | 0 |
| F. Income tax relating to ‘Other elements of comprehensive result’ | 0 | 0 | 0 | 0 | 0 |
| G. Share in the other elements of comprehensive result of associates and joint ventures | 0 | 0 | 0 | 0 | 0 |
| H. Other elements of ‘comprehensive result’, net of tax | 0 | 0 | 0 | 0 | 0 |
C. COMPREHENSIVE RESULT (I + II) (x 1,000 EUR)
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | 2023 | |
|---|---|---|---|---|---|
| 17,621 | 11,060 | 11,947 | -94,375 | -53,746 | |
| Attributable to : | |||||
| Minority interests | -39 | 889 | 708 | -233 | 1,325 |
| Shareholders of parent company | 17,660 | 10,172 | 11,239 | -94,142 | -55,071 |
X Nursing and care home - Helsinki (FI)
105 SECTION 4 I MANAGEMENT REPORT I SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS
Consolidated statement of financial position (balance sheet)
ASSETS (x 1,000 EUR)
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | |
|---|---|---|---|---|
| I. Non-current assets | 6,607,856 | 6,532,589 | 6,655,639 | 6,512,921 |
| A. Goodwill | 27,337 | 27,337 | 27,337 | 0 |
| B. Intangible assets | 2,292 | 2,266 | 2,219 | 2,128 |
| C. Investment properties | 6,165,583 | 6,084,820 | 6,239,717 | 6,187,930 |
| D. Other tangible assets | 2,079 | 2,039 | 3,474 | 2,111 |
| E. Non-current financial assets | 168,729 | 176,525 | 185,443 | 121,649 |
| F. Finance lease receivables | 161,101 | 160,449 | 159,681 | 158,936 |
| G. Trade receivables and other non-current assets | 1,804 | 1,836 | 6,725 | 6,719 |
| H. Deferred taxes | 6,735 | 8,319 | 6,314 | 9,822 |
| I. Participations in associates and joint ventures | 72,196 | 68,998 | 24,732 | 23,626 |
| II. Current assets | 278,406 | 269,255 | 256,295 | 178,500 |
| A. Assets held for sale | 101,374 | 113,202 | 106,278 | 43,111 |
| B. Current financial assets | 6,545 | 4,635 | 2,742 | 642 |
| C. Finance lease receivables | 4,761 | 4,073 | 4,407 | 4,419 |
| D. Trade receivables | 41,532 | 43,981 | 45,706 | 44,810 |
| E. Tax receivables and other current assets | 37,309 | 49,121 | 49,301 | 46,170 |
| F. Cash and cash equivalents | 50,404 | 20,128 | 20,140 | 19,958 |
| G. Accrued charges and deferred income | 36,481 | 34,115 | 27,720 | 19,390 |
| TOTAL ASSETS | 6,886,262 | 6,801,844 | 6,911,934 | 6,691,421 |
| SHAREHOLDERS’ EQUITY | 3,685,444 | 3,527,836 | 3,631,996 | 3,698,985 |
| I. Shareholders’ equity attributable to shareholders of the parent company | 3,655,847 | 3,506,251 | 3,553,391 | 3,623,262 |
| A. Capital | 1,761,872 | 1,794,023 | 1,820,923 | 1,970,211 |
| B. Share premium account | 936,321 | 948,226 | 957,260 | 896,826 |
| C. Reserves | 940,178 | 736,882 | 736,678 | 811,723 |
| D. Net result of the financial year | 17,476 | 27,120 | 38,530 | -55,497 |
| II. Minority interests | 29,597 | 21,585 | 78,605 | 75,723 |
| LIABILITIES | 3,200,818 | 3,274,007 | 3,279,938 | 2,992,436 |
| I. Non-current liabilities | 1,961,807 | 2,022,575 | 1,844,624 | 1,891,516 |
| A. Provisions | 25,146 | 23,311 | 23,814 | 26,426 |
| B. Non-current financial debts | 1,857,310 | 1,921,553 | 1,745,232 | 1,791,325 |
| a. Banks | 645,301 | 707,061 | 525,192 | 630,977 |
| b. Finance lease | 0 | 0 | 0 | 0 |
| c. Other | 1,212,009 | 1,214,492 | 1,220,040 | 1,160,348 |
| C. Other non-current financial liabilities | 14,958 | 14,942 | 16,387 | 20,021 |
| D. Trade debts and other non-current debts | 0 | 0 | 0 | 0 |
| E. Other non-current liabilities | 0 | 0 | 0 | 0 |
| F. Deferred tax liabilities | 64,392 | 62,769 | 59,191 | 53,744 |
| a. Exit tax | 0 | 0 | 0 | 0 |
| b. | ||||
| Other | 64,392 | 62,769 | 59,191 | 53,744 |
| II. Current liabilities | 1,239,011 | 1,251,432 | 1,435,314 | 1,100,919 |
| A. Provisions | 0 | 0 | 0 | 0 |
| B. Current financial debts | 1,050,156 | 1,070,947 | 1,258,045 | 953,187 |
| a. Banks | 106,151 | 110,919 | 111,016 | 111,169 |
| b. Finance lease | 0 | 0 | 0 | 0 |
| c. Other | 944,006 | 960,028 | 1,147,029 | 842,018 |
| C. Other current financial liabilities | 0 | 0 | 0 | 0 |
| D. Trade debts and other current debts | 158,676 | 154,294 | 150,682 | 128,645 |
| a. Exit tax | 1,863 | 978 | 3,131 | 0 |
| b. Other | 156,812 | 153,316 | 147,551 | 128,645 |
| E. Other current liabilities | 0 | 0 | 0 | 0 |
| F. Accrued charges and deferred income | 30,180 | 26,191 | 26,587 | 19,088 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,886,262 | 6,801,844 | 6,911,934 | 6,691,421 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Appropriation of statutory profits
The board of directors of the Cofinimmo group will propose to the ordinary general meeting of shareholders of 08.05.2024 to approve the annual accounts as at 31.12.2023, 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 187). Withholding tax is 30 % (see also section ‘Portfolio mix and outlook for withholding tax’ in the chapter ‘2024 outlook’).
As at 31.12.2023, the Cofinimmo group held 22,511 treasury shares (22,311 at the sign-off date of the accounts, following the conversion of 200 treasury shares in the 1st quarter of 2024). For the 2023 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 2023 accounts. Any sale of shares held by the group, or any new shares issued can modify the distribution.
After the distribution of 228 million EUR proposed for the 2023 financial year, the total amount of reserves and the statutory result of Cofinimmo SA/NV will be 188 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 805 million EUR (see chapter ‘Financial Statutory Statements’).
For 2023, the consolidated net result from core activities - group share amounts to 241 million EUR and the consolidated net result - group share to -55 million EUR. The pay-out ratio amounts to 87.7 %, compared to 89.2 % in 2022.
Appropriations and deductions (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| A. NET RESULT | -51,866 | 481,657 |
| B. TRANSFER FROM/TO RESERVES | 280,086 | -277,587 |
| Transfer to the reserve of the positive balance of changes in the fair value of investment properties | 0 | -99,004 |
| Financial year | 0 | -99,004 |
| Prior years | 0 | 0 |
| Transfer to the reserve of the negative balance of changes in the fair value of investment properties | 181,803 | 0 |
| Financial year | 181,803 | 0 |
| Prior years | 0 | 0 |
| Transfer to/from 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 (-) | 67,596 | -190,735 |
| Financial year | 67,596 | -190,735 |
| Prior years | 0 | 0 |
| Transfer to other reserves | -85 | -20 |
| Transfer from the result carried forward of previous years | 30,772 | 12,171 |
| C. REMUNERATION OF THE CAPITAL | -97,527 | -133,536 |
| Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 | -97,527 | -133,536 |
| D. REMUNERATION OF THE CAPITAL FOR FINANCIAL YEAR - OTHER THAN C. | -130,692 | -70,533 |
| Dividends | -130,280 | -70,145 |
| Profit-sharing scheme | -412 | -388 |
| E. RESULT TO BE CARRIED FORWARD | 188,052 | 155,853 |
6.20 EUR Gross dividend per share proposed for the 2023 financial year
88 % Pay-out ratio* proposed for the 2023 financial year
107 SECTION 4 I MANAGEMENT REPORT I APPROPRIATION OF STATUTORY PROFITS I
Events after 31.12.2023
Divestment of a nursing and care home in Brussels (BE)
On 16.02.2024, Cofinimmo granted a 99-year leasehold right on the nursing and care home Gray Couronne in Brussels. The total amounts received on this occasion are in line with the latest fair value (as at 30.09.2023) as determined by Cofinimmo’s independent real estate valuer, prior to the signature of the agreement. This transaction was carried out by mutual agreement with Orpea 1 Belgium, the nursing home operator, which had announced in its press release of 16.02.2023 that it wanted to close certain sites in Brussels.
Provisional acceptance of a nursing and care home in Hoogerheide (NL)
As announced in April 2022, Cofinimmo proceeded with the provisional acceptance of a nursing and care home located in Hoogerheide, in the 1st quarter of 2024, and the lease took effect on 26.01.2024. As a reminder, the nursing and care home offers 138 beds spread over a total surface area of approximately 7,400 m². The new nursing and care home will partially compensate for the shortage of capacity in the region. This nursing and care home will also include day-care facilities. The investment budget for the plot of land and the works amounted to 26 million EUR. The site has obtained a A+++ energy performance label. A double-net lease has been concluded with operator Stichting tante Louise for a term of 20 years. The rent will be indexed according to the Dutch consumer price index and the gross rental yield is approximately 5 %.
Construction of a nursing and care home in El Cañaveral (ES)
Cofinimmo will have a new nursing and care home built on a plot of land acquired earlier through a subsidiary in El Cañaveral, in the autonomous community of Madrid, part of the district of Vicálvaro, whose population amounts to approximately 70,000 inhabitants. The investment budget for both the plot of land and the works amounts to approximately 15 million EUR. The building will be built with high ESG criteria in mind, including a reinforced charging infrastructure for electric vehicles, domestic hot water supplied by aerothermal systems, solar panels, bicycle storage and 2,000 m² of green exterior space. For this building, Cofinimmo aims for an A-level energy performance and a BREEAM In-Use Very Good certificate. It will have a total surface area of approximately 7,000 m² and will offer 165 beds. Works started in the 1st quarter of 2024, within the framework of a turnkey project, the delivery of the nursing and care home is currently scheduled for the 4th quarter of 2025. The amounts corresponding to the construction works will be paid according to the percentage of completion of the works. A triple-net lease with a term of 15 years has been signed with the operator Emera España. The rent will be indexed according to the Spanish consumer price index. The gross rental yield will be in line with the current market conditions.
X Nursing and care home - Hoogerheide (NL)
No major event which could have a significant impact on the results as at 31.12.2023 occurred after the balance sheet date.
1. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’.
108 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
X Nursing and care home - Elche (Valence - ES)
Provisional acceptance of a nursing and care home in Elche (ES)
The development project in Elche, announced in February 2022, has been delivered and the lease took effect on 07.02.2024. As a reminder, the nursing and care home offers 150 beds spread over a total surface area of approximately 6,000 m². The investment budget for both the plot of land and the works amounts to approximately 8 million EUR. A triple net lease has been signed with operator Grupo Casaverde for a term of 25 years. The site offers an A-level energy performance. The gross rental yield is in line with current market conditions. The rent will be indexed according to the Spanish consumer price index.
109 SECTION 4 I MANAGEMENT REPORT I EVENTS AFTER 31.12.2023 I
2024 outlook
Assumptions - internal factors
Asset valuation
The fair value of the real estate portfolio on the projected consolidated balance sheet as at 31.12.2024 corresponds to the fair value of the overall portfolio as at 31.12.2023, plus the estimated cost of major renovations and net investments planned for 2024.
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 2024 budget, Cofinimmo has set its net investment assumptions, which should represent for the 2024 financial year :
- gross investments of around 320 million EUR (including ESG investments), broken down as follows :
- investments in healthcare real estate for an amount of 285 million EUR, resulting from the construction of new units or the extension of existing units for which the Cofinimmo group is committed within the framework of ongoing development projects (237 million EUR), but also from other investments for 47 million EUR ;
- investments in offices for an amount of 30 million EUR, corresponding mainly to ongoing development projects (18 million EUR) ;
- investments in property of distribution networks in Belgium and in The Netherlands for an amount of 5 million EUR resulting from major renovations for the pubs and restaurants of the Pubstone portfolio ;
- divestments of around 270 million EUR, broken down as follows :
- 43 million EUR non-current assets held for sale and 37 million EUR under due diligence at 31.12.2023 ;
- and around 190 million EUR additionally ;
- and therefore net
```# SECTION 4 | MANAGEMENT REPORT | 2024 OUTLOOK
investments (of around 50 million EUR), with a near neutral effect on the debt-to-assets ratio. The future projects are detailed on pages 44 for healthcare real estate and on page 77 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 on a full-year basis would lead to an increase or decrease in the net result from core activities* 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 Paloke - Brussels (BE)
110 | COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2023 | Assumptions - external factors
Inflation
Ongoing contracts are indexed. The inflation rate used for rent increases is between 0 % and 3.5 % (external data) for leases indexed in 2024, depending on the country. The average indexation between 2023 and 2024 is around 2 %. 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 31.12.2023. Given the foreseen hedging instruments, the average cost of debt expected for 2024 is around 1.5 %. 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 the information currently available and the assumptions detailed above (gross investments of 320 million EUR and divestments of 270 million EUR in 2024, with these net investments having a near neutral effect on the debt-to-assets ratio), and considering the divestments carried out in 2023, Cofinimmo expects, barring major unforeseen events, to achieve rental income, net of rental charges of 349 million EUR (including the effect of divestments made in 2023 and budgeted in 2024 amounting to around 23 million EUR) leading to a net result from core activities – group share of 235 million EUR (compared to 241 million EUR as at 31.12.2023), i.e. 6.40 EUR per share for the 2024 financial year, taking into account the prorata temporis dilutive effects of the capital increases carried out in 2023 (approximately 0.50 EUR per share) and the divestments carried out in 2023 and the ones budgeted in 2024 (approximately 0.40 EUR per share). The average cost of debt expected for 2024 is around 1.5 %. Based on the same data and assumptions, the debt-to-assets ratio would be almost stable at approximately 44 % as at 31.12.2024. This ratio does not take into account possible changes in fair value of investment properties (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 2024, only the Colonel Bourg/ Kolonel Bourg 124 building will still generate writebacks of lease payments sold and discounted, amounting to approximately 0.6 million EUR.
Dividend per share
This outlook would allow the distribution of a gross dividend (for the 2024 financial year, payable in 2025) of 6.20 EUR per share, subject to the evolution of the net result from core activities – group share – per share* and the evolution of the debt-to-assets ratio. This outlook is provided subject to the main risks and uncertainties stated in the section ‘Risk factors’ in this document. 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 2024. 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, KPMG Réviseurs d’Entreprises/ Bedrijfsrevisoren SRL, represented by Mr Jean-François Kupper, 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 385).
111
SECTION 4 | MANAGEMENT REPORT | 2024 OUTLOOK | 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 77 % by the end of the 2024 financial year (compared to 75 % at the end of 2023). 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 31.12.2023 is approximately 66 %. 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.
Investment programme in 2024 (x 1,000,000 EUR - per segment)
| Investments 2024 | Divestments 2024 | |
|---|---|---|
| Healthcare - Committed (development projects) | 5 | -190 |
| Healthcare - Other | -37 | -43 |
| Offices - Committed (development projects) | 12 | |
| Offices - Other | 47 | |
| Distribution networks (capex) | 18 | |
| Divestments - NCAHFS | 237 | |
| Divestments - Due diligence | ||
| Divestments - Other | ||
| Total | 320 | -270 |
- This is set under the assumptions disclosed in section 11 and 14 of the press release of 23.02.2024.
112 | COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2023 |
6.40 EUR/share
Forecast of the 2024 net result from core activities – group share*
6.20 EUR/share
Outlook of the 2024 dividend (payable in 2025), subject to the evolution of the net result from core activities – group share – per share* and the evolution of the debt-to-assets ratio
X Nursing and care home Ten Berge - Belsele (BE)
113
SECTION 4 | MANAGEMENT REPORT | 2024 OUTLOOK |
Statutory auditor’s report on the outlook
Mission
We report to you on the consolidated outlook net result from core activities – Group share of Cofinimmo SA/NV (‘the Company’) and its subsidiaries (together ‘the Group’), for the 12-month period ending on December 31, 2024 (the ‘Forecast’). The Forecast and the significant assumptions on which it is based are detailed on pages 110 to 113 of the group’s 2023 annual report (the ‘Annual Report’). We do not report on the other elements of the net result, nor on the dividend outlook or the projected consolidated balance sheet.# Report of the Statutory Auditor
This report has been prepared voluntarily at the request of the board of directors of the Company for the purpose to confirm that the profit forecast has been prepared and compiled in accordance with elements (a) and (b) as defined under point 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’). This report cannot be used for any other purpose.
Responsibilities of the board of directors
The board of directors of the Company is responsible for the preparation and presentation of the Forecast, in accordance with Annex 1 section 11 of the Commission’s Delegated Regulation (EU) 2019/980, including the assumptions on which the Forecast is based as well as the preparation and presentation of the Forecast based on the Group’s financial reporting framework.
Responsibilities of the statutory auditor
It is our responsibility to examine the Forecast included in the Group’s annual report in accordance with the International Standard for Assurance Engagements for the Review of Forecast Financial Information (ISAE 3400). Accordingly, we must plan and perform our work to obtain a limited assurance about whether the assumptions provide a reasonable basis for the Forecast. Since the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained if a reasonable assurance engagement had been performed, the nature and timing of the procedures that the statutory auditor performs within a limited assurance engagement vary and are less extent than for an engagement with a reasonable level of assurance. On this basis, we have performed procedures considered necessary in the given circumstances in order to conclude.
As part of this limited assurance engagement, we place greater emphasis on inquiries from the Company personnel and analytical procedures, and less emphasis on testing internal controls and obtaining evidence from external sources than would have been in a reasonable assurance engagement. We must also plan and perform our work so as to obtain a reasonable level of assurance that the Forecast has been properly prepared one the basis of assumptions and it is presented in accordance with the Group’s financial reporting framework. We believe that based on the work performed and evidence obtained, this provides a reasonable basis for our conclusion.
We have complied with the ethical requirements that are relevant for our engagement in Belgium, including the independence requirements. Our firm applies the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires our firm to design, implement a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Report of the statutory auditor to the Board of Directors of Cofinimmo SA/NV on the consolidated outlook net result of core activities – group share for the period of 12 month ending on 31 December 2024.
114 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Conclusion
Based on our examination of the underlying evidence supporting the assumptions, as described in the ‘Responsibilities of the statutory auditor’ section of this report, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the Forecast. Further, in our opinion, the Forecast is properly prepared on the basis of the assumptions and is presented according to the Group’s financial reporting framework. Actual results are likely to be different from the Forecast since anticipated events frequently do not occur as expected and the variation may be material.
Zaventem, 2 April 2024
KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises
Statutory auditor represented by Jean-François Kupper Bedrijfsrevisor/Réviseurs d’Entreprises
115 SECTION 4 I MANAGEMENT REPORT I STATUTORY AUDITOR’S REPORT ON THE OUTLOOK I ESG report
116 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Committed for more than 15 years to a global ESG strategy 118
Major trends and their impact on the ESG strategy 120
Life cycle management at the heart of the value chain 126
Structured approach to climate risks 128
Stakeholder dialogue as driver for transition 137
Environment 141
Reducing energy intensity of the portfolio 142
Monitoring water usage 145
Social 147
Safety of occupants 148
Responsible supply chain relations 149
Diverse, trained and healthy employees 150
I. Respect for differences and cultural diversity 150
II. Employee training 152
III. Employee safety and well-being 154
Governance 155
Profitability for investors and access to capital 156
ESG report Contents
X Nursing and care home Bloemenhof - Oudenburg (BE) 117
SECTION 5 I ESG REPORT I
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 ('thirty cubed') confirms its commitment to ESG and its alignment with the worldwide objective of limiting global warming.
Committed for more than 15 years to a global ESG strategy
X Jacques van Rijckevorsel, Chairman of the Board of Directors
X Jean-Pierre Hanin, Chief Executive Officer
118 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Global ESG strategy for more than 15 years
Cofinimmo, a major player in European real estate, has been committed to a global ESG strategy for more than 15 years. It is actively involved in the Paris Agreement launched at COP21 and supports the accelerated climate action package agreed at COP28. Fossil-free buildings now represent 7 % of the portfolio, the installation of solar panels as a renewable energy source, particularly in Finland, has increased the use of electricity from renewable sources by 30 %, and energy efficiency has been accelerated by the validation of the Paris-proof roadmap in the Netherlands and the submission of the documents for the Tertiary Decree in France. The group believes that it is possible to aim for a carbon-neutral society by 2050 while serving the interests of all its stakeholders.
A science-based climate action
Cofinimmo’s 30³ project on scope 1, 2 and 3 emissions related to energy use fits perfectly with this view. The project aims to reduce the final energy intensity of the portfolio by 30 % to 130 kWh/m²/year by 2030 and remains a priority for 2023 and beyond. The 30³ project 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/year in 2017 to 142 kWh/m²/year in 2023 (vs. 165 kWh/ m²/year in 2021 and 158 kWh/m²/year in 2022), i.e. a total reduc- tion of 25 % compared to 2017, well on track to achieve the 30 % reduction target of 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 tran- sitional risks. This will make it possible to define the level of risk exposure for individual assets and put in place an action plan progressively covering the whole portfolio. More information on Cofinimmo’s climate action is available on pages 128-136.
A sound environmental management
Since 2008, Cofinimmo has been using an environmental man- agement 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 envi- ronmental regulations, in a structured manner. It focuses on relevant environmental topics in healthcare real estate, such as sustainable water management, on which all operational teams were trained in 2023. The external audit in 2023 revealed positive findings such as open, collegial working culture, excellent pro- cesses and a sense of ownership in terms of continuous learning and self-improvement.
Responsible business practices
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 2023, Cofinimmo further improved its ESG performance with the renewal of sev- eral labels and obtained several new BREEAM certifications for healthcare properties that cover now 9 % of the portfolio. In addi- tion, 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 2023 the amount of sustainable financing reached 2.5 billion EUR. As a participant in the United Nations Global Compact it is essential for Cofinimmo to bring its policies to life through specific trainings. Zero tolerance of corruption is expected from all business partners.# SECTION 5 I ESG REPORT
MESSAGE TO STAKEHOLDERS
An ongoing dialogue with stakeholders Cofinimmo is aware of its impact on people and has defined actions towards occupants, suppliers and employees in its ESG strategy. In 2023, Cofinimmo decided to renew its tenant satisfaction survey. It is also committed to its employees and has been certified as a Great Place to Work®. Cofinimmo would like to thank all of its employees for contributing to its People, Planet and Profit management approach. Those distinctions are 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.’
ESG
For Cofinimmo, the "S" in ESG also means giving back to society. In the context of the temporary protection for Ukrainian citizens currently in force in the Brussels-Capital Region, Cofinimmo has decided to grant the Brussels-Capital Region a precarious lease on the Loi/Wet 89 office building to welcome the NGO Ukraine Voices Refugee Committee (UV-RC) supported by UNHCR Belgium & Luxembourg and the Service public régional de Bruxelles. Located in the heart of the European district, in the Central Business District (CBD), this building, together with the adjacent Loi/Wet 85 building, will be redeveloped to become a new sustainability flagship in Cofinimmo's portfolio, meeting the highest environmental standards. UV-RC provides Ukrainian refugees with language courses, training, seminars, employment and socio-medical assistance. The precarious lease has taken effect as from 01.01.2024.
119 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. The last years have been quite challenging in Europe. There was COVID-19 coronavirus pandemic in 2020-2022, during which European governments collaborated to ensure a recovery plan for all. The European economy is still 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 the EU’s dependence on natural gas supplies. In October 2023, the conflict in Israël and Gaza also escalated. These events happened in an already overall rising inflation environment. Today, even more than in the past, it is clear how important it is to work towards a transition to clean energy 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, changing technologies and working practices. First the pandemic and then the armed conflicts have highlighted some of the requirements that have arisen from new trends in sustainability, such as a stronger approach to clean renewable energy and circular usage of resources. For more than 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 its target by 2030 through the Science-Based Targets initiative (SBTi) and by joining the Belgian Alliance for Climate Action (BACA). According to the SBTi-criteria for target validation, Cofinimmo falls into the SME-category ; a non-subsidiary, independent company with fewer than 500 employees. Cofinimmo’s commitments include the company’s scope 1 and 2 emissions reduction targets, its commitment to transparent environmental reporting for all scopes, the 1.5-degree scenario analysis that forms part of the company’s overall strategy and net-zero commitment. The SME-category does not allow to get validation from SBTi on scope 3 emissions reduction targets but Cofinimmo’s commitment to ESG does not stop there as the objectives of its 30³ project include scopes 1, 2 and 3. In 2023, 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. It is demonstrated in the materiality analyses conducted according to the Global Reporting Initiative (GRI) Sustainability Reporting Standards and developed for the first time in 2014 (this document and all previous reports are available on the website www.cofinimmo.com/esg), which have been reviewed yearly. Support of both the board of directors and the executive committee by signing off the materiality assessment is essential to transform the company’s ESG ambitions into concrete projects. The Head of ESG reports directly to the CEO which makes ESG governance central to the corporate governance structure. There are formal reviews of the ESG performance (this includes climate-related and DEI performance) to the executive committee, chaired by the CEO. Each review is presented through a presentation by the Head of ESG and documented through meeting reports. The head of ESG reports weekly to the CEO and at least every month to the executive committee. ESG reporting allows to follow-up on objectives and KPI (including climate-related and DEI KPI). One of the reviews is the official ISO 14001 management review, following all standards described in the ISO standard such as : status of actions from previous reviews, changes in circumstances, extent to which objectives have been achieved, information on performance, adequacy of resources, complaints, opportunities for improvement. The progress of the different objectives is assessed and eventually corrected. The quarterly reporting to the audit committee includes the progress of participation in different benchmarks, the ESG performance achieved compared to objectives linked to LTI variable remuneration of the executive committee and updates/notifications regarding regulatory changes. 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, Cofinimmo renewed its participation in the Carbon Disclosure Project in 2023, resulting in a confirmed B rating in the climate change category. The responses are publicly available and describe in detail the identified risks and opportunities associated with climate change. In addition to 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 healthcare real estate and office portfolio taking into account science based scenario analysis. The assets are being benchmarked against the CRREM decarbonisation path to identify climate transition risks and avoid stranding. A high level physical risk analysis has been executed and is being followed by a more detailed risk analysis and vulnerability assessment for the assets with the highest risk. This will allow Cofinimmo to also define concrete required action points on building resilience for its assets and positively contribute to the mitigation of and adaptation to climate risks.
120 | COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2023 | Business ethics Profitability for investors and access to capital Governance Accessibility for all Diversity of healthcare sites and aesthetics Safety of occupants Diverse, trained and healthy employees Responsible supply chain relations Materiality analysis The challenges included in the company’s materiality assessment reflect the importance and impact of these trends for both Cofinimmo and its stakeholders Waste linked to occupation Impact on green spaces Use of sustainable/ recycled materials ESG Strategy Reducing energy intensity of the portfolio Active and clean mobility Environmental Social Monitoring water usage Nature of the activity
121 SECTION 5 | ESG REPORT | MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY | The impact materiality assessment, shown on the infographics on the previous page, consists of three circles, each representing one pillar. 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. The area delineated by the inner circle contains the six priority areas for action out of the 14 areas identified internally. Compared to last year, the impact on construction waste has been grouped with the use of sustainable/recycled materials. The most significant ESG risks are described in the risk factors (see page 9). The other topics in the materiality assessment 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 the business processes. For example, Cofinimmo is pursuing its mobility policy and strategy for active and clean travel, but considers that the maturity of this issue allows it to be given a lower priority than other topics.# SECTION 5 I ESG REPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY I
Details of the actions carried out in 2023 and future objectives are listed in a dashboard (see pages 354-357). The objectives focus on the 6 material topics (reducing energy intensity of the portfolio, monitoring water usage, safety of occupants, diverse, trained and healthy employees, responsible supply chain relations, profitability for investors and access to capital) :
- raise awareness of the different stakeholders : tenants, suppliers, investors, etc. (for example : extension of sustainable collaboration agreement to 85 % of the healthcare real estate segment by 2024) ;
- monitor what is measured : energy consumption and performance, etc. (for example : increase consumption data coverage for overall portfolio to 85 % by 2024) ;
- be ambitious, go beyond the current regulation if economically viable (for example : refurbish 5.0 % of the portfolio between 2024 and 2028, excluding new constructions and acquisitions) ;
- communicate ESG information through a combined annual report, externally assured and participate in surveys (EPRA sBPR, Moody's, GRESB, CDP, MSCI, Sustainalytics).
The ESG objectives are mostly short-term (one year) and some of them are long-term (five to seven years). The links between Cofinimmo’s priorities and the SDGs are listed in a cross-reference table (see pages 358-359).
Mitigating and adapting to climate change
Climate change represents a long-term risk. The sixth assessment report (AR6) of the IPCC states that keeping warming to 1.5°C above pre-industrial levels requires deep, rapid and sustained greenhouse gas emissions reductions in all segments. Even if the impact of war slightly shifted priorities for businesses, environmental issues (including climate change) still list in the top four concerns of around 73 % of the real estate industry leaders (Source : Emerging Trends in Real Estate®, Europe 2024, PWC & Urban Land Institute).
Following up on the targets of the Paris Agreement at COP21 and the package to accelerate climate action achieved at COP28 in 2023, substantial actions towards climate empowerment and climate change resilience at global level are needed. 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
122 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 on scopes 1, 2 and 3 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 (SBTi) initiative.
Reducing water stress through 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 years have been increasingly challenging for chronic water risks such as droughts, threatening economic systems across Europe and in particular agricultural production. After severe drought for most of 2022 and the first quarter of 2023, the North-Eastern part of Europe kept suffering from drought while there was a high wildfire risk in the Mediterranean region according to the Global Drought Observatory (GDO) Analytical Report of August 2023.
For many years United Nations agencies and projects such as FAO and the UN Global Compact (CEO Water Mandate) have promoted 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.
Housing an ageing population
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.
Property market analysts extend the ‘beds and sheds’ mantra to ‘beds, sheds and meds’ to encompass the healthcare sector and the need for senior residences, nursing homes, hospitals, clinics and more (Source : Emerging Trends in Real Estate®, Europe 2024, PWC & Urban Land Institute).
But what are the population projections for the EU-27 ? During the period from 2022 to 2100 the share of the population of working age is expected to decline, while older people will probably account for an increasing share of the total population : those aged 65 years or over will account for 31.3 % of the EU’s population by 2100, compared with 21.1 % in 2022. As a result of the population movement between age groups, the EU’s old-age dependency ratio is projected to almost double from 33.0 % in 2022 to 57.1 % by 2100 and the total-age dependency ratio is projected to rise from 56.5 % in 2022 to 82.6 % by 2100 (source : Eurostat, February 2023 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 socially responsible healthcare sites 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. House prices in European cities have increased by 45 % in ten years while salaries have increased by 17 %, which pushes people to
123 SECTION 5 I ESG REPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY I
rent instead of buying (Source : Emerging Trends in Real Estate®, Europe 2024, PWC & Urban Land Institute).
When discussing these social aspects, the provision of community spaces has been a top priority during 2023. 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 Ghent are starting to restrict the most high-emission vehicles. Public transport companies are moving to electric vehicles. Initiatives are underway to promote micro-transport such as sharing less-polluting bicycles, electric mopeds, or scooters. 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 such as lockers and showers 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.# SECTION 5 I ESG REPORT I MAJOR TRENDS AND THEIR IMPACTS ON THE ESG STRATEGY
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 have 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 reuses 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.
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. According to recent studies, more than eight out of ten respondents say they expect to see a shift towards co-location, the combination of different uses in single building or location. Some 35 % expect a hybrid model of three or more sectors to be the most common combination within their portfolio, and 18 % expect to combine residential and offices (Source : Emerging Trends in Real Estate®, Europe 2024, PWC & Urban Land Institute). Many sharing applications already directly or indirectly impact the office real estate segment : shared meeting rooms in buildings and business parks, co-working areas, etc. In 2023 most companies have continued applying teleworking systems, formalising the trend towards flexible working models in well-structured and agreed policies between the company and its employees. The industry needs to prioritise quality space that helps companies adapt to the latest working practices. Location, ability to attract talent and reducing overall costs are expected to be the most important factors driving occupants’ workplace strategies. Well aware of this issue, Cofinimmo is innovating by creating shared spaces in office buildings such as the Lounge® concept, shared meeting rooms or the Flex Corner® concept. 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 or Z, but also for seniors in the form of assisted-living units.
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 health and safety 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.
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 (IoT), augmented reality, artificial intelligence (AI), and digitalisation are all promising avenues that demonstrate the extent of the impact of evolving technology in the real estate sector. 2023 marked the wide breakthrough of AI with examples such as ChatGPT, GPT-4, Vision AI and other applications. Tech industry leaders are openly discussing about the opportunities and threats of the ongoing development of AI. The EU is working on the Artificial Intelligence Act to boost research and industrial capacity while ensuring safety and fundamental rights. Cofinimmo recognises that the use of AI tools can pose risks to operations and customers. Therefore, it is committed to protecting the confidentiality, integrity and availability of all information. The AI policy it developed to anticipate compliance obligations, requires all parties to use AI tools in a trustworthy manner, consistent with its security best practices. 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.
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.
Financing
Cofinimmo’s mission is to provide shareholders with the opportunity to make long-term, socially responsible investments that generate recurring, predictable, and growing revenue 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 2023, the amount of sustainable financing reached 2.5 billion EUR. 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 has drawn up its environmental management system (EMS). An overview of the EMS can be found in the environmental policy that is publicly available (www.cofinimmo.com/about-us/governance/charters).# SECTION 5 I ESG REPORT I LIFE CYLCE MANAGEMENT AT THE HEART OF THE VALUE CHAIN
The overall commitment intended by the environmental policy is continuous improvement of the environmental performance of the group. All activities during the portfolio's life cycle (including the head office) are covered (property management, project management and development). The EMS objectives have been implemented into the operations through an integration into the organisation’s dashboard (see pages 354-357). The ISO 14001:2015 certification of Cofinimmo’s environmental management system was renewed for the sixth consecutive time on 16.11.2023 (https://www.cofinimmo.com/media/6450/00040505-ems-engus-ukas.pdf) for activities in Belgium (50 % of the group). The activities outside Belgium, although not certified, are managed according to the same system. 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).
Life cycle analysis and materials management
Cofinimmo aims to integrate life-cycle analysis as a guiding prin- ciple in all its activities, herein including acquisitions, development and management of buildings. In particular for new constructions and renovations in the portfolio, in 2023, Cofinimmo has contin- ued boosting its efforts in implementing a structured procedure for life cycle analysis (LCA). The comparative analysis of 11 existing LCA reports conducted since 2016 ensures 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. 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 con- sistent 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. This resulted in an average of 383 kg CO2 e /m² for stages A1-A5 (see page 135 for a detailed description of stages). Cofinimmo’s approach also considers buildings’ future redevel- opment potential. This method is backed by the BREEAM certi- fication 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 compo- nents prior to starting works on the site. Next to impact on GHG emissions, other environmental impacts of materials are taken into account like impacts on health or origin of materials. In 2023, FSC wood has been applied in 17 % of projects.
| Healthcare real estate | Distribution networks, PPP | Offices |
|---|---|---|
| Acquisition | Design | Commercial management |
| Property management | Development |
Cofinimmo’s influence : low medium high. Cofinimmo’s influence is described in detail and by segment in the management report (see pages 36, 62 and 70). Financing, expertise, life-cycle analysis and sustainable materials management that have a positive impact on customer relations over the long term.
Life cycle management at the heart of the value chain
126 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I * this only encompasses healthcare operators.
| 2 distribution networks | 7 PPP contracts | 853 pubs / restaurants | 41 office buildings | 217 tenants | ± 33,000 occupants | |
|---|---|---|---|---|---|---|
| 316 healthcare real estate | ± 30,500 beds | |||||
| > 70* groups of operator-tenants | ||||||
| 3.0 billion EUR debt | ||||||
| Financial capital | ||||||
| Human capital | < 2,000 suppliers | 154 employees | ||||
| 3.7 billion EUR equity |
Development
Commercial management
Provide shareholders with the opportunity to make long-term and socially responsible investments that fuel dividends as well as returns to the community.
Promote, within its high-quality care, living, and working spaces, exchanges that will foster inspiration and well-being through the provision of services that anticipate the needs and aspirations of their occupants.
Portfolio Property management
Design Acquisition Construction Sale
Waste
Reuse-recycle
Transport
Use
Raw materials
17 acquisitions
115 disposals
7,439 interventions
10 projects
5 projects
79 deals
Provide an inspiring work and living environment, in service of an exciting commercial project.
Life cycle management at the heart of the value chain
2 6 projects
127
SECTION 5 I ESG REPORT I LIFE CYLCE MANAGEMENT AT THE HEART OF THE VALUE CHAIN I
This objective was established following the science-based tar- gets 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 UAE Consensus delivered at COP28 in 2023. Initiated at the beginning of 2020, the 30³ project covers the healthcare real estate and office segments, and all the activities directly managed within the company such as sales and acquisitions, development, construction management and relating 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.
Approach on risks and opportunities linked to climate change
At the heart of this structured response planning for climate risks lies a long-standing commitment to ESG data transpar- ency through a standardised reporting of ESG key performance indicators in line with the EPRA sBPR reporting standard (see pages 334-353). Knowing the real performance and being able to report it with a standardised approach, ESG and climate risks fit into Cofinimmo’s overall risk management approach, which is defined on pages 4 to 9. The climate-related risk assessments consider the following types of risks, categorised according to the key risks identified in the Environmental, Social and Governance Risks section of the Risk Factors chapter (see page 9).
Structured approach to climate risks
X Detail of the innovative timber structure of the office building Montoyer 10 - Brussels CBD (BE)
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/year (30³ project).
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| Governance | Strategy | Risk management | Indicators & Objectives |
|---|---|---|---|
| Harmonised ESG report and clear data collection targets. | 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 more than 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 associated with climate change into its overall strategy. | Impact on building sustainability Impact on ESG strategy Current regulations, such as the EU Energy Performance of Buildings Directive (transposed into national regulation) requires a higher level of energy performance for every new or refurbished building. Emerging regulations, such as the CSRD and the EU Taxonomy will define access to financial instruments in the future and determine what sustainable real estate activities need to respond to. The obligation to provide charging points for electric vehicles is a new technology for which the indirect risks have not yet been fully identified, such as the fire safety of electric cars in underground parking lots. As a result, insurance premiums may be higher. Investors use multiple benchmarks, which creates a reputational risk. Cofinimmo has considered the risk of not qualifying or proactively engaging with benchmarks and the potential impact of receiving a score that does not accurately reflect the company’s ESG efforts. Consumers are demanding buildings with a good energy performance as rising energy costs and the desire to reduce their carbon footprint create a risk in the market. | During the acquisition phase (due diligence), acute and chronic physical risks are assessed through a specific risk analysis based on available climate risk tools and an organised framework to improve the quality of information used in the decision-making process. The section ‘Environment’, included in this document, describes how the group manages risks related to climate change miti- gation. In particular, it outlines the procedures aiming at reduc- ing greenhouse gas (GHG) emissions associated with the energy intensity of the portfolio. In line with its ESG strategy, Cofinimmo intends to pursue a sustainable financing policy, which is described in the chapter ‘Financial resources management’ (see pages 87-99). Finally, the management of ESG issues, including the risks and opportunities related to climate change, is well integrated into the overall governance structure, with the Head of ESG reporting directly to 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 its structure, see the ‘Corporate Governance Statement’ on page 204. |
GHG Protocol: Understanding Cofinimmo’s emissions
Cofinimmo has been reporting its scope 1, 2 and 3 emissions in a consolidated way since 2010, using GHG protocol as a reference standard for measuring, managing, and reporting emissions. As shown, Cofinimmo opts for an operational control approach, together with market-based accounting approach for scope 2 emissions. The group uses a whole building approach for carbon, which means emissions arising from operational energy consumption and from landlord and tenant-controlled spaces are included within the GHG inventory and target boundaries. 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 indirectly managed portfolio consists of only indirect (Scope 3 - category 13) emissions. In total, Cofinimmo aligns its reporting to three standards, i.e. the GHG protocol, EPRA sBPR, and the GRI Standards. Working for alignment helps not only at a corporate level but also for the purpose of harmonisation towards 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 standardisation of carbon accounting towards higher transparency. A higher transparency would eventually increase awareness on how to positively contribute to emissions’ reduction. Cofinimmo declares that there have been no significant changes in the group’s ESG position since the previous report on emissions data. The company has not undergone any structural changes, nor has the emissions accounting methodology and boundary changed in the reporting year.
SCOPE 1 DIRECT EMISSIONS FROM DIRECTLY MANAGED PORTFOLIO
3,006 tonnes of CO₂e
SCOPE 2 INDIRECT EMISSIONS FROM DIRECTLY MANAGED PORTFOLIO
3,835 tonnes of location-based CO₂e
388 tonnes of market-based CO₂e
SCOPE 3 INDIRECT EMISSIONS FROM INDIRECTLY MANAGED PORTFOLIO
44,497 tonnes of CO₂e of operational carbon
25,650 tonnes of CO₂e of embodied carbon
INDIRECT EMISSIONS LINKED TO PURCHASED ENERGY
| Type of Emission | Building Type | Energy Type | Emission (tonnes CO₂e) |
|---|---|---|---|
| Directly managed portfolio | Single-tenant offices | Electricity | 8.5 |
| Healthcare real estate | Electricity | 4.2 | |
| Distribution networks | Electricity | 101.0 | |
| PPP/ financial leases | Electricity | 47.5 | |
| Indirectly managed portfolio | Medical office buildings | Electricity | 83.5 |
| Multi-tenant offices | Electricity | 134.7 | |
| District heating | Electricity | 1.2 | |
| District heating | Electricity | 130 |
DIRECT EMISSIONS
| Type of Emission | Location | Energy Type | Emission (tonnes CO₂e) |
|---|---|---|---|
| Directly managed portfolio | Head office | Fossil fuel | 39.5 |
| Head office | Fuel for car fleet | 276.9 | |
| Head office | Fugitive | 1.3 | |
| Head office | Visitors | 4.2 | |
| Head office | Business trips | 101.0 | |
| Head office | Waste | 5.3 | |
| Head office | Commuting | 47.5 | |
| Head office | Energy related (upstream scopes 1 & 2) | 83.5 | |
| Head office | Equipment | 134.7 | |
| Head office | Paper purchase | 1.2 |
The group’s GHG emissions in 2023
- Directly managed portfolio:
- Scope 1: 3,006 tonnes of CO₂e
- Scope 2: 3,835 tonnes of location-based CO₂e, 388 tonnes of market-based CO₂e
-
Indirectly managed portfolio:
- Scope 3: 44,497 tonnes of CO₂e of operational carbon, 25,650 tonnes of CO₂e of embodied carbon
-
Indirect Emissions Linked to Purchased Energy:
- Single-tenant offices: Electricity consumption - 8.5 tonnes of CO₂e
- Healthcare real estate: Electricity consumption - 4.2 tonnes of CO₂e
- Distribution networks: Electricity consumption - 101.0 tonnes of CO₂e
- PPP/ financial leases: Electricity consumption - 47.5 tonnes of CO₂e
- Medical office buildings: Electricity consumption - 83.5 tonnes of CO₂e
- Multi-tenant offices: Electricity consumption - 134.7 tonnes of CO₂e
- District heating: Electricity consumption - 1.2 tonnes of CO₂e
- District heating: Electricity consumption - 130 tonnes of CO₂e
-
Direct Emissions:
- Head office: Fossil fuel consumption - 39.5 tonnes of CO₂e
- Head office: Fuel for car fleet - 276.9 tonnes of CO₂e
- Head office: Fugitive emissions - 1.3 tonnes of CO₂e
- Head office: Visitors - 4.2 tonnes of CO₂e
- Head office: Business trips - 101.0 tonnes of CO₂e
- Head office: Waste - 5.3 tonnes of CO₂e
- Head office: Commuting - 47.5 tonnes of CO₂e
- Head office: Energy related (upstream scopes 1 & 2) - 83.5 tonnes of CO₂e
- Head office: Equipment - 134.7 tonnes of CO₂e
- Head office: Paper purchase - 1.2 tonnes of CO₂e
Evolution of the average energy intensity of the portfolio between 31.12.2016 and 31.12.2023
The graph shows a 25 % decrease in the average energy intensity over the last six years, all scopes combined.
Carbon footprint of Cofinimmo’s head office and offices abroad
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. The carbon footprint per FTE is 4.7 tonnes CO₂e/FTE, a decrease of 32 % compared with 2009. The increase in the figures for 2023 compared with 2022 is due to the fact that Cofinimmo has also taken into account the emissions of its offices located outside of Belgium in order to have a more global view. If we make a like-for-like comparison between 2023 and 2022, the total footprint remains more of less stable at 694.8 tonnes CO₂e (+30 % compared to 2009 and +1 % compared to 2022). The carbon footprint per FTE decreases to 4.6 tonnes CO₂e/FTE, a reduction of 33 % compared with 2009. A bike for all policy is in place to further reduce transportation-related emissions, thus contributing to the commitment to reduce absolute scope 1 and scope 2 GHG emissions 50 % by 2030 from a 2018 base year, and to measure and reduce its scope 3 emissions as required by the Science Based Targets initiative for SMEs. Cofinimmo goes a step further and has set an energy intensity target on scope 1-2-3 combined, see 30³ project.
Cofinimmo’s head offices - Footprint per scope in 2023 (% emissions in tonnes CO₂e)
- Scope 1: 45 %
- Scope 2: 1 %
- Scope 3: 54 %
- Cat. 2 Equipment (fleet, IT): 35.7 %
- Cat. 3 Energy related (upstream scopes 1 & 2): 22.1 %
- Cat. 6 Business trips: 26.8 %
- Cat. 7 Commuting: 12.6 %
- Cat. 9 Visitors: 1 %
- Cat. 5 Waste: 1.4 %
- Cat. 1 Paper purchase: 0.3 %
Evolution of the average energy intensity of the portfolio between 31.12.2016 and 31.12.2023
| Year | kWh/m²/year | Change (%) |
|---|---|---|
| 2016 | 189 | |
| 2017 | 226 | |
| 2018 | 178 | |
| 2019 | 179 | |
| 2020 | 165 | |
| 2021 | 158 | |
| 2022 | 163 | |
| 2023 | 130 | -25 % |
| 2024 | 142 | -30 % |
| 2025 | ||
| 2026 | ||
| 2027 | ||
| 2028 | ||
| 2029 | ||
| 2030 |
Head offices GHG emissions intensity (t CO₂e/FTE)
The head offices' GHG emissions intensity is expressed as a FTE to account for the relative impacts of mobility-related emissions. Since 2023, Cofinimmo has also included its offices located outside of Belgium.
| Year | t CO₂e/FTE |
|---|---|
| 2009 | 6.9 |
| 2014 | 8.0 |
| 2017 | 5.4 |
| 2019 | 6.0 |
| 2020 | 4.1 |
| 2021 | 4.0 |
| 2022 | 4.4 |
| 2023 | 4.7 |
Committed to act on climate change
According to the European Environment Agency, in 2021, the real estate sector was responsible for approximately 35 % of energy related greenhouse gas (GHG) emissions in Europe. This includes both embodied and operational emissions. In addition to carbon, fugitive emissions from fluorinated GHGs are also a significant and growing source of emissions for the buildings sector, mainly arising from refrigeration and air-conditioning systems. With a portfolio of more than 2.5 million m², Cofinimmo is aware of its carbon impact and its potential to contribute to limiting global warming. In light of these facts, Cofinimmo is committed to reducing the GHG emissions of its buildings and to ensuring they achieve optimal energy performance. In 2020, Cofinimmo became a member of the Belgian Alliance for Climate Action, 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. To limit the financial risk associated with climate change, Cofinimmo applies a seven-level approach :
- acquisition policy aiming at reaching an average target energy intensity for the acquired portfolio by 2030 ;
- renovation projects with a maximum target energy intensity, 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.
Approximately 4,700 companies worldwide have targets validated by SBTi. The 2030 target has been set and an annual assessment is carried out to ensure that the commitments are met. Cofinimmo is also actively working on setting its 2050 targets. Several intermediate targets will be set to ensure that the objectives are achieved by 2050, or even earlier. In this sense, Cofinimmo is participating in the Science Based Targets initiative (SBTi) pilot test for the development of the Buildings Science-Based Target-Setting Guidance and Tool. Cofinimmo intends to neutralise residual emissions and/or further reduce emissions beyond the value chain through offset and/or removal activities in the long term, but is focusing on energy reduction in the short term. Offsetting is not yet part of the group’s action plan, but project-based carbon credits have been applied for a project in 2023. Cofinimmo believes that carbon pricing regulation is a strong lever for GHG emission reductions, but does not intend to set an internal price on carbon.
Operational carbon action plan for standing assets
In 2023, Cofinimmo continued to implement the 30³ project aiming at reducing the energy intensity, as part of a ‘net zero’ roadmap to contribute to the transition to a low-carbon system. This path includes a number of actions that affect both strategic segments, such as renovations, which are at the heart of Cofinimmo’s low-carbon strategy. An example of a low-carbon product is Montoyer 10 in Brussels, which has been awarded a silver CO₂ neutral certification. Across the portfolio, increasing the availability of actual energy consumption data is a pillar of action.# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 134
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. Due to Cofinimmo’s leasing activities, the main focus for the reduction of GHG emissions is within scope 3, more precisely tenants’ energy consumption, which Cofinimmo has been reporting since 2010 and which represents more than 95 % of its total emissions (excluding upfront embodied carbon). In order to take into account the policy risks associated with decarbonisation paths towards a net-zero economy, Cofinimmo has opted for the 1.5° CRREM scenario at asset level by 2050 in order to meet the highest standards. CRREM (Carbon Risk Real Estate Monitor) is the leading global standard and initiative for operational decarbonisation of real estate assets, targets and paths in terms of GHG intensity by property type and by country for the 1.5°C and 2°C global warming targets.
Total GHG emissions linked to energy consumption of the portfolio (scopes 1, 2 and 3 in tonnes CO 2 e/m²)

- Group's GHG emissions (scopes 1 + 2) have been divided by 5.5 since 2010.
- Group's GHG emissions (scopes 1 + 2) have been reduced by 30 % between 2022 and 2023.
- The increase in scope 3 is explained by an increase in data coverage.
- The decrease in scope 2 between 2017 and 2018 is explained by a change in methodology (from location-related to market-related).
Final energy intensity of the portfolio (in kWh/m²/year)

- Cofinimmo has managed to reduce its energy intensity by 10 % between 2022 and 2023.
- In 2023, 90 % of energy consumption comes from real data.
- Group's energy intensity has been reduced by 35 % since 2010.
- The final target for energy intensity is 130 kWh/m²/year by 2030.
SECTION 5 I ESG REPORT I STRUCTURED APPROACH TO CLIMATE RISKS I 135
Embodied carbon
| Extract raw materials | Transport to factory | Manufacturing of products | Transport to construction site | Construction process on site | Maintain the building : use, maintain, repair, refurbish, replace | Deconstruction or demolition of the building | Transport : Haul away waste materials | Waste processing | Disposal |
|---|---|---|---|---|---|---|---|---|---|
| A1-A3 : PRODUCT STAGE | A4-A5 : CONSTRUCTION PROCESS STAGE | B1-B7 : USE STAGE | C1-C4 : END OF LIFE STAGE | D : BENEFITS AND CONSTRAINTS BEYOND THE BUILDING LIFE CYCLE |
A3 Operational carbon : operational energy use, operational water use
C4 Embodied carbon
The International Resource Panel (IRP), in its 2020 Resource Efficiency and Climate Change Report and the UN Environment Emissions Gap Report 2019, conclude that the carbon emissions related to the use of materials in construction is estimated to account for about 10 % of total yearly GHG emissions worldwide (Source : Ramboll study : 21 % embodied carbon out of 41 % carbon emissions during the whole life cycle (WLC - Whole Life Carbon)).
A life cycle analysis (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 and helps make design decisions. Aiming to reduce operational carbon emissions might mean that more materials are required during renovation, e.g. for insulation. The extra materials used will result in higher embodied carbon emissions, but these emissions will be offset over the lifetime of the asset by lower operational carbon emissions.
Embodied carbon is now the main challenge, since operational carbon improvements linked to energy use of the building have had the focus over the last years. In 2023, the GHG emissions linked to the delivery of ten projects amounted to 25,650 tonnes of CO 2 e. Measuring GHG emissions of these delivered projects is part of the plan to manage, develop and construct net zero carbon buildings.
Physical risk action plan
Cofinimmo’s decarbonation efforts help mitigate transitional climate risks. Nevertheless, Cofinimmo still has to consider the climate risk associated with higher temperatures with more extreme weather events, such as heavy rainfall and heat waves, which could pose physical risks to its buildings. The same physical risks are assessed during the acquisition phase (during due diligence) in order to improve the quality of the information used in the decision-making process.
Since 2022, Cofinimmo has been working with MSCI to conduct a detailed physical climate risk analysis of its healthcare real estate and office portfolios. The analysis includes exposure to natural hazards such as extreme heat, river and coastal flooding, storms and wildfires using multiple scenarios. Cofinimmo chose the IPCC | 5° | SSP5-8.5 scenario as the worst case scenario for 2100.
The high-level quarterly assessment shows the physical risks to which its assets are exposed based on their geographical location. The identified risks are prioritised and assets are ranked according to their vulnerability. Based on initial studies, only a few buildings could be affected. The results are used to define a climate risk resilience roadmap that addresses adaptation measures applicable to the specific risk exposure. In 2023, Cofinimmo hired an external consultant to develop action plans for a pilot project on three buildings. The assignment includes on-site visits to study in detail the building-specific risks and adaptation plans. This approach is in line with the EU Taxonomy criteria for contributing to the objective of climate adaptation, which requires a robust assessment of climate risks and vulnerabilities, including an evaluation of adaptation solutions.
Did you know that...
During the renovation of the Flemish Administrative Centre (VAC) in Mechelen, home of the Public Waste Agency of Flanders (OVAM), Cofinimmo worked with the contractor Tectum to create a 100 % recyclable roof. This is an ambitious project aimed at modernising and making the office building more sustainable with a focus on the reuse and recycling of the demolished materials. No small detail, the office continues to operate during the renovation works.
The VAC Mechelen's original roof, made of ballasted PVC, had to be completely demolished. The challenge was to reuse as many materials as possible and to ensure that the office building remained operational during the renovation, which was a complex task. All demolition materials were carefully sorted on site and disposed of separately. Official certificates were issued by specialist recycling companies.
- Ballast: the gravel used as ballast was carefully vacuumed up and removed by bulk lorry. At a remote location, the gravel was washed for subsequent use elsewhere.
- Roofing: the PVC roofing material has been disposed of through Cofinimmo’s partner RoofCollect and ground up for use as a new raw material.
- Insulation: the original PIR insulation has been inspected in conjunction with Buildwise and checked for its current insulation value, fire rating, compressive strength and so on. Depending on these results, it will be decided for which purposes the old insulation can be reused.
- The aluminium wall caps were also dismantled and disposed of separately for recycling.
The new roof will have EPS insulation, which can be easily recycled and reused when the roof is demolished. In addition, a new roofing system will be installed, which will be fully mechanically fixed so that it can be recovered again at a later stage.
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 136

Stakeholder dialogue as driver for transition
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.
Cofinimmo keeps in touch during the different stages of a project with the neighbourhood and authorities, especially at preliminary study phase. For greenfield projects, at the permit delivery stage, a public inquiry is often mandatory. From the initial design and permit application stages, Cofinimmo then 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. If any remark occurs, a meeting is organised by local authorities to discuss solutions. If necessary, modifications of the project are proposed.
During tendering and construction Cofinimmo informs when works can cause nuisance. In accordance with the ISO 14001 certificate, Cofinimmo measures the number of complaints. When a problem arises, Cofinimmo tries to find alternatives to meet different parties’ interests. In case of nuisance, it is common to reschedule, for example, noisy works outside occupation hours. Cofinimmo has management practices in place to keep good relations with neighbours at all phases of the project. Do-plan-check-act is integrated in the ISO 14001 certificate for project management.# SECTION 5 | ESG REPORT | STAKEHOLDER DIALOGUE AS DRIVER FOR TRANSITION
It assures a continual improvement of the process and implementation of it. 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, like the volunteering days initiated in 2023.
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 code of good conduct 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 Office building Arts/Kunst 47 - Brussels' CBD (BE) 137
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. An ESG-section is part of the quarterly presentations. The people primarily responsible for this dialogue are the members of the executive committee and, more specifically, the CEO and the CFO, assisted by investor relations, external communication, finance, and ESG departments. In 2023, Cofinimmo participated in more than twenty roadshows, conferences, and other events bringing the company and investors together. During these roadshows/conferences, company representatives were able to meet more than 150 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 receives regular visits from Cofinimmo’s property managers or their representatives. These visits are a fundamental part of the property management system linked to centralised data management systems and dashboards. 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 for example, Cofinimmo 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 varies from one per month to one every six months, depending on the asset and the type of contract.
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 contacts if telephone conversations and e-mails are included. The client can also contact the company via the service desk, which is available 24/7. In 2023, the service desk responded to 7,439 client requests.
In January 2024, Cofinimmo conducted a satisfaction survey relating to 2023 among its tenants. The objective of the survey was, among others, to better understand the level of overall satisfaction of the tenants with regard to the performance of the buildings they use next to satisfaction level on building characteristics, contacts with owner, maintenance and works management. Through this survey, Cofinimmo sought to strengthen the dialogue with tenants in all segments to understand their ESG priorities for building management. Using a Net Promoter Score (NPS), the results showed that tenants are globally promoters of Cofinimmo with a NPS score of +4 based on 36 % of respondents, and 78 % of contacts who responded to the survey are satisfied with the landlord-tenant relationship, and that the most important ESG aspects are to ensure occupant safety, reduce the energy intensity of the portfolio and ensure accessibility for everyone. 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 tenants’ satisfaction but also the evolution of their needs and priorities in terms of ESG and beyond, Cofinimmo plans to conduct the same survey every two years.
Employees
Due to the size of the company, which currently counts 154 permanent staff, employees have regular contacts with the Head of human resources and 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 and management worked together to extract a common denominator of values, reflecting high ethical standards. These resulted into our common values ‘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 a lack of candidates. Regardless of the absence of a trade union, Cofinimmo is committed to managing reorganisations responsibly.
For all
To thank the tenants for their participation in the satisfaction survey, Cofinimmo donated 10 EUR per completed questionnaire to the ICRC (International Committee of the Red Cross).
138 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Operational changes impacting multiple people, applicable legislation mandates a minimum notice period of six weeks. No collective reorganisation involving job losses has taken place within the group in recent years.
Suppliers of goods and services
Developers, contractors, service providers, facility managers, real estate agents, lawyers, consultants. Cofinimmo works with less 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.). The top 98 significant tier 1 suppliers with yearly spent above 250,000 EUR represent 84 % of the total spent in 2023.
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. 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.
As described above Cofinimmo monitors both internal and external property managers’ as well as other direct external suppliers’ compliance with ESG-specific requirements in the supplier code of conduct through checks performed by third parties (like technical auditors and health and safety coordinators) and through regular meetings with Cofinimmo’s employees.
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.# SECTION 5 I ESG REPORT I STAKEHOLDER DIALOGUE AS DRIVER FOR TRANSITION
Both operational and finance teams maintain relationships with public supervisory bodies to ensure the proper payment of taxes and the publication of transparent financial information. Interac- tions 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 42 press releases in 2023, 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 X (Twitter), LinkedIn and since May 2023 on Instagram. Together these accounts have reached 13,927 followers. In 2023, Cofinimmo published 118 posts on LinkedIn, 42 posts on X and 49 posts on Instagram.
Finally, Cofinimmo renewed its participation in several ESG ratings and benchmarks, notably GRESB, S&P Corporate Sustainabil- ity Assessment, Carbon Disclosure Project and EPRA sBPR, thus maintaining its position among the best real estate companies.
‘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.’
Stakeholders : expectations and responses
| Stakeholders | Expectations | Responses # ESG REPORT
ENVIRONMENT
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/year 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, and all related activities under the company’s direct management, such as sales and acquisitions, development projects, construction projects management, and day-to-day building management. Around 4,700 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 2023, Automated consumption meter readings for healthcare and office portfolio (in %) were as follows:
| Year | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| % | 14 % | 19 % | 64 % | 66 % |
Key Objectives:
- 5.0 % Renovation of the portfolio (excluding new constructions, extensions and acquisitions) for 2028.
- 130 kWh/m²/year 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 2024.
A monitoring system is installed for 66 % of the healthcare real estate segment and 67 % of the office segment. Further digitisation and availability of energy data as public data would help to overcome the challenge of accurately tracking emissions to the building level. 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. This clause includes an agreement to collaborate in good faith to improve the environmental performance of the leased premises and to share all data and relevant information relating to energy and water usage. 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 31.12.2023, 80 tenants have accepted a sustainable collaboration agreement so that energy consumption data is available for 75 % of the portfolio. Energy intensity and GHG emissions data is provided in the chapter ‘EPRA performance indicators’ (see pages 334-353).
Prevent
What is the best way to participate in global efforts to reduce GHG emissions in the real estate sector? Cofinimmo aims to prevent energy need through development projects (3.2 % of total area in 2023). The company strives to do as much as possible in terms of energy intensity, often going beyond legal requirements to address net zero policy at building level by 2050, while maintaining desired profitability. Efforts taken to reduce consumption differs 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 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 2023, the net zero roadmap has been pursued by facilitating 57 energy audits for strategic assets in the last three years, covering 13 % of total energy consumption at end of 2023. This roadmap allows to contribute to national decarbonisation plans like the Tertiary Decree in France and the Information Obligation in the Netherlands. In 2023, the energy consumption based on calendar year 2022 has been entered for 70 % of the buildings on the official French Operat platform. The demonstrated sustainability ambition combined with the high degree of transparency led to the approval of the roadmap in the Netherlands by the authorities responsible for environment. In this way Cofinimmo could secure participation in the portfolio approach for the Dutch healthcare real estate portfolio that runs for the period 2023-2026 in which a reduction of 20 % is targeted on final energy consumption.
Following energy efficiency measures were mainly implemented in the portfolio in the last three years:
- upgrade of regulation management system in 15 buildings;
- installation of high-efficiency HVAC equipment in 15 buildings;
- wall and/or roof insulation in 6 buildings;
- window replacements in 13 buildings.
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. At the same time, Europe is confronted with more frequent heatwaves asking for sustainable and efficient cooling systems in buildings. How can solar energy provide a cooling solution during heatwaves? While the sun is shining strongest during heatwaves, solar energy can power cooling systems, reducing pressure on the grid and lowering energy costs. This creates a win-win situation for tenants and the environment. According to the roadmap approved by authorities for the Dutch healthcare real estate portfolio, photovoltaic panels will be installed in 27 buildings by the end of 2026. In 2023, 11 facilities in our healthcare portfolio in Finland have been equipped with photovoltaic panels, representing more than 900 panels and a total energy production of 377 kWp. For example, our medical centre in Vaasa is the first Mehiläinen hospital in Finland to be equipped with photovoltaic panels. These panels will help reduce the building's GHG emissions. The electricity produced will be almost entirely used to compensate for the energy consumption of the complex, which is also limited thanks to LED lighting, mechanical supply and exhaust air ventilation systems, as well as heat recovery and remotely readable metres. At 31.12.2023, photovoltaic panels are installed in 59 buildings, and, combined, produce 3,965 MWh per year. Also within the delivery of construction, renovation and extension projects, Cofinimmo focuses on the installation of photovoltaic panels. At 31.12.2023, 28 % of ongoing projects are designed to contain photovoltaic panels covering 21 % of energy need (525 MWh estimated production).
X Nursing and care home - Hoogerheide (NL)
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 health perspectives.## SECTION 5 I ESG REPORT I ENVIRONMENT
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, specific installations for different water usages exist (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. Compliance with applicable hygiene requirements is of the utmost importance, including with regard to sanitation facilities and therefore the human right to water (an integral part of human rights policy).
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 reports about tenants’ actual water use can influence water conservation. Indeed, showing tenants their attitude behaviour discrepancies evokes a feeling of discomfort, triggering water conservation (as tenants may experience a cognitive dissonance between this feedback information and how they perceive themselves, or how they want others to view them). Real-time information prompts temporary water savings. It still needs to be explored whether such changes in behaviour are only temporary or have lasting effect.
As for the external layout of a building, it can have a dual function: creating captured and underground water reserves and delaying rainwater runoff. The installation of green roofs delays rainwater runoff by creating active roofs. Limiting hard surfaces allows better permeability of the ground so that rainwater can supply the groundwater. In the event of heavy rain, which is increasingly common, this makes it possible to reduce flood risk. The impact of biodiversity, from vegetation, whether on the roof or on the ground, must also be considered.
- 720 litres/m² Water consumption per surface area.
- 66 % Buildings equipped with remotely readable water meters (healthcare real estate and office segments).
In the coming years, water management inside and outside buildings will need to change drastically to adapt to the physical risks associated with climate change. It is therefore essential that companies, particularly those in the real estate sector, prepare for the future.
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. A future-oriented 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 destination, building a closed system of water usage.
One of the most common systems today 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. At 31.12.2023, reuse of storm water for garden and sanitary usage is implemented in 24 buildings of the portfolio (7 % of portfolio area covered).
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. This water is reused for toilet flushing, cleaning and garden irrigation. Potentially, the rest of the available rainwater can undergo 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.
(Diagram showing Rainwater, Wastewater, Grey water, Black water, INFILTRATION, RAINWATER TANK, Simple treatment, Advanced treatment, NON-DRINKING WATER, SEWER, DRINKING WATER, Tap water refill (when needed) and Tap water refill (when needed))
| Rating / certification | Organisation / Institution | Initial rating | Evolution 2023 |
|---|---|---|---|
| EE+ (Very strong) | SE Belgian Index & SE Best in Class Index | EE+ 2015 | EE+ 2021 EE+ 2022 EE+ 2023 |
| GDI rating | 0.75 2018 | 0.86 2019 0.81 2020 0.75 2021 2023 | |
| Ranking | 3rd place in Belgium Global average 0.59 18th (out of 600 companies) | ||
| Equileap | 63 % (#1 in Belgium for gender equality) | ||
| Gold | Stand. 2012 | Gold 2021 Gold 2022 Gold 2023 | |
| Certification granted for Belgium and Germany | BE+DE 2023 |
1. No GDI rating available for 2018, on the worldwide ranking (out of 600 companies).
Cofinimmo’s social policies can be found on the company’s website: www.cofinimmo.com/about-us/governance/charters.
SECTION 5 I ESG REPORT I SOCIAL
Safety of occupants
In today’s society, guaranteeing safety within buildings is part of expectations. In addition to functional requirements, buildings must contribute to the health of the users. New certifications 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 hazardous materials, non-compliance with safety standards and the impact of inadequate ventilation systems on indoor air quality can all affect occupants’ health.
| Asbestos management (in %) | Healthcare real estate | Distribution networks | PPP and others | Office | Total portfolio |
|---|---|---|---|---|---|
| No traces of asbestos | 62 | 57 | 70 | 65 | |
| Traces of encapsulated asbestos | 38 | 43 | 30 | 35 | |
| 1,861,367 m² | 308,917 m² | 206,069 m² | 331,226 m² | 2,707,569 m² |
Cofinimmo systematically analyses all elements likely to have an impact on public health, according to the current available knowledge and the legislation in place at the moment of the design, no later than the urban planning permit date. The due diligence process as part of the acquisition and investment procedure includes a compulsory analysis of the presence of asbestos, soil pollution and aspects relating to fire-fighting and fire prevention. For the portfolio under operational control, next to clear evacuation plans, the group organises annually evacuation exercises for tenants.
In the healthcare real estate segment, compliance checks on accessibility for people with reduced mobility are part of the due diligence process and are regulated by the approval for the operation of the buildings. In the office segment, 100 % of the projects have been audited for accessibility for people with reduced mobility in 2023.
The asbestos risk is closely monitored for older buildings in the portfolio based on the existence of an internal asbestos risk management policy and internal training on this policy. 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.
In addition to regulations, sustainable certifications such as BREEAM also address these social issues. Indoor air quality, water quality, visual comfort or daylight, thermal and acoustical comfort are part of the design criteria for new constructions following targeted certifications of 22 ongoing projects at 31.12.2023.
Internal and external facilities
The impact of nature on physical or mental health is well established, 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.## I. Respect for differences and cultural diversity
Diversity among employees within Cofinimmo’s diversity policy is reflected in initiatives dealing with recruitment, staff management and communication (see page 209 of this document). The head of HR and internal communication is responsible for implementing DEI (diversity, equity and inclusion) objectives. Whether internally or in interactions with external stakeholders, Cofinimmo has long since adopted a high level of ethics, an essential prerequisite for diversity, non-discrimination and respect for individuals, institutions, and the rule of law. This includes:
- a code of good conduct;
- shared and supported values: we care, we connect, we commit;
- open and transparent feedback and feedforward culture based on trust and mutual help for joint success;
- right and encouragement of self-expression, information and personal development for all employees to grow with the company.
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.’
| Metric | Value |
|---|---|
| 80 % Women/men gender pay gap | |
| Remuneration ratio between genders at employee level | |
| 100 % of employees receive at least the living wage |
General principles of recruitment and selection
At all stages of the selection process, Cofinimmo’s objective is to check the candidates’ suitability for the position and the company, as well as their motivation, without any other consideration that could be described as discriminatory. During selection interviews, Cofinimmo undertakes not to express any evaluation, judgement, or criticism, and not to ask candidates any questions which might be considered discriminatory or vexatious, given their values, personal and family choices and lifestyle. Cofinimmo has the success and well-being of its staff at heart and refrains from hiring people who may not achieve the expected levels of success or well-being. To avoid hiring errors when recruiting new employees, Cofinimmo applies an objective selection procedure by using non-discriminatory assessment tests that measure personal abilities, behaviour traits, preferences and motivations. This aims to identify the best possible match between the employee and both the requirements of the 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.
Inclusion
Cofinimmo expresses its desire to give equal consideration to the recruitment of persons with reduced mobility or other disabilities 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 or other disabilities. In 2023, no persons with reduced mobility or other disabilities were employed in the group.
Welcome and onboarding
Irrespective of the position held and its hierarchical level, Cofinimmo applies an onboarding program (including training related to governance risks) so that each new employee can integrate quickly and smoothly into the company.
At the same level the surroundings have a positive impact on fighting loneliness in the healthcare segment. In the Fundis project (Rotterdam, the Netherlands), 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? According to the publication of Emerging Trends in Real Estate®, Europe 2024 by PWC & Urban Land Institute, the importance of the internal environment for occupiers and end users has increased the most since the start of 2023 and is expected to rise further in significance over the next five years.
- 100 % of the directly managed portfolio has asbestos monitoring
- 94 % of the directly managed portfolio has fire audit monitoring
No infringements that might present a penalty or health impact on occupants have been detected during fire audits and asbestos monitoring in the directly managed portfolio.
148 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Responsible supply chain relations
These operating principles apply to all of Cofinimmo’s operating segments and in all countries where the company is active.
Two way engagement
Cofinimmo always seeks to treat its suppliers fairly during purchase 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. Ensuring that all of the company's suppliers follow its environmental policy is considered market best practice. Cofinimmo formalised its commitment on environmental, social and governance aspects through the publication of a supplier code of conduct and expects its suppliers to undertake to respect the principles and standards set out in this code. Each project manager and property manager is responsible for the application of the supplier code of conduct as regards the relationship with its suppliers. 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 Development 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 a zero tolerance for 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 clause concerning the employment of a trainee is included in every general contractor agreement. 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 2023.
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
‘Cofinimmo expects its suppliers to do everything in their power to comply with the commitments outlined.’
149 SECTION 5 I ESG REPORT I SOCIAL I# SECTION 5 I ESG REPORT I SOCIAL
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. In 2023, the right to disconnect policy was published and communicated to all employees. This policy describes the modalities of the right to be unavailable outside the working hours, i.e. to disconnect from digital resources, including communication devices, without fear of reprisals. 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. In 2023, no cases of discrimination or harassment breaches were reported. 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 formal individual cases are shared with the executive committee. In 2023, no formal cases were reported. The company’s diversity policy and key indicators are an integral part of the corporate governance statement (see pages 206-212).
Remuneration policy
Cofinimmo follows 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, as variable pay elements for its Belgian staff. The remuneration policy includes a mechanism that ensures that personal performance targets (ESG included) are taken into account annually during appraisals with positive or negative financial consequences. Also non-financial consequences can be applied as for example not getting a promotion. Examples of individual ESG targets are defined per department. For project management it can be obtaining a BREEAM certificate for a specific project, for property management it is obtaining an energy reduction objective for a specific asset. At least one ESG-related goal is mandatory for all employees. In 2023, ESG targets were assigned to all employees.
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, bike for all program, group insurance, private health insurance, meal vouchers and eco-cheques, smartphone, laptop computer, option plan, etc. Since legislation differs from one country to another, a series of various benefits has also been implemented in the other countries in which the group operates in line with local benchmarked practices. Complementary pension, decease, disability and medical schemes are the common denominator 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 by giving access to a fitness room as benefit for all and healthy eating by providing fruit and soup at the head office. 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.
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.
- 5 days training per employee per year
- 6,787 hours cumulative total of paid training
- 100 % employees who attended one or more training courses
- 100 % employees who attended one or more ESG training courses
- 2 % employees attended one or more university programmes in 2023
- 100 % employees receive 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.’
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. 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. In total, 71 % of the staff participated. The outcome was a Gold award being reconfirmed for another 3-year period, which only 16 % of organisations worldwide hold. This is a positive recognition of the company’s commitment and passion to empower people and provide them with an engaging business environment.
Great Place to Work® accreditation
In its relentless pursuit of fostering a workplace culture that prioritises the engagement and motivation of its staff, Cofinimmo recognises the pivotal role it plays in both individual well-being and overall business performance. Cofinimmo actively gauges the pulse of its organisation through regular engagement surveys, translating invaluable feedback into actionable plans that drive positive change. This year, marking a significant milestone, the company participated for the first time in the Great Place to Work® survey in December 2023. This comprehensive assessment delves into the sentiments of its employees regarding their leaders, roles, and colleagues, focusing on the pillars of trust, camaraderie, and pride. The outstanding participation rate of 78 % demonstrates that a significant majority of its workforce considers Cofinimmo a truly Great Place to Work®. This achievement is a testament to the dedication and commitment of its team at all levels within the organisation. However, the journey does not end here. Driven by an unwavering commitment to continuous improvement, the group is proactively implementing strategic actions to elevate its workplace environment even further. By nurturing a culture of collaboration, trust, and pride, it aims to create an environment where every individual thrives and contributes to the collective success of the group.
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. Six areas of training are emphasised: compliance training, business-related technical skills, ESG-related trainings, languages, IT, and personal development. In 2023, language courses continued to be a key focus area with one third of employees participating.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 knowledge 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. As an example the employee development program on cybersecurity for all employees led to more than 90 % of employees being rewarded a bronze or silver certificate. 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 team members. All of these opportunities are provided equally, regardless of the country in which the employee performs their duties. Cofinimmo also relies on external partners and institutions for training and development. All training programmes are evaluated through internal and external feedback mechanisms.
Corporate values
In the course of 2022, Cofinimmo renewed its values. ‘We care, we connect and we commit’ are the three corporate values and foundation of its company culture. Detailed descriptions on Cofinimmo’s three values can be found on the company’s website : www.cofinimmo.com/about-us/governance/charters. These values are a compass for the collaborators daily interactions 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. ‘The good health of a company is closely related to the motivation and productivity of its employees.’
SECTION 5 I ESG REPORT I SOCIAL
III. 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.
Onboarding
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. 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.
| 1.3 % men | ||
| 11.7 % women | ||
| 154 employees | ||
| 2.8 % absenteeism rate | ||
| 13 % employees working part time |
Resilience
Cofinimmo pays close attention to mental health and issues related to stress at work. We apply ad hoc surveys in departments to measure this in an objective, anonymous and professional way. Workplace stress, which is all-too-common 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 2023, the total absenteeism rate was 2.8 %, which is substantially better compared to the benchmark. 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 employees 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 2023, 13 % of employees had flexible working hours in 15 different schedules in Belgium.
X Jessi Bex - Community Manager
| Organisation / institution | Rating / certification | Initial rating | Evolution 2023 |
|---|---|---|---|
| AA | (on a scale going from CCC to AAA) | BBB | AA |
| 2013 | AA | AA | AA |
| 2021 | AA | AA | AA |
| 2022 | AA | AA | AA |
| 2023 | AA | AA | AA |
| C Prime | (on a scale going from D- to A+) | D+ | D |
| 2013 | C Prime | C Prime | C Prime |
| 2021 | C Prime | C Prime | C Prime |
| 2022 | C Prime | C Prime | C Prime |
| 2023 | C Prime | C Prime | C Prime |
| Industry average | |||
| Real estate sector average : 29 | |||
| 2019 | 54 | ||
| 2021 | 49 | ||
| 2022 | 49 | ||
| 2023 | 54 |
| Cofinimmo ESG Performance (sector average performance) Environment : 58 % (41 %), Social : 50 % (34 %), Governance : 64 % (47 %) | |||
| 2019 | 58 % | ||
| 2021 | 58 % | ||
| 2022 | 56 % | ||
| 2023 | 56 % | ||
| Solactive Europe Corporate Social Responsibility Index (based on different sustainability data providers) | |||
| EU Excel. 2018 | EU CSR Index | ||
| EU Excel. | EU CSR Index | ||
| 2021 | 2023 | ||
| 2022 | 2023 |
Disclaimer statement
The use by Cofinimmo of any MSCI ESG RESEARCH LLC or its affiliates (‘MSCI’) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Cofinimmo by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
X Office building Guimard 10-12 - Brussels CBD (BE)
Governance
Cofinimmo’s governance policies can be found on the company’s website : www.cofinimmo.com/about-us/governance/charters.
| Economic value generated and distributed in 2023 (x 1,000 EUR) | |
|---|---|
| + 365,955 | Customers |
| - 39,922 | Suppliers of goods and services |
| + 317,033 | Generated value |
| - 30,665 | Personnel |
| - 161,900 | Shareholders |
| - 40,808 | Financial expenditure |
| - 8,844 | Public sector |
| - 242,217 | Distributed value |
| + 74,816 | Economic value retained within the group |
| 10.06 EUR | Human capital return on investment |
| Economic value generated | |
| Economic value distributed |
SECTION 5 I ESG REPORT I GOVERNANCE
X Nursing and care home- Oleiros (Galicia - ES)
Linking financial and ESG strategy
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 protection of investments on which the company’s growth and continued delivery of services depend. Cofinimmo would not be able to fully fulfill its financial and societal roles without sufficient profits and a stable financial base. Sustainable finance instruments have become a means no longer to grow but to survive. The annual report on the indicators for the green & social portfolio can be found in the chapter ‘Financial resources management’ on pages 93-99.
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 procedures and training sessions for all employees (in 2023, 89 % of employees got trained on the fight against corruption). Further in 2023, Cofinimmo enhanced its ethical data management procedures beyond compliance level by a cybersecurity training program and by introducing an AI (artificial intelligence) policy. The purpose of this policy is to ensure that all parties use AI tools in a secure, responsible and confidential manner. The policy outlines the requirements that the parties must follow when using AI tools, including the evaluation of security risks and the protection of information.
Relevant ESG risk factors
The priorities with regard to ESG risks are chosen owing to what must be done due to the Belgian and European regulation, the commercial opportunities and the financial impact on the business considering the likelihood and impact of each identified risk. The executive committee, the head of ESG, the internal auditor, tenants and suppliers are included in the assessment. At group level, Cofinimmo is conscious that a building which is more energy efficient results in more advantageous operation costs for the occupiers. Lower financial charges helps to commercialise buildings faster, making them more attractive.# ESG REPORT
GOVERNANCE
To compensate the fluctuation of the energy prices, Cofinimmo progressively takes different actions:
* smarter control of energy consumption (through an energy accounting system in the healthcare real estate and office segments, and close follow-up of maintenance in the directly managed portfolio) in order to reduce the costs of it;
* regular review of energy supply contracts in the directly managed portfolio;
* progressive implementation of renewable energy production (mostly photovoltaic solar panels).
At the asset level, the risk assessment is specifically done for the existing buildings through the ISO 14001 process and reviewed every year. The risk assessment is updated/monitored following the kind of asset (healthcare property, offices, ...) and level of operational control.
Examples of environmental risks analysed are soil pollution, asbestos, energy performance. The group has performed some asset-level environmental and social risk assessments of the healthcare real estate and office segments during the last three years on the following issues:
* building safety and regulatory risks in the full portfolio;
* climate, flooding, energy efficiency, GHG emissions and accessibility in the healthcare real estate and office segments (81 % of portfolio);
* contaminated land, indoor environmental quality, waste and water management in the directly managed portfolio (10 % of portfolio);
* access to healthcare in the healthcare real estate segment (69 % of portfolio).
‘Transparency is a driver for good performance. That is why Cofinimmo gets external assurance on its sustainability statement since 2013.’
156 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Committed more than ever to caring, living and working in a sustainable way
X Nursing and care home - Castellón (Valencia - ES)
Bel ESG and Top SBTi 1.5° ESG Bond Issuer
In 2023, Cofinimmo has been selected by Euronext to be part of ‘Top SBTi 1.5° ESG Bond issuers’ and was included the new Euronext BEL ESG index.
Financial Times 500 Europe’s Climate Leaders
In 2023, Cofinimmo is the only Belgian real estate player included in the 500 Europe’s Climate Leaders according to the Financial Times and Statista. This label is granted to the European companies that proved to be the most successful in reducing their core greenhouse gas emissions relative to their revenue.
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) 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 reporting and will continue, as started on a voluntary basis, to deliver externally assured sustainability information.
157 SECTION 5 I ESG REPORT I GOVERNANCE I property report
158 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I property report
Contents
- Consolidated real estate portfolio 160
- Market commentary 172
- Independent real estate valuers’ report 178
X Healthcare campus - Kaarst (DE)
159 SECTION 6 I PROPERTY REPORT I
The assets included in the green & social portfolios are indicated in this report by X.
Overview of the real estate consolidated portfolio by segment as at 31.12.2023
| 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 | 4,300 | 1,474 | 4,666 | 5.6 % | 254,172 |
| Offices | 1,056 | 1,011 | 1,102 | 6.4 % | 55,411 |
| Property of distribution networks | 411 | 61 | 463 | 6.9 % | 29,974 |
| TOTAL | 5,768 | 2,547 | 6,231 | 5.8 % | 339,556 |
- This amount only includes assets for which the group pays the insurance premium directly. This does not include insurances taken during the works nor those borne by the occupants.
- The estimated rental value takes into account the market data, the property’s location, its quality and the tenant’s financial data (EBITDAR) (if available) and, for healthcare assets the number of beds.
Overview of the top 10 investment properties of the consolidated portfolio as at 31.12.2023
| Property | Address | Year of construction (last renovation) | Year of acquisition | Surface area (in m²) | Contractual rents ³ (x 1,000 EUR) | Occupancy rate ⁴ | Share of consolidated portfolio at fair value |
|---|---|---|---|---|---|---|---|
| Belliard 40 Brussels | Rue Belliardstraat 40 1000 Brussels | 2018 | 2001 | 20,323 | 6,019 | 99 % | 2.1 % |
| Port/Haven 86 C Brussels | Avenue du Port/ Havenlaan 86 C 1000 Brussels | 2014 | 2020 | 16,725 | 4,551 | 100 % | 1.5 % |
| Arts/Kunst 19 H Brussels | Avenue des Arts/ Kunstlaan 19 H 1000 Brussels | 2020 | 1996 | 9,186 | 2,483 | 100 % | 1.0 % |
| CMCR Lyon Massues | Rue Docteur Edmond Locard, 92 69005 Lyon | 1960 (2018) | 2023 | 35,039 | 2,859 | 100 % | 0.9 % |
| Tervueren 270-272 Brussels | Av. de Tervurenlaan 270-272 1150 Brussels | 1976 (2013) | 1997 | 19,580 | 3,970 | 92 % | 0.9 % |
| Guimard 10-12 Brussels | Rue Guimardstraat, 10-12 1000 Brussels | 1980 (2015) | 2004 | 10,410 | 2,898 | 100 % | 0.9 % |
| Grefrather Strasse 90-116 Viersen | Erich-Sanders-Weg, 4-16 41749 Viersen | 2023 | 2023 | 16,441 | 2,442 | 100 % | 0.8 % |
| Damiaan Tremelo | Pater Damiaanstraat, 39 3120 Tremelo | 2003 (2014) | 2008 | 20,274 | 3,091 | 100 % | 0.8 % |
| Ippocrate 18 Milan | Via Ippocrate, 18 20161 Milan | 2005 | 2021 | 15,444 | 2,876 | 100 % | 0.8 % |
| Meeûs 23 Brussels | Square de Meeûs, 23 1000 Brussels | 2010 | 2006 | 8,807 | 2,359 | 88 % | 0.7 % |
| Other | 99 % | 89.6 % | |||||
| Total investment properties | 354,849 | 98 % | 99.3 % | ||||
| TOTAL OF CONSOLIDATED PORTFOLIO | 354,849 | 98 % | 100 % |
- Contractual rents and estimated rental value are two different concepts, one derived from contracts, the other provided by experts. A difference between the two concepts is normal. In this case, the 2023 discrepancy is due in particular to the fact that certain indexations (in particular those at the end of 2023) were not fully reflected in the rental values estimated by the independent valuers, who are not bound by the value of the contractual rents.
- The occupancy rate is calculated as follows: contractual rents divided by (contractual rents + estimated rental value on unlet spaces).
160 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 m 2 ) | Contractual rents ¹ (x 1,000 EUR) | Occupancy rate ² | Tenant |
|---|---|---|---|---|
| PPP booked as finance lease receivables | ||||
| Courthouse - Antwerp | 72,132 | 1,665 | 100 % | Belgian Building Authority |
| Fire station - Antwerp | 23,323 | 213 | 100 % | City of Antwerp |
| Police station - HEKLA zone | 3,800 | 789 | 100 % | Belgian federal police |
| Several sites at the Université Libre de Bruxelles - Brussels (Ixelles/Elsene) | 22,902 | 3,076 | 100 % | ULB - Brussels University |
| Prison - Leuze-en-Hainaut | 28,316 | 755 | 100 % | Belgian Building Authority |
| Healthcare real estate booked as finance lease receivables | ||||
| Aftercare and rehabilitation hospital (SSR) - Chalon-sur-Saône | 9,269 | 1,150 | 100 % | French Red Cross |
| Nursing and care home Sierra de la Nieves - Malaga | 4,117 | 328 | 100 % | DomusVi |
| Nursing and care home Rosario - Madrid | 4,773 | 177 | 100 % | DomusVi |
| Nursing and care home Monte Alto - Cadix | 5,698 | 134 | 100 % | DomusVi |
| Nursing and care home Costa d’en Blanes - Mallorca | 5,422 | 503 | 100 % | DomusVi |
| Nursing and care home Ciudad de Mostoles - Madrid | 8,545 | 797 | 100 % | DomusVi |
| Nursing and care home Capdepera - Mallorca | 5,477 | 402 | 100 % | DomusVi |
| Nursing and care home Can Carbonell - Mallorca | 5,570 | 829 | 100 % | DomusVi |
| Healthcare complex Home Vogelzang - Leuven | 6,725 | 795 | 100 % | VZW Home Vogelzang |
| Assets held by associates and joint ventures | ||||
| 4 sites under development + 1 project, supported by 6 companies - Germany | - | - | - | Schönes Leben Gruppe |
| 19 sites Aldea - Belgium | 71,000 | 5,943 | 80 % | Curavi, Orpea ³, Vivalto |
- Part of the unsold lease payments, varying from 4 % to 100 % depending on the properties.
- Occupancy rate is calculated as follows: contractual rents / (contractual rents + estimated rental value on unlet premises).
- On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.
X Medical office building - Sittard (NL)
161 SECTION 6 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).# SECTION 6 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO
HEALTHCARE REAL ESTATE
| 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) |
|---|---|---|---|---|---|
| Belgium | 1,839,522 | 261,372 | 99.4 % | 262,989 | |
| Operator : Armonea | 611,727 | 96,892 | 100.0 % | 96,892 | |
| BINNENHOF - MERKSPLAS | 2008 | 3,775 | 534 | 100.0 % | 534 |
| DAGERAAD - ANTWERP | 2013 | 5,020 | 1,043 | 100.0 % | 1,043 |
| DE HOVENIER - RUMBEKE* | 2011 (2016) | 5,079 | 922 | 100.0 % | 922 |
| DE WYNGAERT - ROTSELAAR | 2008 (2010) | 6,878 | 958 | 100.0 % | 958 |
| DEN BREM - RIJKEVORSEL | 2006 (2015) | 5,408 | 864 | 100.0 % | 864 |
| DOMEIN WOMMELGHEEM - WOMMELGEM | 2002 | 6,836 | 947 | 100.0 % | 947 |
| DOUCE QUIÉTUDE - AYE | 2007 | 4,635 | 555 | 100.0 % | 555 |
| HEIBERG - BEERSE | 2006 (2011) | 13,568 | 1,725 | 100.0 % | 1,725 |
| HEMELRIJCK - MOL | 2009 | 9,362 | 1,259 | 100.0 % | 1,259 |
| HENRI DUNANT - EVERE | 2014 | 8,570 | 1,484 | 100.0 % | 1,484 |
| HEYDEHOF - HOBOKEN | 2009 | 2,751 | 440 | 100.0 % | 440 |
| HOF TER DENNEN - VOSSELAAR* | 1982 (2011) | 3,279 | 568 | 100.0 % | 568 |
| HOME CASTEL - JETTE | 2005 | 5,893 | 609 | 100.0 % | 609 |
| LA CLAIRIÈRE - WARNETON* | 1998 | 2,533 | 329 | 100.0 % | 329 |
| LAARSVELD - GEEL (+ asssited living)* | 2006 (2009) | 6,400 | 1,173 | 100.0 % | 1,173 |
| LAKENDAL - ALOST/AALST* | 2014 | 7,894 | 996 | 100.0 % | 996 |
| LE MÉNIL - BRAINE-L'ALLEUD | 1991 | 5,430 | 729 | 100.0 % | 729 |
| LES TROIS COURONNES - ESNEUX | 2005 | 4,519 | 680 | 100.0 % | 680 |
| L'ORCHIDÉE - ITTRE | 2003 (2011) | 3,634 | 710 | 100.0 % | 710 |
| L'ORÉE DU BOIS - WARNETON | 2004 | 5,387 | 712 | 100.0 % | 712 |
| MARTINAS - MERCHTEM | 2017 | 7,435 | 1,156 | 100.0 % | 1,156 |
| MATHELIN - MESSANCY | 2004 | 6,392 | 1,470 | 100.0 % | 1,470 |
| MILLEGEM - RANST | 2009 (2016) | 9,592 | 1,173 | 100.0 % | 1,173 |
| NOORDDUIN - COXYDE/KOKSIJDE | 2015 | 6,440 | 1,037 | 100.0 % | 1,037 |
| PLOEGDRIES - LOMMEL | 2018 | 6,991 | 795 | 100.0 % | 795 |
| RÉSIDENCE DU PARC - BIEZ | 1977 (2013) | 12,039 | 811 | 100.0 % | 811 |
| 'T SMEEDESHOF - OUD-TURNHOUT | 2003 (2012) | 8,648 | 1,182 | 100.0 % | 1,182 |
| TILLENS - UCCLE/UKKEL | 2015 | 4,960 | 1,296 | 100.0 % | 1,296 |
| VOGELZANG - HERENTALS | 2009 (2010) | 8,044 | 1,237 | 100.0 % | 1,237 |
| VONDELHOF - BOUTERSEM | 2005 (2009) | 4,923 | 670 | 100.0 % | 670 |
| Operator : Aspria | 7,196 | 3,168 | 100.0 % | 3,168 | |
| LA RASANTE - WOLUWÉ-SAINT-LAMBERT/ SINT-LAMBRECHTS-WOLUWE (SOMBRE 56) | 2004 (2012) | 7,196 | 3,168 | 100.0 % | 3,168 |
| Operator : Calidus | 6,063 | 910 | 100.0 % | 910 | |
| WEVERBOS - GENTBRUGGE | 2011 | 6,063 | 910 | 100.0 % | 910 |
| Operator : Care-Ion | 79,644 | 14,000 | 100.0 % | 14,000 | |
| CHANT DES OISEAUX - BASSENGE | 2019 | 3,345 | 578 | 100.0 % | 578 |
| CLOS DE LA QUIÉTUDE - EVERE | 1997 (2012) | 7,227 | 1,256 | 100.0 % | 1,256 |
| CLOS REGINA - ANDERLECHT | 2010 | 5,772 | 983 | 100.0 % | 983 |
| DE BLOKEN - WELLEN | 2008 | 7,564 | 1,285 | 100.0 % | 1,285 |
| DE GERSTJENS - ALOST/AALST | 2015 | 6,252 | 1,227 | 100.0 % | 1,227 |
| LE DOUX REPOS - NEUPRÉ | 2011 | 6,875 | 1,110 | 100.0 % | 1,110 |
| MAISON NEO - ROCOURT | 2023 | 10,032 | 1,500 | 100.0 % | 1,500 |
| MONTEREY - SAINT-GILLES/SINT-GILLIS | 2020 | 5,105 | 1,156 | 100.0 % | 1,156 |
| PAALEYCK - KAPELLE-OP-DEN-BOS | 2016 | 3,744 | 788 | 100.0 % | 788 |
| RÉSIDENCE DU NIL - WALHAIN | 1996 | 5,040 | 701 | 100.0 % | 701 |
| RÉSIDENCE WÉGIMONT - SOUMAGNE | 2018 | 4,339 | 925 | 100.0 % | 925 |
| SENIOR'S FLATEL - SCHAERBEEK/SCHAARBEEK | 1972 | 7,491 | 1,048 | 100.0 % | 1,048 |
| SERENITAS PALACE - GRÂCE-HOLLOGNE | 2019 | 6,858 | 1,445 | 100.0 % | 1,445 |
| Operator : Clariane (Korian) | 160,192 | 24,865 | 100.0 % | 24,865 | |
| ARCUS - BERCHEM-SAINTE-AGATHE/ SINT-AGATHA-BERCHEM | 2008 (2009) | 10,719 | 2,191 | 100.0 % | 2,191 |
| BETHANIE - SAINT-SERVAIS | 2005 | 4,780 | 602 | 100.0 % | 602 |
| BLOEMENHOF - OUDENBURG | 2023 | 4,429 | 509 | 100.0 % | 509 |
| CLOS DE LA RIVELAINE - MONTIGNIES-SUR-SAMBRE* | 2021 | 5,458 | 842 | 100.0 % | 842 |
| DAMIAAN - TREMELO | 2003 (2014) | 20,274 | 3,091 | 100.0 % | 3,091 |
| X DE PASTORIJ - DENDERHOUTEM | 2013 | 8,089 | 952 | 100.0 % | 952 |
| LA CAMBRE - WATERMAEL-BOITSFORT/ WATERMAAL-BOSVOORDE | 1982 | 13,023 | 2,317 | 100.0 % | 2,317 |
| OHANA - JUPRELLE | 2023 | 6,781 | 863 | 100.0 % | 863 |
| NOOTELAER - KEERBERGEN | 1998 (2011) | 2,438 | 469 | 100.0 % | 469 |
| PALOKE - MOLENBEEK-SAINT-JEAN/ SINT-JANS-MOLENBEEK | 2001 | 11,262 | 1,608 | 100.0 % | 1,608 |
| PRINSENPARK - GENK | 2006 (2013) | 11,035 | 1,672 | 100.0 % | 1,672 |
| PROGRÈS - LA LOUVIÈRE* | 2000 | 4,852 | 606 | 100.0 % | 606 |
| ROMANA - LAEKEN/LAKEN | 1995 | 4,375 | 1,055 | 100.0 % | 1,055 |
| SEIGNEURIE DU VAL - MOUSCRON | 1995 (2008) | 6,797 | 1,387 | 100.0 % | 1,387 |
| SENIORENRESIDENTIE - KEERBERGEN (ZONNEWEELDE) | 1998 (2012) | 6,106 | 917 | 100.0 % | 917 |
| VAN ZANDE - MOLENBEEK-SAINT-JEAN/ SINT-JANS-MOLENBEEK | 2008 | 3,463 | 500 | 100.0 % | 500 |
| VLASHOF - STEKENE | 2016 | 6,774 | 1,106 | 100.0 % | 1,106 |
| ZONNEWEELDE - RIJMENAM | 2002 (2019) | 15,327 | 2,413 | 100.0 % | 2,413 |
| ZONNEWENDE - AARTSELAAR | 1978 (2013) | 14,210 | 1,767 | 100.0 % | 1,767 |
| Operator : Fedasil | 8,148 | 1,333 | 100.0 % | 1,333 | |
| SEBRECHTS - MOLENBEEK-SAIN-JEAN/ SINT-JANS-MOLENBEEK | 1992 | 8,148 | 1,333 | 100.0 % | 1,333 |
| Operator : LNA Santé (Le Noble Âge) | 6,435 | 1,445 | 100.0 % | 1,445 | |
| PARKSIDE - LAEKEN/LAKEN | 1990 (2013) | 6,435 | 1,445 | 100.0 % | 1,445 |
| Operator : Orélia | 60,325 | 7,581 | 100.0 % | 7,581 | |
| LES JARDINS D’AMELINE - OUPEYE* | 2017 | 10,438 | 1,450 | 100.0 % | 1,450 |
| DILHOME - DILBEEK | 2010 | 5,170 | 879 | 100.0 % | 879 |
| EDEN PARK - ALOST/AALST | 2008 | 4,212 | 428 | 100.0 % | 428 |
| KEIHEUVEL - BALEN | 2019 | 6,746 | 983 | 100.0 % | 983 |
| LA COLLINE - ORROIR* | 1993 (2010) | 5,777 | 222 | 100.0 % | 222 |
| PUTHOF - BORGLOON | 2018 | 11,333 | 1,388 | 100.0 % | 1,388 |
| SERRENHOF - SINT-TRUIDEN | 2020 | 8,038 | 1,041 | 100.0 % | 1,041 |
| TEN BERGE - BELSELE | 2000 | 3,045 | 440 | 100.0 % | 440 |
| VILLA BATAVIA - GRIMBERGEN* | 2023 | 5,566 | 750 | 100.0 % | 750 |
| Operator : Orpea 1 | 49,545 | 8,652 | 100.0 % | 8,652 | |
| GRAY COURONNE - IXELLES/ELSENE* | 2014 | 7,042 | 983 | 100.0 % | 983 |
| ADRET - GOSSELIES | 1980 | 4,800 | 574 | 100.0 % | 574 |
| LINTHOUT - SCHAERBEEK/SCHAARBEEK | 1992 | 2,837 | 586 | 100.0 % | 586 |
| LUCIE LAMBERT - BUIZINGEN | 2004 | 8,314 | 1,811 | 100.0 % | 1,811 |
| PAUL DELVAUX - WATERMAEL-BOITSFORT/ WATERMAAL-BOSVOORDE* | 2014 | 6,283 | 1,029 | 100.0 % | 1,029 |
| PRINCE ROYAL - IXELLES/ELSENE* | 2015 | 6,242 | 1,384 | 100.0 % | 1,384 |
| RINSDELLE - ETTERBEEK | 2001 | 3,054 | 684 | 100.0 % | 684 |
| TOP SENIOR - TUBIZE | 1989 (2011) | 3,570 | 450 | 100.0 % | 450 |
| VORDENSTEIN - SCHOTEN* | 2014 | 7,403 | 1,152 | 100.0 % | 1,152 |
| Operator : 't Hofke | 7,061 | 1,023 | 100.0 % | 1,023 | |
| SAUVEGARDE - RUISBROEK | 2016 | 7,061 | 1,023 | 100.0 % | 1,023 |
| Operator : Vivalto | 8,033 | 1,721 | 100.0 % | 1,721 | |
| VIVALYS - BRUSSELS | 1983 (2018) | 8,033 | 1,721 | 100.0 % | 1,721 |
| Operator : Vlietoever | 3,435 | 720 | 100.0 % | 720 | |
| VLIETOEVER - BORNEM | 2012 | 3,435 | 720 | 100.0 % | 720 |
| Operator : Vulpia | 18,841 | 2,737 | 100.0 % | 2,737 | |
| CHARTREUSE - LIÈGE/LUIK* | 2015 | 11,013 | 1,454 | 100.0 % | 1,454 |
| CLOS BIZET - ANDERLECHT | 2017 | 7,828 | 1,282 | 100.0 % | 1,282 |
| Operator : Zwaluw | 4,494 | 672 | 100.0 % | 672 | |
| ZWALUW - GALMAARDEN | 2002 | 4,494 | 672 | 100.0 % | 672 |
| France | 305,725 | 41,414 | 99.6 % | 41,564 | |
| Operator : Clariane (Korian) | 151,410 | 20,659 | 100.0 % | 20,659 | |
| ASTRÉE - SAINT-ÉTIENNE* | 2006 | 3,936 | 475 | 100.0 % | 475 |
| BROCÉLIANDE - CAEN* | 2003 | 4,914 | 936 | 100.0 % | 936 |
| BRUYÈRES - LETRA* | 2009 | 5,374 | 675 | 100.0 % | 675 |
| CANAL DE L'OURCQ - PARIS* | 1980 (2004) | 4,550 | 1,023 | 100.0 % | 1,023 |
| CLAUDE DEBUSSY - CARNOUX-EN-PROVENCE* | 1996 | 3,591 | 407 | 100.0 % | 407 |
| DOMAINES DE VONTES - ESVRES-SUR-INDRE* | 1967 (2015) | 8,209 | 702 | 100.0 % | 702 |
| ESTRAN - SIOUVILLE-HAGUE* | 1976 (2004) | 8,750 | 769 | 100.0 % | 769 |
| FRONTENAC - BRAM* | 1990 (2014) | 3,388 | 315 | 100.0 % | 315 |
| GRAND MAISON - L'UNION* | 1992 (2009) | 6,338 | 864 | 100.0 % | 864 |
| L'ERMITAGE - LOUVIERS* | 2007 | 4,013 | 539 | 100.0 % | 539 |
| LA VERNÈDE - CONQUES-SUR-ORBIEL* | 1992 (1998) | 3,789 | 580 | 100.0 % | 580 |
| LE CLOS DU MURIER - FONDETTES* | 2008 | 4,510 | 642 | 100.0 % | 642 |
| LE JARDIN DES PLANTES - ROUEN* | 2004 | 3,000 | 303 | 100.0 % | 303 |
| LES AMARANTES - TOURS* | 1996 | 4,208 | 527 | 100.0 % | 527 |
| LES DEUX MERS - SARZEAU (AUTOMNE)* | 1994 | 2,482 | 464 | 100.0 % | 464 |
| LES FAUVETTES - VILLARS-LES-DOMBES (AUTOMNE)* | 1992 | 2,889 | 450 | 100.0 % | 450 |
| LES HAUTS D’ANDILLY - ANDILLY* | 2008 | 3,069 | 547 | 100.0 % | 547 |
| LES HAUTS DE JARDY - VAUCRESSON* | 2008 | 4,373 | 797 | 100.0 % | 797 |
| LES HAUTS DE L'ABBAYE - MONTIVILLIERS* | 2008 | 4,572 | 576 | 100.0 % | 576 |
| LES JARDINS DE L’ANDELLE - PERRIERS-SUR-ANDELLE* | 2009 | 3,348 | 493 | 100.0 % | 493 |
| LES LUBÉRONS - LE PUY-SAINTE-RÉPARADE* | 1990 (2016) | 6,414 | 709 | 100.0 % | 709 |
| LES OLIVIERS - LE PUY-SAINTE-RÉPARADE* | 1990 | 4,130 | 520 | 100.0 % | 520 |
| MEUNIÈRES - LUNEL* | 1988 | 4,275 | 790 | 100.0 % | 790 |
| MONTPRIBAT - MONFORT-EN-CHALOSSE* | 1972 (1999) | 5,364 | 664 | 100.0 % | 664 |
| PAYS DE SEINE - BOIS-LE-ROI* | 2004 (2010) | 6,496 | 1,361 | 100.0 % | 1,361 |
| POMPIGNANE - MONTPELLIER* | 1972 | 6,201 | 944 | 100.0 % | 944 |
| ROUGEMONT - LE MANS* | 2006 | 5,986 | 605 | 100.0 % | 605 |
| SAINT GABRIEL - GRADIGNAN* | 2008 | 6,274 | 848 | 100.0 % | 848 |
| VILLA DES REMES - REIMS (AUTOMNE)* | 1990 | 3,552 | 678 | 100.0 % | 678 |
| VILLA EYRAS - HYÈRES* | 1991 | 7,636 | 737 | 100.0 % | 737 |
| WILLIAM HARVEY - SAINT-MARTIN-D'AUBIGNY* | 1989 (2016) | 5,779 | 722 | 100.0 % | 722 |
| Operator : Colisée Patrimoine Groupe | 6,344 | 918 | 100.0 % | 918 | |
| BLEU D'AZUR - CANNES LA BOCCA* | 2004 | 3,114 | 466 | 100.0 % | 466 |
| CAUX DU LITTORAL - NEVILLE* | 1950 (2016) | 3,230 | 452 | 100.0 % | 452 |
| Operator : French Red Cross | 87,127 | 10,161 | 100.0 % | 10,161 | |
| CMCR LYON MASSUES - LYON* | 1960 (2018) | 35,039 | 2,859 | 100.0 % | 2,859 |
| CMPR BEL AIR - LA MEMBROLLE SUR CHOISILLE* | 1985 (2012) | 12,927 | 1,617 | 100.0 % | 1,617 |
| CRF RICHELIEU - LA ROCHELLE* | 2004 (2010) | 9,659 | 1,060 | 100.0 % | 1,060 |
| HE MARGENCY - MARGENCY* | 1998 (2004) | 11,648 | 2,199 | 100.0 % | 2,199 |
| SSR BOIS-GUILLAUME - BOIS-GUILLAUME* | 2000 (2019) | 8,344 | 1,069 | 100.0 % | 1,069 |
| SSR SAINT-ALBAN - SAINT-ALBAN-LEYSSE* | 2014 | 9,511 | 1,357 | 100.0 % | 1,357 |
| Operator : DomusVi | 29,851 | 4,115 | 100.0 % | 4,115 | |
| JARDINS D'ELODIE - LE HAVRE* | 2010 | 6,283 | 1,144 | 100.0 % | 1,144 |
- The ‘Contractual rents’ section comprises the reconstitution of sold and discounted lease payments and, if applicable, the share of unsold lease payments (see Note 22).
- Occupancy rate is calculated as follows : contractual rents / (contractual rents + estimated rental value on unlet premises).
- 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.
162 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 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)
163 SECTION 6 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)
- On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.# SECTION 6 | PROPERTY REPORT | CONSOLIDATED REAL ESTATE PORTFOLIO
| Property | Year of construction (last renovation/ extension) | Surface area (in m²) | A Contractual rents (x 1,000 EUR) | C = A/B Occupancy rate | B Rents + ERV on unlet premises (x 1,000 EUR) |
|---|---|---|---|---|---|
| Operator : Orpea | 25,990 | 5,341 | 100.0 % | ||
| BELLOY - BELLOY* | 1991 (2009) | 2,559 | 512 | 100.0 % | 512 |
| CLINIQUE DE LA POINTE - REVIN (WALDECK ROUSSEAU)* | 2022 | 5,627 | 858 | 100.0 % | 858 |
| HAUT CLUZEAU - CHASSENEUIL* | 2007 | 2,512 | 454 | 100.0 % | 454 |
| LA JONCHÈRE - RUEIL-MALMAISON* | 2007 | 3,731 | 757 | 100.0 % | 757 |
| LA LOVIERE - LOUVIERS (LA RAVINE)* | 1968 (2009) | 3,600 | 723 | 100.0 % | 723 |
| LE CLOS SAINT SÉBASTIEN - SAINT-SÉBASTIEN-SUR-LOIRE* | 2005 | 3,697 | 532 | 100.0 % | 532 |
| MUSICIENS - PARIS* | 2004 (2020) | 4,264 | 1,505 | 100.0 % | 1,505 |
| Operator : Philogeris | 2,803 | 220 | 100.0 % | ||
| CUXAC - CUXAC-CABARDES* | 1989 | 2,803 | 220 | 100.0 % | 220 |
| Vide France | 2,200 | 0 | 0.0 % | ||
| CHAMPGAULT - ESVRES-SUR-INDRE* | 1972 (1982) | 2,200 | 0 | 0.0 % | 150 |
| The Netherlands | 200,694 | 31,023 | 99.1 % | ||
| Assets directly leased to healthcare professionals | 48,774 | 7,174 | 98.1 % | ||
| BIJLMERDREEF 1169 - AMSTERDAM* | 2000 (2013) | 2,469 | 492 | 100.0 % | 492 |
| BIRDAARDERSTRAATWEG 70-70 A - DOKKUM* | 1980 (2015) | 15,693 | 1,144 | 97.8 % | 1,169 |
| BURGEMEESTER MAGNEESTRAAT 12 - BERGEIJK* | 1991 (2020) | 2,946 | 478 | 91.8 % | 521 |
| DODEWAARDLAAN 5-15 - TIEL* | 2009 | 3,951 | 563 | 100.0 % | 563 |
| FRANCIJNTJE DE KADTLAAN 44 - VLAARDINGEN* | 2019 | 1,320 | 309 | 100.0 % | 309 |
| FRANS ERENSSTRAAT 12 - SITTARD* | 2023 | 1,681 | 283 | 100.0 % | 283 |
| KONINGIN MAXIMALAAN 30 - UITHOORN* | 2013 | 3,223 | 757 | 100.0 % | 757 |
| KORTE MUIDERWEG 2-2 A WEESP* | 1991 (2019) | 2,569 | 462 | 100.0 % | 462 |
| MOERGESTELSEWEG 22-26 - OISTERWIJK* | 2008 | 1,561 | 266 | 94.4 % | 281 |
| MOERGESTELSEWEG 32 - OISTERWIJK* | 2007 | 1,768 | 325 | 97.9 % | 332 |
| MOERGESTELSEWEG 34 - OISTERWIJK* | 2002 | 1,625 | 247 | 93.6 % | 264 |
| OOSTERKERKSTRAAT 1 - LEIDEN* | 2012 | 1,813 | 305 | 100.0 % | 305 |
| OOSTERSTRAAT 1 - BAARN* | 1963 (2011) | 1,423 | 233 | 100.0 % | 233 |
| ORANJEPLEIN 2 A-H - GOIRLE* | 2013 | 1,854 | 353 | 100.0 % | 353 |
| PRINSENHOEVEN 20-48 - TILBURG* | 2011 | 2,257 | 469 | 93.8 % | 500 |
| TORENZICHT 26 - EEMNES* | 2011 | 1,055 | 208 | 100.0 % | 208 |
| ZOOMWIJCKPLEIN 9-13-15 - OUD BEIJERLAND* | 2018 | 1,566 | 278 | 100.0 % | 278 |
| Operator : Algemene Stichting Voor Zorg en dienstverlening (Stichting ASVZ) | 1,409 | 216 | 100.0 % | ||
| GANTELWEG - SLIEDRECHT* | 2011 | 1,409 | 216 | 100.0 % | 216 |
| Operator : Amphia | 0 | 829 | 100.0 % | ||
| MOLENGRACHT 20 - BREDA (AMPHIA)* | 2016 | 0 | 829 | 100.0 % | 829 |
| Operator : Bergman Clinics | 14,529 | 2,620 | 100.0 % | ||
| BRAILLELAAN 5 - RIJSWIJK* | 2013 (2019) | 2,133 | 307 | 100.0 % | 307 |
| BRAILLELAAN 10 - RIJSWIJK* | 2020 | 3,917 | 713 | 100.0 % | 713 |
| RIJKSWEG 69-69 A - NAARDEN* | 2010 | 5,821 | 1,254 | 100.0 % | 1,254 |
| RUBENSSTRAAT 165-173 - EDE* | 1991 (2014) | 2,658 | 346 | 100.0 % | 346 |
| Operator : DC Klinieken | 3,152 | 534 | 100.0 % | ||
| KRIMKADE 20 - VOORSCHOTEN* | 1992 | 1,181 | 248 | 100.0 % | 248 |
| LOUIS ARMSTRONGWEG 28 - ALMERE* | 2000 | 1,971 | 286 | 100.0 % | 286 |
| Operator : Domus Magnus | 3,342 | 1,254 | 100.0 % | ||
| LAURIERSGRACHT 49-65 - AMSTERDAM* | 1968 (2010) | 3,342 | 1,254 | 100.0 % | 1,254 |
| Operator : Fundis | 18,531 | 2,151 | 100.0 % | ||
| BRECHTZIJDE 20 - ZOETERMEER* | 1997 (2008) | 9,059 | 699 | 100.0 % | 699 |
| VAN BEETHOVENLAAN 60 - ROTTERDAM* | 1966 (2022) | 9,472 | 1,453 | 100.0 % | 1,453 |
| Operator : Gemiva | 3,873 | 629 | 100.0 % | ||
| CASTORSTRAAT 1-91 - ALPHEN AAN DEN RIJN* | 2016 | 3,873 | 629 | 100.0 % | 629 |
| Operators : Het Baken, Estea & Hof van Blom | 5,182 | 735 | 100.0 % | ||
| HOF VAN BLOM 5-7 - HATTEM* | 2021 | 5,182 | 735 | 100.0 % | 735 |
| Operator : DomusVi Group | 5,465 | 1,056 | 100.0 % | ||
| KLOOSTERSTRAAT 11 B5-11 C5 - BAVEL* | 2017 | 2,142 | 431 | 100.0 % | 431 |
| RIJKSSTRAATWEG 150 - TWELLO* | 2016 | 3,323 | 625 | 100.0 % | 625 |
| Operator : Sevagram | 14,700 | 1,385 | 100.0 % | ||
| HENRI DUNANTSTRAAT 3 - HEERLEN (DE PLATAAN)* | 2017 | 14,700 | 1,385 | 100.0 % | 1,385 |
| Operator : Stichting Attent Zorg en Behandeling | 1,795 | 259 | 100.0 % | ||
| KASTANJEHOF 2 - VELP* | 2012 | 1,795 | 259 | 100.0 % | 259 |
| Operator : Stichting Gezondheidszorg Eindhoven | 2,237 | 424 | 100.0 % | ||
| TILBURGSEWEG-WEST 100 - EINDHOVEN* | 2015 | 2,237 | 424 | 100.0 % | 424 |
| Operator : Stichting Haagse Wijk- en Woonzorg (HWW) | 4,841 | 859 | 100.0 % | ||
| CHRISTOFFEL PLANTIJNSTRAAT 3 - DEN HAAG* | 1986 (2021) | 4,841 | 859 | 100.0 % | 859 |
| Operator : Stichting JP van den Bent | 1,564 | 217 | 100.0 % | ||
| HOF VAN ARKEL - TIEL* | 2012 | 1,564 | 217 | 100.0 % | 217 |
| Operator : Stichting Leger des Heils | 1,181 | 113 | 100.0 % | ||
| NIEUWE STATIONSTRAAT 28 - EDE* | 1985 (2007) | 1,181 | 113 | 100.0 % | 113 |
| Operator : Stichting Pantein | 3,809 | 782 | 100.0 % | ||
| DR. KOPSTRAAT 2 - BEUGEN* | 2011 | 3,809 | 782 | 100.0 % | 782 |
| Operator : Stichting Philadelphia Zorg | 7,250 | 878 | 100.0 % | ||
| BARONIE 149-197 - ALPHEN AAN DEN RIJN* | 2016 | 2,000 | 218 | 100.0 % | 218 |
| KONINGIN MAXIMASTRAAT 1-67 - LOPIK* | 2015 | 2,883 | 300 | 100.0 % | 300 |
| WIJNKOPERSTRAAT 90-94 - GORINCHEM* | 2019 | 2,367 | 360 | 100.0 % | 360 |
| Operator : Stichting Rijnstate | 3,591 | 524 | 100.0 % | ||
| MARGA KLOMPELAAN 6 - ARNHEM* | 1994 | 3,591 | 524 | 100.0 % | 524 |
| Operator : Stichting Saffier | 8,694 | 1,384 | 100.0 % | ||
| FLORIS ARNTZENIUSPLEIN 61-65 - DEN HAAG* | 2004 | 8,694 | 1,384 | 100.0 % | 1,384 |
| Operator : Stichting Siza | 2,598 | 401 | 100.0 % | ||
| ARNHEMSESTRAATWEG 5-7 - VELP* | 2015 | 2,598 | 401 | 100.0 % | 401 |
| Operators : Stichting Sozorg & DomusVi Group | 3,074 | 600 | 100.0 % | ||
| DE RIDDERVELDEN - GOUDA* | 2014 | 3,074 | 600 | 100.0 % | 600 |
| Operator : Stichting tanteLouise | 16,652 | 2,607 | 100.0 % | ||
| VEILINGDREEF 6 - BERGEN OP ZOOM* | 2010 | 16,652 | 2,607 | 100.0 % | 2,607 |
| Operator : Stichting Tergooi | 5,535 | 1,500 | 100.0 % | ||
| LAAN VAN TERGOOI 8 - HILVERSUM* | 2023 | 5,535 | 1,500 | 100.0 % | 1,500 |
| Operator : Stichting Zorgaccent | 15,029 | 1,227 | 89.1 % | ||
| DAHLIASTRAAT 1 - NIJVERDAL* | 2006 | 4,063 | 373 | 100.0 % | 373 |
| REGGEWEG - HELLENDOORN* | 1974 (2010) | 10,966 | 854 | 85.0 % | 1,004 |
| Operator : Stichting Zorggroep Noordwest-Veluwe | 3,887 | 667 | 100.0 % | ||
| VAN ASSELTLAAN 2 - ERMELO (ARCADE NW)* | 2014 | 3,887 | 667 | 100.0 % | 667 |
| Germany | 400,958 | 48,536 | 97.6 % | ||
| Operator : Alloheim | 22,264 | 2,686 | 100.0 % | ||
| AUF DER ALTEN BAHN 10 - BICKENBACH* | 2011 | 6,638 | 812 | 100.0 % | 812 |
| BACHSTELZENRING 3 - NIEBÜLL* | 1997 | 6,289 | 581 | 100.0 % | 581 |
| RAIFFEISENSTRAßE 2 - ESSENHEIM I* | 2007 | 5,903 | 820 | 100.0 % | 820 |
| WACKERNHEIMER STRAßE 42 - ESSENHEIM II* | 2014 | 3,434 | 473 | 100.0 % | 473 |
| Operator : Aspria | 18,836 | 5,387 | 100.0 % | ||
| HOFWEG 40 - HANNOVER (MASCHSEE)* | 2012 | 7,800 | 2,611 | 100.0 % | 2,611 |
| RUDOLF-VON-BENNIGSEN-UFER 83 - HAMBURG (UHLENHORST)* | 2009 | 11,036 | 2,776 | 100.0 % | 2,776 |
| Operator : Azurit Rohr | 39,801 | 4,399 | 99.7 % | ||
| DR. SCHEIDERSTRAßE 29 - RIESA* | 2018 | 6,538 | 945 | 100.0 % | 945 |
| GAUßSTRAßE 5 - CHEMNITZ* | 2004 | 7,751 | 824 | 100.0 % | 824 |
| JOSEPH-KEHREIN-STRAßE 1-3 - MONTABAUR* | 2003 (2015) | 11,615 | 1,208 | 98.8 % | 1,223 |
| RATZELSTRAßE 103 - LEIPZIG* | 2022 | 7,180 | 819 | 100.0 % | 819 |
| UNTERE AKTIENSTRAßE 2-4 - CHEMNITZ* | 2007 | 6,717 | 603 | 100.0 % | 603 |
| Operator : Clariane (Korian) | 47,655 | 4,249 | 100.0 % | ||
| AUF DER HUDE 60 - LÜNEBURG* | 2004 | 6,100 | 734 | 100.0 % | 734 |
| BERNHARD-WITTE-STRASSE 2 - WADERSLOH* | 2015 | 4,963 | 517 | 100.0 % | 517 |
| GRENZSTRAßE 12 - PFORZHEIM* | 2006 | 8,589 | 870 | 100.0 % | 870 |
| HIRSCHHALDE 1 - BAD DÜRRHEIM* | 1890 (1992) | 11,622 | 850 | 100.0 % | 850 |
| RIESEBUSCH 2 - BAD SCHWARTAU* | 1987 | 9,740 | 500 | 100.0 % | 500 |
| TRINENKAMP 17 - GELSENKIRCHEN* | 1998 | 6,641 | 778 | 100.0 % | 778 |
| Operator : Curata | 19,591 | 1,717 | 100.0 % | ||
| BURG BINSFELD - NÖRVENICH* | 1533 (1993) | 8,146 | 964 | 100.0 % | 964 |
| HÄHNER WEG 5 - REICHSHOF-DENKLINGEN* | 1900 (1998) | 7,604 | 667 | 100.0 % | 667 |
| SCHLOßFREIHEIT 3 - NEUSTADT-GLEWE* | 1997 | 3,841 | 86 | 100.0 % | 86 |
| Operator : Domus Cura | 3,086 | 828 | 100.0 % | ||
| SCHÖNE AUSSICHT 2 - NEUNKIRCHEN* | 2009 | 3,086 | 828 | 100.0 % | 828 |
| Operator : Incura | 6,475 | 820 | 100.0 % | ||
| FREIENSEHNERSTRAßE 9 - LINDENFELS* | 1980 (2008) | 6,475 | 820 | 100.0 % | 820 |
| Operator : Kaiser Karl Klinik (Med Nation AG) | 11,881 | 1,500 | 100.0 % | ||
| GRAURHEINDORFER STRAßE 137 - BONN (KAISER KARL KLINIK)* | 1995 (2013) | 11,881 | 1,500 | 100.0 % | 1,500 |
| Operator : M.E.D. Gesellschaft für Altenpflege | 4,602 | 650 | 100.0 % | ||
| RESIDENZWEG 2 - CALAU* | 2015 | 4,602 | 650 | 100.0 % | 650 |
| Operator : Mohring Gruppe | 10,513 | 980 | 100.0 % | ||
| WESTSTRAßE 12-20 - BAD SASSENDORF* | 1968 (2013) | 10,513 | 980 | 100.0 % | 980 |
| Operator : Newcare | 2,940 | 413 | 100.0 % | ||
| AM STEIN 20 - NEUSTADT-WESTERWALD* | 2012 | 2,940 | 413 | 100.0 % | 413 |
| Operator : Noventus (Novent) | 4,691 | 495 | 100.0 % | ||
| AM EXERZIERPLATZ 26 - NIENBURG* | 1993 (1999) | 4,691 | 495 | 100.0 % | 495 |
| Operator : Oberberg | 8,036 | 1,486 | 100.0 % | ||
| AM SANDFELD 34 - KAARST* | 2020 | 8,036 | 1,486 | 100.0 % | 1,486 |
| Operator : Orpea 1 Germany | 50,088 | 5,989 | 100.0 % | ||
| AM KASTANIENPARK 2 & 24 - WIESMOOR* | 1997 (2019) | 4,926 | 578 | 100.0 % | 578 |
| FOCKENBOLLWERKSTRAßE 31 - AURICH* | 1994 (2020) | 4,858 | 615 | 100.0 % | 615 |
| KURPROMENADE 6-8 - BAD LANGENSALZA* | 1998 | 13,471 | 1,271 | 100.0 % | 1,271 |
| FREMERSBERGSTRAßE 113 - BADEN-BADEN (NEXUS KLINIK)* | 1896 (2005) | 4,706 | 934 | 100.0 % | 934 |
| PROF.-KURT-SAUER-STRAßE 4 - BAD SCHÖNBORN* | 1997 (2020) | 17,450 | 1,988 | 100.0 % | 1,988 |
| TANNENFELD 1 - BRUCHMUHLBACH* | 2010 | 4,677 | 602 | 100.0 % | 602 |
| Operator : Schönes Leben | 45,655 | 6,408 | 100.0 % | ||
| ALTE HEERSTRAßE / GOLDAMMERWEG - KAARST* | 2023 | 12,528 | 1,831 | 100.0 % | 1,831 |
| AM WALLGRABEN 29 - JÜLICH* | 2006 (2022) | 5,944 | 774 | 100.0 % | 774 |
| DÜSSELDORFER STRAßE - JÜLICH* | 2022 | 8,602 | 1,103 | 100.0 % | 1,103 |
| GREFRATHER STRAßE 106 - VIERSEN* | 2023 | 2,140 | 258 | 100.0 % | 258 |
| GREFRATHER STRAßE 90-116 - VIERSEN* | 2023 | 16,441 | 2,442 | 100.0 % | 2,442 |
| Operator : Stella Vitalis | 88,031 | 10,528 | 100.0 % | ||
| AM TANNENWALD |
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) |
|---|---|---|---|---|
| 6 - SWISTTAL* | 2018 | 5,081 | 638 | 100.0 % |
| BAHNHOFSTRAßE 10 - HAAN* | 2010 | 5,656 | 795 | 100.0 % |
| BIRKSTRAßE 41 - LECK* | 1999 (2000) | 4,407 | 365 | 100.0 % |
| BRESLAUER STRAßE 2 - WEIL AM RHEIN* | 2015 | 5,789 | 647 | 100.0 % |
| BRUNNENSTRAßE 6 A - LUNDEN* | 1999 (2002) | 8,153 | 521 | 100.0 % |
| BUCHAUWEG 22 - SCHAFFLUND* | 1998 (2004) | 3,881 | 467 | 100.0 % |
| DORSTENER STRAßE 12 - BOCHUM* | 2010 | 5,120 | 817 | 100.0 % |
| EPPMANNSWEG 76 - GELSENKIRCHEN* | 2017 | 5,074 | 591 | 100.0 % |
| ESCHWEILER STRAßE 2 - ALSDORF* | 2010 | 5,302 | 741 | 100.0 % |
| FÖRSTEREIWEG 6 - ASCHEFFEL* | 1991 (1997) | 4,925 | 377 | 100.0 % |
| GROßER GARTEN 1 - FRIEDRICHSTADT* | 2017 | 5,590 | 645 | 100.0 % |
| JUPITERSTRAßE 28 - DUISBURG-WALSUM* | 2007 | 4,420 | 689 | 100.0 % |
| KÖLNER STRAßE 54-56 - WEILERWIST* | 2016 | 4,205 | 638 | 100.0 % |
| OSTERENDE 5 - VIÖL* | 2002 | 3,099 | 280 | 100.0 % |
| OSTERFELD 3 - GOSLAR* | 2014 (2015) | 5,880 | 535 | 100.0 % |
| OSTRING 100 - BOTTROP* | 2008 | 4,377 | 634 | 100.0 % |
| SEESTRAßE 28-30 - ERFSTADT* | 2008 | 7,072 | 1,145 | 100.0 % |
| Vide Germany | 16,813 | 0 | 0.0 % | |
| HERZOG-JULIUS-STRAßE 93 - BAD HARZBURG* | 1870 (2010) | 12,459 | 0 | 0.0 % |
| LANGE STRAßE 5-7 - LANGELSHEIM* | 2004 | 4,354 | 0 | 0.0 % |
| Spain | 155,888 | 14,543 | 100.0 % | |
| Operator : Amavir | 13,746 | 1,233 | 100.0 % | |
| CABARCENO 4 - SARRIGUREN* | 2022 | 7,996 | 690 | 100.0 % |
| MAYORAZGO 14 - VALLECAS* | 2022 | 5,750 | 543 | 100.0 % |
| Operator : Clece | 34,411 | 4,169 | 100.0 % | |
| BARCELONA 11 - CASTELLÓN* | 2022 | 4,056 | 483 | 100.0 % |
| EMILIA PARDO BAZAN 116 - VIGO* | 2021 | 5,373 | 521 | 100.0 % |
| ERNESTO CHE GUEVARA 162 - OLEIROS* | 2021 | 4,816 | 704 | 100.0 % |
| JAUME II 57 - LERIDA* | 2022 | 5,882 | 800 | 100.0 % |
| MARIANO SANZ 39 - CARTAGENA* | 2022 | 7,491 | 798 | 100.0 % |
| MATERNITAT D’ELNA 1 - TARRAGONA* | 2023 | 6,793 | 864 | 100.0 % |
| Operator : DomusVi | 68,107 | 5,887 | 100.0 % | |
| ACCESO IV PLANT 41 - SAGUNT* | 1985 (2001) | 5,544 | 588 | 100.0 % |
| AMAPOLA 38 - VALDEPENAS* | 1998 | 5,677 | 220 | 100.0 % |
| AMETLLER 6 - HOSPITALET DE LLOBREGAT* | 2005 | 5,968 | 699 | 100.0 % |
| ANTEQUERA 8 - BARCELONA* | 2002 | 4,370 | 623 | 100.0 % |
| CASSERRES 1 - PUIG REIG* | 1995 (2008) | 6,794 | 865 | 100.0 % |
| FRANCISCO VITORIA 24 - VALLADOLID* | 2013 | 9,246 | 685 | 100.0 % |
| MARE DE DEU DEL COLL 22 - BARCELONA* | 1997 | 7,300 | 848 | 100.0 % |
| MEJORANA 100 - ALHAURIN DE LA TORRE* | 1997 (2006) | 6,107 | 261 | 100.0 % |
| MORALEJA 1 - VILLARALBO* | 2007 | 7,006 | 290 | 100.0 % |
| PARTIDA GRAO - ALPICAT* | 1996 (2001) | 3,964 | 578 | 100.0 % |
| POLIGONO SANTA BARBARA - THARSIS* | 1994 (2002) | 6,131 | 231 | 100.0 % |
| Operator : Emera | 4,297 | 562 | 100.0 % | |
| VILLAROBLEDO 19 - MADRID* | 2022 | 4,297 | 562 | 100.0 % |
| Operator : Orpea 1 Spain | 10,627 | 966 | 100.0 % | |
| CAPUCHINOS 85 - CASTELLÓN* | 2020 | 6,100 | 487 | 100.0 % |
| ZABALBIDE - BILBAO* | 2021 | 4,527 | 479 | 100.0 % |
| Operator : Grupo Reifs | 24,700 | 1,727 | 100.0 % | |
| CONSTELACIÓN CORONA AUSTRAL 1 - UTRERA* | 2004 | 7,067 | 624 | 100.0 % |
| MARTIN DE GAINZA 12 - ALCALÁ DE GUADAÍRA* | 2004 | 7,870 | 508 | 100.0 % |
| SAN LUCAR 20 - PUERTO SANTA MARIA* | 2022 | 9,763 | 595 | 100.0 % |
| Finland | 36,463 | 7,476 | 100.0 % | |
| Operator : Attendo | 4,159 | 812 | 100.0 % | |
| PUNAKIVENTIE 19 – HELSINKI* | 2023 | 4,159 | 812 | 100.0 % |
| Operator : Esperi Care | 2,747 | 707 | 100.0 % | |
| HARRIKUJA 8 - VANTAA* | 2021 | 2,747 | 707 | 100.0 % |
| Operator : Familar | 1,448 | 340 | 100.0 % | |
| PAPPILANTIE 4 B - ASKOLA* | 2019 | 726 | 172 | 100.0 % |
| RAUTATIENKATU 4 - LITTI* | 2019 | 722 | 168 | 100.0 % |
| Operator : Ikifit | 9,116 | 1,737 | 100.0 % | |
| BONETTIPOLKU 1 - TURKU* | 2022 | 2,467 | 431 | 100.0 % |
| KAUPINKATU 2 - RAISIO* | 2023 | 4,999 | 942 | 100.0 % |
| TAIMITIE 3 - YLOJARVI* | 2022 | 1,650 | 364 | 100.0 % |
| Operator : Kepakoti | 1,079 | 275 | 100.0 % | |
| FYNDVÄGEN 4 - SIPOO* | 2020 | 1,079 | 275 | 100.0 % |
| Operator : Medivida Hoiva | 1,200 | 281 | 100.0 % | |
| HEINOLANTIE 506 B - LAHTI* | 2020 | 1,200 | 281 | 100.0 % |
| Operator : Mehiläinen | 4,549 | 1,129 | 100.0 % | |
| VAASANPUISTIKKO 22 - VAASA* | 2021 | 4,549 | 1,129 | 100.0 % |
| Operator : Nonna | 10,822 | 1,899 | 100.0 % | |
| AALLONMURTAJANKATU 3 - KUOPIO* | 2023 | 4,212 | 787 | 100.0 % |
| FLEMINGINKATU 9 - TURKU* | 2022 | 3,741 | 697 | 100.0 % |
| RIISTATIE 3 B - ROVANIEMI* | 2022 | 2,869 | 415 | 100.0 % |
| Operator : Pilke Päiväkodit | 590 | 126 | 100.0 % | |
| MANTTAALITIE 8 - LEMPÄÄLÄ* | 2021 | 590 | 126 | 100.0 % |
| Operator : Sefiko | 753 | 171 | 100.0 % | |
| PORTTILANTIE 5 - TERVAKOSKI* | 2019 | 753 | 171 | 100.0 % |
| Ireland | 41,976 | 5,654 | 100.0 % | |
| Operator : DomusVi | 39,244 | 5,254 | 100.0 % | |
| CAIRN HILL WESTMINSTER ROAD - CORNELSCOURT* | 1999 | 1,742 | 490 | 100.0 % |
| DRUMALEE - CAVAN* | 2007 | 8,540 | 453 | 100.0 % |
| MALAHIDE ROAD - BALGRIFFIN* | 2001 | 6,998 | 1,266 | 100.0 % |
| SEA ROAD - CASTLEBELLINGHAM* | 2002 | 2,520 | 623 | 100.0 % |
| STAMULLEN ROAD - GORMANSTON* | 2000 | 10,367 | 736 | 100.0 % |
| STOCKHOLE LANE - CLOGHRAN* | 2016 | 4,956 | 1,087 | 100.0 % |
| THE CURRAGH - SUNCROFT* | 2000 | 4,121 | 598 | 100.0 % |
| Operator : Mowlam | 2,732 | 400 | 100.0 % | |
| CASTLETROY - LIMERICK* | 2008 | 2,732 | 400 | 100.0 % |
| Italy | 75,873 | 12,224 | 100.0 % | |
| Operator : Clariane (Korian) | 24,640 | 4,511 | 100.0 % | |
| CRESCITELLI 1 - MONZA* | 1980 (1997) | 9,196 | 1,635 | 100.0 % |
| IPPOCRATE 18 - MILAN* | 2005 | 15,444 | 2,876 | 100.0 % |
| Operator : Codess Sociale | 12,898 | 1,690 | 100.0 % | |
| BOCCACCIO 96 - PADUA* | 2000 (2012) | 12,898 | 1,690 | 100.0 % |
| Operator : Colisée Patrimoine Groupe | 10,960 | 1,166 | 100.0 % | |
| MARIA TERESA FORNASIO 30 - BEINASCO* | 2021 | 4,410 | 477 | 100.0 % |
| VERBANO 289 - NOVARA* | 2021 | 6,550 | 689 | 100.0 % |
| Operator : Kos | 27,375 | 4,856 | 100.0 % | |
| DON LUIGI UBOLDI 40 - BOLLATE* | 2003 | 7,210 | 1,158 | 100.0 % |
| SAN FAUSTINO 21 - MILAN* | 2003 | 7,588 | 1,391 | 100.0 % |
| SAN FAUSTINO 27 - MILAN* | 2003 | 12,577 | 2,307 | 100.0 % |
| United Kingdom | 10,218 | 3,611 | 100.0 % | |
| Operator : Country Court Care Homes | 10,218 | 3,611 | 100.0 % | |
| ELBA GATE - MILTON KEYNES* | 2017 | 3,396 | 1,188 | 100.0 % |
| FERRARS ROAD 14 - HUNTINGDON* | 2016 | 3,396 | 1,216 | 100.0 % |
| PRINCES AVE - WELWYN GARDEN* | 2018 | 3,426 | 1,208 | 100.0 % |
| OFFICES | 287,653 | 58,132 | 93.8 % | |
| Brussels’ CBD | 140,319 | 35,826 | 97.0 % | |
| ARTS/KUNST 27* | 1977 (2009) | 3,734 | 1,066 | 97.9 % |
| ARTS/KUNST 46* | 1966 (1998) | 11,516 | 2,628 | 96.5 % |
| ARTS/KUNST 47-49* | 1977 (2022) | 7,283 | 1,752 | 94.7 % |
| ARTS /KUNST 19 H (QUARTZ)* | 2020 | 9,186 | 2,483 | 100.0 % |
| AUDERGHEM 22-28* | 2004 | 5,853 | 1,299 | 87.6 % |
| BELLIARD 40* | 2018 | 20,323 | 6,019 | 98.6 % |
| GUIMARD 10-12* | 1980 (2015) | 10,410 | 2,898 | 100.0 % |
| LIGNE 13* | 2007 | 3,693 | 642 | 75.0 % |
| LOI/WET 34* | 2001 | 6,882 | 1,381 | 97.8 % |
| LOI/WET 56* | 2008 | 9,484 | 2,007 | 100.0 % |
| LOI/WET 227* | 1976 (2009) | 5,915 | 1,647 | 98.3 % |
| LUXEMBOURG/LUXEMBURG 40* | 2007 | 7,522 | 1,636 | 100.0 % |
| MEEÛS 23 (+ parking)* | 2010 | 8,807 | 2,359 | 87.6 % |
| PORT/HAVEN 86 C* | 2014 | 16,725 | 4,551 | 100.0 % |
| TRÔNE/TROON 98* | 1986 | 5,757 | 1,345 | 99.1 % |
| TRÔNE/TROON 100* | 2020 | 7,229 | 2,113 | 99.5 % |
| Brussels decentralised | 78,516 | 12,524 | 89.2 % | |
| BOURGET 40* | 1998 (2020) | 14,263 | 1,727 | 100.0 % |
| BOURGET 42* | 2001 | 25,746 | 4,352 | 90.9 % |
| BOURGET 44* | 2001 | 14,049 | 2,088 | 83.5 % |
| BOURGET 50* | 1998 (2021) | 4,878 | 387 | 54.5 % |
| TERVUEREN/TERVUREN 270-272* | 1976 (2013) | 19,580 | 3,970 | 92.0 % |
| Brussels periphery | 36,635 | 4,032 | 79.1 % | |
| PARK LANE (10 buildings)* | 2000 | 36,635 | 4,032 | 79.1 % |
| Other regions | 32,183 | 5,750 | 98.0 % | |
| ALBERT I er 4 - CHARLEROI* | 1967 (2005) | 19,189 | 3,438 | 100.0 % |
| AMCA - AVENUE BUILDING* - ANTWERP | 2010 | 9,403 | 1,648 | 94.0 % |
| AMCA - LONDON TOWER (+ residential)* - ANTWERP | 2010 | 3,591 | 664 | 98.4 % |
| OFFICE BUILDING WITH SOLD LEASE RECEIVABLES | 4,137 | 541 | 100.0 % | |
| Brussels decentralised | 4,137 | 541 | 100.0 % | |
| COLONEL BOURG/KOLONEL BOURG 124* | 1988 (2009) | 4,137 | 541 | 100.0 % |
| PROPERTY OF DISTRIBUTION NETWORKS | 308,917 | 34,769 | 99.8 % | |
| Pubstone | 299,874 | 33,163 | 99.8 % | |
| Pubstone Belgium (651 buildings)* | 259,971 | 21,622 | 99.6 % | |
| Brussels | 39,322 | 4,423 | 99.7 % | |
| Flanders | 161,189 | 12,717 | 99.7 % | |
| Wallonia | 59,460 | 4,481 | 99.3 % | |
| Pubstone Netherlands (202 buildings)* | 39,903 | 11,541 | 100.0 % | |
| Other Belgium | 9,043 | 1,606 | 100.0 % | |
| KROONVELDLAAN 30 - DENDERMONDE | 2012 | 9,043 | 1,606 | 100.0 % |
| TOTAL PROPERTIES AVAILABLE FOR LEASE | 2,440,229 | 354,815 | 98.5 % | |
| HEALTHCARE DEVELOPMENT PROJECTS | 6,518 | 0 | ||
| Belgium | 0 | |||
| NEW SITELLES - GENAPPE | ||||
| France | 0 | |||
| VILLA BAUCIS - FONTAINEBLEAU* | ||||
| The Netherlands | 0 | |||
| RAADHUISSTRAAT 18-32 - HOOGERHEIDE* | ||||
| VOORSTRAAT 10 – VLIJMEN* | ||||
| Germany | 6,518 | |||
| OSTLICHE RINGSTRASSE 12 - INGOLSTADT* | 6,518 | |||
| Spain | 0 | |||
| ALLER B-2 A - OVIEDO* | ||||
| CALLAO 13 - MALLORCA* | ||||
| CLAVELES - MARACENA* | ||||
| DONANTES DE ÓRGANOS 16 - CÓRDOBA* | ||||
| GABRIEL MIRO 3 - DOS HERMANAS* | ||||
| ISLAS CANARIAS 98 - SANTA CRUZ DE TENERIFE* | ||||
| LIBERTAD - ELCHE* | ||||
| NOVELDA 26-28 - ALICANTE* | ||||
| PAU ALJAMAR 10 - TOMARES* | ||||
| PINADA 81-83 - MURCIA* | ||||
| RÍO ADRA - CASTELLÓN* | ||||
| VICENTE RISCO 18 - ORENSE* | ||||
| ZAMORA 43 - VALLADOLID* | ||||
| Finland | 0 | |||
| RIISTATIE 3 C - ROVIANIEMI II (RATAMESTARINKATU 7)* | ||||
| OFFICES DEVELOPMENT PROJECTS | 27,841 | |||
| LOI/WET 85* | 3,735 | |||
| LOI/WET 89* | 3,188 | |||
| MONTOYER 10* | 6,205 | |||
| STATIONSTRAAT 110 - MECHELEN* | 14,713 | |||
| DEVELOPMENT PROJECTS REAL ESTATE OF DISTRIBUTION NETWORKS | 0 | |||
| TENREUKEN | ||||
| LAND RESERVE HEALTHCARE |
- On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.
- A Contractual rents (x 1,000 EUR)
- B Rents + ERV on unlet premises (x 1,000 EUR)
- C = A/B
- Occupancy rate# REAL ESTATE
| NOORDDUIN - COXYDE/KOKSIJDE | 0 | 0 |
| ÖSTLICHE RINGSTRAßE 11 - INGOLSTADT* | 0 | 0 |
| SUR SEAUMONT - MARCHE-EN-FAMENNE | 0 | 0 |
| ZEVENBRONNEN - WALSHOUTEM | 0 | 0 |
| LAND RESERVE | 0 | 34 |
| OFFICES | 34 | |
| Brussels’ CBD | 31 | 31 |
| DE LIGNE* | 0 | 4 |
| EGMONT I * | 4 | 17 |
| EGMONT II * | 17 | 7 |
| LOI/WET 57* | 7 | 0 |
| LOUISE/LOUIZA 140* | 0 | 0 |
| MONTOYER 14* | 0 | 3 |
| MONTOYER 40* | 3 | 0 |
| SCIENCE 41* | 0 | 0 |
| Brussels decentralised | 0 | 2 |
| COCKX 8-10* | 2 | 0 |
| WOLUWE 34* | 0 | 2 |
| Other regions | 2 | 1 |
| MECHELEN STATION* | 1 | 0 |
| QUINTEN* | 0 | 0 |
| REGENT* | 0 | 0 |
| ROYAL HOUSE* | 0 | 0 |
| UITBREIDINGSTRAAT 2-8* | 0 | 0 |
| UITBREIDINGSTRAAT 10-16* | 0 | 1 |
| TOTAL PROPERTIES AVAILABLE FOR LEASE AND DEVELOPMENT PROJECTS | 1 | 2,474,588 |
| ASSETS HELD FOR SALE | 2,474,588 | 354,849 |
| Belgium | 98.5 % | 360,363 |
| SOUVERAIN/VORST 36* | 26,912 | 11,595 |
| WOLUWE 62* | 1998 | 8,310 |
| France | 1997 | 3,285 |
| HÉLIO MARIN - HYÈRES* | 15,317 | 1975 |
| VILLA NAPOLI - JURANÇON* | 12,957 | 1950 |
| CONSOLIDATED PORTFOLIO GRAND TOTAL | 2,360 | 2,501,500 |
171 SECTION 6 I PROPERTY REPORT I CONSOLIDATED REAL ESTATE PORTFOLIO
Market commentary
- All market commentaries were written in English by Cushman & Wakefield, CBRE, Colliers and Jones LangLasalle.
Healthcare real estate
As at 31 December 2023, the fair value of Cofinimmo’s consolidated healthcare real estate portfolio accounted for 75 % of the company’s total consolidated portfolio. In this segment, Cofinimmo owns properties worth nearly 4.7 billion EUR in nine countries, namely : Belgium, France, Germany, the Netherlands, Spain, Finland, Ireland, Italy and the United Kingdom. In total, Cofinimmo owns 316 healthcare properties having together a total capacity of nearly 30,500 beds.
The Belgian healthcare market
Demographic evolution and operator landscape in Belgium
According to the National Planning Bureau, the percentage of persons aged 65 and over in Belgium is increasing and will peak at 24.4 % of the population by 2040, representing 3.01 million people. The proportion of persons aged 80 and over was 5.5 % in 2023 and will gradually rise to reach 8.4 % 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. According to the latest estimations, 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 accommodation units will be needed by 2030 and of approximately 287,000 units by 2050. This represents an average annual growth of 5,000 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. Amongst the main private operators, we can mention Armonea, Vulpia, Clariane or Anima Care.
Market trends
The transaction volume in the healthcare sector over the year 2023 amounted to nearly 0.3 billion EUR, i.e a 52 % decrease compared to the previous year, due to lack of important transactions in the market segment. Approximately 81 % of the investment volumes refers to nursing and care homes. Local players, of which REITs and insurance companies, continue to dominate this market. However, 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, prime yields for nursing and care homes have slightly increased compared to 2022 to settle between 4.75 % and 5.25 % depending on the region.
The French healthcare market
Demographic evolution and operator landscape in France
As a direct consequence of the post-war baby-boom (1946 to 1976), the proportion of persons aged 65 or more 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 10,4 % in 2023 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. 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 2024, i.e., a 54 % increase. Needless to say that the proportion of care-dependent persons increases with age. According to the latest statistics available, France counts about 7 350 nursing and care homes offering together a total capacity of approximately 600,000 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 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.
Market trends
The transaction volume over the year 2023 amounted to nearly 700 million EUR, i.e a 45 % decrease compared to 2022. Approximately 30 % of the investment volumes refers to nursing and care homes. Local players dominated this market with only two major local players players representing 45 % of the total investment volume in 2023. In relation to interest rate rise in Europe, prime yields for healthcare sector as well as for all asset classes continued to increase in 2023. The prime yield in the ‘region’ (outside Paris) for nursing homes, ‘SMR’ clinics and ‘MSO’ clinics increased at respectively 4.75 %, 5.00 % and 5.25 %. Significant inflationary pressures have impacted the EU economy over the last two years and led the ECB to raise interest rates since July 2022, although rates have been stable since September 2023. Indications are that inflation has peaked but is slow to go down to the ECB expected normalized level. The market is suggesting that interest rates have probably reach their peak but still needs confirmation in the coming months. The war in Ukraine shows no sign of ending and remains a risk to supply chains, energy supplies and prices throughout Europe and the UK. The ongoing conflict in Israel and Gaza has the potential to create additional uncertainty, especially in oil prices. Inflation was strong but more limited in France in 2023 (+ 4.9 %) in comparison with 2022. The inflation continues to impact operators’ revenue and margins. The rents have also been significantly indexed during 2023 in line with the current indexation. Pan-European investors are increasingly looking for opportunities that offer financial returns but also meet Environmental, Social and Governance (ESG). The increased operating costs for operators of care homes are also relevant for owners and investors in terms of the profitability of operations and securing rents. In addition, owner occupiers and investors are increasingly seeking to obtain certifications (BREEAM, etc.) for their new developments and are deploying KPIs around waste management, biodiversity, water management, climate risk (exposure and vulnerability), etc.
The Dutch healthcare market
Demographic evolution and operator landscape in the Netherlands
According to Centraal Bureau van de Statistiek (CBS), the percentage of people aged 65 and older in the Netherlands is increasing and will rise from 3.6 million in 2023 (20.2 % of the population) to 4.8 million people in 2040, which will be 24.9 % of the population. The share of people aged 80 and over was 0.9 million at the end of 2023 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. Given the growing proportion of elderly people in the Dutch population, the total number of elderly in need of 24-hour care financed by the government fund Wlz will increase from approx. 140,000 in 2021 to approx. 330,000 in 2040, or an increase of 135 %. Beside elderly in need of 24-hour care, a growing demand is expected for home care as well. It goes without saying that the proportion of care dependents increases with age (ActiZ). According to the latest available statistics, the Netherlands has approximately 2,800 nursing homes with a total capacity of approximately 130,000 beds 1 . In the Netherlands, more than 122,000 people live in a nursing home. At the same time, more than 22,000 people are actively searching for a place in a nursing home. Another 12,000 people are passively searching for a place in a nursing home (ActiZ.nl). It is estimated that by 2025 a total capacity of approximately 160,000 housing units will be needed for people with a Wlz indication. This equates to 18,000 additional housing units compared to 2021. By 2040, more than approximately 270,000 housing units are needed. This represents an average annual growth of more than +4 % or 6,000 housing units between 2021 and 2040.
Market trends
The transaction volume in the healthcare sector for the year 2023 was approximately 460 million EUR. More than 80 % of the investment volume relates to (private) nursing and care homes. A large part of the investment volume is invested by Dutch institutional and private real estate funds, although the share of international investors (listed and unlisted) continued to increase this year. The prime yield for nursing and care homes stands at approximately 5 %. The investment volume in healthcare real estate fell significantly in 2023. While demand for expansion and sustainability was high, the transaction volume in the healthcare sector failed to get past 460 million EUR.
172 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I# SECTION 6 I PROPERTY REPORT - MARKET COMMENTARY I
Factors contributing to this are uncertainty in the market and higher initial returns that put pressure on new-build projects and price expectations. The supply of existing healthcare real estate is still limited, but this is set to change given the significant investment challenge. It is estimated that the investment volume will rise to 550 million EUR in 2024.
The German healthcare market
Demographic evolution and operator landscape in Germany
According to the German Federal Statistical Office (Destatis), the percentage of persons aged 67 and over in Germany is increasing 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. 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.
According to the latest statistics from 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 accommodation units will be needed by 2030. This represents an average annual growth of 22,400 accommodation units between now and 2030. Public operators account for approximately 5 % of the homes, private operators for approximately 42 % 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, which is a growth of 16 % since 2018.
1. https://www.zorgkaartnederland.nl/verzorghuis-en-verzorgingshuis.
Rehabilitation clinics
According to the latest statistics from German Federal Statistical Office (Destatis) in 2022 available, Germany counts about 1,100 rehabilitation centres offering together a total capacity of approximately 162,000 beds. Non-profit operators dominate the market with around 8,500 facilities in 2021, which corresponds to 51 % of the market. Non-profit facilities are followed by private facilities with around 6,900 facilities. The fewest facilities are operated by the public sector. These amount to around 730 facilities.
Market trends
The transaction volume over the year 2023 amounted to nearly 1 billion EUR, i.e a 57 % decrease compared to the previous year. Approximately 50 % of the investment volume refers to nursing and care homes. International investors dominated this market. The prime yield for nursing and care homes increased at 5.1 %, which is 90 bps. higher compared to 2022. The prime yield for clinics increased at 5.5 % - 6.0 %, which is 120 bps. higher compared to 2022, but which is still significantly higher than investments return generated by other asset classes.
The Spanish healthcare market
Demographic evolution and operator landscape in Spain
According to INE, the percentage of persons aged 65 and over in Spain is increasing and will peak at 30.4 % of the population by 2050, representing 16.1 million people. The proportion of persons aged 80 and over was 6.1 % in 2023 and will gradually rise to reach 13 % 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. Considering the growing proportion of elderly in the Spanish population, the total number of care-dependent persons (>64 years) will increase from approximately 10.3 million in 2023 to 12.2 million by 2030, i.e., a 38 % increase. Needless to say that the proportion of care-dependent persons increases with age.
According to our own database, Spain counts about 5,600 nursing and care homes offering together a total capacity of approximately 395,000 beds. It is estimated that additional 151,000 beds will be needed by 2030 and of approximately 221,000 units by 2035. This represents a growth of circa 56 % accommodation units between now and 2035. Public places account for approximately 38 % of the beds, private places for approximately 62 %. Additionally, pipeline beds represent approximately 7 % of the total stock.
Market trends
The real estate transaction volume over the year 2023 amounted to nearly 9.9 billion EUR, i.e a 41 % decrease compared to the previous year. Approximately 2 % of the investment volumes refers to nursing and care homes. International investors dominated this market. The prime yield increased at 5,50 %, which has increased 100 bps, but which is still significantly higher than investments returns generated by other asset classes (e.g. student housing and multifamily assets).
Economic context
We anticipate that GDP will grow by 1.4 % this year, down from an estimated 2.4 % in 2023. Monthly data suggest that growth momentum remained solid towards the end of last year, and we think the Spanish economy outperformed the eurozone in the 4th quarter 2023. Although the near-term outlook is still facing powerful headwinds given high interest rates and a recessionary Europe, we expect growth to stay broadly stable over the next few quarters. We expect inflation to average 2.1 % this year, down from 3.5 % in 2023, but we anticipate high volatility in the next few months, especially given the large repricing that usually takes place at the start of the year. The announced extension of some fiscal support measures is a key factor in the lower inflation outlook for 2024 but its narrow approval in congress confirms our view that political noise will remain a constant during this term, potentially affecting policymaking.
The Irish healthcare market
Demographic evolution and operator landscape in Ireland
Ireland’s elderly population is forecasted to significantly increase in both absolute terms and as a proportion of the overall population. Figures from the CSO (Central Statistics Office) show that the population aged 80 or over increased from 128,000 in 2011 to 170,000 in 2022. Additionally, this cohort is forecasted to reach 525,000 people by 2050. According to Bank of Ireland’s sector team (Health Insights H1, Outlook H2 2023), Irish population of 65+ was 638,000 in 2016, 776,000 in 2022 and is predicted to reach 1,600,000 by 2051. The population for the age 80+ was 149,000 in 2016, increased to 181,000 in 2022 and is forecasted to reach 549,000 by 2051. The Irish population profile is changing, with driving up numbers and greater life expectancy increasing the proportion of persons aged 65 years and over.
Based upon a report produced by JPA Brenson Lawlor, Chartered Accountants, as of 30th September 2023 there are currently circa 32,000 registered nursing home beds of which approximately 6,000 beds are operated by the HSE. According to the most recent 2021 Census, Ireland will see the 65+ population increase by potentially 1 million by 2031, which will potentially require circa 11,300 additional new beds, bringing the total number of nursing home beds to 43,000 by 2031. According to Nursing Home Ireland, Ireland needs 1,000 extra beds per annum for the next 10 years. 31 private and voluntary nursing and care homes have closed between the 4th quarter of 2019 & the 1st quarter of 2023, a loss of approximately 900 beds. Public operators and the non-profit sector account for approximately 20 % of total beds available and private operators approximately 80 %.
Market trends
In 2023, the total transaction volume for 2023 was 2.1 billion EUR and it was approx. 590 million EUR within the healthcare sector, accounting for 28 % of overall investment activity within the Irish market. The vast majority of this transactional activity was the sale of the Valley Healthcare Portfolio however the remaining transactions were geographically spread around the country and included enhanced community care buildings, HSE space (owner occupation), private clinics, sale and leasebacks of various nursing and care homes and individual primary care centres. Healthcare, of all asset classes has been the most resilient with investment appetite and long-term demand remaining strong. While we anticipate some disposals in 2024 there are a number of new entrants looking inward at Ireland seeking out new opportunities. Prime yields in the healthcare sector are remaining relatively stable with the most recent transactions in the 3rd and 4th quarter of 2023 showing blended yields of 5.2 %, significantly higher than investments returns generated by other asset classes. Although Mowlam is the largest nursing home operator in Ireland, approximately one third of nursing home operators, particularly smaller ones, are facing trading difficulties. If rising costs continue along with mounting pressure to conform to HIQA requirements for resident care, further closures are inevitable. Additionally, the combination of these closures and new entrants seeking opportunities may lead to changes in the operator landscape over the next 24 months.
In the 3rd quarter of 2023, 3 nursing and care homes with 83 beds closed, while 2 nursing and care homes with 69 beds registered under the Fair Deal Scheme. There were 16 nursing and care home closures in 2023 with a total loss of 450 beds. 354 new beds were registered with the total registration of 5 new nursing and care homes in 2023. As per HIQA’s current register, 4 nursing and care homes with a total of 140 beds have submitted their intention to cease trading.# I PROPERTY REPORT - MARKET COMMENTARY
The Finnish healthcare market
Demographic evolution and operator landscape
Finland According to Statistics Finland, the number of persons aged 75 and over (ca. 625,000 >74 years in December 2023) 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 will decrease moderately thereafter. The number of persons aged 65 and over is expected to be approximately 1.5 million in 2040 representing a 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 drivers for increasing need for elderly care and healthcare facilities. Finland counts over 2,000 nursing and care homes offering together a total capacity of over 65,000 beds. There have been ca. 80,500 occupiers in nursing and care homes during 2022.
Market trends
The Finnish real estate market cooled down in 2023 and transaction volume fell well short from the recent years’ transaction volumes to levels last seen in the early 2010’s. The total investment volume reached ca. 2.3 billion EUR in 2023, falling by approximately 68 % from 2022. Social infrastructure sector was the third most traded property type by investment volume in 2023, with total investments of ca. 510 million EUR. The sector’s investments fell to just a quarter of the 2022 total investments. However 2022 was a record breaking year in the sector, as investments in the sector reached nearly 1.9 billion EUR in the lead up to the Social and healthcare reform (Sote) in Finland which transferred responsibilities for health, social and rescue services from 309 municipalities to 22 larger welfare regions. The reform came into force in January 2023. The sector’s largest transaction in 2023 took place in the final quarter of the year when NREP acquired a portfolio of 17 care properties from eQ Community Properties Fund. The transaction price was ca. 100 million EUR. The properties have a lettable area of ca. 29,000 m² and the properties are located in the Helsinki region and major regional cities. At the end of December 2023 the aged care sector prime yield stood at ca. 5.50 %, up by 150 bps since the 1st quarter of 2022. While the transactional market evidence is still limited, the deal pipeline is improving and buyers and sellers’ views on the current pricing has been seen to inch closer to each other, although the gap in pricing views still often remains an obstacle for completing transactions. Prime yields continued to move out across all sectors during 2023, while interest rates and financing costs remained elevated. As inflation slows down, interest rates are expected to decrease. However the stabilized interest rate level is expected to remain significantly above the near-zero rates experienced in recent years, which should continue to impact property pricing in the near future. Investment volume is expected to grow in 2024 with gradual recovery starting in the second half of the year. Investors are placing more emphasis on the ESG credentials of properties in order to meet their ESG goals and comply with increasing regulation, and these are also affecting the availability and cost of funding.
The Italian healthcare market
Demographic evolution and operator landscape in Italy
According to Istat, the percentage of persons aged 65 and over in Italy is increasing 24.1 % in 2023 with respect to 15 years ago when it was around 15 % and it will probably peak at around 34 % of the population by 2050. The proportion of persons aged 80 and over was 7.6 % in 2023 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. According to Colliers EMEA ‘Senior Living and Healthcare 2021’ report ; the characteristics of the aging process affecting Italian population translates into a growing ‘healthcare need’. Considering the growing proportion of elderly in the Italian population, the total number of care-dependent persons will increase from 3.9 million in 2023 to 5 million by 2030, i.e. a 28 % increase. Needless to say that the proportion of care-dependent persons increases with age. 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 total number of beds increased by 26 % in the last 10 years, but nevertheless, the actual 175 SECTION 6 I PROPERTY REPORT - MARKET COMMENTARY I coverage ratio is low, standing at 1.9 %, 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 year 2023 amounted to nearly 560 million EUR, i.e a 44 % increase compared to the previous year. Most of the investment volumes refers to nursing and care homes. Local players such as KOS Group, Clariane¹ Group, Colisèe and Sereni Orizzonti dominated this market. The prime yield (gross) slightly increased at 5.5 % - 6.0 %, which is still higher than investments return generated by other asset classes (e.g. office, residential and logistics). In 2023, demand for RSA is running up against a gradual reduction in the number of accreditations granted by the regional health systems, whose economic contribution supported a significant share of operating costs by imposing regulated fees. Despite this, investors continue to show interest in this type of facilities as it seems possible to offer out-of-hospital residential services even on the open market, offering additional services that justify the increase in rates. With the current rising demand for healthcare and a further (potential) increase in healthcare needs to come, there does not seem to be enough existing supply, either private or public, to meet these needs. The Residential Care Homes (RSA) segment is one of those in which the public sector is investing less and less, despite socio-demographic statistics showing that the need will increase more and more, leaving significant scope for private capital to engage in the future.
The British healthcare market
Demographic evolution and operator landscape in the United Kingdom
According to The Office of National Statistics, the population of England and Wales has continued to age. It is estimated that in 2023 there were over 11 million people aged over 65, This is projected to increase by 10 % in the next five years and by 32 % by 2043 (1.1 and 3.5 million people respectively). The number of persons aged 85 and over was circa 1.8 million persons in 2023 and is predicted to rise to over 2.2 million by 2030 (ONS data). 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. According to the latest statistics available, United Kingdom counts circa 16,700 nursing and care homes offering together a total capacity of approximately 462,000 beds. Circa 70 % of homes provide residential care, the remainder primarily provide nursing care. It is estimated that circa 750,000 persons are employed in care homes across the UK, there is also a reported shortfall of over 100,000 unfilled staff vacancies. According to data published by the ONS there were an estimated 372,000 care home residents from 1 March 2022 to 28 February 2023, a 3.1 % increase from last year (361,000), which was statistically significant. Care home occupancy was 80.5 % of Care Quality Commission (CQC) registered beds, which is 1. Previously known as Korian. a statistically significant increase from last year (77.8 %). The number of CQC registered care home beds (462,000) has decreased since last year (464,000). 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 2,800 care homes, which are typically smaller homes with an average size of 28 beds. Although these have been replaced by 82,000 new beds in 1,500 care homes, equivalent to 54 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. Considering the growing proportion of elderly in the British population. LaingBuisson (Care Home for Older People, 33rd Edition) reports an additional demand of 17,000 care-dependent persons in England over the next decade, compared with the pre-Covid-19 level of demand in 2020, all of which are expected 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. The demand growth will create opportunities for investment in new capacity. There are also investment opportunities in the replacement of older non-compliant care homes. Public operators account for approximately 10.5 % of the beds, not for profit operators provide circa 13.2 % of beds and private operators provide approximately 76.3 %.# SECTION 6 | PROPERTY REPORT - MARKET COMMENTARY | Brussels, 21 February 2024
To the Board of Cofinimmo s.a./n.v.
Re : Valuation as of 31 December 2023
It is estimated that 45 % of UK residents are privately funded, 47 % are socially funded (including those paying ‘top up’ fees) and that the remaining 8 % are funded by the NHS.
Market trends
The Investment market has softened since the 4 th quarter 2022, and particularly in the wake of the mini-budget of the 22 th of September 22. At our last review in 2022 the impact of this was not fully apparent. However the long term trend is now clear that yields have increased but stayed below historical peaks. Principal driver in UK is still the high (albeit falling) rate of inflation that is still in excess of the rates shown across most of Europe. We anticipate that UK interest rates will plateau now before potentially falling back in the 3 rd or 4 th quarter in 2024. The ECB has announced that it expects to be able to start reducing rates in the euro zone before then, possibly in the 2 nd quarter of 2024.
There has been a low volume of notable sales in the past few months. Investment volumes in the UK are estimated to be down circa 70 % this year, the second biggest drop of any European country (JLL research). In general yields have increased by circa 75 to 100 bps since 2022. In summary there has been a general market shift in yields for care assets of all types over the last 12 months, with a general increase of some 75-100 bps across various tiers of healthcare. This process was particularly marked at the beginning of 2023, however the market still continues to soften. It is this general softening that has driven the change in values compared to 2022. In 2024 we expect to see this stabilise and potentially recovering towards the end of the year.
176 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
The office market
As at 31 December 2023, the fair value of Cofinimmo’s portfolio in the office segment accounts for nearly 18 % of the company’s total consolidated portfolio (1.1 billion EUR of 6.2 billion EUR).
The Brussels office market
Rental market/take up
The office market in Belgium ended 2023 with a total take-up of 570,000 m² (including leases, extensions and purchases for own occupancy), which was a decrease of approximately 5 % compared to the level of activity reached twelve months earlier (605,000 m²). The office market in Brussels (including the periphery) recorded a take-up of 325,000 m², a rise of nearly 2 % compared with last year. However, it represents a total of 314 deals which is a slight fall compared to 2022.
In total, 505,000 m² of office spaces were under construction in 2023, 125,000 m² of which entered the market during the year. Nearly 60,000 m² were built on a speculative basis. In the mean- time, 54 % 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. Combined with a sig - nificant trend of office reconversion, at the end 2023, the Brus- sels office market witnessed a decline in its vacancy rate with an average rental vacancy of 7.4 %, which represents a slight decrease compared to the last quarter of 2022. Combined with the speculative pipeline currently under con - struction, the vacancy rate could reach 8 % by the end of 2025.
The vacancy rate is around 5 % in the central business districts of Brussels, and stands at 3.3 % in the Leopold district, 6.8 % in the North district, and 5.0 % in the Pentagon. Whereas the aver - age vacancy rate in the decentralised and peripheral districts remains high, respectively at 11.7 % and 14.2 %.
As at 31 December 2023, the vacancy rate of Cofinimmo’s office portfolio was 6.1 %, to be compared to 7.4 % for the overall Brus- sels office market.
Prime office rents in Brussels increased to 375 EUR/m²/year throughout 2023. Most districts maintained their prime rents in the 4 th quarter. By the end of 2024, prime rents could increase to reach 400 EUR/m²/year.
Investment market
The Belgian office market recorded a total investment volume of 0.9 billion EUR, of which 0.64 billion EUR in the Brussels’ office market. The most notable transactions being MEAG’s acqui- sition of City Center for 101 million EUR. Reactr and Ghelamco also made notable acquisitions : Reactr acquired Blue Towers for 85 million EUR, while Ghelamco secured Boreal for 70 million EUR. Prime yields for offices in Brussels have been revised upwards to reach 5.15 % in the Central Business District. The long-term prime yield stands at 4.90 % in the last quarter of 2023.
Despite encouraging forecasts for the near future, central bank- ers are still concerned about a possible resurgence of inflation, especially since underlying inflation remains persistent. There- fore, even though central bank interest rates are expected to decrease in 2024, they are unlikely to decrease as quickly as financial markets expect, and certainly not as quickly as they increased in 2023.
Distribution property networks (Pubstone)
As at 31 December 2023, the fair value of Cofinimmo’s portfo- lio in the distribution property networks accounts for 7 % of the company’s total consolidated portfolio (0.5 billion EUR out of 6.2 billion EUR). This portfolio is diversified not only geographi- cally and but also through its mixed nature (pubs, restaurants, residential, etc.) offering multiple redevelopment possibilities.
Prime yields recorded positive movements in 2023 as a reaction to high inflation. The retail letting market has demonstrated strong performance, driven by the success of Food & Beverage, Clothing, and Health & Beauty retailers. These specific retail categories have asserted dominance across all three market segments. For instance, Hawaiian Poke Bowl expanded with 10 new stores and Medi- Market inaugurated 14 shops. These developments affirm the shift in consumer behavior towards investing in experiences and quality time spent with others.
The current prime yield for High Street is 4.85 %, up from 4.70 % in 2022. Despite the challenging conditions observed in 2023, the retail investment market has demonstrated resilience, con- tributing to the slower pace of prime yield growth. The market recorded 609 million EUR in retail investments for the year, a quarter of which took place in the high street segment. Notable transactions for the year include the sale of Place de la Monnaie 4 in Brussels for 5 million EUR and the sale of De Box in Over- poortstraat, Ghent, for 7.5 million EUR.
177 SECTION 6 I PROPERTY REPORT - MARKET COMMENTARY I Brussels, 21 February 2024
To the Board of Cofinimmo s.a./n.v.
Re : Valuation as of 31 December 2023
Contexte
Cofinimmo instructed the following real estate valuers to value its consolidated real estate portfolio as of 31 December 2023 with a view to finalising its financial statements at that date. Cushman & Wakefield (C&W), Jones Lang Lasalle (JLL), Pricewa- terhouseCoopers (PwC), CBRE Colliers and Catella have each separately valued a part of Cofinimmo SA consolidated portfolio.
- C&W, PwC, JLL Belgium have each separately valued a part of the offices portfolio.
- C&W and PwC Belgium have each separately valued part of the healthcare portfolio in Belgium.
- C&W and Catella France have each separately valued part of the healthcare portfolio in France.
- CBRE and PwC The Netherlands have each separately valued part of the healthcare portfolio in The 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.
C&W, PwC, JLL, CBRE, Colliers and Catella have in-depth knowl - edge 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, their 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. This provided set of information is assumed to be complete and accurate.
The valuation reports do not in any way constitute an assessment of the structural or technical quality of the build- ings 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.
Nevertheless, sustainability is an increasingly important factor in the real estate market. The European countries have committed to net zero carbon by 2050, with legislation already in place in the different countries to reduce CO 2 emissions from buildings. Real Estate valuers are witnessing market and legislative expec- tations of ESG factors increasing, with a heightened focus on sustainability, health & wellbeing, and Net Zero Carbon. It is likely that further legislation and regulations will be introduced in the coming years. Alongside this, occupiers and investors are becoming more attentive in the sustainability aspects of their buildings. Changing market expectations, policy and legal reform, and reputational impacts related to ESG represent increasing challenge to investors. The real estate valuers comply with the RICS recommendations and take these aspects into account in their conclusions.# Independent real estate valuers’ report
178 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023
However, it should be noted that the market is evolving due to the focus from both occupiers and investors on a property’s sustainability credentials. Real Estate valuers expect that awareness of sustainability matters will increase throughout all sectors of the property market. The 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 Institution 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, increased by transaction costs to be borne by the investor. The investment value does not reflect the costs of future investments that could improve the property, or the benefits associated with such costs.
Valuation methodology
The valuation methodologies adopted are mainly based on the following approaches (in function of each real estate valuer) :
1. Income Approach
a) Capitalisation method
The capitalisation method considers the current income based on contractual rents capitalised until the end of the current contract, and the market rent capitalised in perpetuity and brought to a net present value. The future expected income takes account of :
* non-recovered charges or taxes in a market where recovery from the tenant is usual ;
* renovation work or deferred repairs necessary at the date of valuation in order to continue to receive the rent and/or achieve the estimated market rent (this may include ESG improvements) ;
* other unusual costs or revenues.
It is important to understand that in this ‘capitalisation’ approach future rental growth and inflation are implicit in the yield and no future exit is modelled, this is why it considered a ‘static’ or ‘growth implicit’ method. The yields used are based on the valuer’s judgement in comparison with evidence of comparable sales and perceived market conditions. The yield should reflect the risks intrinsic to the sector (future void, credit risk, maintenance obligations, etc.) as well as specific factors relevant to the individual property. The structure of the calculation may be either in the form of a ‘term and reversion’ (differentiating between contractual income during the lease and theoretical income in perpetuity after the lease period) or a ‘hardcore’ capitalising market rent in perpetuity and making adjustments for contractual rents above or below market level.
b) Discounted Cash Flow (DCF)
The discounted cash flow approach is similar and takes account of similar anticipated costs and revenues. In this case rental growth and inflation are modelled explicitly over a period that could be equivalent to the remaining lease term or equal to a fixed period (generally between 10 and 18 years, but this can be varied) at the end of which a terminal value is calculated. A discount rate is applied to the anticipated net cash flow and terminal value to arrive at a present value. The present value consists in the sum of :
* the discounted net cash flow over the projection period ;
* the discounted terminal value at the end of the projection period.
This value could take into account an assumption of a renewal of the lease by the tenant or assumption of vacant procession used to calculate the residual value or a combination of the two.
2. The direct comparison approach
Where there is direct comparable evidence of sale prices of very similar property, valuers first and foremost have regard to this. In commercial property however this is unusual as each property tends to have unique features in terms of location, tenancy situation, etc. Valuers will always have regard however to such evidence as there is and compare unit prices with properties sold in the market and listed for sale. In residential property for occupation direct comparison is often the preferred method as sales are more numerous.
3. The residual method
The residual method is used to arrive at the value of vacant land ripe for development or of land and building/s with the potential for redevelopment or refurbishment. 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 residual method comprises the estimation of the ‘gross development value’ of the site or the buildings in a developed or redeveloped form, either by comparison or by the investment method. The value is obtained by deducting all anticipated costs from the ‘gross development value’ that will be incurred. These costs include demolition of any existing buildings, design costs, infrastructure works, construction costs, professional fees, agency fees and the interest costs of financing the development. A so called ‘developer’s profit’ is also deducted from the gross development value to reflect the perceived risk of the operation. The resulting value is at least checked against other market indicators, if they exist. For example, where a property has been valued using a method within the income approach, it will be usual to compare the resulting end value per square metre with prices observed on the market for similar properties at the valuation date. The value of development land, or buildings destined to be redeveloped or heavily refurbished will also be compared against sales of similar assets on the basis of a price per square metre to be developed.
Transaction costs
In theory, the disposal of properties is subject to a transfer tax charged by the Government and paid by the acquirer, which represent substantially all transaction costs. For properties situated in Belgium, the amount of this tax mainly depends on the mode of transfer, the capacity in which the acquirer acts and the property’s location. The first two variables, and therefore the amount of tax payable, are only known once the sale is contracted.
Based on a study from independent real estate experts dated February 8th 2006 and reviewed on June 30th 2016, the ‘average’ transaction cost for properties over EUR 2,500,000 is assessed at 2.5 %. The fair value, as defined under IFRS 13 and by the BEAMA’s (Belgian Asset Managers Association) press release of February 8th 2006 and reviewed on June 30th 2016) for properties over EUR 2,500,000 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 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.
179 SECTION 6 I PROPERTY REPORT I INDEPENDENT REAL ESTATE VALUER’S REPORT
Assets subject to a sale of receivables
Cofinimmo is owner of one building for which the rent has been sold in the past to a third party. The valuers have valued this property as freehold (before sale of receivables). At the request of Cofinimmo, the value for this building mentioned below represents the freehold value net of the rent 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. This calculation by Cofinimmo has not been analysed in depth by the valuers.
Investment value and fair value
Taking into account the above opinions and with reference to the report of each individual independent real estate valuer, the investment value (fair value increased by the transaction costs) of Cofinimmo’s consolidated real estate portfolio as at 31 December 2023 is the aggregate sum of all the individual property values and is estimated at EUR 6,538,595,000.
Taking into account the above opinions and with reference to the report of each individual independent real estate valuer, the fair value of Cofinimmo’s consolidated real estate portfolio as at 31 December 2023, corresponding to the fair value under IAS/IFRS, is estimated at EUR 6,231,040,000 EUR.
On this basis, the yield on rent, received or contracted, including from the asset that is subjected to a sale of receivables, but excluding projects, assets held for sale and land and buildings undergoing refurbishment, amounts to 5.7 % of the investment value. If the properties were to be let in full, the yield would be at 5.8 %. The investment properties have an occupancy rate of 98.5 %. The contractually passing rent and the estimated market rent on the vacant spaces (excluding development projects, assets held for sale and assets subject to a sale of receivables) is 6.1 % above the estimated market rent for the whole portfolio at this date. This difference results mainly from the indexation of contractual rents since the inception of the in-place leases.# Independent Real Estate Valuer’s Report
Consolidated real estate portfolio breakdown by segment:
| Segment | Investment Value | Fair Value | % of Fair Value |
|---|---|---|---|
| Healthcare real estate | 4,894,167,000 | 4,665,976,000 | 75 % |
| Offices | 1,129,563,000 | 1,102,012,000 | 18 % |
| Distribution networks | 514,865,000 | 463,052,000 | 7 % |
| TOTAL | 6,538,595,000* | 6,231,040,000* | 100 % |
Consolidated real estate portfolio breakdown by expert:
| Expert | Investment Value | Fair Value |
|---|---|---|
| C&W Belgium | 2,140,501,000 | 2,049,038,000 |
| C&W France | 543,406,000 | 509,740,000 |
| C&W Germany | 336,604,000 | 315,380,000 |
| C&W Spain | 266,837,000 | 258,889,000 |
| C&W Ireland | 109,965,000 | 99,850,000 |
| Total C&W | 3,397,313,000 | 3,232,897,000 |
| Catella France | 191,150,000 | 179,890,000 |
| Total Catella | 191,150,000 | 179,890,000 |
| CBRE The Netherlands | 7,310,000 | 6,560,000 |
| CBRE Finland | 159,400,000 | 153,400,000 |
| Total CBRE | 166,710,000 | 159,960,000 |
| Colliers Italy | 221,218,000 | 216,880,000 |
| Total Colliers | 221,218,000 | 216,880,000 |
| JLL Belgium | 256,542,000 | 250,285,000 |
| JLL Spain | 107,117,000 | 105,082,000 |
| JLL United Kingdom | 71,409,000 | 66,779,800 |
| Total JLL | 435,068,000 | 422,146,800 |
| PwC Belgium | 966,346,000 | 942,776,600 |
| PwC The Netherlands | 547,660,000 | 497,380,000 |
| PwC Germany | 613,130,000 | 579,110,000 |
| Total PwC | 2,127,136,000 | 2,019,266,600 |
| TOTAL | 6,538,595,000* | 6,231,040,000* |
* rounded at 1,000.
180 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
C&W Opinion
With respect to the Belgian and Dutch part of the portfolio valued by C&W, C&W Belgium confirmed an investment value of EUR 2,140,501,000 and a fair value of EUR 2,049,038,000.
- Emeric Inghels, MRICS
C&W Partner, Valuation & Advisory
() Calibri SRL
With respect to the French part of the portfolio valued by C&W, C&W France confirmed an investment value of EUR 543,406,000 and a fair value of EUR 509,740,000.
- Jérôme Salomon, MRICS
C&W Partner
With respect to the German part of the portfolio valued by C&W, C&W Germany confirmed an investment value of EUR 336,604,000 and a fair value of EUR 315,380,000.
- Peter Fleischmann, MRICS
C&W Partner, Valuation & Advisory Germany
With respect to the Spanish part of the portfolio valued by C&W, C&W Spain confirmed an investment value of EUR 266,837,000 and a fair value of EUR 258,889,000.
- James Bird, MRICS
C&W Partner, Valuation & Advisory Spain
With respect to the Irish part of the portfolio valued by C&W, C&W Ireland confirmed an investment value of EUR 109,965,000 and a fair value of EUR 99,850,000.
- Patricia Staunton, MRICS
Regional Director, Cushman & Wakefield Ireland
CBRE Opinion
With respect to the Dutch part of the portfolio valued by CBRE, CBRE The Netherlands confirmed an investment value of EUR 7,310,000 and a fair value of EUR 6,560,000.
- Annette Postma, MRICS
Director, CBRE Valuation & Advisory Services BV
CBRE Finland confirmed an investment value of EUR 159,400,000 and a fair value of EUR 153,400,000.
- Vesa Kiviluoto
Director, CBRE Valuation & Advisory Finland OY
Colliers Opinion
Colliers Italy confirmed an investment value of EUR 221,218,000 and a fair value of EUR 216,880,000.
- Giuseppe Bonomi, CEO, Colliers Valuation Italy S.r.l
Catella Opinion
Catella France confirmed an investment value of EUR 191,150,000 and a fair value of EUR 179,890,000.
- Hervé-Arthur Ratto, Senior real estate valuer, Catella Valuation France
JLL Opinion
With respect to the Belgian part of the portfolio valued by JLL, JLL Belgium confirmed an investment value of EUR 256,542,000 and a fair value of EUR 250,285,000.
- Roderick Scrivener, FRICS
JLL Senior Director Valuation & Risk Advisory Belux
With respect to the Spanish part of the portfolio valued by JLL, JLL Spain confirmed an investment value of EUR 107,117,000 and a fair value of EUR 105,082,000.
- 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 EUR 71,409,000 and a fair value of EUR 66,779,800.
- 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 EUR 966,346,000 and a fair value of EUR 942,776,600.
- PwC Enterprise Advisory SRL / BV
Represented by Jean-Paul Ducarme, FRICS, Director
() JP Ducarme Consulting SRL, represented by its permanent representative, Jean-Paul Ducarme
With respect to the Dutch part of the portfolio valued by PwC, PwC Netherlands confirmed an investment value of EUR 547,660,000 and a fair value of EUR 497,380,000.
- Koniwin Domen, MRICS
Partner, PwC Netherland
With respect to the German part of the portfolio valued by PwC, PwC Germany confirmed an investment value of EUR 613,130,000 and a fair value of EUR 579,110,000.
- Thorsten Schnieders, Partner, Valuation, Modeling & Analytics, PwC Germany
181 SECTION 6 I PROPERTY REPORT I INDEPENDENT REAL ESTATE VALUER’S REPORT I
Cofinimmo on the Stock Market
Cofinimmo offers two types of instruments listed on the stock market, each of which provides different risk, liquidity and yield profiles.
Cofinimmo’s Share
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 29.12.2023, Cofinimmo’s market capitalisation was 2.6 billion EUR.
Cofinimmo on the stock market
| Indicator | Value |
|---|---|
| Average discount of the share on the net asset value (IFRS) in 2023 | 28.6 % |
Comparison of the share market price and the net asset per share* (in EUR)
| Date | Stock Price | Net Asset Per Share* (IFRS) |
|---|---|---|
| 31.12.2018 | ||
| 31.12.2019 | ||
| 31.12.2020 | ||
| 31.12.2021 | ||
| 31.12.2022 | ||
| 31.12.2023 |
- The graph for this table is missing in the provided text.
Market performance (base 100 as at 31.12.2022)
| Date | COFB Share | BEL20 Index | EPRA Europe Index |
|---|---|---|---|
| 31.12.2022 | 100 | 100 | 100 |
| 31.03.2023 | |||
| 30.06.2023 | |||
| 30.09.2023 | |||
| 31.12.2023 |
- The graph for this table is missing in the provided text.
182 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Stock market context
The year 2023 was marked by resilient global growth in a challenging environment. Global gross domestic product (‘GDP’) grew by 3.0 % despite war-torn energy and food markets, sluggish Chinese growth that failed to rebound as hoped after the Covid, and monetary tightening to combat persistent inflation. The expected recession in the global economy did not materialise, with some stock groups performing well (such as the ‘Magnificent Seven’ in the US, i.e. Apple, Microsoft, Amazon, Alphabet, Tesla, Meta and Nvidia) and the US banking crisis in the spring turned out to be an isolated event. Growth in 2024 is expected to be lower than in 2023, mainly due to a more pronounced slowdown in China.
In terms of monetary policy, inflation slowed in 2023. The monetary tightening that began in 2022 continued in 2023, with both the European Central Bank (‘ECB’) and the US Federal Reserve (‘Fed’) raising their key rates several times. The ECB’s key rate reached an all-time high of 4.50 % in September 2023, the highest level since the creation of the euro in 1999. Inflation slowed during the year, mainly as a result of interest rate hikes. Markets are now pricing in a rate cut in 2024 in both Europe and the US. The ECB’s inflation forecasts for 2024 have also been lowered, but should be monitored due to the risk of vulnerability to energy prices.
The equity market started 2023 on an upward trend, despite the increase in key interest rates by the major central banks. After a dip during the summer, the market ended the year on a high, with the CAC40 (the Paris stock exchange’s benchmark index), the DAX40 (the Frankfurt stock exchange’s benchmark index) and the Dow Jones (the New York stock exchange’s benchmark index) reaching all-time highs, thanks in particular to the slowdown in inflation and expectations of lower interest rates. By way of illustration, the BEL20 (Brussels Stock Exchange) index ended the year slightly in the green, with a positive annual performance of 4 %, while the EPRA Europe index rose by 17 %.
Total return (base 100 as at 31.12.2018)
| Date | COFB Share | BEL20 Index | EPRA Europe Index |
|---|---|---|---|
| 31.12.2018 | 100 | 100 | 100 |
| 31.12.2019 | |||
| 31.12.2020 | |||
| 31.12.2021 | |||
| 31.12.2022 | |||
| 31.12.2023 |
- The graph for this table is missing in the provided text.
2.6 billion EUR market capitalisation as at 29.12.2023
Comparison between Cofinimmo’s dividend yield and the 10-year OLO rate
| Year | Dividend Yield of COFB Share | 10-year OLO Rate |
|---|---|---|
| 2018 | ||
| 2019 | ||
| 2020 | ||
| 2021 | ||
| 2022 | ||
| 2023 |
- The graph for this table is missing in the provided text.
183 SECTION 7 I COFINIMMO ON THE STOCK MARKET I
Share trend
The first graph on the previous page shows Cofinimmo’s share performance in 2023 compared to the BEL20 and EPRA Europe indexes. The Cofinimmo share price fluctuated between 54.15 EUR and 90.00 EUR, with an annual average of 74.36 EUR. The closing price as at 29.12.2023 was 71.40 EUR, which corresponds to a decrease of 14.70 % 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 20.0 % over five years and at an average discount of 28.6 % in 2023. If we compare the share price to the EPRA NAV (until end of 2019) or the EPRA NTA (since 2020), the average premium is 15.1 % over five years and the discount is 26.2 % in 2023. As at 31.12.2023, the discount was 27.6 % compared to the intrinsic value (IFRS) and 27.3 % compared to EPRA NTA.
Cofinimmo share liquidity
In 2023, Cofinimmo continued its efforts to enhance the liquidity of its share. Throughout the year, the company participated in more than twenty roadshows, conferences and other events bringing the company and investors together. Cofinimmo also invested in promotional campaigns to raise its visibility both among institutional and retail investors.# COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023
SECTION 7 I COFINIMMO ON THE STOCK MARKET
With a market capitalisation of 2.6 billion EUR as at 29.12.2023 and an average daily volume of 4.8 million EUR, or approximately 65,400 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 2022 dividend made available for payment in May 2023, the Cofinimmo share achieved a total return of -8.0 % over 2023, lower than the evolution of the EPRA Europe Index (17.4 %). 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 -16.5 %, corresponding to an average annual return of -3.3 %. The BEL20 and EPRA indexes recorded total variations of +32.1 % and +2.9 %, respectively, which corresponds to average annual yields of +6.4 % and +0.6 %.
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 31.12.2023, one shareholder exceeded the 5 % holding threshold, thereby requiring an obligation to notify. The shareholder was the US investment fund BlackRock, which held 6.69 % of Cofinimmo’s market capital.
Dividend
At the ordinary general meeting of 08.05.2024, the board of directors will propose a dividend in line with the outlook published in the 2022 annual financial report, of 6.20 EUR gross per share. This dividend corresponds to a gross yield of 8.3 % compared to the average price of the share during the 2023 financial year (compared to a gross yield of 5.7 % in 2022). 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 +5.6 %, compared to an average 10-year OLO rate of +1.0 %.
X Nursing and care home - Hattem (NL)
184 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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. Reference should also be made to the section ‘Portfolio mix and outlook regarding the withholding tax’ in chapter ‘2024 outlook’ of this document, for current considerations regarding the prospects for reduced withholding tax.
Since 31.12.2023 was a Sunday, the stock market information in the tables below in the 2023 column is in fact data as at Friday 29.12.2023.
| ISIN | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0003593044 | |||
| Highest | 90.00 | 142.40 | 144.20 | |
| Lowest | 54.15 | 77.90 | 121.00 | |
| At close | 71.40 | 83.70 | 140.50 | |
| Average | 74.36 | 108.78 | 132.33 | |
| Dividend yield¹ | 8.3 % | 5.7 % | 4.5 % | |
| Gross yield² | (over 12 months) | -8.0 % | -37.5 % | 20.7 % |
| Dividend³ | ||||
| Gross | 6.20⁴ | 6.20⁴ | 6.00 | |
| Net | 4.34⁴ | 4.34⁴ | 4.20 | |
| Volume | ||||
| Average daily volume | 65,404 | 54,466 | 47,123 | |
| Annual volume | 16,678,036 | 13,997,682 | 12,157,686 | |
| Number of shares | 36,765,475 | 32,877,729 | 31,695,481 | |
| Market capitalisation at close (x 1,000 EUR) | 2,625,055 | 2,751,866 | 4,453,215 | |
| Free Float⁵ | 100 % | 100 % | 95 % | |
| Velocity⁵ | 45.4 % | 42.6 % | 40.4 % | |
| Payout ratio* | 87.7 % | 89.2 % | 83.9 % |
-8.0 % Total return for shareholders in 2023, lower than the evolution of the EPRA Europe index (17.4 %)
1. Gross dividend on the average annual share price.
2. Data provided by Bloomberg. It can be approximated as the closing price plus coupon (adjusted for the change in the share price between the coupon date and the closing date) divided by the opening price.
3. Dividends are subject to a 30 % withholding tax.
4. Subject to approval by the ordinary general meeting of 08.05.2024.
5. According to the Euronext definition.
185 SECTION 7 I COFINIMMO ON THE STOCK MARKET I
Straight bonds
Cofinimmo issued four straight bonds, including one green & social bond in 2016 and two benchmark-sized sustainable bonds issued in 2021 and 2022 (see chapter ‘Financial resources management’).
| ISIN | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002267368 | |||
| At close | (Cofinimmo SA/NV 2016-2026) | 93.25 | 89.25 | 103.49 |
| Average | 90.42 | 95.49 | 104.12 | |
| Average yield to maturity (annual average) | 4.3 % | 4.8 % | 1.0 % | |
| 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 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002269380 | |||
| At close | (Cofinimmo SA/NV 2016-2024) | 98.17 | 95.94 | 104.96 |
| Average | 96.78 | 100.28 | 105.05 | |
| Average yield to maturity (annual average) | 4.0 % | 4.2 % | 0.3 % | |
| 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 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Share price (in EUR) | BE6325493268 | |||
| At close | (Cofinimmo SA/NV 2020-2030) | 81.39 | 72.61 | 96.84 |
| Average | 74.16 | 79.77 | 100.39 | |
| Average yield to maturity (annual average) | 4.008 % | 5.179 % | 1.252 % | |
| 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 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Share price (in EUR) | BE0002838192 | |||
| At close | (Cofinimmo SA/NV 2022-2028) | 90.67 | 80.79 | |
| Average | 84.09 | 87.88 | ||
| Average yield to maturity (annual average) | 3.502 % | 5.439 % | ||
| Effective yield at issue | 1.030 % | 1.030 % | ||
| Interest coupon (in %) | ||||
| Gross (per tranche of 100,000 EUR) | 1.00 | 1.00 | ||
| Net (per tranche of 100,000 EUR) | 0.70 | 0.70 | ||
| Number of securities | 5,000 | 5,000 |
186 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Shareholding structure as at 31.12.2023
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 10.10.2023. According to the Euronext definition, the free float is 100 %.
X Nursing and care home - Utrera (Andalusia - ES)
- Subject to approval by the ordinary general meeting of 08.05.2024.
- 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.
Shareholder’s calendar
| Event | Date |
|---|---|
| Publication of the 2023 universal registration document - including the annual financial report and the ESG report | 05.04.2024 (before market) |
| Quarterly information : results as at 31.03.2024 | 26.04.2024 (before market) |
| 2023 ordinary general meeting | 08.05.2024 |
| Payment of the dividend relating to the 2023 financial year | |
| Coupon N° 39 | |
| Ex-date² | 13.05.2024 |
| Record date³ | 14.05.2024 |
| Dividend payment date | As from 15.05.2024 |
| Half-year financial report : results as at 30.06.2024 | 26.07.2024 (before market) |
| Quarterly information : results as at 30.09.2024 | 25.10.2024 (before market) |
| Annual press release : results as at 31.12.2024 | 21.02.2025 (before market) |
At the end of December 2023, Cofinimmo had an analysis of its shareholder base carried out. In total, 96 % of the holders of outstanding shares have been identified, of which 57 % are institutional shareholders, 34 % are retail investors and 5 % are corporate shareholders. Consequently, 4 % of the shares were not identified.
| Shareholding |
|---|
| 0.06 % |
| 6.69 % |
| 93.25 % |
187 SECTION 7 I COFINIMMO ON THE STOCK MARKET I
EPRA - Performance indicators
| Definition | 31.12.2023 | EUR/share | 31.12.2022 | EUR/share |
|---|---|---|---|---|
| 1 EPRA earnings* | 240,719 | 7.07 | 222,496 | 6.95 |
| Current result from strategic operational activities. | ||||
| 2 EPRA diluted earnings* | 240,719 | 7.07 | 222,496 | 6.95 |
| Current result from strategic operational activities taking into account financial instruments with a potential dilutive impact at the closing date. | ||||
| 3 EPRA NRV* | 3,914,498 | 106.54 | 3,809,926 | 115.99 |
| 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. | ||||
| 4 EPRA NTA* | 3,604,815 | 98.11 | 3,509,102 | 106.83 |
| 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. | ||||
| 5 EPRA NDV* | 3,820,325 | 103.97 | 3,872,026 | 117.88 |
| 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. |
| Definition | 31.12.2023 | 31.12.2022 |
|---|---|---|
| 6 (i) EPRA net initial yield (NIY)* | 5.5 % | 5.3 % |
| 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. | ||
| (ii) EPRA ‘topped-up’ NIY* | 5.5 % | 5.3 % |
| This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods and other incentives. | ||
| 7 EPRA vacancy rate* | ||
| Estimated Rental Value (ERV) of vacant space divided by the ERV of the total portfolio. |
- The summary and the comments on the consolidated income statements are on pages 100 to 106 of this document.
- MCBs issued in 2011 (and whose last repayments took place in the 4th quarter of 2023) 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 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| Earnings per IFRS income statement | -55,497 | 482,938 |
| Adjustments to calculate EPRA earnings*, to exclude : | 296,216 | -260,442 |
| (i) Changes in fair value of investment properties and assets held for sale | 192,027 | -58,294 |
| Changes in fair value of investment properties | 181,653 | -77,460 |
| Writeback of rents earned but not expired (other results on portfolio) | 7,812 | 12,851 |
| Others (other results on portfolio) | 2,562 | 6,314 |
| (ii) Gains or losses on disposal of investment properties and other non-financial assets | 4,052 | -4,493 |
| (iii) Gains or losses on disposal of trading properties including impairment charges in respect of trading properties. | 0 | 0 |
| (iv) Tax on gains or losses on disposals | 0 | 0 |
| (v) Goodwill impairment (other result on the portfolio) | 27,337 | 14,290 |
| (vi) Changes in fair value of financial instruments | 79,480 | -216,452 |
| (vii) Costs & interest on acquisitions and joint ventures | 0 | 0 |
| (viii) Deferred taxes in respect of EPRA adjustments (other result on the portfolio) | -13,068 | 6,128 |
| (ix) Adjustments related to joint ventures | 8,983 | 1,339 |
| (x) Minority interests in respect of the above adjustments | -2,596 | -2,960 |
| EPRA earnings* | 240,719 | 222,496 |
| Number of shares | 34,067,897 | 32,000,064 |
| EPRA EARNINGS PER SHARE* (IN EUR/SHARE) | 7.07 | 6.95 |
| EPRA diluted earnings* | 240,719 | 222,496 |
| Diluted number of shares | 34,067,897 | 32,000,064 |
| EPRA DILUTED EARNINGS PER SHARE* (IN EUR/SHARE) | 7.07 | 6.95 |
X Nursing and care home - Vantaa (FI) 189
SECTION 8 I DATA ACCORDING TO THE EPRA PRINCIPLE I EPRA - Net Asset Value*
- The MCBs issued in 2011 (and whose last repayments took place in the 4th quarter of 2023) have not been taken into account as at 31.12.2023 nor 31.12.2022 in the calculation of the EPRA NRV, the EPRA NTA and the EPRA NDV*, concepts defined by the EPRA Best Practice Recommendations.
- For more segment information, see Note 5.
| (x 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| EPRA NRV* | EPRA NTA* | |
| IFRS equity attributable to the parent company shareholders | 3,623,262 | 3,623,262 |
| Includes/Excludes : | ||
| i) Hybrid instruments | 0 | 0 |
| Diluted net asset value (NAV) | 3,623,262 | 3,623,262 |
| Includes : | ||
| ii.a) Revaluation of investment properties available for rent (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.b) Revaluation of investment properties (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.c) Revaluation of other non-current investments | 0 | 0 |
| iii) Revaluation of finance lease receivables | 31,658 | 31,658 |
| iv) Revaluation of assets held for sale | 0 | 0 |
| Diluted NAV at fair value | 3,654,921 | 3,654,921 |
| Excludes : | ||
| v) Deferred taxes relating to revaluations of investment properties at fair value | 43,922 | 43,922 |
| vi) Fair value of financial instruments | -91,899 | -91,899 |
| vii) Goodwill resulting from deferred taxes | 0 | 0 |
| viii.a) Goodwill according to IFRS balance sheet | 0 | 0 |
| viii.b) Intangible assets according to IFRS balance sheet | 0 | -2,128 |
| Includes : | ||
| ix) Fair value of fixed interest rate debt | 0 | 0 |
| x) Revaluation of intangible assets at fair value | 0 | 0 |
| xi) Real estate transfer taxes | 307,554 | 0 |
| NAV | 3,914,498 | 3,604,815 |
| Diluted number of shares | 36,742,964 | 36,742,964 |
| NAV PER SHARE (IN EUR/SHARE) | 106.54 | 98.11 |
EPRA - Net Initial Yield (NIY) and EPRA ‘Topped-Up’ NIY
| (x 1,000,000 EUR) | 2023 | 2022 |
|---|---|---|
| Healthcare real estate | Offices | |
| BE FR NL DE Other | BE FR NL DE Other | |
| Investment properties at fair value | 1,677.0 689.6 503.9 894.5 | 900.9 1,102.0 463.1 |
| Assets held for sale | - -8.2 - - | - -34.9 - |
| Development projects | -13.8 -12.7 -25.9 -10.6 | -111.2 -121.5 -6.5 |
| Assets available for lease | 1,663.2 668.7 478.1 883.9 | 789.7 945.6 456.6 |
| Estimated transfer fees and taxes at the hypothetical disposal of investment properties | 41.6 44.1 48.3 54.9 | 32.4 23.6 51.7 |
| Investment value (including notarial and registration charges) of assets available for lease | 1,704.8 712.9 526.3 938.8 | 822.1 969.2 508.2 |
| Annualised gross rental income | 96.9 41.4 31.0 48.5 | 43.5 58.7 34.8 |
| Property charges | -0.5 -0.3 -2.4 -3.0 | -2.5 -4.8 -1.6 |
| Annualised net rental income | 96.4 41.1 28.6 45.5 | 41.0 53.8 33.2 |
| Rent-free periods expiring within 12 months and other lease incentives | - - - - | - - - |
| Topped-up annualised net rental incomes | 96.4 41.1 28.6 45.5 | 41.0 53.8 33.2 |
| EPRA NIY* | 5.7 % 5.8 % 5.4 % 4.8 % | 5.0 % 5.6 % 6.5 % |
| EPRA ‘TOPPED-UP’ NIY* | 5.7 % 5.8 % 5.4 % 4.8 % | 5.0 % 5.6 % 6.5 % |
EPRA - Net Asset Value*
- The MCBs issued in 2011 (and whose last repayments took place in the 4th quarter of 2023) have not been taken into account as at 31.12.2023 nor 31.12.2022 in the calculation of the EPRA NRV, the EPRA NTA and the EPRA NDV*, concepts defined by the EPRA Best Practice Recommendations.
- For more segment information, see Note 5.
| (x 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| EPRA NRV* | EPRA NTA* | |
| IFRS equity attributable to the parent company shareholders | 3,623,262 | 3,623,262 |
| Includes/Excludes : | ||
| i) Hybrid instruments | 0 | 0 |
| Diluted net asset value (NAV) | 3,623,262 | 3,623,262 |
| Includes : | ||
| ii.a) Revaluation of investment properties available for rent (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.b) Revaluation of investment properties (if the IAS 40 cost model is applied) | 0 | 0 |
| ii.c) Revaluation of other non-current investments | 0 | 0 |
| iii) Revaluation of finance lease receivables | 31,658 | 31,658 |
| iv) Revaluation of assets held for sale | 0 | 0 |
| Diluted NAV at fair value | 3,654,921 | 3,654,921 |
| Excludes : | ||
| v) Deferred taxes relating to revaluations of investment properties at fair value | 43,922 | 43,922 |
| vi) Fair value of financial instruments | -91,899 | -91,899 |
| vii) Goodwill resulting from deferred taxes | 0 | 0 |
| viii.a) Goodwill according to IFRS balance sheet | 0 | 0 |
| viii.b) Intangible assets according to IFRS balance sheet | 0 | -2,128 |
| Includes : | ||
| ix) Fair value of fixed interest rate debt | 0 | 0 |
| x) Revaluation of intangible assets at fair value | 0 | 0 |
| xi) Real estate transfer taxes | 307,554 | 0 |
| NAV | 3,914,498 | 3,604,815 |
| Diluted number of shares | 36,742,964 | 36,742,964 |
| NAV PER SHARE (IN EUR/SHARE) | 106.54 | 98.11 |
EPRA - Net Initial Yield (NIY) and EPRA ‘Topped-Up’ NIY
| (x 1,000,000 EUR) | 2023 | 2022 |
|---|---|---|
| Healthcare real estate | Offices | |
| BE FR NL DE Other | BE FR NL DE Other | |
| Investment properties at fair value | 1,677.0 689.6 503.9 894.5 | 900.9 1,102.0 463.1 |
| Assets held for sale | - -8.2 - - | - -34.9 - |
| Development projects | -13.8 -12.7 -25.9 -10.6 | -111.2 -121.5 -6.5 |
| Assets available for lease | 1,663.2 668.7 478.1 883.9 | 789.7 945.6 456.6 |
| Estimated transfer fees and taxes at the hypothetical disposal of investment properties | 41.6 44.1 48.3 54.9 | 32.4 23.6 51.7 |
| Investment value (including notarial and registration charges) of assets available for lease | 1,704.8 712.9 526.3 938.8 | 822.1 969.2 508.2 |
| Annualised gross rental income | 96.9 41.4 31.0 48.5 | 43.5 58.7 34.8 |
| Property charges | -0.5 -0.3 -2.4 -3.0 | -2.5 -4.8 -1.6 |
| Annualised net rental income | 96.4 41.1 28.6 45.5 | 41.0 53.8 33.2 |
| Rent-free periods expiring within 12 months and other lease incentives | - - - - | - - - |
| Topped-up annualised net rental incomes | 96.4 41.1 28.6 45.5 | 41.0 53.8 33.2 |
| EPRA NIY* | 5.7 % 5.8 % 5.4 % 4.8 % | 5.0 % 5.6 % 6.5 % |
| EPRA ‘TOPPED-UP’ NIY* | 5.7 % 5.8 % 5.4 % 4.8 % | 5.0 % 5.6 % 6.5 % |
- For more details on the rental vacancy rate, see ‘Property report’ pages 158 to 177 of this document.
- It consists of the year-on-year variations (indexations, new locations, departures and renegotiations) of gross rental income, excluding the variations linked to changes in scope (major renovations, acquisitions and sales) occurred during the financial period.
- Including writeback of lease payments sold and discounted.
EPRA - Vacancy rate*
(x 1,000 EUR)
| 2023 | 2022 | 2023 | 2022 | |
|---|---|---|---|---|
| Healthcare | Healthcare | Offices | Offices | |
| real estate | real estate | |||
| (BE FR NL DE Other) | (BE FR NL DE Other) | |||
| Estimated rental value of vacant space /A | - 150 289 1,178 - 3,815 82 5,514 | - 150 160 - - 4,232 8 4,550 | ||
| Estimated rental value of the whole portfolio /B | 87,226 44,527 29,304 48,923 44,192 55,411 29,974 339,556 | 84,713 32,830 25,897 46,185 37,282 66,272 29,268 322,447 | ||
| EPRA VACANCY RATE* A/B | 0.0 % 0.3 % 1.0 % 2.4 % 0.0 % 6.9 % 0.3 % 1.6 % | 0.0 % 0.5 % 0.6 % 0.0 % 0.0 % 6.4 % 0.0 % 1.4 % | ||
| 2023 | 2023 | 2022 | ||
| Property of distribution networks | GRAND TOTAL PORTFOLIO | GRAND TOTAL PORTFOLIO | ||
| Estimated rental value of vacant space /A | - 150 289 1,178 - 3,815 82 5,514 | |||
| Estimated rental value of the whole portfolio /B | 87,226 44,527 29,304 48,923 44,192 55,411 29,974 339,556 | |||
| EPRA VACANCY RATE* A/B | 0.0 % 0.3 % 1.0 % 2.4 % 0.0 % 6.9 % 0.3 % 1.6 % |
EPRA - Like-for-like rental growth reporting
(x 1,000 EUR)
| Average fair value of properties available for rent corresponding to gross rental income - at comparable scope | Change in the 2023 gross rental income 3 – at comparable scope vs. 2022 | Gross rental income 3 – at comparable scope vs. 2022 | Acquisitions | Disposals | Other | Regularisation of rental income related to previous periods | Gross rental income 3 – at current scope | Gross rental income 3 | |
|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 3,762,761 | 10,296 | 225,533 | 23,667 | -1,245 | - | - | 247,954 | 215,237 |
| Healthcare real estate Belgium | 1,554,081 | 6,310 | 92,747 | 3,099 | -342 | - | - | 95,504 | 86,437 |
| Healthcare real estate France | 461,507 | 1,490 | 31,139 | 4,104 | -897 | - | - | 34,346 | 29,649 |
| Healthcare real estate Netherlands | 424,012 | 1,981 | 28,031 | 2,286 | -6 | - | - | 30,311 | 26,049 |
| Healthcare real estate Germany | 695,035 | -1,731 | 38,896 | 8,045 | - | - | - | 46,941 | 40,627 |
| Healthcare real estate Other | 628,125 | 2,245 | 34,720 | 6,132 | - | - | - | 40,852 | 32,475 |
| Offices (Belgium only) | 945,590 | 72 | 81,563 | 21 | -8,914 | -540 | - | 72,130 | 81,491 |
| Property of distribution networks (approx. 70 % Belgium, 30 % Netherlands) | 456,555 | 2,741 | 37,833 | - | -3,167 | - | - | 34,666 | 35,092 |
| GRAND TOTAL PORTFOLIO | 5,164,906 | 13,109 | 344,929 | 23,688 | -13,327 | -540 | - | 354,751 | 331,820 |
X Nursing and care home Clos de la Rivelaine - Charleroi (BE)
- For more details on the rental data, refer to the ‘Property report’ (pages 158 to 177).
- Including writeback of lease payments sold and discounted.
- ERV = Estimated Rental Value.
- For more details on the valuation data, see the ‘Management report’ at sections ‘Healthcare real estate’ (pages 36 to 61), ‘Offices’ (pages 70 to 77) and ‘Property of distribution networks’ (pages 62 to 69).
Investment properties - Rental data
(x 1,000 EUR)
| Segment | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV 3 at the end of the period | Vacancy rate at the end of the period | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV 3 at the end of the period | Vacancy rate at the end of the period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 247,954 | 246,504 | 1,839,522 | 261,372 | 254,172 | 0.6 % | 215,237 | 212,321 | 1,687,158 | 231,728 | 226,906 | 0.1 % |
| Healthcare real estate Belgium | 95,504 | 94,374 | 611,727 | 96,892 | 87,226 | 0.0 % | 86,437 | 85,429 | 607,753 | 91,268 | 84,713 | 0.0 % |
| Healthcare real estate France | 34,346 | 34,346 | 305,725 | 41,414 | 44,527 | 0.3 % | 29,649 | 29,630 | 219,800 | 29,458 | 32,830 | 0.5 % |
| Healthcare real estate The Netherlands | 30,311 | 30,398 | 200,694 | 31,023 | 29,304 | 1.0 % | 26,049 | 25,916 | 193,167 | 27,476 | 25,897 | 0.6 % |
| Healthcare real estate Germany | 46,941 | 46,796 | 400,958 | 48,536 | 48,923 | 2.4 % | 40,627 | 38,989 | 369,849 | 46,186 | 46,185 | 0.0 % |
| Healthcare real estate Other | 40,852 | 40,590 | 320,418 | 43,508 | 44,192 | 0.0 % | 32,475 | 32,355 | 296,589 | 37,340 | 37,282 | 0.0 % |
| Offices | 72,130 | 67,155 | 291,790 | 58,673 | 55,411 | 6.9 % | 81,491 | 75,893 | 371,290 | 69,223 | 66,272 | 6.4 % |
| Property of distribution networks | 34,666 | 33,928 | 308,917 | 34,769 | 29,974 | 0.3 % | 35,092 | 34,304 | 315,665 | 34,815 | 29,268 | 0.0 % |
| GRAND TOTAL PORTFOLIO | 354,751 | 347,587 | 2,440,229 | 354,815 | 339,556 | 1.6 % | 331,820 | 322,518 | 2,374,113 | 335,766 | 322,447 | 1.4 % |
Investment properties - Valuation data
(x 1,000 EUR)
| Segment | Fair value of the portfolio | Changes in fair value over the period | EPRA Net Initial Yield* | Changes in fair value over the period | Fair value of the portfolio | Changes in fair value over the period | EPRA Net Initial Yield* | Changes in fair value over the period |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 4,483,609 | -94,248 | 5.4 % | -2.1 % | 4,107,863 | 55,341 | 5.2 % | 1.4 % |
| Healthcare real estate Belgium | 1,663,234 | -41,572 | 5.7 % | -2.4 % | 1,658,718 | 39,744 | 5.3 % | 2.5 % |
| Healthcare real estate France | 668,740 | 17,616 | 5.8 % | 2.7 % | 455,050 | -4,391 | 6.0 % | -1.0 % |
| Healthcare real estate The Netherlands | 478,075 | 789 | 5.4 % | 0.2 % | 441,690 | -4,428 | 5.2 % | -1.0 % |
| Healthcare real estate Germany | 883,880 | -57,836 | 4.8 % | -6.1 % | 830,550 | 3,231 | 5.0 % | 0.4 % |
| Healthcare real estate Other | 789,680 | -13,245 | 5.0 % | -1.6 % | 721,855 | 21,186 | 4.7 % | 3.0 % |
| Offices | 945,590 | -71,886 | 5.6 % | -7.1 % | 1,187,999 | 26,266 | 5.2 % | 2.3 % |
| Property of distribution networks | 456,555 | 1,115 | 6.5 % | 0.2 % | 456,550 | -3,799 | 6.6 % | -0.8 % |
| GRAND TOTAL PORTFOLIO | 5,885,754 | -165,019 | 5.5 % | -2.7 % | 5,752,412 | 77,808 | 5.3 % | 1.4 % |
| Reconciliation with IFRS consolidated income statement | ||||||||
| Investment properties under development | 302,176 | -16,615 | 330,128 | -4,457 | ||||
| Assets held for sale | 43,111 | -18 | 117,270 | 4,108 | ||||
| TOTAL | 6,231,040 | -181,653 | 6,199,811 | 77,460 |
Investment properties - Rental data
(x 1,000 EUR)
| Segment | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV 3 at the end of the period | Vacancy rate at the end of the period | Gross rental income for the period 2 | Net rental income for the period | Available rental space (in m²) | Passing rent at the end of the period | ERV 3 at the end of the period | Vacancy rate at the end of the period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 247,954 | 246,504 | 1,839,522 | 261,372 | 254,172 | 0.6 % | 215,237 | 212,321 | 1,687,158 | 231,728 | 226,906 | 0.1 % |
| Healthcare real estate Belgium | 95,504 | 94,374 | 611,727 | 96,892 | 87,226 | 0.0 % | 86,437 | 85,429 | 607,753 | 91,268 | 84,713 | 0.0 % |
| Healthcare real estate France | 34,346 | 34,346 | 305,725 | 41,414 | 44,527 | 0.3 % | 29,649 | 29,630 | 219,800 | 29,458 | 32,830 | 0.5 % |
| Healthcare real estate The Netherlands | 30,311 | 30,398 | 200,694 | 31,023 | 29,304 | 1.0 % | 26,049 | 25,916 | 193,167 | 27,476 | 25,897 | 0.6 % |
| Healthcare real estate Germany | 46,941 | 46,796 | 400,958 | 48,536 | 48,923 | 2.4 % | 40,627 | 38,989 | 369,849 | 46,186 | 46,185 | 0.0 % |
| Healthcare real estate Other | 40,852 | 40,590 | 320,418 | 43,508 | 44,192 | 0.0 % | 32,475 | 32,355 | 296,589 | 37,340 | 37,282 | 0.0 % |
| Offices | 72,130 | 67,155 | 291,790 | 58,673 | 55,411 | 6.9 % | 81,491 | 75,893 | 371,290 | 69,223 | 66,272 | 6.4 % |
| Property of distribution networks | 34,666 | 33,928 | 308,917 | 34,769 | 29,974 | 0.3 % | 35,092 | 34,304 | 315,665 | 34,815 | 29,268 | 0.0 % |
| GRAND TOTAL PORTFOLIO | 354,751 | 347,587 | 2,440,229 | 354,815 | 339,556 | 1.6 % | 331,820 | 322,518 | 2,374,113 | 335,766 | 322,447 | 1.4 % |
Investment properties - Valuation data (x 1,000 EUR)
| Segment | Fair value of the portfolio 2023 | Changes in fair value over the period 2023 | EPRA Net Initial Yield* 2023 | Changes in fair value over the period 2023 | Fair value of the portfolio 2022 | Changes in fair value over the period 2022 | EPRA Net Initial Yield* 2022 | Changes in fair value over the period 2022 |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 4,483,609 | -94,248 | 5.4 % | -2.1 % | 4,107,863 | 55,341 | 5.2 % | 1.4 % |
| Healthcare real estate Belgium | 1,663,234 | -41,572 | 5.7 % | -2.4 % | 1,658,718 | 39,744 | 5.3 % | 2.5 % |
| Healthcare real estate France | 668,740 | 17,616 | 5.8 % | 2.7 % | 455,050 | -4,391 | 6.0 % | -1.0 % |
| Healthcare real estate The Netherlands | 478,075 | 789 | 5.4 % | 0.2 % | 441,690 | -4,428 | 5.2 % | -1.0 % |
| Healthcare real estate Germany | 883,880 | -57,836 | 4.8 % | -6.1 % | 830,550 | 3,231 | 5.0 % | 0.4 % |
| Healthcare real estate Other | 789,680 | -13,245 | 5.0 % | -1.6 % | 721,855 | 21,186 | 4.7 % | 3.0 % |
| Offices | 945,590 | -71,886 | 5.6 % | -7.1 % | 1,187,999 | 26,266 | 5.2 % | 2.3 % |
| Property of distribution networks | 456,555 | 1,115 | 6.5 % | 0.2 % | 456,550 | -3,799 | 6.6 % | -0.8 % |
| GRAND TOTAL PORTFOLIO | 5,885,754 | -165,019 | 5.5 % | -2.7 % | 5,752,412 | 77,808 | 5.3 % | 1.4 % |
| Reconciliation with IFRS consolidated income statement | ||||||||
| Investment properties under development | 302,176 | -16,615 | 330,128 | -4,457 | ||||
| Assets held for sale | 43,111 | -18 | 117,270 | 4,108 | ||||
| TOTAL | 6,231,040 | -181,653 | 6,199,811 | 77,460 |
Investment properties - Rental data (x 1,000 EUR)
Lease figures according to their end date
| Segment | Average lease length (in years) 2023 | Passing rents of the leases maturing in ERV 1 of the leases maturing in 2023 | Year 1 2023 | Year 2 2023 | Year 3- 5 2023 | Year 1 2022 | Year 2 2022 | Year 3- 5 2022 |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 15.1 | 15.4 | 3,051 | 363 | 14,502 | 2,351 | 329 | 13,504 |
| Healthcare real estate Belgium | 17.5 | 17.8 | - | 16 | 51 | - | 16 | 51 |
| Healthcare real estate France | 7.6 | 8.5 | 2,736 | - | 964 | 2,042 | - | 700 |
| Healthcare real estate The Netherlands | 9.8 | 10.1 | 312 | 347 | 5,532 | 307 | 314 | 4,761 |
| Healthcare real estate Germany | 19.7 | 19.7 | 3 | - | 222 | 2 | - | 260 |
| Healthcare real estate Other | 15.8 | 15.9 | - | - | 7,733 | - | - | 7,733 |
| Offices | 4.7 | 5.7 | 2,225 | 6,135 | 17,910 | 1,860 | 4,752 | 15,675 |
| Property of distribution networks | 11.6 | 11.6 | - | - | - | - | - | - |
| GRAND TOTAL PORTFOLIO | 13.1 | 13.5 | 5,276 | 6,498 | 32,412 | 4,210 | 5,082 | 29,179 |
Lease figures according to their revision date (break)
| Segment | Year 1 2023 | Year 2 2023 | Year 3 -5 2023 | Passing rents of the leases subject to revision in ERV 1 of the leases subject to revision in 2023 | Year 1 2022 | Year 2 2022 | Year 3 -5 2022 |
|---|---|---|---|---|---|---|---|
| Healthcare real estate | 3,108 | 3,028 | 19,883 | 2,407 | 2,797 | 19,944 | |
| Healthcare real estate Belgium | 8 | 1,826 | 45 | 8 | 1,826 | 45 | |
| Healthcare real estate France | 2,736 | 512 | 6,183 | 2,042 | 300 | 6,930 | |
| Healthcare real estate The Netherlands | 361 | 690 | 5,701 | 354 | 671 | 4,977 | |
| Healthcare real estate Germany | 3 | - | 222 | 2 | - | 260 | |
| Healthcare real estate Other | - | - | 7,733 | - | - | 7,733 | |
| Offices | 4,356 | 11,051 | 19,720 | 3,689 | 9,018 | 17,621 | |
| Property of distribution networks | - | - | - | - | - | - | |
| GRAND TOTAL PORTFOLIO | 7,464 | 14,080 | 39,604 | 6,096 | 11,815 | 37,565 |
- ERV = Estimated Rental Value.
- First break option for the tenant.
EPRA - Cost ratios* (x 1.000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Include : | ||
| (I) Administrative/operating expense line per IFRS income statement | 76,201 | 72,035 |
| Cost of rent-free periods | 6,318 | 6,584 |
| Charges and taxes not recovered from the tenant on let properties | 7,124 | 4,718 |
| Net redecoration expenses | 1,505 | 266 |
| Technical costs | 4,555 | 6,128 |
| Commercial costs | 6,531 | 4,360 |
| Taxes and charges on unlet properties | 2,762 | 3,966 |
| Corporate management costs | 47,407 | 46,013 |
| (II) Net service charge costs/fees | 0 | 0 |
| (III) Management fees less actual/estimated profit element | 0 | 0 |
| (IV) Other operating income/recharges intended to cover overhead expenses less any related profits | 0 | 0 |
| (V) Share of Joint Ventures expenses | 0 | 0 |
| Exclude (if part of the above) : | ||
| (VI) Investment property depreciation | 0 | 0 |
| (VII) Ground rent costs | 0 | 0 |
| (VIII) Service charge costs recovered through rents but not separately invoiced | 0 | 0 |
| EPRA COSTS (INCLUDING DIRECT VACANCY COSTS) (A) | 76,201 | 72,035 |
| (IX) Direct vacancy costs | -9,885 | -8,684 |
| EPRA COSTS (EXCLUDING DIRECT VACANCY COSTS) (B) | 66,316 | 63,351 |
| (X) Gross Rental Income less ground rents - per IFRS | 352,868 | 324,345 |
| (XI) Less : service fee and service charge costs components of Gross Rental Income (if relevant) | 0 | 0 |
| (XII) Add : share of Joint Ventures (Gross Rental Income less ground rents) | 0 | 0 |
| GROSS RENTAL INCOME (C) | 352,868 | 324,345 |
| EPRA COST RATIO (INCLUDING DIRECT VACANCY COSTS)* | 21.6 % | 22.2 % |
| EPRA COST RATIO (EXCLUDING DIRECT VACANCY COSTS)* | 18.8 % | 19.5 % |
Overhead and operating expenses capitalised (incl. share of joint ventures) 2,842 3,025
Cofinimmo capitalises the overhead costs and operational expenses (legal fees, project management fees, capitalised interests, etc.) directly linked to development projects.
Development projects
In the course of 2023, Cofinimmo carried out multiple redevelopment projects. For details on these ongoing and future projects, see pages 44 of chapter ‘Healthcare real estate’. X Nursing and care home - Leipzig (DE)
EPRA Capex (x 1,000 EUR)
31.12.2023
| Group (excl. joint ventures) | Healthcare real estate | Offices | Property of distribution networks | Joint ventures (proportionate share) | Group total | BE | FR | NL | DE | Other | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Acquisitions | 1 | 331,991 | 30,208 | 178,330 | 8,618 | 98,755 | 8,687 | 7,392 | 0 | 0 | 331,991 |
| Development | 2 | 121,951 | 10,699 | 5,642 | 12,712 | 109 | 61,694 | 31,052 | 43 | 0 | 121,951 |
| External costs capitalised | 119,909 | 10,267 | 5,442 | 12,623 | 109 | 61,504 | 29,921 | 43 | 0 | 119,909 | |
| Overhead and other expenses capitalised | 2,042 | 431 | 200 | 89 | 0 | 190 | 1,131 | 0 | 0 | 2,042 | |
| Investment properties | 5 | 50,635 | 11,824 | 6,697 | 3,169 | 12,410 | 3,504 | 8,614 | 4,415 | 0 | 50,635 |
| Major projects already (partially) income-generating | 44,601 | 11,326 | 6,332 | 2,473 | 11,556 | 3,439 | 7,388 | 2,087 | 0 | 44,601 | |
| No incremental lettable space | 5,233 | 328 | 365 | 697 | 854 | 65 | 1,111 | 1,813 | 0 | 5,233 | |
| Overhead and other expenses capitalised | 800 | 170 | 0 | 0 | 0 | 0 | 115 | 515 | 0 | 800 | |
| Total Capex | 3 | 504,576 | 52,731 | 190,670 | 24,500 | 111,275 | 73,886 | 47,058 | 4,458 | 0 | 504,576 |
| Conversion from accrual to cash basis | -15,195 | -821 | 786 | 1,405 | -3,995 | -1,226 | -12,006 | 661 | 0 | -15,195 | |
| Total Capex on cash basis | 489,382 | 51,910 | 191,456 | 25,905 | 107,280 | 72,660 | 35,052 | 5,119 | 0 | 489,382 |
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 | Other | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 5 | 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 accrual 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 |
- See main achievements 2023 on pages 48 to 61.
- See the committed investment programme in healthcare real estate on page 44.
- See ‘Management report’, section ‘Healthcare real estate’ (pages 36-61), section ‘Offices’ (pages 70 to 77) and section ‘Property of distribution networks’ (pages 62 ro 69).
- See Note 22 and Note 37.
- See Note 37.# SECTION 8 I DATA ACCORDING TO THE EPRA PRINCIPLE
EPRA LTV* (x 1,000,000 EUR)
31.12.2023
Debt-to-assets ratio according to the royal decree of 13.07.2014 concerning RRECs
| Group EPRA LTV* as reported | Proportionate consolidation | Group EPRA LTV* combined | Share of joint ventures | Share of material associates | Non- controlling Interests | |
|---|---|---|---|---|---|---|
| Include : | ||||||
| Borrowings from Financial Institutions | 742.1 | 742.1 | 43.6 | 0.0 | -39.8 | 746.0 |
| Commercial paper | 863.9 | 863.9 | 0.0 | 0.0 | 0.0 | 863.9 |
| Hybrids (including convertibles, preference shares, debt, options, perpetuals) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Bond loans | 1,123.5 | 1,123.5 | 0.0 | 0.0 | 0.0 | 1,123.5 |
| Foreign currency derivatives (futures, swaps, options and forwards) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Net debts | 158.2 | 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 | -23.6 | -4.9 | 0.0 | 3.7 | -24.9 |
| NET DEBT (A) | 2,887.7 | 2,705.9 | 38.7 | 0.0 | -36.0 | 2,708.6 |
| Include : | ||||||
| Owner-occupied property | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Investment properties at fair value | 5,885.8 | 5,885.8 | 51.1 | 0.0 | -153.0 | 5,783.9 |
| Properties held for sale | 43.1 | 43.1 | 0.0 | 0.0 | 0.0 | 43.1 |
| Properties under development | 302.2 | 302.2 | 104.1 | 0.0 | 0.0 | 406.3 |
| Intangibles | 2.1 | 2.1 | 2.7 | 0.0 | 0.0 | 4.8 |
| Net receivables | 333.3 | 90.7 | -84.8 | 0.0 | 38.3 | 44.1 |
| Financial assets | 23.6 | 33.1 | -33.1 | 0.0 | 0.0 | 0.0 |
| TOTAL PROPERTY VALUE (B) | 6,590.1 | 6,356.9 | 40.1 | 0.0 | -114.8 | 6,282.2 |
| LTV* (A/B) | 43.8 % | 42.6 % | 43.1 % |
200 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
(x 1,000,000 EUR)
31.12.2022
Debt-to-assets ratio according to the royal decree of 13.07.2014 concerning RRECs
| Group EPRA LTV* as reported | Proportionate consolidation | Group EPRA LTV* combined | Share of joint ventures | Share of material associates | Non- controlling Interests | |
|---|---|---|---|---|---|---|
| Include : | ||||||
| Borrowings from Financial Institutions | 818.3 | 818.3 | 110.6 | 0.0 | -11.4 | 917.5 |
| Commercial paper | 924.2 | 924.2 | 0.0 | 0.0 | 0.0 | 924.2 |
| Hybrids (including convertibles, preference shares, debt, options, perpetuals) | 0.0 | 10.8 | 0.0 | 0.0 | 0.0 | 10.8 |
| 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 debts | 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 % |
201
SECTION 8 I DATA ACCORDING TO THE EPRA PRINCIPLE I Corporate governance
202 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
X Nursing and care home - Legazpi (Madrid- ES)
Contents
- Corporate governance statement 204
- Decision-making bodies 212
- Rules and procedures 226
- Information required under article 34 of the royal decree of 14.11.2007 230
- Remuneration report 233
- Other parties involved 244
Corporate governance 203
SECTION 9 I CORPORATE GOVERNANCE I
Corporate governance statement
I. Governance principles
Cofinimmo seeks to maintain the highest standards of corporate governance and continuously reassesses its system based on accepted principles, practices, and requirements in the field. It is a priority for the company to conduct business honestly and correctly. In addition to complying with applicable regulations, ethical, transparent and sustainable corporate governance helps create long-term value for all stakeholders (shareholders, tenants, occupants, suppliers, employees, the environment, etc.). These rules and principles are set out in various charters, codes and policies. They constitute the company’s corporate governance principles and are available on the website of the company www.cofinimmo.com :
- the articles of association ;
- the governance charter ;
- the code of conduct ;
- the code of conduct for suppliers ;
- the market abuse prevention code ;
- the data protection statement ;
- the whistleblowing policy ;
- the anti-corruption, anti-fraud and anti-money laundering policy ;
- the remuneration policy ;
- the human rights policy (including labour law) ;
- the ESG policy ;
- the environmental policy ;
- the corporate values.
Other rules and principles are set out in internal policies and charters such as the occupants’ charter, human resources, due diligence, sustainable purchasing, philanthropy and sponsorship, tax and risk management policies.
II. 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. The 2020 Code is based on the ‘comply or explain’ principle, whereby any departure from the principles must be explained. The board of directors declares that, to the best of its knowledge, its corporate governance practices comply with the 2020 Code, with the exception of one of the independence criteria set out in principle 3.5 of the Code. Indeed, it should be recalled that the ordinary general meeting of 12.05.2021 renewed the term of office of Xavier de Walque as independent director in accordance with article 7:87 §1 of the CCA. The board of directors considered it appropriate to waive one of the independence criteria, since Xavier de Walque’s term of office, now more than 12 years, in no way impedes his independence. In fact, 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, 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.
III. Internal control and risk management systems
Cofinimmo has implemented an internal and risk management control process in accordance with corporate governance rules and with the various laws applicable to public regulated real estate companies. The internal control and risk management process provides reasonable assurance that the items below are achieved : orderly and prudent conduct of business with clearly defined objectives, economical and efficient use of resources, adequate knowledge and control of risks to protect assets, integrity and reliability of financial and management data and compliance with laws and regulations, as well as policies, plans and general internal procedures. The executive committee is responsible for its development and the board of directors is responsible for identifying and assessing the risks to which the company may be exposed and for monitoring the effectiveness of internal controls, with the assistance of the audit committee, the nomination, remuneration and corporate governance committee and other specific functions as required :
- a compliance officer - Françoise Roels, Chief corporate affairs & secretary general
- a risk manager - Françoise Roels, Chief corporate affairs & secretary general
- an internal auditor - Christophe Pleeck, under the supervision and responsibility of Jean-Pierre Hanin, Chief Executive Officer.
¹ This section forms an integral part of the statutory and consolidated management report.
204 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Method
Cofinimmo applies an integrated approach to internal control and risk management, based on the Three Lines of Defence model developed by the Institute of Internal Auditors. This model makes it possible to identify the best processes for achieving the group’s objectives and improving its governance, while controlling the associated risks.
First line - risk management and control
Cofinimmo must ensure that it identifies and controls the risks inherent in its own processes and that its self-assessment of these risks is of sufficient quality, through appropriate awareness and a risk culture. Risk management is an integral part of corporate management and is present at all levels of the group’s responsibilities and organisation, from day-to-day financial and operational management to the analysis of investment files and the definition of strategy and objectives.
Second line - continuous monitoring
Functions within the group, such as the risk manager and the compliance officer, support the company and management by providing expertise, assistance, monitoring and constructive criticism in the management of the risks faced by Cofinimmo. These functions enable Cofinimmo to obtain a reasonable degree of assurance and to inform the company and management of the adequacy and effectiveness of its risk control through the identification, measurement and reporting of risks.
Third line – independent assurance
Internal Audit is an evaluation function integrated into the organisation that provides independent assurance on the adequacy and effectiveness of governance and risk management by examining and evaluating the proper functioning, effectiveness and efficiency of Cofinimmo’s processes, procedures and activities.
Frame of reference
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 ERM Model
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, risk assessment, control activities, information and internal communication, monitoring and follow-up.
Component No 1: 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, through:
- corporate governance rules and the existence of an audit com- mittee, 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;
- integrating 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 sus- tainability vision and obligations;
- the existence of a code of good conduct dealing with rules gov- erning conflicts of interest, professional secrecy, transactions in financial instruments, corruption, fraud and money laundering, business gifts, competition, respect for personal data and the whistleblowing policy. Some of these matters are the subject of specific policies or codes, such as the market abuse preven- tion code, the data protection statement, the whistleblowing policy and the anti-corruption, fraud and money laundering policy;
- respect for separation of duties principles through the appli - cation 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 envi - ronment. 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.
Component No 2: Risk Assessment
Risk assessment includes the identification of risk events, their analysis and the measures taken to address them in an effec- tive 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 oper- ating levels, from the most global level to their implementation in the functional units, through:
- an overall in-depth risk analysis of the company is carried out periodically in collaboration with all the hierarchic levels of the company, each for its respective area of competence;
- an analysis based on strategic choices, legal constraints and the environment within which the company operates, encom- passing risks related to sustainability, such as the impact of cli- mate change on the company’s activities, including:
- identification of potential risks;
- probability of occurrence; and
- the impact on objectives viewed from different angles: risks relating to Cofinimmo’s activities and its business segments, risks relating to Cofinimmo’s financial situation, legal and regulatory risks, risks relating to internal control as well as environmental, social and governance risks;
- an analysis formalised in a document which is presented and discussed at an executive committee meeting. It is updated throughout the year according to the evolution of business activities and new commitments, taking into account the les- sons from the past. As part of the major risks analysis, this document is presented once a year to the audit committee, which will use it, among other things, to decide on the audit assignments entrusted to the internal auditor. Furthermore, each major project undergoes a specific risk analysis based on an organised framework to improve the quality of infor- mation used in the decision-making process. This framework includes transition risks associated with climate change such as energy performance of projects, as well as physical risks associated with climate change such as flood risk;
- a recent external audit of the risk management system ena- bled to identify a number of areas for improvement. These have been prioritised and are the subject of internal action plans, most of which have already been implemented.
Component No 3: Control Activities
Controls are implemented in the company’s departments in response to the risks identified at various levels.
Financial Control Activities
Financial control activities at the level of:
- Budget: A budget, which is the quantified application of the company’s objectives, is drawn up annually and checked each quarter. It includes both income outlook, such as rents for the year, but also costs related to the management and devel- opment of the property portfolio, as well as financial costs related to the financing structure of the activities. The budget is validated by the executive committee and then presented to the board of directors, which approves it. Variations between the estimated budget and the actual result are reviewed quar- terly by the executive committee, the audit committee and the board of directors.
- Credit: The solvency of major clients without a financial rating is analysed at various key points in time. The amounts and validity of tenants’ rental guarantees are verified quarterly by the operational teams.
- Accounting: The use of SAP, the company’s Enterprise Resource Planning (ERP) includes a number of automatic controls. SAP maintains all accounting and financial information as well as all data related to the real estate business (i.e. monitoring of rental contracts, rent invoices, statements of charges, orders, purchases, work site budget monitoring, etc.).
- Treasury: The use of multiple financing sources and financial institutions as well as staggered maturity dates limit the risk of refinancing concentration. Interest rate risk is limited by the application of a hedging policy and the use of a treasury soft- ware facilitates the day-to-day monitoring of cash positions and cash-pooling operations.
Operational Control Activities
Operational control activities, including, for example:
- The rental situation is analysed every six months, as well as lease terms and the risks and opportunities associated with rental income.
- The dual signature principle is applied within the limits of del- egations of authority for commitments to third parties, whether this involves asset acquisitions, rental transactions, orders of any type, invoice approvals or payments.
- The use of workflow software across stages of commercial activity (space rental) strengthens controls at key stages of the process.
- The assessment of the situation of customers, suppliers and counterparties to purchase and sales transactions in the con- text of the fight against money laundering, to ensure that third parties offer sufficient guarantees in terms of integrity.
- The register and movements of COFB registered shares are integrated in a secure IT application (Capitrack) developed and supplied by Belgium’s central depository, Euroclear Belgium.
- The use of an online platform that allows the monitoring of the group’s tax obligations and facilitates data exchange. Simi- larly, a tax control system has been put in place which allows internal control, in accordance with the rules of the Organi- sation for Economic Cooperation and Development (OECD), of processes and transactions with tax consequences.
- The use of an online platform to manage the legal secretariat of the group’s subsidiaries.
- The implementation of an internal system to control the pro- cessing of personal data. In 2021, this system was audited by an external consultant specialising in this field, who concluded that the level of compliance in place was quite satisfactory.
Component No 4: Information and Internal Communication
Information dissemination and communication across the com- pany’s various levels occurs through work meetings and reporting processes, and includes:
- A quarterly management report, established by the Control department, details income statement and balance sheet situ- ations, 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.
- A quarterly ESG report, established by the ESG department, includes the key ESG indicators and their progress in relation to objectives, and the results of the latest ESG ratings/certifi - cations. It also includes the ESG dashboard. It is discussed by the executive committee and the audit committee.
- Specific reports prepared periodically by each department.
- Weekly meetings of the executive committee to systematically review important issues dealing with the company’s operations and business, and to discuss property investments and divest- ments, 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.After being awarded a gold level certificate by ‘Investors in People®’ in 2022, the company launched a survey in 2023 to measure employees’ relationship with their work, their management and their colleagues. As a result of this survey, the company was awarded ‘Great Place To Work®’ in all the counties where it was eligible for (being specifically Belgium and Germany). This award is a global benchmark for corporate culture, employee experience and leadership behaviours.
206 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Component No 5 : monitoring and follow-up
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, through:
- a quarterly closing prepared 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;
- quarterly analysis prepared by each department which collect relevant information at its own level and compare it 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 that 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 (cybersecurity) 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 the company’s business operations. 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. The company also organises an annual intrusion test, with the partner responsible for the test rotating.
IV. 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 10.10.2023. 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 31.12.2023 have been published in accordance with the provisions of the above-mentioned law and are available on the company’s website www.cofinimmo.com. The board of directors declares that the shareholders listed below do not have different voting rights.
| Company | % |
|---|---|
| BlackRock | 6.69 |
| Cofinimmo group¹ | 0.06 |
| Others < 5 % | 93.25 |
| TOTAL | 100.00 |
- Voting rights attached to the treasury shares are suspended.
V. Governance structure
Cofinimmo has opted for a one-tier governance structure, as defined in articles 7:85 et seq. of the CCA. It is managed by a board of directors, which is empowered to perform all acts necessary or useful for the achievement of the company’s purpose, except for those acts for which the general meeting is competent. 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. The board of directors has also established an audit committee and a nomination, remuneration and corporate governance committee to advise, monitor and prepare certain decisions to be taken by the board of directors. Decision-making power lies with the board of directors as a whole. In accordance with the legislation governing regulated real estate companies and the rules of governance, the company also has a control activity carried out by the internal audit, compliance and risk management functions. Decisions on integrating, monitoring and developing ESG objectives, including climate-related topics, into day-to-day management are guided by the Head of ESG.
207 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I
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
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
Risk manager
- Ensures compliance with the strategic and operational framework for risk management, both in terms of tolerance and roles and responsibilities
- Defines the guidelines, methodology and discipline to be followed for systematic risk management
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
- Collaborates with the operational teams to monitor the implementation of 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
- monitors compliance with policies and codes such as the ESG policy, the human rights policy, the environmental policy and the code of conduct for suppliers
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
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
- Monitors compliance with policies and codes, such as the market abuse prevention code, the code of good conduct, the whistleblowing policy the company values and policies on preventing corruption, fraud and money laundering
208 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
VI. 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 150). The main goal of governance is to pursue and achieve quality, development and sustainability. Diversity contributes to high-quality management.# SECTION 9 I CORPORATE GOVERNANCE STATEMENT I
Diversity
Diversity in the board of directors and its committees Diversity in the board of directors, under NRC’s responsibility, is not only demonstrated by its high proportion of women, but also by the presence of four 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 (see page 213). Furthermore, the significant presence of women at Cofinimmo has been confirmed by several studies on gender diversity in the governance bodies of Belgian companies. By way of example, the study carried out by the Institute for Gender Equality (Jump) on gender diversity in corporate governance bodies, published on 31 March 2023, shows that Cofinimmo ranks second among the companies listed on the Euronext Brussels BEL20 index in terms of the representation of women on the board of directors and the executive committee.
Diversity within management For many years, women made up the majority of the group’s staff, many of them have management roles. In total, 29% 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. In this way, Cofinimmo assumes its responsibility in terms of protecting women’s rights (as an integral part of its human rights policy).
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 and the ‘Great Place to Work’ certification. 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 2023, Cofinimmo recruited 9 new colleagues of which 1 outside Belgium. Among them, 5 people are older than 50 and none 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 no less than equality.’
209
SECTION 9 I CORPORATE GOVERNANCE STATEMENT I
24 MANAGERS
154 EMPLOYEES OF WHICH 24 MANAGERS
| Category | Managers | Employees |
|---|---|---|
| Gender | ||
| 71 % Men | 58 % | 47 % |
| 29 % Women | 42 % | 53 % |
| Age | ||
| 31-50 years | 6 % | 60 % |
| > 50 years | 33 % | 33 % |
| < 30 years | 12 % | 22 % |
| Seniority | ||
| < 5 years | 8 % | 25 % |
| 6-10 years | 12 % | 11-15 years |
| 11-15 years | 25 % | > 15 years |
| > 15 years | 33 % |
- Average seniority is 8 years.
- Average age is 45 years.
| Category | Managers | Employees |
|---|---|---|
| Nationality | ||
| 88 % Belgian | 77 % | |
| 22 % EU | 12 % | |
| 1 % Non-EU | 33 % | |
| Departments | ||
| 50 % Real estate | 53 % | |
| 42 % Finance | 34 % | |
| 8 % Corporate | 14 % |
‘Cofinimmo has been recognised as the #1 company in Belgium in terms of gender equality.’
210 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 211
SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
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 directors (also 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 , who represent all stakeholders including employees, comply with the independence criteria as set out in article 7:87 §1 of the CCA and the 2020 Code, to the exception of. Xavier de Walque (see page 204) The operating rules of the board of directors are provided in the corporate governance charter, available on the website of the company www.cofinimmo.com.
Diversity on the board of directors
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, bringing to four the minimum number of female administrators requested by article 7:89 of the CCA. The board comprising four women and nine men, it complies with the mix ratio set by law. Cofinimmo also sponsors the activities of the non-profit association Women on Board, which aims at promoting the presence of women on boards of directors. 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 p. 209). The gender balance varies according to the vacancies on the board and the complementarity of the various members with regard to the various aspects of diversity. In addition to gender diversity, the Board pays constant attention to its international dimension and maintains a balance of diversity in the broadest sense, in terms of skills, experience, nationality, age and independence. The members of the board respond to the need for skills, expertise, knowledge and experience in the various areas that the board deems necessary.
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.
| Aspect | Details |
|---|---|
| Status | |
| 9 Independent | |
| 1 CCA independent | |
| 3 Executive | |
| Age | |
| 40-49 years | 1 |
| 50-59 years | 5 |
| 60+ years | 7 |
| Gender | |
| 9 Men | |
| 4 Women | |
| Nationality | |
| 9 Belgium | |
| 2 France | |
| 1 The Netherlands | |
| 1 Germany | |
| Seniority | |
| 0-4 years | 7 |
| 5-8 years | 6 |
| 9-12 years | 5 |
| +12 years | 4 |
Average tenure of directors : 7 years
Average tenure of independent directors : 5.4 years
213
SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
Director renewals and appointments at the general assembly of 10.05.2023
The ordinary general meeting of 10.05.2023 approved the renewal for four years of the term of office of Benoit Graulich as independent director as defined by article 7:87 §1 of the CCA and the 2020 Code. His term of office will expire on 12.05.2027. The ordinary general meeting of 10.05.2023 also approved the appointment for four years of Jean Hilgers as independent director as defined by article 7:87 §1 of the CCA and the 2020 Code. His term of office will expire on 12.05.2027.
Director renewals and appointments at the general assembly of 08.05.2024
Since Maurice Gauchot and Diana Monissen did not seek reappointment, their terms of office will cease at the end of the general meeting of 08.05.2024. The board of directors warmly thanked Maurice Grauchot and Diana Monissen for their contributions to the board of directors’ discussions since 2016. Subject to the approval of the FSMA, the board of directors will propose to the ordinary general meeting of 08.05.2024 the renewal for four years of the terms of office of Olivier Chapelle as non-executive independent director as defined by article 7:87 §1 of the CCA and the 2020 Code, and Xavier de Walque as non-executive director for a term of four years. The company has identified three new candidate-directors, whose appointment, subject to approval by the FSMA, as an independent directors as defined by article 7:87 §1 of the CCA and the 2020 Code will be proposed to the general meeting of 08.05.2024 for a term of four years.# Composition of the Board of Directors as at 31.12.2023
| Name | Quality | CCA and 2020 Code | Independent | Gender | Nationality | Year of birth | Start of term | Last renewal | End of term |
|---|---|---|---|---|---|---|---|---|---|
| Jacques van Rijckevorsel | Non-executive director | ✔ | M | Belgian | 1950 | 10.05.2017 | 12.05.2021 | 14.05.2025 | |
| Jean-Pierre Hanin | Executive director | M | Belgian | 1966 | 08.02.2018 | 11.05.2022 | 13.05.2026 | ||
| Jean Kotarakos | Executive director | M | Belgian | 1973 | 01.06.2018 | 11.05.2022 | 13.05.2026 | ||
| Françoise Roels | Executive director | F | Belgian | 1961 | 27.04.2007 | 12.05.2021 | 14.05.2025 | ||
| Inès Archer-Toper | Non-executive director | ✔ | F | French | 1957 | 08.05.2013 | 12.05.2021 | 14.05.2025 | |
| Olivier Chapelle | Non-executive director | ✔ | M | Belgian | 1964 | 11.05.2016 | 13.05.2020 | 08.05.2024 | |
| Anneleen Desmyter | Non-executive director | ✔ | F | Belgian | 1976 | 09.06.2022 | -/- | 13.05.2026 | |
| Xavier de Walque | Non-executive director | ✔(*) | M | Belgian | 1965 | 24.04.2009 | 13.05.2020 | 08.05.2024 | |
| Maurice Gauchot | Non-executive director | ✔ | M | French | 1952 | 11.05.2016 | 13.05.2020 | 08.05.2024 | |
| Benoit Graulich | Non-executive director | ✔ | M | Belgian | 1965 | 05.05.2019 | 10.05.2023 | 12.05.2027 | |
| Jean Hilgers | Non-executive director | ✔ | M | Belgian | 1963 | 10.05.2023 | -/- | 12.05.2027 | |
| Diana Monissen | Non-executive director | ✔ | F | Dutch | 1955 | 11.05.2016 | 13.05.2020 | 08.05.2024 | |
| Michael Zahn | Non-executive director | ✔ | M | German | 1963 | 11.05.2022 | -/- | 13.05.2026 |
(*) Independent as defined by article 7:87 §1 of the CCA.
214 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Jacques van Rijckevorsel
Chairman of the board of directors. Chairman of the nomination, remuneration, and corporate governance committee. His deep knowledge of the health and hospital sectors, ESG issues, including climate-related topics, and more specifically 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 performance of his duties as chairperson of the board of directors and of the nomination, remuneration and corporate governance committee.
- Current position: chairman of the board of directors of Cliniques Universitaires Saint-Luc (UCL) (Avenue Hippocrate/Hippocrateslaan 10, 1200 Brussels)
- Current mandates: Capricorn Sustainable Chemistry Fund, Cliniques Universitaires Saint-Luc, Fondation Saint-Luc, Fondation Louvain, Fondation Médicale Reine Elisabeth, Institut de Duve, Louvain School of Management, Consultative Committee of ING Brussels
- Previous mandates: Solvay and several subsidiaries, CEFIC, Belgian-Luxembourg Chamber of Commerce for Russia and Belarus, Synergia Medical, Guberna, N-Side, Plastics Europe
Jean-Pierre Hanin
Managing director - Chief Executive Director. Effective manager. Jean-Pierre Hanin joined Cofinimmo in February 2018 and holds several mandates 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.
- 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: -/-
Jean Kotarakos
Executive director - 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). Since 2010, he has taught in the Real Estate Executive Programme (at ULB until 2021, and VUB since). He also holds several mandates in Cofinimmo group subsidiaries. Jean Kotarakos 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. At Cofinimmo, he oversees Accounting, Communication & IR, Control, IT, Mergers & Acquisitions, and Treasury & Project Finance departments.
- 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
Françoise Roels
Executive director - 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 mandates 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.
- 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, PMH SA/NV, Les Petits Riens ASBL/Spullenhulp VZW
- Previous mandates: Domicilia SA/NV, Women on Board ASBL/VZW
SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
Inès Archer-Toper
Member of the nomination, remuneration and corporate governance committee. Her extensive expertise in real estate, finance, particularly in France, M&A experience and entrepreneurial spirit support the company’s continued growth.
- Current position: Company director (France)
- Current mandates: Aina Investment Fund (Luxembourg - an entity of Edmond de Rothschild group), Gecina SA, Lapillus OPCI, Nimanimmo SAS
- Previous mandates: Segro PLC SA (United Kingdom), Axcior Immo and Axcior Corporate Finance SA, Orox Asset Management SA, EDRCF
Olivier Chapelle
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 Officer of a listed industrial company, and his knowledge of governance issues are major assets for Cofinimmo’s entrepreneurial spirit.
- Current position: -/-
- Current mandates: Calyos SA/NV, Sofin- dev Equity Partners
- Previous mandates: Fédération des Entreprises Belges/Verbond van Belgische Ondernemingen (FEB/VBO), Recticel
Anneleen Desmyter
Her deep knowledge of the Belgian business environment and her excellent professional background will contribute to the strategic growth of the company.
- Current position: Chief Executive Officer (CEO) of Yally NV (Karel Oomsstraat 37, 2018 Antwerp)
- Current mandates: Christiaens group, Cure Care Network, Think Together, Yally & Affiliates
- Previous mandates: Aldea Group, Qrf City Retail, Quares & Affiliates, Thomas More University College
Xavier de Walque
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 entrepreneurial spirit, are major assets to the financing policy and the sustainability of the company.
- Current position: member of the executive committee and Chief Financial Officer of Cobepa SA/NV (Rue de la Chancellerie/Kanselarijstraat 2/1, 1000 Brussels)
- Current mandates: several mandates in Cobepa group subsidiaries (Cobepa North America, Cobid, Cobip, Cosylva, Financière Cronos, Ibel, Mascagna, Mosane, RPLT 2023, Sophinvest, Ulran), AG Insurance
- Previous mandates: BrunchCo 21, Cobepa Nederland, Degroof Equity, DSDC, JF Hillebrand AG, Guimard Finance, Lunch Time, Puccini Partners, Sophielux 1, Sophielux 2
Maurice Gauchot
His vast experience and expertise in real estate, particularly in France, as well as his expertise in digital innovation and technology in the broadest sense, contribute to the growth and development of a sustainable strategy for Cofinimmo.
- Current position: Company director (Avenue Pierre I er de Serbie 16, 75116 Paris, France)
- Current mandates: Codic SA/NV, Stone Estate (Zurich), SCI Foncière CRF
- Previous mandates: CBRE Holding France, La Foncière Numérique, Inter - construction 2
Benoit Graulich
Chairman of the audit committee. Besides his general management experience, 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.
- Current position: Managing Partner of Bencis Capital Partners, Belgium, Netherlands, Germany (Culliganlaan 2 E, 1831 Diegem)
- Current mandates: Bencis Capital Partners and its subsidiaries, Lotus Bakeries NV
- Previous mandates: Van de Velde NV
216 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Jean Hilgers
Member of the audit committee. His exceptional expertise in financial management, risk management and prudential control brings significant added value to the company and is an important asset in his role on the Audit Committee.# SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES
Board of directors’ activity report
Composition
- 10 non-executive members (of which 9 CCA and 2020 Code independent members and 1 CCA independent member)
- 3 executive members
Number of meetings
8
Overall attendance rate
95 %
| Name | Attendance |
|---|---|
| Jacques van Rijckevorsel | 8/8 |
| Jean-Pierre Hanin | 8/8 |
| Jean Kotarakos | 8/8 |
| Françoise Roels | 8/8 |
| Inès Archer-Toper | 8/8 |
| Olivier Chapelle | 7/8 |
| Anneleen Desmyter | 8/8 |
| Xavier de Walque | 8/8 |
| Maurice Gauchot | 8/8 |
| Benoit Graulich | 8/8 |
| Jean Hilgers | 3/5 |
| Diana Monissen | 8/8 |
| Michael Zahn | 7/8 |
Throughout the year, the board of directors paid particular attention to subjects related to ESG, including climate-related topics, both on the environmental, social and governance aspects, and always in the context of a global strategy. As it does every year, 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. In 2023, after redefining the values that govern its interactions with all stakeholders, the company carried out an in-depth review of its various policies related to ESG, including climate-related topics, that apply within the group. In 2023, the company has been committed to providing ongoing training to its employees in various areas such as cybersecurity, market abuse prevention rules, whistleblowing procedures, etc. to ensure that all employees comply with the company’s rules, maintain a quality working environment and prevent financial losses. The board has committed to follow up on the action points identified in the in-depth evaluation with the help of an external consultant in 2022. In addition to these topics, the board of directors ruled on various matters in the following fields:
Strategy
- monitoring of Cofinimmo’s strategy and development, including the ESG strategy, including climate-related topics.
Real estate
- analysis and approval of investment, divestment, and (re)development projects, in line with the ESG strategy, including climate-related topics, including the acquisition of healthcare real estate assets as well as stakes in real estate companies;
- two capital increases through contributions in kind of healthcare real estate assets within the limits of the authorised capital;
- takeover of a consolidated company owning 6 healthcare real estate assets in France;
- disposal of office buildings, healthcare assets and properties of distribution networks, more specifically review of the divestment programme and completion of the disposal of the portfolio of property of distribution network in France;
- follow-up on tenants and operators;
- renewal of the authorisation of the board of directors to increase the share capital under the authorised capital.
Financial
- monitoring of the company’s financing;
- a capital increase through a contribution in cash by means of a private placement in an accelerated bookbuilding procedure with qualified investors as part of the share capital;
- a capital increase through the contribution in kind of an optional dividend within the limits of the authorised capital.
ESG
- monitoring the development of the 30³ project, including the risks posed by climate change;
- monitoring of a sustainable financing framework;
- monitoring the implementation of governance policies.
Internal control
- internal control plans and reports of the compliance officer, the risk manager, and the internal auditor;
- review of major risks;
- annual report, ESG report, and core documents pertaining to the ongoing management of internal control.
Governance
- assessment of the executive committee, setting its objectives, and the fixed and variable remuneration;
- follow-up on the 2022 in-depth assessment of the board of directors by an external consultant;
- benchmarking the remuneration of the executive committee;
- development of a new long-term remuneration plan for the executive committee;
- four-yearly review of the remuneration policy;
- process of reassessing the one tier governance structure;
- shareholder composition;
- monitoring the implementation of external and internal policies and charters.
Composition of the board
- proposal to renew, at the ordinary general meeting of 10.05.2023, the term of office of Benoit Graulich as independent director as defined in article 7:87 §1 of the CCA and principle 3.5 of the 2020 Belgian corporate governance code;
- proposal to appoint, at the ordinary general meeting of 10.05.2023, Jean Hilgers as independent director as defined in article 7:87 §1 of the CCA and principle 3.5 of the 2020 Belgian corporate governance code.
Composition of the audit committee
- appointment of Jean Hilgers as a member of the audit committee to replace Inès Archer-Toper.
Composition of the nomination, remuneration and corporate governance committee
- appointment of Inès Archer-Toper as a member of the nomination, remuneration and corporate governance committee to replace Maurice Gauchot.
Audit committee
Composition
| Name | Role |
|---|---|
| Benoit Graulich | chairperson of the audit committee |
| Inès Archer-Toper | until 10.05.2023 |
| Xavier de Walque | |
| Jean Hilgers | since 10.05.2023 |
| CCA and 2020 Code independent | 2 |
| CCA independent | 1 |
Number of members
3
Number of meetings
8
Overall attendance rate
97 %
| Name | Attendance |
|---|---|
| Benoit Graulich | 7/8 |
| Xavier de Walque | 8/8 |
| Inès Archer-Toper | 3/3 |
| Jean Hilgers | 5/5 |
Standing guests
- Jacques van Rijckevorsel (chairman of the board of directors)
- Jean-Pierre Hanin (executive director - Chief Executive Officer)
- Jean Kotarakos (executive director - Chief Financial Officer)
- Françoise Roels (executive director - Chief Corporate Affairs & Secretary General)
- Sébastien Berden (member of the executive committee - Chief Operating Officer Healthcare)
- Yeliz Bicici (member of the executive committee - Chief Operating Officer Offices & Real Estate Development)
Following the general meeting of 10.05.2023, Jean Hilgers has been appointed as a member of the audit committee to replace Inès Archer-Toper. The chairman of the board of directors and the members of the executive committee are not members of the audit committee. They are invited to attend the meetings, but are not entitled to vote. The chairman of the audit committee is appointed by the members of the committee. The members of the audit committee have a collective expertise in the company’s field of activities. At least one member has accounting and auditing expertise. The current composition of the audit committee and the tasks 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 organisation of the profession and the public supervision of auditors. The audit committee’s procedural rules are detailed in the company’s corporate governance charter.
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Audit committee’s activity report
The audit committee 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. It also reviewed the following topics:
- transition from the previous auditor (whose term of office ran until 10.05.2023) to the current auditor (whose term of office began on 10.05.2023)
- recommendation formulated by the auditor regarding internal control procedures and IT procedures;
- results of the computer intrusion test;
- list of recommendations made by the internal auditor;
- internal audit reports on the following subjects: activities in Spain, France and the Netherlands, project management activities, rent collection and expense rebilling processes, and operational risk management;
- 2023 and 2024 planning of internal audit assignments;
- tax risk report;
- major risks;
- list of incidents;
- ongoing disputes;
- financial outlook, in particular as part of the preparation of the 2023 budget finalised in February 2023, and the capital increase carried out in October 2023;
- commercial paper programme;
- achievement of the company’s ESG objectives, including climate-related topics;
- ESG policies and the roadmap for monitoring their application;
- compliance charter;
- annual report, ESG report, and core# Nomination, remuneration and corporate governance committee
Composition
| Number of members | 4 |
|---|---|
| Jacques van Rijckevorsel | chairman of the NRC and the corporate governance committee |
| Inès Archer-Toper | since 10.05.2023 |
| Olivier Chapelle | |
| Maurice Gauchot | until 10.05.2023 |
| Diana Monissen | CCA and 2020 Code independent |
| Number of meetings | 6 |
| Overall attendance rate | 100 % |
| Jacques van Rijckevorsel | 6/6 |
| Inès Archer-Toper | 4/4 |
| Olivier Chapelle | 6/6 |
| Maurice Gauchot | 2/2 |
| Diana Monissen | 6/6 |
Standing guests
- Jean-Pierre Hanin executive director - Chief Executive Officer
- Françoise Roels executive director - Chief Corporate Affairs & Secretary General
Following the general meeting of 10.05.2023, Inès Archer-Toper has been appointed as a member of the NRC to replace Maurice Gauchot. The members of the executive committee are not members of the NRC but are invited to attend meetings without taking part to the votes. They do not take part in the matters that relate to them. 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 proce- dural rules are listed in the company’s corporate governance charter.
Nomination, remuneration, and corporate governance committee’s activity report
In 2023, the committee paid particular attention to the review of the long-term remuneration plan, with a view to proposing the approval of a new remuneration policy to the annual general meeting on 08.05.2024. In addition, the main topics covered during NRC meetings were as follows :
Composition of the board of directors
- recommendation to renew the term of office of a non-executive and independent director as defined by article 7:87 §1 of the CCA and the 2020 Code, namely : Benoit Graulich ;
- recommendation to appoint a non-executive and independent director as defined by article 7:87 §1 of the CCA and the 2020 Code, namely : Jean Hilgers ;
- recruitment process for three new non-executive directors.
Evaluation, objectives and remuneration of the executive committee
- evaluation of the executive committee members and their remuneration as well as the variable remuneration criteria ;
- setting the executive committee’s 2024 objectives ;
- further development of the ESG objectives, including climate-re- lated topics, in the context of the long-term remuneration ;
- executive committee remuneration benchmarking ;
- annual review of the executive committee fix remuneration ;
- benchmarking and development of a new long-term remu- neration plan.
Governance
- preparation of the remuneration report ;
- four-yearly review of the remuneration policy ;
- preparation of the corporate governance statement ;
- succession planning ;
- review of new legislation.
Evaluation of the board of directors and committee
- follow-up on the 2022 in-depth assessment of the board of directors with an external consultant.
220 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Executive committee
Composition
The board of directors has delegated certain special powers to its executive committee, whose creation and existence is pro- vided 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, Jean-Pierre Hanin (Chief Executive Officer), it includes the following members : Jean Kotarakos (Chief Financial Officer), Françoise Roels (Chief Corporate Affairs & Secretary General), Sébastien Berden (Chief Operating Officer Healthcare), and 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 direc- tors 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.
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| Gender | |
|---|---|
| 3 Men | 2 Women |
| Seniority | |
|---|---|
| 4 | 5-8 years |
| 3 | 9-12 years |
| 2 | 13-16 years |
| 1 | |
| 0 |
| Age | |
|---|---|
| 3 | 40-49 years |
| 2 | 50-59 years |
| 1 | 60+ years |
| 0 |
221 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
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. Within Cofinimmo, he oversees the Data Management, ESG and HR & Internal Com- munication departments.
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 Brus- sels School of Economics and Management (ULB). Since 2010, he has taught in the Real Estate Executive Programme (at ULB until 2021, and VUB since). He also holds several mandates in Cofinimmo group subsidiaries. Jean Kotarakos has held numer- ous 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. At Cofinimmo, he oversees Accounting, Com- munication & IR, Control, IT, Mergers & Acquisitions, and Treasury & Project Finance departments.
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 also holds several mandates 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. 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. Within Cofinimmo, she oversees the Cor- porate Governance, Legal and Tax departments.
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 Belgium, Healthcare France, Healthcare Netherlands, and Healthcare New geographies departments. He holds several mandates in Cofinimmo group subsidiaries. He is also a director of 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 Devel- opment 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.
222 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 assumes the role of Chief Operating Officer Offices & Real Estate Develop- ment since July 2018. Additionally, she holds several mandates in Cofinimmo group subsidiaries. She is also a director of Mirabel Hoiva Oy. She holds a dual Master’s degree in Real Estate from Antwerp Management School and KUL, she completed the Gen- eral Management Programme at the Harvard Business School. She attended a post-graduate training at the University of Ghent and some post-graduate trainings in financial analysis. Before joining Cofinimmo, she worked for the developer Robelco (JV of E. De Vocht and J. Lisman) from 2001 to 2008, and for Uniway until 2001. Within Cofinimmo, she supervises Healthcare Germany, Healthcare Spain, Healthcare Nordic countries departments as well as the Development, Project Management, Offices, and Dis- tribution networks departments.
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223 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I DECISION-MAKING BODIES I
X The Gradient office building - Brussels decentralised (BE)
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.
The board of directors also reviews every five years whether the current one-tier governance structure is still appropriate. The last review was conducted by the board of directors in 2020. In 2023, the board of directors initiated a process to reassess the current governance structure. In 2022, the board of directors carried out its 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. In 2023, the board of directors and the committees have been committed to follow up on the action points identified in this in-depth assessment. 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.
Competence grid
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. The in-depth analysis covers the skills, knowledge and experience required of its members and committees, based on the principles of diversity and independence, and covering various economic, environmental and social areas. The main areas assessed are: accounting/finance/risk management, strategic vision, corporate governance of listed companies, knowledge of the property market, ESG topics including climate-related issues, legal and regulatory issues, management in an international context, remuneration and human resources, IT and cybersecurity. Expertise in areas such as accounting/finance/risk management, strategic vision and corporate governance, which are essential to the implementation of the company’s strategy, is fully represented on the board of directors. Specific areas of expertise, such as those related to particular segments or geographical regions, are also well represented on the board of directors. Other areas of expertise, such as financial reporting, IT and cybersecurity, ESG issues including climate change, or remuneration and corporate governance, are appropriately represented on specialist committees to ensure relevant expertise in these areas. Newly appointed directors receive appropriate initial training tailored to their role, as well as updates on the applicable legal and regulatory environment, to ensure their ability to contribute quickly to the board. Directors continually develop their knowledge of the company’s business and developments in the real estate sector. 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 2023, the board of directors launched an internal evaluation of Benoit Graulich, in view of proposing the renewal of his term of office to the annual general meeting of 10.05.2023. This assessment covered his participation in board meetings or board committees, his commitment and constructive involvement in debates and decision-making.
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 responsibilities (see page 221).
| In-depth expertise of directors | Percentage |
|---|---|
| Remuneration management / Human resources | 85 % |
| Business development | 83 % |
| IT / Cyber security | 63 % |
| Accounting / Finance / Risk Management | 81 % |
| Strategic vision | 94 % |
| Law / Legal field / Regulatory | 67 % |
| Corporate governance listed company experience | 94 % |
| International management | 83 % |
| ESG / Innovation | 77 % |
| Real Estate market knowledge | 79 % |
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 2023 financial year, one decision resulted in the application of article 7:96 of the CCA. In the session of 15.03.2023, the board of directors deliberated on the following topics relating to the members of the executive committee: achievement of the 2022 objectives, the variable remuneration for 2022, and the fixed remuneration for 2023.
Extract of the minutes of the board of directors meeting of 15.03.2023
‘In accordance with Article 7:96 of the CCA, the executive directors (Mr Hanin, Mr Kotarakos, and Mrs Roels) announce that they have conflicting interest of a proprietary nature with that of the company, and therefore cannot take part in the vote.
Achievement of the 2022 objectives
Following the Board of Directors meeting on 16 February 2023 and the NRC meeting on 6 March 2023, the Board of Directors decides to set, upon recommendation from the NRC, the overall percentage of achievement:
* of the STI KPIs at:
* 97.90 % for the CEO (Mr Hanin);
* 87.90 % for the CFO (Mr Kotarakos) and the CCA&SG (Mrs Roels);
* 91.90 % for the other members of the Executive Committee (Mrs Bicici and Mr Berden);
* of the LTI KPIs at:
* 112.68 % for the CEO (Mr Hanin);
* 100.18 % for the CFO (Mr Kotarakos) and the CCA&SG (Mrs Roels);
* 102.68 % for the other members of the Executive Committee (Mrs Bicici and Mr Berden).
The percentage of the variable STI remuneration applied to the fixed annual contractual remuneration is therefore:
* 39.16 % for the CEO (Mr Hanin);
* 35.16 % for the CFO (Mr Kotarakos) and the CCA&SG (Mrs Roels);
* 36.76 % for the other members of the Executive Committee (Mrs Bicici and Mr Berden).
The percentage of the variable LTI remuneration applied to the fixed annual contractual remuneration is therefore:
* 45.07 % for the CEO (Mr Hanin);
* 40.07 % for the CFO (Mr Kotarakos) and the CCA&SG (Mrs Roels);
* 41.07 % for the other members of the executive committee (Mrs Bicici and Mr Berden).
This allocation of the variable remuneration is in line with the requirements of article 7:91 of the Companies and Associations Code.
Review of the fixed remuneration of the executive committee
Upon recommendation from the NRC and in order to take into account the financial consequences of the inflation, the Board of Directors decides to increase the annual fixed remuneration as follows:
* Jean-Pierre Hanin: + 30,000 EUR (i.e. 630,000 EUR);
* Jean Kotarakos: + 18,000 EUR (i.e. 378,000 EUR);
* Françoise Roels: + 16,500 EUR (i.e. 346,500 EUR);
* Yeliz Bicici: + 16,000 EUR (i.e. 336,000 EUR);
* Sébastien Berden: + 16,000 EUR (i.e. 336,000 EUR).’
This increase applies from 1 January 2023.
Individual pension promises (‘EIP’)
In accordance with the remuneration policy, the Board of Directors decides to allocate the entire STI 2022 envelope of Mr. Hanin, as well as the entire STI 2022 envelope and the balance of the STI 2021 envelope of Mrs. Roels, to their respective individual pension contracts (‘EIP’).
‘No decision or transaction gave rise to the application of Article 7:97 of the CCA during the 2023 financial year.In addition, Article 37 of the Law of 14.05.2014 on regulated real estate companies provides for special provisions in the event that one of the persons referred to in this article intervenes as a counterparty in a transaction with the REIT or one of the companies within its scope. During 2023, two decisions led to the application of this article:
* the decision of the Board of Directors on 10.05.2023 to increase the share capital by means of a contribution in kind in connection with the distribution of an optional dividend; and
* the conclusion of agreements enabling Cofinimmo Investissements Et Services SA/NV, one of the consolidated companies in which it holds 100% of the shares, to acquire 11% of the shares of SCI Foncière CRF, another consolidated company.
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 includes explicit provisions on conflicts of interest, professional secrecy, transactions in financial instruments, fraud and money laundering, business gifts, competition, respect for personal data and a whistleblowing policy. The company is not aware of any deviations from these rules.
Whistleblowing policy
Cofinimmo has a whistleblowing procedure in place which allows to cover situations 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. The company is not aware of any irregularities reported during the year.
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. Ongoing training is provided for all members of the company. To date, the company is not aware of any incidents that have occurred during the financial year concerning compliance with the provisions of the Prevention Code relating to market abuse.
Risk prevention against corruption and money laundering
Cofinimmo has adopted an anti-bribery, 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. To date, the company is not aware of any incidents during the year relating to compliance with the provisions of the Anti-Corruption, Fraud and Money Laundering Policy and the Supplier Code of Conduct. Furthermore, in line with its commitment to responsible and ethical business practices, the Group is not involved in sensitive or controversial business sectors such as arms, mining or tobacco.
227 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I RULES AND PROCEDURES I
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. Ongoing training is provided for all members of the company, and the company has a number of procedures in place, particularly in the event of a loss of personal data. To date, the company is not aware of any incident that occurred during the financial year that resulted in the loss or leakage of personal data.
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. The company has a number of procedures in place, particularly in the event of an incident, as well as internal policies in this area to ensure the secure use of technology. To date, the company is not aware of any incident that occurred during the financial year that resulted in a breach of the integrity of its information systems, either through loss or leakage of data.
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.
Compliance officer and risk management
Françoise Roels, Chief Corporate Affairs & Secretary General, is the Compliance Officer. Her duties include ensuring compliance with 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. The Compliance Officer reports regularly to the audit committee on his activities.
Internal audit
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.
X Nursing and care home Vogelzang - Leuven (BE)
228 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Research and development
Other than the innovation involved in construction and major renovation projects, as noted in the chapter ‘Transactions and achievements in 2023’, no research and development activities were carried out during the 2023 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:
* Jean-Pierre Hanin, managing director, chairman of the executive committee;
* Jean Kotarakos, executive director, member of the executive committee;
* Françoise Roels, executive director, member of the executive committee;
* Sébastien Berden, member of the executive committee;
* 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 378 to 387 of this document. The company’s articles of association were updated on 10.05.2023, 05.06.2023, 07.07.2023, 13.07.2023 and 09.10.2023.
229 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I RULES AND PROCEDURES I
Information required under article 34 of the royal decree of 14.11.2007
Capital structure
On the cut-off date of this document, the company’s capital is set at 1,970,210,504.10 EUR and is represented by 36,765,475 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.# SECTION 9 I CORPORATE GOVERNANCE STATEMENT I INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007
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, i.e. 2,200 shares for the CEO and 1,200 shares for the other members of the executive committee. 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 31.12.2023, the company held 22,511 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’ terms 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.
230 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 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:
- 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 ;
- 321,900,000.00 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 ;
- 160,900,000.00 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 without 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 1,287,600,000.00 EUR, which represents the cumulative amount of the various authorisations with regard to authorised capital.
In 2023, the board of directors has made use of this authorisation, in the context of the capital increase by contribution in kind of the optional dividend for a total amount of 32,151,769.48 EUR (with a gross share premium of 12,114,312.24 EUR). The final completion of this capital increase was acted on 05.06.2023.
On 10.05.2023, 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 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:
- 880,935,810.00 EUR (i.e. 50 % of the amount of the capital as of the extraordinary general meeting of 10.05.2023) 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 ;
- 352,374,324.00 EUR (i.e. 20 % of the amount of the capital as of the extraordinary general meeting of 10.05.2023) for capital increases in the context of the distribution of an optional dividend ;
- 176,187,162.00 EUR (i.e. 10 % of the amount of the capital as of the extraordinary general meeting of 10.05.2023) for:
a) capital increases through contributions in kind ;
b) capital increases through contributions in cash without 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 1,409,497,296.00 EUR, which represents the cumulative amount of the various authorisations with regard to authorised capital.
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 AMLINE SA for a total amount of 21,460,735.68 EUR (with a gross share premium of 7,341,210.56 EUR). The final completion of this capital increase was acted on 07.07.2023 ;
- the capital increase by contribution in kind of a receivable for a total amount of 5,438,975.43 EUR (with a gross share premium of 1,768,184.52 EUR). The final completion of this capital increase was acted on 13.07.2023 ;
- the capital increase by contribution in cash through accelerated bookbuilding for a total amount of 149,287,402.75 EUR (with a gross share premium of 17,860,897.25 EUR). The final completion of this capital increase was acted on 09.10.2023.
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 for 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 31.12.2023, Cofinimmo held 22,511 treasury shares.
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SECTION 9 I CORPORATE GOVERNANCE STATEMENT I INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007 I
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 takeover bid prior to 2023 is available in the annual financial reports of 2022 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 credit agreement of 19.05.2022 with a syndicate of banks, of which INTESA SANPAOLO S.P.A. is the agent, contains a change of control clause, which was approved by the ordinary 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 remuneration policy, which can be found on the company’s website in the documentation made available to shareholders in the Governance section.
X Medical centre - Vasaa (FI)
232 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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.# SECTION 9 | CORPORATE GOVERNANCE STATEMENT | REMUNERATION REPORT
The remuneration report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due during the 2023 financial year to each of the non-executive directors and members of the executive committee. 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 Governance section.
For the 2023 financial year, the board of directors of 15.03.2023 decided, given the high level of inflation, 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).
Also in 2023, as part of its commitment to all stakeholders, the board of directors paid particular attention to the expectations expressed by investors in terms of remuneration. By working closely with an external consultant specialising in executive remuneration, the board was able to benefit from expertise and strategic advice to put in place a remuneration policy better aligned with benchmarks and the long-term interests of all stakeholders. The new remuneration policy will be submitted to shareholders for approval at the annual general meeting on 08.05.2024. This approach demonstrates the board’s ongoing commitment to responsible corporate governance and its desire to respond proactively to the concerns and expectations of its shareholders.
On 22.02.2024, the board of directors decided to revise substantially the long-term remuneration plan to place even greater emphasis on the creation of shareholder value, alignment with stakeholders and the development of the company. A new remuneration policy has therefore been drawn up, which will apply from the financial year beginning 01.01.2024 if it is approved by the annual general meeting on 08.05.2024.
A. Total remuneration
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.
Presence of non-executive directors in 2023
| Name | Board of directors | Nomination, remuneration and corporate governance committee | Audit committee |
|---|---|---|---|
| Jacques van Rijckevorsel | 8/8 | 6/6 | 8/8 |
| Inès Archer-Toper | 8/8 | 4/4 | 3/3 |
| Olivier Chapelle | 7/8 | 6/6 | |
| Anneleen Desmyter | 8/8 | ||
| Xavier de Walque | 8/8 | 8/8 | |
| Maurice Gauchot | 8/8 | 2/2 | |
| Benoit Graulich | 8/8 | 7/8 | |
| Jean Hilgers (start of term of office 10.05.2023) | 3/5 | 5/5 | |
| Diana Monissen | 8/8 | 6/6 | |
| Kathleen van den Eynde (end term of office 10.05.2023) | 4/4 | ||
| Michael Zahn | 7/8 |
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 must 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 | Number of shares |
|---|---|
| Jacques van Rijckevorsel | 1,136 |
| Inès Archer-Toper | 473 |
| Olivier Chapelle | 1,141 |
| Anneleen Desmyter | 240 |
| Xavier de Walque | 797 |
| Maurice Gauchot | 437 |
| Benoit Graulich | 989 |
| Jean Hilgers (start of term of office 10.05.2023) | 70 |
| Diana Monissen | 406 |
| Kathleen van den Eynde (end term of office 10.05.2023) | 0* |
| Michael Zahn | 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.
2023 total remuneration
| Name, Position | 1. Fixed remuneration | 2. Variable remuneration | 3. Exceptional component | 4. Pension 3 | 5. Total remuneration | 6. Proportion of fixed and variable remuneration |
|---|---|---|---|---|---|---|
| Conventional basic remuneration 1 | Additional benefits 2 | Variable over 1 year - Short-term Incentive Plan | Variable over several years - Long-term Incentive Plan | |||
| Jean-Pierre Hanin Managing director - Chief Executive Officer | 630,000 EUR | 25,726 EUR | 281,988 EUR | 290,241 EUR | 100,000 EUR | 1,327,955 EUR |
| Jean Kotarakos Executive director - Chief Financial Officer | 378,000 EUR | 23,909 EUR | 160,121 EUR | 162,805 EUR | 62,000 EUR | 786,834 EUR |
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | 346,500 EUR | 20,617 EUR | 141,233 EUR | 142,308 EUR | 62,000 EUR | 712,658 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 336,000 EUR | 22,276 EUR | 150,394 EUR | 154,795 EUR | 62,000 EUR | 725,465 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 336,000 EUR | 25,051 EUR | 150,394 EUR | 154,795 EUR | 62,000 EUR | 728,240 EUR |
- Amount provided for in the management contract.
- Company car excl. VAT and fuel/electricity, laptop and mobile, medical insurance.
- Amount not including waiver of premium and disability benefit cover (19,600 EUR for the CEO and 46,000 EUR for all other members of the executive committee).
2023 total remuneration
| Name, Position | Remuneration of non-executive directors (gross, in EUR) |
|---|---|
| Jacques van Rijckevorsel | 118,500 |
| Inès Archer-Toper | 67,250 |
| Olivier Chapelle | 59,750 |
| Anneleen Desmyter | 50,000 |
| Xavier de Walque | 64,250 |
| Maurice Gauchot | 60,083* |
| Benoit Graulich | 69,500 |
| Jean Hilgers (start of term of office 10.05.2023) | 36,667 |
| Diana Monissen | 69,250 |
| Kathleen van den Eynde (end term of office 10.05.2023) | 20,000 |
| Michael Zahn** | 49,500 |
| Total | 664,750 |
* 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 2023 is 1,000 EUR per meeting of the board of directors, i.e. 1,000 EUR for the meeting of the PUBSTONE GROUP board of directors and 2,000 EUR for the two 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 25,000 EUR excluding VAT for 2023. 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.
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 2023
| Name | Board of directors | Nomination, remuneration and corporate governance committee | Audit committee |
|---|---|---|---|
| Jean-Pierre Hanin | 8/8 | 6/6* | 8/8* |
| Françoise Roels | 8/8 | 6/6* | 8/8* |
| Jean Kotarakos | 8/8 | 8/8* | |
| Sébastien Berden | 8/8* | 8/8* | |
| Yeliz Bicici | 8/8* | 8/8* |
* Executive committee members attend the meetings as guests.
2023 total remuneration
| Name, Position | 1. Fixed remuneration | 2. Variable remuneration | 3. Exceptional component | 4. Pension 3 | 5. Total remuneration | 6. Proportion of fixed and variable remuneration |
|---|---|---|---|---|---|---|
| Conventional basic remuneration 1 | Additional benefits 2 | Variable over 1 year - Short-term Incentive Plan | Variable over several years - Long-term Incentive Plan | |||
| Jean-Pierre Hanin Managing director - Chief Executive Officer | 630,000 EUR | 25,726 EUR | 281,988 EUR | 290,241 EUR | 100,000 EUR | 1,327,955 EUR |
| Jean Kotarakos Executive director - Chief Financial Officer | 378,000 EUR | 23,909 EUR | 160,121 EUR | 162,805 EUR | 62,000 EUR | 786,834 EUR |
| Françoise Roels Executive director - Chief Corporate Affairs & Secretary General | 346,500 EUR | 20,617 EUR | 141,233 EUR | 142,308 EUR | 62,000 EUR | 712,658 EUR |
| Sébastien Berden Chief Operating Officer Healthcare | 336,000 EUR | 22,276 EUR | 150,394 EUR | 154,795 EUR | 62,000 EUR | 725,465 EUR |
| Yeliz Bicici Chief Operating Officer Offices & Real Estate Development | 336,000 EUR | 25,051 EUR | 150,394 EUR | 154,795 EUR | 62,000 EUR | 728,240 EUR |
- Amount provided for in the management contract.
- Company car excl. VAT and fuel/electricity, laptop and mobile, medical insurance.
- Amount not including waiver of premium and disability benefit cover (19,600 EUR for the CEO and 46,000 EUR for all other members of the executive committee).
2023 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.# SECTION 9 | CORPORATE GOVERNANCE STATEMENT | REMUNERATION REPORT
Variable remuneration
For the 2023 financial year, the board of directors set these performance criteria on 15.03.2023 and decided on 22.02.2024 that the variable remuneration granted to the executive committee members based on the fulfilment of these criteria would be 111.90 %, for the CEO and between 101.90 % and 111.90 % for the other members of the executive committee. The percentage of the variable STI remuneration applied to the fixed annual contractual remuneration is therefore 44.76 % for the CEO and between 40.76 % and 44.76 % for the other members of the executive committee.
SHORT-TERM INCENTIVE PLAN
| Performance criteria | Relative weighting | Objective | 2023 result | Achievement |
|---|---|---|---|---|
| Net result from core activities - group share - per share* (EUR/share) | 25 % | 6.95 EUR | 7.07 EUR | 25.43 % |
| Operating margin* as defined in external communication ( %) | 15 % | 81.90 % | 81.90 % | 15.00 % |
| Acquisitions, incl. capex and financial investments (million EUR) | 10 % | 300 million EUR | 338 million EUR | 11.27 % |
| Divestments (million EUR) | 20 % | 300 million EUR | 303 million EUR | 20.20 % |
| Global occupancy rate of the portfolio | 10 % | 98.50 % | 98.50 % | 10.00 % |
| Personal objectives | ||||
| Jean-Pierre Hanin | 20 % | - Decisive involvement in various divestment projects and leadership of the company’s operational management - Optimisation of operational processes | Overperformance | 30.00 % |
| Jean Kotarakos | 20 % | - Preparation of equity transactions in several forms - Optimising the budget process | Overperformance | 24.00 % |
| Françoise Roels | 20 % | - Monitoring of ESG policies - Implementation of the Risk management programme | To the objective | 20.00 % |
| Sébastien Berden | 20 % | - Data management relating to operators - ESG mapping of assets | Overperformance | 30.00 % |
| Yeliz Bicici | 20 % | - Data management relating to operators - ESG mapping of assets | Overperformance | 30.00 % |
With regard to personal objectives, the board of directors has taken into account that Jean-Pierre Hanin enabled the realisation of divestments in a particularly challenging environment, a.o. in offices, in line with the fair value and despite the pessimistic predictions by market analysts. He has demonstrated leadership in operational management and played a key role in optimising processes within the company. Also, concerning Jean Kotarakos, he managed the company’s refinancing needs by obtaining attractive terms despite market fluctuations, particularly in the framework of the Accelerated Bookbuilding, thereby optimising the company’s financing conditions. These refinancing terms have contributed to optimising the budgeting process and financial performances in line with the budget. Françoise Roels achieved significant milestones in ESG policy and risk management monitoring, contributing to the company’s sustainability objectives. Sébastien Berden and Yeliz Bicici, respectively in the healthcare real estate and in the office real estate, have streamlined the collection of data relating to operators, enabling the establishment of an ESG mapping of the properties.
236 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Long-term variable remuneration
In the current remuneration policy, 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. The new remuneration policy to be submitted for approval at the ordinary general meeting on 08.05.2024 will reflect the achievement of performance criteria over a three-year horizon. Reference is made to the ‘2024 objectives’ paragraph below and to the proposal of the board of directors to submit for approval to the ordinary general meeting of 08.05.2024 a new remuneration policy in which the performance criteria within the framework of the long-term variable remuneration will be subject to a three-year performance cycle and will be based on long term objectives clearly distinct from the yearly objectives of the STI program.
For the 2023 financial year, the board of directors set these performance criteria on 15.03.2023 and decided on 22.02.2024 that the variable remuneration granted to the executive committee members based on the fulfilment of these criteria would be 115.18 %, for the CEO and between 102.68 % and 115.18 % for the other members of the executive committee. The percentage of the variable LTI remuneration applied to the fixed annual contractual remuneration is therefore 46.07 % for the CEO and between 41.07 % and 46.07 % for the other members of the executive committee.
LONG-TERM INCENTIVE PLAN
| Performance criteria | Relative weighting | Objective | 2023 result | Achievement |
|---|---|---|---|---|
| Net result from core activities - group share - per share* (EUR/share) | 25 % | 6.95 EUR | 7.07 EUR | 25.43 % |
| Dividend (EUR/share) | 25 % | 6.20 EUR | 6.20 EUR | 25.00 % |
| Implementation of ESG strategy | ||||
| E - Reduce the annual energy intensity of healthcare real estate and office buildings by 30 % by 2030 compared to the reference year 2017 (kWh/m²/ year) | 5 % | 160 kWh/m²/year | 142 kWh/m²/year | 5.63 % |
| E - EPC/PEB certification ( % of certified building areas) | 4 % | 75 % | 81 % | 4.32 % |
| S - Establish a proactive dialogue with tenants through site visits ( % of visited building areas) | 4 % | 85 % | 90 % | 4.24 % |
| S - Implement a learning development policy through staff training and information (training hours/employee) | 4 % | 32 hours | 40.50 hours | 5.06 % |
| G - Develop a financial strategy consistent with ESG objectives (billion EUR, excl. commercial paper programme) | 4 % | 1.6 billion EUR | 1.6 billion EUR | 4.00 % |
| G - Mobilise employees ( % of compliance monitoring structure for external and internal policies) | 4 % | Structure to control compliance of external and internal policies | 100 % | 4.00 % |
| Personal objectives | ||||
| Jean-Pierre Hanin | 25 % | - Strategic restructuring - Digitisation programme | Overperformance | 37.50 % |
| Jean Kotarakos | 25 % | - Preparation of CSRD reporting - ESG financing programme | Overperformance | 30.00 % |
| Françoise Roels | 25 % | - Succession planning - Succession preparation | To the objective | 25.00 % |
| Sébastien Berden | 25 % | - Divestments in healthcare real estate - Operational preparation for the EU taxonomy | Overperformance | 37.50 % |
| Yeliz Bicici | 25 % | - Divestments in the office segment - Operational preparation for the EU taxonomy | Overperformance | 37.50 % |
237 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
The allocation of the variable remuneration is compliant with the requirements of article 7:91 of the CCA. 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 :
| 2019 | 2020 | 2021 | 2022 | 2023 | |
|---|---|---|---|---|---|
| Net result from core activities - group share - per share* | 6.81 EUR | 6.85 EUR | 7.15 EUR | 6.95 EUR | 7.07 EUR |
| Dividend | 5.60 EUR | 5.80 EUR | 6.00 EUR | 6.20 EUR | 6.20 EUR |
Special efforts have also enabled the company to apply a proactive ESG policy. Cofinimmo has been included in the new Euronext BEL ESG index since its launch in February 2023. In April 2023, Cofinimmo’s ESG efforts were recognised by the international financial press (Financial Times), the group being the only real estate player among the eight Belgian groups on the list of the 500 European climate leaders. In addition, several ESG labels previously awarded were renewed and improved (EPRA Sustainability Best Practices Recommendations, GRESB Real Estate Assessment, Sustainalytics and S&P Global CSA score), or newly awarded (Cofinimmo was certified ‘Great Place to Work’ in Belgium and Germany). Lastly, Cofinimmo obtained several new BREEAM certificates for offices and healthcare property and, at the end of the year, the ‘CO2 Neutral label - Building label - Silver level’ certificate for the redevelopment of the Montoyer 10 office building (for which Cofinimmo is also aiming to obtain a BREEAM ‘Outstanding’ certificate, already obtained for the design phase of the building).
Regarding the implementation of the ESG strategy, and as announced since 2021, the objective is to reduce the energy intensity of the healthcare and office property portfolio to 130 kWh/m²/year as part of Project 30³. A linear approach to Project 30³ would mean a reduction of up to 160 kWh/m²/year and 155 kWh/m²/year respectively by 2024 and 2025. Asset rotation, both in terms of acquisitions and divestments, the maintenance and renovation programme and development projects mean that perfect alignment with a linear approach cannot be reached year on year. The objective can be reached upwards or downwards, compared with perfect alignment using a linear approach. For this reason, an adjusted approach in a so-called ‘corrective’ capex plan is taken into account to assess the achievement of the objective of implementing the ESG strategy and, more specifically, Project 30³ for the year in question. For 2023, the level has been set at 160 kWh/m²/year. The result for 2023 is 142 kWh/m²/year, which means that the objective has been achieved.
The personal performance of the CEO and the other members of the executive committee is assessed taking into account their contribution over the long term and in a multi-year perspective. With regards to personal objectives, the board of directors took into account Jean-Pierre Hanin’s involvement in the roll-out of the strategic restructuring and digitisation programme, which enabled the Group to adapt to the size and prices of individual markets. This adaptation was made possible by an aggressive approach and the mobilisation of multiple teams. Jean Kotarakos is involved in preparing reports under the CSRD directive and in setting up ESG financing programmes to mobilise financial resources in line with ESG objectives. Françoise Roels has prepared her succession plan and schedule, ensuring a smooth and efficient transition of her role in the future.Sébastien Berden and Yeliz Bicici, in healthcare and office property respectively, made a significant contribution to the monitoring of sustainability clauses in the relevant geographical areas, enabling the operational preparation of the information to be provided under the EU taxonomy. They have also enabled a large number of assets to be divested in line with their fair value.
2024 objectives
On 22.02.2024, the board of directors decided to revise substantially the long-term remuneration plan to place even greater emphasis on the creation of shareholder value, alignment with stakeholders and the development of the company. A new remuneration policy has therefore been drawn up, which will apply from the financial year beginning 01.01.2024 if it is approved by the annual general meeting on 08.05.2024. During its session of 22.02.2024, 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 upon the criteria for the allocation of the 2024 variable compensation.
For short-term variable remuneration, the performance criteria will be: net result from core activities - group share* (adjusted EPS) for 25%, operating margin as defined in the external communication for 15%, acquisitions, capex and financial investments for 10%, divestments for 20%, portfolio occupancy rate for 10% and personal objectives for 20%.
For long-term variable remuneration, and as indicated in the remuneration policy submitted for approval to the Ordinary General Meeting of 08.05.2024, the introduction of the new long-term remuneration plan with three-year performance cycles will be subject to a transitional provision whereby the old plan will continue for a further two years with a vesting of the current 2024 plan in 2025 and a vesting of the current 2025 plan in 2026. The first grant of the new plan in 2024 will take place with vesting in 2027 for the 2024-2025-2026 performance cycle.
In this context, the performance criteria for the transitional period will be: net result from core activities - group share* (adjusted EPS) for 25%, dividend per share for 25%, ESG objectives for 25% and personal objectives for 25%.
The performance criteria for the three-year performance cycle will be: net results from core activities - group share* (adjusted EPS) for 45%, relative Total Shareholder Return (relative TSR) for 10%, strategic deployment for 20% and ESG objectives for 25%.
For confidentiality reasons, specific objectives will be explained ex-post and levels of achievement will be reported in the relevant remuneration report for each year.
238 | COFINIMMO | UNIVERSAL REGISTRATION DOCUMENT 2023 |
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 | Number of shares |
|---|---|
| Jean-Pierre Hanin | 8,143 |
| Jean Kotarakos | 3,283 |
| Françoise Roels | 5,708 |
| Sébastien Berden | 2,470 |
| Yeliz Bicici | 2,680 |
Remuneration ratio
The ratio between the CEO’s total remuneration in 2023 and the lowest remuneration among employees, expressed on a full-time equivalent basis, is 16. The ratio between the CEO’s total annual remuneration in 2023 and the median total annual compensation of all employees (excluding the CEO and the other executive committee members which are not employees) is 8.5.
The median increase percentage of the total annual remuneration for all employees (excluding the CEO and the other executive committee members which are not employees) is 11.17%. This substantial increase is due to the high level of inflation in Belgium and in the neighbouring countries. These data were calculated taking into account the gross monthly salaries of employees on a full-time equivalent basis.
B. 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 2023 financial year.
C. 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 2023 financial year, these restitution rights were not exercised.
D. Deviations from the remuneration policy
In the 2023 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.
E. Shareholders’ vote
On 10.05.2023, the ordinary general meeting approved, by separate vote, the compensation report presented for the financial year ending on 31.12.2022 with the following proportions of votes: 14,005,984 ‘in favour’, i.e. 84.60% of votes cast, 2,549,400 ‘against’, i.e. 15.40% of votes cast and 701 ‘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’.
F. Evolution of the company’s compensation and performance
Chief Executive Officer
In 2023, and in order to take account of the financial consequences of inflation, the Board of Directors decided that the fixed annual remuneration of management agreements would be increased by 5%, i.e. by a gross amount of EUR 30,000 for the CEO. This salary increase is less than half the 2023 indexation for employees (employee salaries were indexed by 11.08% on 01.01.2023, in accordance with the applicable collective labour agreement).
Other members of the executive committee
In 2019, the remuneration of the other members of the executive committee showed a positive change of 45.9%, as a result of the appointment of the new CFO and two new COOs, being noted that the COO function was previously performed by a single person. In 2019, the Board of Directors has decided to align the company’s annual contributions to the savings and pension scheme and the percentages of all executive committee members applied to fixed remuneration for the purpose of determining variable remuneration for the 2019 financial year.
In 2023, and in order to take account the financial consequences of inflation, the board of directors decided that the fixed annual remuneration of the members of the executive committee under their management agreement would be increased by 5%, i.e. by a gross amount of EUR 18,000 for the CFO, EUR 16,500 for the CCA & SG, and EUR 16,000 for each of the COOs. This salary increase is less than half the 2023 indexation for employees (employee salaries were indexed by 11.08% on 01.01.2023, in accordance with the applicable collective labour agreement).
239 | SECTION 9 | CORPORATE GOVERNANCE STATEMENT | REMUNERATION REPORT |
Stock option remuneration exercised in 2023
| Name | Main provisions of the stock appreciation rights plan | Information relating to the financial year covered by the report | 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 | 1,600 | - | 1,600 | ||
| Françoise Roels | SOP 2016 | 8. a) Number of options proposed | - | ||
| 30.06.2016 | b) Value of the underlying stocks on the date of proposal | ||||
| 30.06.2019 | 9. a) Number of options granted | - | |||
| - 01.07.2019 | b) Value of the underlying stocks on acquisition date | ||||
| 15.06.2026 | c) Value at exercise price | ||||
| 108.44 EUR | d) Capital gain at acquisition date | ||||
| 10. Number of options offered but not yet exercised | - | ||||
| SOP 2015 | 8. a) Number of options proposed | - | |||
| 30.06.2015 | b) Value of the underlying stocks on the date of proposal | ||||
| 30.06.2018 | 9. a) Number of options granted | - | |||
| - 01.07.2015 | b) Value of the underlying stocks on acquisition date | ||||
| 16.06.2025 | c) Value at exercise price | ||||
| 95.03 EUR | d) Capital gain at acquisition date | ||||
| 10. Number of options offered but not yet exercised | 1,600 | - | 1,600 | ||
| Total | 3,200 | - | 3,200 | ||
| SOP 2015 | 8. a) Number of options proposed | - | |||
| 30.06.2015 | b) Value of the underlying stocks on the date of proposal | ||||
| 30.06.2018 | 9. a) Number of options granted | - | |||
| - 01.07.2015 | b) Value of the underlying stocks on acquisition date | ||||
| 16.06.2025 | c) Value at exercise price | ||||
| 95.03 EUR | d) Capital gain at acquisition date | ||||
| 10. Number of options offered but not yet exercised | 200 | - | 200 | ||
| Yeliz Bicici | SOP 2014 | 8. a) Number of options proposed | - | ||
| 30.06.2014 | b) Value of the underlying stocks on the date of proposal | ||||
| 30.06.2019 | 9. a) Number of options granted | - | |||
| - 01.07.2014 | b) Value of the underlying stocks on acquisition date | ||||
| 16.06.2024 | c) Value at exercise price | ||||
| 88.75 EUR | d) Capital gain at acquisition date | ||||
| 10. Number of options offered but not yet exercised | - | ||||
| Total | 400 | - | 400 |
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 (nine in 2021, ten 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. In 2023, the substantial increase in employees’ salaries is due to the high level of inflation in Belgium and in the neighbouring countries.
Comparison of the company’s remuneration and performance over the last five financial years
| Total remuneration Annual change | 2019 vs 2018 | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | |
|---|---|---|---|---|---|---|
| Chief Executive Officer | +16.1 % | +12.6 % | +11.7 % | -5.9 % | +7,3 % | |
| Other members of the management committee/ executive committee | +45.9 % | +15.1 % | +2.9 % | -0.3 % | +9,1 % | |
| Non-executive directors | +16.7 % | -28.8 % | +13.7 % | +29.5 % | +8,7 % |
| Company performance Annual change | 2019 vs 2018 | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 |
|---|---|---|---|---|---|
| Net result from core activities - group share* | +14.8 % | +9.0 % | +16.9 % | +4.9 % | +8,2 % |
| Operating margin* | +0.6 % | -0.1 % | -0.5 % | -1.3 % | +1,1 % |
| Strategic growth (measured by the fair value of the portfolio) | +13.9 % | +14.6 % | +17.3 % | +8.6 % | +0,5 % |
| Occupancy rate of the portfolio | +1.3 % | +0.4 % | +0.7 % | +0.6 % | -0,2 % |
| Dividend N paid in N+1 | +17.5 % | +18.2 % | +11.4 % | +7.0 % | +11,8 % |
Average remuneration of the employees on a full-time equivalent basis Annual change
| 2019 vs 2018 | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | |
|---|---|---|---|---|---|
| Group employees | +15.2 % | +3.1 % | +1.9 % | +5.8 % | +11.2 % |
| Company employees | +2.6 % | -0.2 % | +2.7 % | +5.4 % | +11.1 % |
240 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
G. Stock based remuneration
As a reminder, since 2017, the company no longer grants rights to acquire shares (stock option plan) and since 2018 share-related instruments (share valuation rights). However, the former plans remain applicable with regards to the rights already granted to Françoise Roels as executive committee member and 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 2023
| Name | Main provisions of the stock appreciation rights plan | Information relating to the financial year covered by the report | 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. Number of options offered but not yet exercised | ||||||
| Françoise Roels | SOP 2016 | 30.06.2016 | 30.06.2019 | - | 01.07.2019 | |
| SOP 2015 | 30.06.2015 | 30.06.2018 | - | 01.07.2015 | ||
| Total | ||||||
| Yeliz Bicici | SOP 2015 | 30.06.2015 | 30.06.2018 | - | 01.07.2015 | |
| SOP 2014 | 30.06.2014 | 30.06.2019 | - | 01.07.2014 | ||
| Total |
241 SECTION 9 I CORPORATE GOVERNANCE STATEMENT I REMUNERATION REPORT I
Remuneration in stock appreciation rights
| Name | Main provisions of the stock appreciation rights plan | Information relating to the financial year covered by the report | Opening balance sheet | In the course of the year | Closing balance sheet | |
|---|---|---|---|---|---|---|
| 1. Identification of the plan | ||||||
| 2. Date of proposal | ||||||
| 3. Acquisition date | ||||||
| 4. End of the retention period | ||||||
| 5. Exercise period | ||||||
| 6. Fair value at the date of acquisition | ||||||
| 7. Number of stock appreciation rights at the beginning of the year | ||||||
| 8. a) Number of stock appreciation rights proposed | ||||||
| b) Value of the stock appreciation rights at the date of proposal | ||||||
| 9. a) Number of stock appreciation rights granted | ||||||
| b) Value of the stock appreciation rights on acquisition date | ||||||
| c) Value at exercise price | ||||||
| d) Capital gain on acquisition date | ||||||
| 10. Number of options offered but not yet exercised | ||||||
| Françoise Roels | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| SAR 2018 | 30.06.2018 | 01.07.2021 | - | 01.07.2021 | ||
| Total | ||||||
| Sébastien Berden | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| Total | ||||||
| Yeliz Bicici | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| Total |
b) Stocks or stock-based instruments
Stock appreciation rights plan
The ‘Stock Appreciation Rights Plan’ (‘SAR Plan’) was first implemented in 2017 but the company decided not to grant any more stock appreciation rights as of 2018. On 28.06.2018, the board of directors decided, for the last time and to ensure continuity, to grant 1,600 SAR to Françoise Roels. The SAR plan gives entitlement to the cash value of the difference between the Cofinimmo market share price on the date of the exercise and that on the allocation date, increased by the equivalent amount of the gross dividend allocated to the share since the allocation date. The SARs were allocated in a discretionary manner to members of management. No targets were set in this respect. The board of directors therefore considered that this compensation did not constitute variable compensation within the meaning of the law of 06.04.2010 The exercise period of a SAR is ten years from the allocation date. SARs will vest only on the vesting date, all at once, in full, after three years, i.e., on the first calendar day of the month following the third anniversary of the allocation date. If the SARs have not been exercised by the end of the financial year, they become ipso facto null and void. In the event of voluntary or involuntary departure (except for termination on the ground of serious misconduct), permanent incapacity for work or entitlement to a pension (including early retirement or a pre-pension), the SARs allocated and vested must be exercised by the beneficiary in the first exercise period following the date of the departure. Non-vested SARs will be cancelled. In the event of involuntary departure of a beneficiary on the grounds of serious misconduct, the SARs granted but not yet exercised, whether vested or not, will be cancelled. In the event of death, the SARs granted, whether vested or not, will be definitively vested and will be considered as having been exercised in the first exercise period following the death. These conditions for the granting and exercising of SARs in the event of departure, whether voluntary or involuntary, will apply without prejudice to the authorisation of the board of directors to make changes to these provisions to the advantage of the beneficiary, on the basis of objective and relevant criteria.
242 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Remuneration in stock appreciation rights
| Name | Main provisions of the stock appreciation rights plan | Information relating to the financial year covered by the report | Opening balance sheet | In the course of the year | Closing balance sheet | |
|---|---|---|---|---|---|---|
| 1. Identification of the plan | ||||||
| 2. Date of proposal | ||||||
| 3. Acquisition date | ||||||
| 4. End of the retention period | ||||||
| 5. Exercise period | ||||||
| 6. Fair value at the date of acquisition | ||||||
| 7. Number of stock appreciation rights at the beginning of the year | ||||||
| 8. a) Number of stock appreciation rights proposed | ||||||
| b) Value of the stock appreciation rights at the date of proposal | ||||||
| 9. a) Number of stock appreciation rights granted | ||||||
| b) Value of the stock appreciation rights on acquisition date | ||||||
| c) Value at exercise price | ||||||
| d) Capital gain on acquisition date | ||||||
| 10. Number of options offered but not yet exercised | ||||||
| Françoise Roels | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| SAR 2018 | 30.06.2018 | 01.07.2021 | - | 01.07.2021 | ||
| Total | ||||||
| Sébastien Berden | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| Total | ||||||
| Yeliz Bicici | SAR 2017 | 30.06.2017 | 01.07.2020 | - | 01.07.2020 | |
| Total |
X Office building Quartz - Brussels’ CBD (BE)
243 SECTION 9 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.# SECTION 9 | CORPORATE GOVERNANCE STATEMENT | OTHER PARTIES INVOLVED
The mandate of SC SCRL Deloitte, Réviseurs d’Entreprises/ Bedrijfsrevisoren, a private limited liability company incorporated under Belgian law, having its registered office at Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem, under company number 0429.053.863 (RPM Brussels, Dutch-speaking division), represented by Mr Rik Neckebroeck, as statutory auditor of the company, expired at the end of the ordinary general meeting of 10.05.2023 and could not 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, KPMG Réviseurs d’Entreprises/ Bedrijfsrevisoren SRL, a private limited liability company incorporated under Belgian law, having its registered office at Luchthaven Brussel Nationaal 1 K, B-1930 Zaventem, under company number 0419.122.548 (RPM Brussels, Dutch-speaking division), represented by Jean-François Kupper, certified auditor by the FSMA and registered with the Institut des Réviseurs d’Entreprises/Instituut voor Bedrijfsrevisoren under number A0253, was appointed as statutory auditor of the company at the ordinary general meeting of 10.05.2023 for a mandate expiring at the ordinary general meeting that will convene in 2026. The auditor KPMG, Réviseurs d’Entreprises/Bedrijfsrevisoren, received fixed remuneration of 185,000 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 326,500 EUR (excluding VAT), including the compensation for reviewing the accounts of the group’s foreign subsidiaries. The fees paid to the KPMG group for legal and other assistance totalled 103,000 EUR (excluding VAT) for the financial year. The fees cap of 70 % of audit fees applied to other services provided by the auditor KPMG Réviseurs d’Entreprises/Bedrijfsrevisoren, is respected.
Real estate expertise
The independent real estate valuers designated by the group to certify the overall value of its property portfolio are:
| Expert | Country | Identification | Head office |
|---|---|---|---|
| CATELLA | France | Catella Valuation Advisors SAS RSC Paris B 435 339 098 | 184 rue de la Pompe 75116 Paris France |
| CBRE | Finland | CBRE Finland Oy Register 21970698 | Arkadiankatu 4-6 00100 Helsinki Finland |
| Netherlands | CBRE Valuation & Advisory Services BV KvK 34202510 | Anthony Fokkerweg 15 1059 CM Amsterdam The Netherlands | |
| COLLIERS | Italy | Colliers Real Estate Services Srl TVA 06180000967 | Via Mazzini 9 20123 Milano Italy |
| CUSHMAN & WAKEFIELD | Germany | Cushman & Wakefield (U.K.) LLP - German Branch Register OC 328588 | Rathenauplatz 1 60313 Frankfurt am Main Germany |
| Belgium | Cushman & Wakefield Belgium SA RPM Bruxelles 0422 118 165 | Rue Royale 197, 4th floor 1000 Brussels Belgium | |
| France | Cushman & Wakefield Valuation France SA RCS Nanterre 332 111 574 | Tour Opus 12 77 Esplanade du Général de Gaulle 92081 Paris La Défense Cedex France | |
| Netherlands | Cushman & Wakefield Netherlands BV KvK 33260655 | Gustav Mahlerlaan 362-364 P.O. Box 74030 1070 BA Amsterdam The Netherlands | |
| Spain | Cushman & Wakefield RE Consultants Spain SLU CIF B16690075 | C/ José Ortega y Gasset 29 6e plta 28006 Madrid Spain | |
| Ireland | Cushman & Wakefield Commercial Ireland Limited Register 443760 | 164 Shelbourne Rd, Ballsbridge, Dublin 4 D04 HH60 Ireland | |
| PRICEWATERHOUSECOOPERS | Belgium | PricewaterhouseCoopers Enterprise Advisory CRL RPM Bruxelles 0415 622 333 | Culliganlaan 5 1831 Machelen Belgium |
| Netherlands | PricewaterhouseCoopers Belastingadviseurs NV Kvk 34180284 | Thomas R. Malthusstraat 5 1066 JR Amsterdam P.O. Box 90358 1006 BJ Amsterdam The Netherlands | |
| Germany | PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft HRB 107858 | Wirtschaftsprüfungsgesellschaft Kapelle-Ufer 4 10117 Berlin Postfach 04 05 68 10063 Berlin Germany | |
| JONES LANG LASALLE | Belgium | Jones Lang LaSalle SRL RPM Bruxelles 0403 376 874 | Avenue Marnix 3 1000 Brussels Belgium |
| Spain | Jones Lang LaSalle Espana SA CIF A-78492303 | Pº de la Castellana, 79 – 4ª Planta 28046 Madrid Spain | |
| United Kingdom | Jones Lang LaSalle Limited Registre in England & Wales 1188567 | Warwick Street London W1 B 5 NH United Kingdom | |
| STADIM | Belgium | Stadim CBVA RPM Bruxelles 0458 797 033 | Mechelsesteenweg 180 2018 Antwerp Belgium |
244 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Expert Country Identification Head office
PRICEWATERHOUSECOOPERS Belgium PricewaterhouseCoopers Enterprise Advisory CRL RPM Bruxelles 0415 622 333 Culliganlaan 5 1831 Machelen Belgium Netherlands PricewaterhouseCoopers Belastingadviseurs NV Kvk 34180284 Thomas R. Malthusstraat 5 1066 JR Amsterdam P.O. Box 90358 1006 BJ Amsterdam The Netherlands Germany PricewaterhouseCoopers GmbH Wirthschaftsprüfungsgesellschaft HRB 107858 Wirtschaftsprüfungsgesellschaft Kapelle-Ufer 4 10117 Berlin Postfach 04 05 68 10063 Berlin Germany JONES LANG LASALLE Belgium Jones Lang LaSalle SRL RPM Bruxelles 0403 376 874 Avenue Marnix 3 1000 Brussels Belgium Spain Jones Lang LaSalle Espana SA CIF A-78492303 Pº de la Castellana, 79 – 4ª Planta 28046 Madrid Spain United Kingdom Jones Lang LaSalle Limited Registre in England & Wales 1188567 Warwick Street London W1 B 5 NH United Kingdom STADIM Belgium Stadim CBVA RPM Bruxelles 0458 797 033 Mechelsesteenweg 180 2018 Antwerp Belgium
Real estate valuers’ mandates at 31.12.2023
| Segment | Number of assets under mandate¹ | Location | People physical | Start of mandate | End of mandate |
|---|---|---|---|---|---|
| CATELLA | |||||
| Healthcare real estate | 6 | France | Hervé-Arthur Ratto | 01.10.2023 | 30.09.2026 |
| CBRE | |||||
| Healthcare real estate | 16 | Finland | Vesa Kiviluoto | 01.10.2023 | 30.09.2026 |
| Healthcare real estate | 2 | The Netherlands | Annette Postma | 30.06.2023 | 31.03.2026 |
| COLLIERS | |||||
| Healthcare real estate | 8 | Italy | Giuseppe Bonomi | 31.03.2022 | 31.03.2024 |
| CUSHMAN & WAKEFIELD | |||||
| Offices | 17 | Belgium | Emeric Inghels | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 15 | Germany | Peter Fleischmann | 01.10.2023 | 30.09.2026 |
| Healthcare real estate | 61 | Belgium | Emeric Inghels | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 52 | France | Jérôme Salomon | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 27 | Spain | James Bird | 01.07.2022 | 30.06.2025 |
| Healthcare real estate | 8 | Ireland | Patricia Staunton | 30.06.2021 | 31.12.2023 |
| Property of distribution networks – Pubstone | 202 | The Netherlands | Emeric Inghels | 01.01.2023 | 31.12.2025 |
| Property of distribution networks – Pubstone | 651 | Belgium | Emeric Inghels | 01.01.2023 | 31.12.2025 |
| PRICEWATERHOUSECOOPERS | |||||
| Offices | 18 | Belgium | Jean-Paul Ducarme | 01.01.2023 | 31.12.2025 |
| Property of distribution networks – Others | 1 | Belgium | Jean-Paul Ducarme | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 30 | Belgium | Jean-Paul Ducarme | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 51 | The Netherlands | Koniwin Domen | 01.01.2021 | 31.12.2023 |
| Healthcare real estate | 44 | Germany | Thorsten Schnieders | 30.09.2023 | 31.12.2023 |
| JONES LANG LASALLE | |||||
| Offices | 6 | Belgium | Roderick Scrivener | 01.01.2023 | 31.12.2025 |
| Property of distribution networks – Other | 1 | Belgium | Roderick Scrivener | 01.01.2023 | 31.12.2025 |
| Healthcare real estate | 11 | Spain | Lourdes Pérez Carrasco | 01.04.2022 | 31.03.2025 |
| Healthcare real estate | 3 | United Kingdom | Alan Bennett | 26.07.2021 | 30.06.2024 |
- Including investment properties and assets held for sale.
245 SECTION 9 | CORPORATE GOVERNANCE STATEMENT | OTHER PARTIES INVOLVED |
Real estate valuers’ mandates as at 31.12.2023 for associates
| Segment | Number of assets under mandate | Location | People physical | Start of mandate | End of mandate |
|---|---|---|---|---|---|
| STADIM | |||||
| Healthcare real estate | 19 | Belgium | Anne-Sophie Peltier | 01.03.2022 | 31.12.2023 |
| CUSHMAN & WAKEFIELD | |||||
| Healthcare real estate | 4 | Germany | Peter Fleischmann | 01.10.2023 | 30.09.2026 |
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.
In 2023, 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 1,436,642 EUR (excluding VAT), distributed as follows : 710,350 EUR for Cushman & Wakefield, 462,899 EUR for PricewaterhouseCoopers, 116,021 EUR for Jones Lang LaSalle, 51,200 EUR for CBRE, 32,000 EUR for Colliers, 44,071 EUR for Stadim and 20,100 EUR for Catella.
246 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
X Nursing and care home - Cartagena (Murcia - ES)
247 SECTION 9 | CORPORATE GOVERNANCE STATEMENT | OTHER PARTIES INVOLVED | annual accounts
X Medical office building - Hilversum (NL)
248 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I annual accounts
Consolidated accounts
250
Notes to the consolidated accounts
256
Note 1. General information
256
Note 2.
256# Consolidated comprehensive result (income statement)
(x 1,000 EUR)
| Notes | 2023 | 2022 |
|---|---|---|
| A. NET RESULT | ||
| I. Rental income | 6 | 346,550 |
| II. Writeback of lease payments sold and discounted | 6 | 1,365 |
| III. Rental-related expenses | 6 | -328 |
| Net rental income | 5,6 | 347,587 |
| IV. Recovery of property charges | 7 | 605 |
| V. Recovery income of charges and taxes normally payable by the tenant on let properties | 8 | 47,973 |
| VI. Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease | 7 | -2,110 |
| VII. Charges and taxes normally payable by the tenant on let properties | 8 | -55,096 |
| VIII. Other rental-related income and charges | 0 | |
| Property result | 338,958 | |
| IX. Technical costs | 9 | -4,555 |
| X. Commercial costs | 10 | -6,531 |
| XI. Taxes and charges on unlet properties | -2,762 | |
| XII. Property management costs | 11 | -33,185 |
| XIII. Other rental-related income and charges | 0 | |
| Property charges | -47,033 | |
| Property operating result | 291,925 | |
| XIV. Corporate management costs | 11 | -14,222 |
| XV. Other operating income and charges | 0 | |
| Operating result before result on the portfolio | 277,703 | |
| XVI. Gains or losses on disposals of investment properties | 5,12 | -4,052 |
| XVII. Gains or losses on disposals of other non-financial assets | 5,12 | 0 |
| XVIII. Changes in fair value of investment properties | 5,13,22 | -181,653 |
| XIX. Other result on the portfolio | 5,14 | -25,500 |
| Operating result | 66,498 | |
| XX. Financial income | 15 | 13,327 |
| XXI. Net interest charges | 16 | -39,550 |
| XXII. Other financial charges | 17 | -1,258 |
| XXIII. Changes in the fair value of financial assets and liabilities | 18 | -79,480 |
| Financial result | -106,961 | |
| XXIV. Share in the result of associates and joint ventures | 40 | -7,525 |
| Pre-tax result | -47,988 | |
| XXV. Corporate tax | 19 | -7,040 |
| XXVI. Exit tax | 19 | 857 |
| Taxes | -6,183 | |
| Net result | -54,172 | |
| Attributable to Minority interests | 40 | 1,325 |
| Shareholders of the parent company | -55,497 | |
| (in EUR) | ||
| Net result per share - group share | 20 | -1.63 |
| Diluted net result per share - group share | 20 | -1.62 |
Consolidated statement of the comprehensive result
(x 1,000 EUR)
| Notes | 2023 | 2022 |
|---|---|---|
| B. STATEMENT OF THE COMPREHENSIVE RESULT | ||
| I. Net result | -54,172 | |
| II. Other elements of the comprehensive result | 425 | |
| A. Impact on fair value of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | |
| B. Change in the effective part of the fair value of authorised cash flow hedging instruments as defined under IFRS | 0 | |
| C. Change in the fair value of financial assets held for sale | 0 | |
| D. Currency translation differences linked to conversion of foreign activities | 425 | |
| E. Actuarial gains and losses on defined benefit pension plans | 0 | |
| F. Income tax on the ‘other elements of the comprehensive result’ | 0 | |
| G. Share in the other elements of the comprehensive result of associates/joint ventures | 0 | |
| H. Other elements of the ‘comprehensive result’ net of tax | 0 | |
| COMPREHENSIVE RESULT (I + II) | -53,746 | |
| Attributable to | 0 | |
| Minority interests | 1,325 | |
| Shareholders of the parent company | -55,071 |
Consolidated statement of financial position (balance sheet)
(x 1,000 EUR)
| Notes | 31.12.2023 | 31.12.2022 |
|---|---|---|
| I. Non-current assets | 6,512,921 | 6,558,181 |
| A. Goodwill | 5,21 | 0 |
| B. Intangible assets | 24 | 2,128 |
| C. Investment properties | 5,22 | 6,187,930 |
| D. Other tangible assets | 24 | 2,111 |
| E. Non-current financial assets | 26 | 121,649 |
| F. Finance lease receivables | 26 | 158,936 |
| G. Trade receivables and other non-current assets | 25 | 6,719 |
| H. Deferred taxes | 32 | 9,822 |
| I. Participations in associates and joint ventures | 40 | 23,626 |
| II. Current assets | 178,500 | 245,385 |
| A. Assets held for sale | 5,27 | 43,111 |
| B. Current financial assets | 25 | 642 |
| C. Finance lease receivables | 26 | 4,419 |
| D. Trade receivables | 28 | 44,810 |
| E. Tax receivables and other current assets | 29 | 46,170 |
| F. Cash and cash equivalents | 25 | 19,958 |
| G. Deferred charges and accrued income | 30 | 19,390 |
| TOTAL ASSETS | 6,691,421 | 6,803,566 |
| SHAREHOLDERS’ EQUITY | 3,698,985 | 3,666,991 |
| I. Shareholders’ equity attributable to shareholders of parent company | 3,623,262 | 3,637,413 |
| A. Capital | p. 254-255 | 1,970,211 |
| B. Share premium account | p. 254-255 | 896,826 |
| C. Reserves | p. 254-255 | 811,723 |
| D. Net result for the financial year | p. 254-255 | -55,497 |
| II. Minority interests | 40 | 75,723 |
| LIABILITIES | 2,992,436 | 3,136,575 |
| I. Non-current liabilities | 1,891,516 | 2,101,636 |
| A. Provisions | 31 | 26,426 |
| B. Non-current financial debts | 25 | 1,791,325 |
| a. Banks | 25 | 630,977 |
| b. Finance lease | 25 | 0 |
| c. Other | 25 | 1,160,348 |
| C. Other non-current financial liabilities | 25 | 20,021 |
| D. Trade debts and other non-current debts | 0 | |
| E. Other non-currrnt liabilitiess | 0 | |
| F. Deferred taxes | 32 | 53,744 |
| a. Exit tax | 32 | 0 |
| b. Other | 32 | 53,744 |
| II. Current liabilities | 1,100,919 | 1,034,939 |
| A. Provisions | 0 | |
| B. Current financial debts | 25 | 953,187 |
| a. Banks | 25 | 111,169 |
| b. Finance lease | 25 | 0 |
| c. Other | 25 | 842,018 |
| C. Other current financial liabilities | 25 | 0 |
| D. Trade debts and other current debts | 33 | 128,645 |
| a. Exit tax | 33 | 0 |
| b. Other | 33 | 128,645 |
| E. Other current lilabilities | 0 | |
| Accrued charges and deferred income | 34 | 19,088 |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 6,691,421 | 6,803,566 |
Calculation of debt-to-assets ratio
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Non-current financial debts | 1,791,325 | 2,000,483 |
| Other non-current financial liabilities (except for hedging instruments) | + 14,581 | 13,570 |
| Current financial debts | + 953,187 | 880,054 |
| Trade debts and other current debts | + 128,645 | 132,421 |
| Total debt = | 2,887,737 | 3,026,528 |
| Total assets | 6,691,421 | 6,803,566 |
| Hedging instruments | - 97,340 | 172,979 |
| Total assets (except hedging instruments) | / 6,594,081 | 6,630,587 |
| DEBT-TO-ASSETS RATIO = | 43.79% | 45.64% |
Consolidated statement of cash flows
(x 1,000 EUR)
| Notes | 2023 | 2022 |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 19,611 | 19,857 |
| Operating activities | ||
| Net result for the period | -55,497 | 482,938 |
| Adjustments for interest charges and income | 27,305 | 22,726 |
| Adjustments for gains and losses on disposal of property assets | 4,052 | -4,493 |
| Adjustments for non-cash charges and income | 35 | 288,532 |
| Changes in working capital requirements | 36 | -36,515 |
| CASH FLOW RESULTING FROM OPERATING ACTIVITIES | 227,878 | 210,418 |
| Investment activities | ||
| Investments in intangible assets and other tangible assets | -1,290 | -1,267 |
| Acquisitions of investment properties | 37 | -16,772 |
| Extensions of investment properties | 37 | -115,672 |
| Investments in investment properties | 37 | -41,718 |
| Acquisitions of consolidated subsidiaries | 4 | -96,635 |
| Acquisitions of associates and joint ventures | -3,985 | -1,998 |
| Disposals of investment properties | 37 | 200,694 |
| Disposals of assets held for sale | 37 | 89,654 |
| Disposals of other assets | 0 | 0 |
| Disposal of consilidated subsidiaries | 0 | 20,769 |
| Payment of exit tax | -1,747 | -4,412 |
| Finance lease receivables | 4,278 | 3,822 |
| Other cash flows from investment activities | -3,214 | 3,621 |
| CASH FLOW RESULTING FROM INVESTMENT ACTIVITIES | 13,592 | -334,386 |
| Financing activities | ||
| Capital increase | 164,648 | 0 |
| Acquisitions/disposals of treasury shares | ||
| 426 531 Dividends paid to shareholders -160,091 -134,962 Transactions with mandatory convertible bond (MCB)-holders 40 -10,321 -26,081 Transactions with minority shareholders 40 -1,263 582 Increase of financial debts 958 309,327 Decrease of financial debts -209,104 -7,891 Financial income received 16,262 16,680 Financial charges paid -40,447 -34,112 Other cash flows from financing activities -2,190 -352 CASH FLOW RESULTING FROM FINANCING ACTIVITIES -241,123 123,722 CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR 19,958 19,611 |
SECTION 10 I ANNUAL ACCOUNTS I CONSOLIDATED ACCOUNTS I
Consolidated statement of changes in shareholders’ equity (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 distributable reserves and non-distributable reserves on asset disposals and maturity of financial instrument | 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 | 916,019 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 0 | 936,321 |
| Reserves | 358,402 | 260,337 | -191,134 | 0 | 531 | 0 | 29,901 | -1,755 | 0 | 456,282 |
| Reserve of the balance of changes in fair value of property assets | 60 | 34,254 | 0 | 0 | 0 | 0 | 58,240 | 0 | 0 | 92,555 |
| Reserve of estimated transfer rights 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 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 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 | -10,667 |
| Distributable reserve | 403,232 | 182,556 | -191,134 | 0 | 0 | 0 | -24,408 | -329 | 0 | 369,917 |
| Non-distributable reserve | 5,343 | 1,620 | 0 | 0 | 0 | 0 | 0 | -295 | 0 | 6,667 |
| Reserve for treasury shares | -2,105 | 0 | 0 | 0 | 531 | 0 | 0 | 0 | 0 | -1,483 |
| Reserve for currency translation differences linked to conversion of foreign activities | 424 | 0 | 0 | 0 | 0 | 0 | 0 | -1,130 | 0 | -706 |
| 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 | 0 |
| Net result of the financial year | 260,337 | -260,337 | 0 | 0 | 0 | 0 | 0 | 482,938 | 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 | 3,637,413 |
| Minority interests | 54,259 | 0 | -3,776 | 0 | 0 | 0 | 0 | -20,536 | -370 | 29,578 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,287,533 | 0 | -194,909 | 113,559 | 531 | 0 | 0 | -22,291 | 482,568 | 3,666,991 |
(x 1,000 EUR)
| At 31.12.2022 | Allocation of 2022 net income | Dividends/ coupons | Share issue | Purchase/ disposal of treasury shares | Cash flow hedging | Transfer between distributable reserves and non-distributable reserves on asset disposals and maturity of financial instrument | Other | Result of the financial year | At 31.12.2023 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,761,872 | 0 | 0 | 208,339 | 0 | 0 | 0 | 0 | 0 | 1,970,211 |
| Share premiums | 936,321 | 0 | 0 | 36,300 | 0 | 0 | -75,795 | 0 | 0 | 896,826 |
| Reserves | 456,282 | 482,938 | -204,147 | 0 | 426 | 0 | 75,795 | 429 | 0 | 811,723 |
| Reserve of the balance of changes in fair value of property assets | 92,555 | 76,011 | 0 | 0 | 0 | 0 | 50,224 | 0 | 0 | 218,790 |
| Reserve of estimated transfer rights 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 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 fair value of authorised hedging instruments to which the hedging accounting defined in IFRS is not applied | -10,667 | 218,227 | 0 | 0 | 0 | 0 | -31,334 | 0 | 0 | 176,226 |
| Distributable reserve | 369,917 | 187,851 | -204,147 | 0 | 0 | 0 | 56,905 | 167 | 0 | 410,692 |
| Non-distributable reserve | 6,667 | 849 | 0 | 0 | 0 | 0 | 0 | -160 | 0 | 7,357 |
| Reserve for treasury shares | -1,483 | 0 | 0 | 0 | 426 | 0 | 0 | 0 | 0 | -1,058 |
| Reserve for currency translation differences linked to conversion of foreign activities | -706 | 0 | 0 | 0 | 0 | 0 | 0 | 422 | 0 | -284 |
| 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 | 0 |
| Net result of the financial year | 482,938 | -482,938 | 0 | 0 | 0 | 0 | 0 | 0 | -55,497 | |
| Total shareholders’ equity attributable to shareholders of the parent company | 3,637,413 | 0 | -204,147 | 244,638 | 426 | 0 | 0 | 429 | -55,497 | 3,623,262 |
| Minority interests | 29,578 | 0 | -1,809 | 0 | 0 | 0 | 0 | 46,629 | 1,325 | 75,723 |
| TOTAL SHAREHOLDERS' EQUITY | 3,666,991 | 0 | -205,956 | 244,638 | 426 | 0 | 0 | 47,058 | -54,172 | 3,698,985 |
254 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023
Consolidated statement of changes in shareholders’ equity (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 distributable reserves and non-distributable reserves on asset disposals and maturity of financial instrument | 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 | 916,019 | 0 | 0 | 50,204 | 0 | 0 | -29,901 | 0 | 0 | 936,321 |
| Reserves | 358,402 | 260,337 | -191,134 | 0 | 531 | 0 | 29,901 | -1,755 | 0 | 456,282 |
| Reserve of the balance of changes in fair value of property assets | 60 | 34,254 | 0 | 0 | 0 | 0 | 58,240 | 0 | 0 | 92,555 |
| Reserve of estimated transfer rights 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 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 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 | -10,667 |
| Distributable reserve | 403,232 | 182,556 | -191,134 | 0 | 0 | 0 | -24,408 | -329 | 0 | 369,917 |
| Non-distributable reserve | 5,343 | 1,620 | 0 | 0 | 0 | 0 | 0 | -295 | 0 | 6,667 |
| Reserve for treasury shares | -2,105 | 0 | 0 | 0 | 531 | 0 | 0 | 0 | 0 | -1,483 |
| Reserve for currency translation differences linked to conversion of foreign activities | 424 | 0 | 0 | 0 | 0 | 0 | 0 | -1,130 | 0 | -706 |
| 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 | 0 |
| Net result of the financial year | 260,337 | -260,337 | 0 | 0 | 0 | 0 | 0 | 482,938 | 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 | 3,637,413 |
| Minority interests | 54,259 | 0 | -3,776 | 0 | 0 | 0 | 0 | -20,536 | -370 | 29,578 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,287,533 | 0 | -194,909 | 113,559 | 531 | 0 | 0 | -22,291 | 482,568 | 3,666,991 |
(x 1,000 EUR)
| At 31.12.2022 | Allocation of 2022 net income | Dividends/ coupons | Share issue | Purchase/ disposal of treasury shares | Cash flow hedging | Transfer between distributable reserves and non-distributable reserves on asset disposals and maturity of financial instrument | Other | Result of the financial year | At 31.12.2023 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,761,872 | 0 | 0 | 208,339 | 0 | 0 | 0 | 0 | 0 | 1,970,211 |
| Share premiums | 936,321 | 0 | 0 | 36,300 | 0 | 0 | -75,795 | 0 | 0 | 896,826 |
| Reserves | 456,282 | 482,938 | -204,147 | 0 | 426 | 0 | 75,795 | 429 | 0 | 811,723 |
| Reserve of the balance of changes in fair value of property assets | 92,555 | 76,011 | 0 | 0 | 0 | 0 | 50,224 | 0 | 0 | 218,790 |
| Reserve of estimated transfer rights 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 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 fair value of authorised hedging instruments to which the hedging accounting defined in IFRS is not applied | -10,667 | 218,227 | 0 | 0 | 0 | 0 | -31,334 | 0 | 0 | 176,226 |
| Distributable reserve | 369,917 | 187,851 | -204,147 | 0 | 0 | 0 | 56,905 | 167 | 0 | 410,692 |
| Non-distributable reserve | 6,667 | 849 | 0 | 0 | 0 | 0 | 0 | -160 | 0 | 7,357 |
| Reserve for treasury shares | -1,483 | 0 | 0 | 0 | 426 | 0 | 0 | 0 | 0 | -1,058 |
| Reserve for currency translation differences linked to conversion of foreign activities | -706 | 0 | 0 | 0 | 0 | 0 | 0 | 422 | 0 | -284 |
| 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 | 0 |
| Net result of the financial year | 482,938 | -482,938 | 0 | 0 | 0 | 0 | 0 | 0 | -55,497 | |
| Total shareholders’ equity attributable to shareholders of the parent company | 3,637,413 | 0 | -204,147 | 244,638 | 426 | 0 | 0 | 429 | -55,497 | 3,623,262 |
| Minority interests | 29,578 | 0 | -1,809 | 0 | 0 | 0 | 0 | 46,629 | 1,325 | 75,723 |
| TOTAL SHAREHOLDERS' EQUITY | 3,666,991 | 0 | -205,956 | 244,638 | 426 | 0 | 0 | 47,058 | -54,172 | 3,698,985 |
255
SECTION 10 I ANNUAL ACCOUNTS I CONSOLIDATED ACCOUNTS I
Note 1. General information
Cofinimmo SA/NV (the ‘company’) is a public RREC (regulated real estate company) under Belgian law 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 31.12.2023 comprise the company and its subsidiaries (the ‘group’). The consolidation scope at 31.12.2023 is presented in Note 40. The consolidated financial and statutory statements were adopted by the board of directors on 21.03.2024 and will be submitted to the general meeting on 08.05.2024.
Note 2. Material accounting methods
A. Statement of compliance
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), issued by the International Financial Reporting Standards Board and adopted by the European Union as applied 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 previous financial year.
```## New Standards, Amendments and Interpretations
The following new standards, amendments and interpretations, which are mandatory for the group from 01.01.2023, had no material impact:
- IFRS 17 Insurance Contracts (issued on 18.05.2017); including Amendments to IFRS 17 (issued on 25.06.2020);
- Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (issued on 12.02.2021);
- Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (issued on 12.02.2021); the group has adopted the amendments to IAS 1 from 01.01.2023, as these amendments did not result in a change in the valuation rules themselves but in an adjustment to the presentation of the valuation rules in these financial statements);
- Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on 07.05.2021);
- Amendments to IFRS 17 Insurance contracts: initial application of IFRS 17 and IFRS 9 – Comparative information (issued on 09.12.2021);
- Amendments to IAS 12 Income Taxes: International Tax Reform – Pillar Two Model Rules (issued on 23.05.2023).
A number of new standards and amendments to standards will come into force for the group for financial years beginning on or after 01.01.2024. The group has not early adopted any of these standards and amendments in preparing these consolidated financial statements. The group does not expect to early adopt these new standards and amendments and their initial application is not expected to have a material impact:
- Amendments to IAS 1 Presentation of Financial Statements:
- Classification of Liabilities as Current or Non-current Date (issued on 23.01.2020);
- Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on 15.07.2020); and
- Non-current Liabilities with Covenants (issued on 31.10.2022).
Notes to the consolidated accounts
256 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
- Amendments to IAS 1 Presentation of Financial statements: Classification of Liabilities as Current or Non-current, issued on 23.01.2020, clarify a criterion in IAS 1 for classifying a liability as non-current: the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments:
- specify that an entity’s right to defer settlement must exist at the end of the reporting period;
- clarify that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement;
- clarify how lending conditions affect classification; and
- clarify the requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.
On 15.07.2020, the IASB issued Classification of Liabilities as Current or Non-current — Deferral of effective date (Amendment to IAS 1), deferring amendments with one year.
On 31.10.2022, the IASB issued Non-current liabilities with Covenants, which amends IAS 1 and specifies that covenants (i.e. conditions specified in a loan arrangement) to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements.
All of the amendments are effective for annual reporting periods beginning on or after 01.01.2024, with early adoption permitted. The amendments have not yet been endorsed by the European Union.
- Amendments to IFRS 16 Leases: Lease Liability deriving from a Sale and Leaseback, issued on 22.09.2022, introduce a new accounting model which will impact how a seller-lessee accounts for variable lease payments in a sale-and-leaseback transaction. Under this new accounting model for variable payments, a seller-lessee will:
- include estimated variable lease payments when it initially measures a lease liability arising from a sale-and-leaseback transaction; and
- after initial recognition, apply the general requirements for subsequent accounting of the lease liability such that it recognizes no gain or loss relating to the right of use it retains.
These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. The amendments apply retrospectively for annual periods beginning on or after 01.01.2024 with early application permitted. These amendments have been endorsed by the European Union.
-
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements, issued on 25.05.2023, introduce additional disclosure requirements for companies that enter into supplier finance arrangements. The amendments are effective for periods beginning on or after 01.01.2024, with early application permitted. However, some relief from providing certain information in the year of initial application is available. These amendments have not yet been endorsed by the European Union.
-
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability, issued on 15.08.2023, clarify when a currency is exchangeable into another currency (and when it is not). When a currency is not exchangeable, a company needs to estimate a spot rate. The company’s objective when estimating a spot rate is that it reflects the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. The amendments contain no specific requirements for estimating a spot rate. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. The amendments are effective for annual reporting periods beginning on or after 01.01.2025 with early adoption permitted. These amendments have not yet been endorsed by the European Union.
In preparing its consolidated financial statements the company is required to make significant judgments that affect the application of accounting methods and to proceed to a certain number of estimations. In formulating these assumptions, management may rely on its own experience, on the assistance of third parties (independent real estate valuers in particular) and on other sources deemed relevant. Actual results may differ from these estimations. These estimations are reviewed, when necessary, on a regular basis and modified accordingly.
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.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 257
C. Basis of consolidation
I. Subsidiaries
The consolidated financial statements include the financial statements of the company and the financial statements of the entities that it controls. The company has control when it:
- holds power over the entity;
- is exposed or entitled to variable returns because of its ties with the 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 entity when the facts and circumstances indicate that one or more of the three control elements listed above have changed. The percentage of ownership is therefore not the decisive indicator of control. 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.
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 entity. 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.
D. Business combinations
When an entity is acquired, the company assesses whether the acquisition meets the definition of a business in accordance with IFRS 3 Business combinations, which may give rise to the recognition of goodwill, or whether it is a straightforward acquisition of assets that does not give rise to the recognition of goodwill (see paragraph 2(b) of the IFRS 3). In all cases encountered since 2008, acquisitions of entities have been considered as simple asset acquisitions (see Note 4).
E. Translation of foreign currencies
The group operates almost exclusively in the euro zone. The euro is the group’s functional currency and the presentation currency of the consolidated financial statements.# SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 257
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. In accordance with IFRS 9, 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.
B. Evaluation of derivative financial instruments
Evaluation 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 Non-derivative financial instruments
Non-derivative financial instruments, whether assets or liabilities, are measured in accordance with IFRS 9.
G. Investment properties
Investment properties are properties held to earn rentals or for capital appreciations, or both, accounted for in accordance with IAS 40. In accordance with RECC regulations, the company applies the fair value model, as opposed to the cost model. Even in the case of an indirect investment via the acquisition of a company holding an investment property, the latter is initially recognised at the conventional value of the transaction, then measured at fair value at the first balance sheet date following the acquisition date. Independent real estate valuers determine the valuation of the property portfolio every three months. Any gain or loss arising, after the acquisition of a property, from a change in its fair value is recognised on the income statement. Rental income from investment properties is accounted for as described under section R.
258 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 (fair value as evidenced in the valuation reports) plus any real estate transfer taxes to borne by the investor (the disposal of an investment property is usually subject to the payment of real estate transfer taxes or value added tax to the public authorities).
Properties that are being built, renovated, developed or redeveloped for future use as investment properties are classified, within investment properties, in a ‘Development projects’ sub-category until completion of the works. 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 projects’ 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 buildings undergoing renovation or redevelopment decreases as the end of the lease and the beginning of the works approach. All costs directly associated with to acquisition 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, as disclosed in the management report.
Having sold its head office in 2023, the company no longer holds ‘owner-occupied property’ as defined by IAS 40. The head office is due to move in 2024 to a portion of another building within the group, which will continue to be accounted for as an investment property.
H. Assets held for sale
Assets held for sale (from investment properties) are presented separately on the balance sheet at a value corresponding to their fair value determined by the independent real estate valuers), in accordance with IFRS 5.
I. Leases
I The group as lessor
A. Operating finance leases
For each lease, the company assesses whether it is an operating lease or a finance lease, in accordance with IFRS 16. In most cases, these are operating leases of investment properties (or even assets held for sale) ; in rare cases, they are finance leases recognised in the balance sheet under ‘finance lease receivables’. The income generated by these two types of contract is presented in Note 6.
B. Sale of future lease payments under a long lease not qualifying as a finance lease
In 2008 and 2009, the group assigned future rental receivables on office properties to several banks (see Note 22). At 31.12.2023, only one assignment of receivables was still active, relating to the Colonel Bourg/Kolonel Bourg 124 building. The amount collected by the group as a result of the sale of the future lease payments is 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 is recognised at each period under the item ‘Writeback of lease payments sold and discounted’ on the income statement and is 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 is 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 in the sense of IFRS 16. 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).
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 259
J. Other tangible and intangible assets
Other tangible assets and intangible assets are accounted for in accordance with IAS 16 and IAS 38 respectively (cost model). These assets do not include investment property or assets held for sale covered by IAS 40 and IFRS 5 respectively (see G. and H. above). Depreciation is charged to the income statement on a straight-line basis over the expected lifetime as indicated below :
- fixture and fittings : 4-10 years ;
- furniture : 8-10 years ;
- 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.
K. Public-private partnerships (‘PPP’)
With the exception of the police station in Termonde/Dendermonde, considered as operating lease and, therefore, recognised as investment property, public-private partnerships are classified as a finance lease receivable, and are subject to IFRS 16, IFRIC 12 and SIC 29 (for more information on PPPs : see the property report and management report in the 2023 universal registration document).
L. Cash and cash equivalents
Cash and cash equivalents comprise current accounts, cash and short-term investments.
M. Equity
The rules relating to shareholders’ equity do not call for any particular comment, other than in respect of the contribution of a branch of activity made on 29.10.2021. 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.# SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS
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
Employee benefits are accounted for in accordance with IAS 19.
P. Provisions
Provisions are recognised in accordance with IAS 37 (see Note 31).
Q. Trade debts and other debts
Trade debts and other debts are stated at amortised cost, in accordance with IFRS 9 (see Notes 25 and 33).
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’) pro rata 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. The counterpart to the deferral of free occupancy could be an accrued income account, which could be debited at the start of the lease, and which corresponds to the rental income (net of the cost of rent-free periods) already earned but not yet expired.
However, when the independent real estate valuers make an estimation of the value of the building concerned using the based on discounted cash flow method, they include in this value the total rents yet to be collected. Consequently, the accrued income account referred to above would be redundant with the part of the building representing rents already earned and recognised on the income statement but not yet due. In order to avoid this redundancy, which would wrongfully swell the total of the balance sheet and of the shareholders’ equity, the movements that could have been booked under the accrued income account are replace by movements booked under the item ‘Other result on the portfolio’. Once the date of the first break option is passed, there are no further movements to be recorded on the income statement, as would have been the case if an accrued income account had been used. As a consequence, the operating result before result on the portfolio (and thus the net result from core activities* of the analytical form) reflects the rents spread over the firm term of the lease, whereas the net result reflects the rents to date and as they are cashed. The concessions granted to tenants are, on their part, booked as charges over the firm term of the lease. They refer to incentives consisting of the financing by the landlord of certain expenses normally borne by the tenant, such as the cost of the fitting works of private surfaces for example.
S. Operating expenses and financial result
I. Service costs
Service costs paid, as well as those borne on behalf of the tenants, are included in the direct property expenses. Their recovery from the tenants is presented separately.
II. Works carried out on properties
Works carried out that are the responsibility of the building owner are recorded in the accounts in three different ways, depending on the type of works :
- expenditure on maintenance and repairs that does not add any extra functionality or does not increase the comfort standard of the building is considered as current expenditure for the period, and as property costs ;
- extensive renovation works : these are normally undertaken at intervals of 25 to 35 years and virtually involve the reconstruction of the buildings whereby, in most cases, the existing carcass work is re-used and state-of-the-art building techniques are applied ; on completion of such renovation works, the property can be considered as new and expenditure is capitalised ;
- improvement works : these are works carried out on an occasional basis to add functionality to the property or significantly enhance the comfort standard, thus making it possible to raise the rent and, hence, the estimated rental value. The costs of these works are capitalised by reason of the fact that and insofar as the valuer normally recognises a corresponding appreciation in the value of the property. Example : installation of an air conditioning system where one did not previously exist.
Works that generate expenses to be activated are identified taking into account the previous criteria during the preparation of the budgets. The capitalised expenses are related to materials, engineering works, technical studies, internal costs, architect fees and interests during the construction.
III. Commissions paid to letting agents and other transaction costs
Commissions relating to 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 made as a part of an indirect investment through the acquisition of a company holding an investment property. Commissions on property sales are deducted from the sale price obtained to determine the gain or loss made. Property valuation costs and technical valuation costs are always recognised on current expenditure.
IV. Financial result
Net financing costs comprise interest payable on borrowings, calculated using the effective interest rate method, 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 is accounted for in accordance with IAS 12 (see Note 19).
U. Exit tax and deferred taxes
The exit tax is the tax on the added value that arises upon approval of a Belgian company without a specific tax regime as a RREC (or FIIS) or of the merger of a company without specific tax regime with a RREC (or FIIS). When the company, which does not have a RREC regime (or FIIS) but 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.
In the case of companies not eligible for the RREC, FIIS, SIIC or FBI regimes, a deferred tax is recognised on the unrealised gain or loss of the investment property, insofar as this is required by IAS 12 :
- in case of an unrealised gain, a deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from : (a) the initial recognition of goodwill ; or (b) the initial recognition of an asset or liability in a transaction which : (i) is not a business combination ; (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss) ; and (iii) at the time of the transaction, does not give rise to equal taxable and deductible temporary differences ;
- in case of an unrealised loss, a deferred tax asset shall be recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary### V. Stock options
Equity-settled share-based payments granted to employees and members of the executive committee members have been measured at the fair value of those equity instruments at the date of granting (see Note 42). The last grant was in 2016 (see the remuneration report in the corporate governance statement section of the universal registration document).
W. Estimates, judgments and main sources of concern
In accordance with paragraph 122 of the IAS 1, the judgements that management has made in the process of applying the entity’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements relate to the classification of leases (see I. above) and the classification of property transactions (see below). When assets are acquired through the purchase of shares in companies, the group uses the percentage of shares held and the power to appoint directors to determine whether the group exercises joint or sole control. When an asset meets the definition of a business combination, as defined in IFRS 3, the group revalues the assets and liabilities acquired in such a combination at their fair value. The fair value of the real estate acquired is established on the basis of the value set by the independent valuers (further details are provided in Note 40).
In accordance with paragraph 125 of the IAS 1, entity is required to disclose information about the assumptions it makes about the future, and other major sources of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. This applies to the fair value of investment property and assets held for sale, the fair value of financial instruments, goodwill and provisions, as detailed in Note 47.
X. Rental guarantees
Guarantees received in cash are accounted for as liabilities in the balance sheet (see Note 25). Other unrecognised guarantees are included in off-balance sheet rights and commitments (see Note 38).
262 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 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 net of recoveries represent 0,117 % of total turnover over the period 1996-2023. 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 2,546.55 million EUR 1 compared to a fair value of the insured investment property of 2,544.57 million EUR as at 31.12.2023, which includes the value of the land. Cover has also been taken against vacancies resulting from these events. Moreover, Cofinimmo has insurance for its public liability as the building’s owner or project supervisor (details of the group’s financial risk are provided in Note 25).
Note 4. Acquisitions of subsidiaries
General information
| Company | Acquisition date | Segment | Country | % of ownership by Cofinimmo group | Direct or indirect | Building valuation date of entities |
|---|---|---|---|---|---|---|
| Rheastone 10 SA | 07.07.2023 | Healthcare | Belgium | 100 % | Direct | 30 real estate |
| DZI 7. Vorrat GmbH | 31.10.2023 | Healthcare | Germany | 100 % | Indirect | 5 real estate |
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.
- 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.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 263
Note 5. Segment information
At fair value, healthcare real estate represents 75 % of assets, offices 18 %, property of distribution networks 7 % (the different real estate sectors are described on pages 36 to 77). One client represents more than 10 % of the contractual rent : the Clariane group in the healthcare real estate sector, for 54 million EUR.
Segment information (x 1,000 EUR) - Overall portfolio
INCOME STATEMENT Healtcare Property of Offices Unallocated Total
Real Estate distribution amounts
networks
AT 31.12 2023 2023 2023 2023 2023
Net rental income 246,504 33,928 67,155 347,587
Property result after direct property costs 236,458 29,956 58,697 325,111
Property management costs -33,185 -33,185
Corporate management costs -14,222 -14,222
Gains or losses on disposals of investment properties and other 5,611 -7 -9,656 -4,052
non-financial assets
Changes in fair value of investment properties -113,614 1,072 -69,110 -181,653
Other result on the portfolio 2,202 -26,626 -1,076 -25,500
Operating result 130,657 4,394 -21,145 -47,407 66,498
Financial result -106,961 -106,961
Share in the result of associates and joint ventures -7,525 -7,525
Taxes -6,183 -6,183
NET RESULT -54,172
NET RESULT - GROUP SHARE -55,497
INCOME STATEMENT Healtcare Property of Offices Unallocated Total
Real Estate distribution amounts
networks
AT 31.12 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- 2,363 2,701 -571 4,493
financial assets
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
264 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
BALANCE SHEET Healtcare Property of Offices Unallocated Total
Real Estate distribution amounts
networks
AT 31.12 2023 2023 2023 2023 2023
Assets
Goodwill 4,657,786 463,052 1,067,092 6,187,930
Investment properties, of which : 174,177 6,496 121,502 302,176
Development projects
Assets held for own use
Assets held for sale 8,190 34,921 43,111
Other assets 460,381 460,381
TOTAL ASSETS 6,691,421
Shareholders’ equity and liabilities
Shareholders’ equity 3,698,985 3,698,985
Shareholders’ equity attributable to shareholders of parent company 3,623,262 3,623,262
Minority interests 75,723 75,723
Liabilities 2,992,436 2,992,436
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 6,691,421
BALANCE SHEET Healtcare Property of Offices Unallocated Total
Real Estate distribution amounts
networks
AT 31.12 2022# SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 265
Segment information (x 1,000 EUR) – Healthcare real estate
INCOME STATEMENT
| Belgium | France | The Netherlands | Germany | Other¹ | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 | 2023 | 2023 | 2023 | 2023 | 2023 | 2023 |
| Net rental income | 94,374 | 34,346 | 30,398 | 46,796 | 40,590 | 246,504 |
| Property result after direct property costs | 93,697 | 33,373 | 28,000 | 43,400 | 37,988 | 236,458 |
| Property management costs | ||||||
| Corporate management costs | ||||||
| Gains or losses on disposals of investment properties and other non-financial assets | 2,736 | 2,825 | 50 | 5,611 | ||
| Changes in fair value of investment properties | -41,849 | 13,900 | -1,119 | -62,135 | -22,411 | -113,614 |
| Other result on the portfolio | -4,401 | -1,813 | -1,170 | 5,923 | 3,663 | 2,202 |
| Operating result | 50,183 | 48,286 | 25,710 | -12,762 | 19,239 | 130,657 |
| 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 | Other¹ | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 | 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 |
Segment information (x 1,000 EUR) - Property of distribution networks
INCOME STATEMENT
| Total | |
|---|---|
| AT 31.12 | 2023 |
| Net rental income | 33,928 |
| Property result after direct property costs | 29,956 |
| Property management costs | |
| Corporate management costs | |
| Gains or losses on disposals of investment properties and other non-financial assets | -7 |
| Changes in fair value of investment properties | 1,072 |
| Other result on the portfolio | -26,626 |
| Operating result | 4,394 |
| Financial result | |
| Share in the result of associates and joint ventures | |
| Taxes | |
| NET RESULT | |
| NET RESULT - GROUP SHARE |
¹ Spain, Finland, Ireland, Italy and United Kingdom.
266 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
BALANCE SHEET
| Belgium | France | The Netherlands | Germany | Other¹ | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 | 2023 | 2023 | 2023 | 2023 | 2023 | 2023 |
| Assets | ||||||
| Goodwill | ||||||
| Investment properties, of which : | 1,677,036 | 681,440 | 503,940 | 894,490 | 900,880 | 4,657,786 |
| Development projects | 13,801 | 12,700 | 25,865 | 10,610 | 111,201 | 174,177 |
| Assets held for own use | ||||||
| Assets held for sale | 8,190 | 8,190 | ||||
| Other assets | ||||||
| TOTAL ASSETS | ||||||
| Shareholders’ equity and liabilities | ||||||
| Shareholders’ equity | ||||||
| Shareholders’ equity attributable to shareholders of parent company | ||||||
| Minority interests | ||||||
| Liabilities | ||||||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
BALANCE SHEET
| Belgium | France | The Netherlands | Germany | Other¹ | Total | |
|---|---|---|---|---|---|---|
| AT 31.12 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Assets | ||||||
| Goodwill | ||||||
| Investment properties, of which : | 1,706,619 | 477,800 | 480,560 | 845,350 | 848,065 | 4,358,394 |
| Development projects | 47,901 | 22,750 | 38,870 | 14,800 | 126,210 | 250,531 |
| Assets held for own use | ||||||
| Assets held for sale | 9,150 | 9,150 | ||||
| Other assets | ||||||
| TOTAL ASSETS | ||||||
| Shareholders’ equity and liabilities | ||||||
| Shareholders’ equity | ||||||
| Shareholders’ equity attributable to shareholders of parent company | ||||||
| Minority interests | ||||||
| Liabilities | ||||||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
BALANCE SHEET
| Total | |
|---|---|
| AT 31.12 | 2023 |
| Assets | |
| Goodwill | 27,337 |
| Investment properties, of which : | 463,052 |
| Development projects | 6,496 |
| Assets held for own use | |
| Assets held for sale | 16,390 |
| 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.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 267
Segment information (x 1,000 EUR) - Office
INCOME STATEMENT
| Brussels CBD | Brussels | Brussels periphery | Other regions | Total decentralised | |
|---|---|---|---|---|---|
| AT 31.12 | 2023 | 2023 | 2023 | 2023 | 2023 |
| Net rental income | 35,154 | 18,048 | 5,108 | 8,846 | 67,155 |
| Property result after direct property costs | 32,422 | 14,988 | 3,690 | 7,598 | 58,697 |
| Property management costs | |||||
| Corporate management costs | |||||
| Gains or losses on disposals of investment properties and other non-financial assets | -7,495 | 929 | -1,018 | -2,073 | -9,656 |
| Changes in fair value of investment properties | -49,319 | -6,335 | -773 | -12,683 | -69,110 |
| Other result on the portfolio | -1,035 | 389 | -351 | -79 | -1,076 |
| Operating result | -25,427 | 9,971 | 1,549 | -7,238 | -21,145 |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| NET RESULT | |||||
| NET RESULT - GROUP SHARE |
INCOME STATEMENT
| Brussels CBD | Brussels | Brussels periphery | Other regions | Total decentralised | |
|---|---|---|---|---|---|
| AT 31.12 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Net rental income | 36,636 | 22,254 | 7,450 | 9,551 | 75,893 |
| Property result after direct property costs | 33,147 | 19,036 | 6,085 | 9,021 | 67,288 |
| 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 | -2,126 | 30,897 |
| Other result on the portfolio | -1,525 | -186 | 113 | 3 | -1,595 |
| Operating result | 73,162 | 19,227 | -957 | 4,587 | 96,018 |
| Financial result | |||||
| Share in the result of associates and joint ventures | |||||
| Taxes | |||||
| NET RESULT | |||||
| NET RESULT - GROUP SHARE |
268 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
BALANCE SHEET
| Brussels CBD | Brussels | Brussels periphery | Other regions | Total decentralised | |
|---|---|---|---|---|---|
| AT 31.12 | 2023 | 2023 | 2023 | 2023 | 2023 |
| Assets | |||||
| Goodwill | |||||
| Investment properties, of which : | 749,837 | 159,761 | 39,275 | 118,219 | 1,067,092 |
| Development projects | 69,721 | 544 | 51,237 | 121,502 | 121,502 |
| Assets held for own use | |||||
| Assets held for sale | 34,921 | 34,921 | |||
| Other assets | |||||
| TOTAL ASSETS | |||||
| Shareholders’ equity and liabilities | |||||
| Shareholders’ equity | |||||
| Shareholders’ equity attributable to shareholders of parent company | |||||
| Minority interests | |||||
| Liabilities | |||||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
BALANCE SHEET
| Brussels CBD | Brussels | Brussels periphery | Other regions | Total decentralised | |
|---|---|---|---|---|---|
| AT 31.12 | 2022 | 2022 | 2022 | 2022 | 2022 |
| Assets | |||||
| Goodwill | |||||
| Investment properties, of which : | 850,865 | 215,179 | 55,761 | 139,297 | 1,261,101 |
| Development projects | 46,300 | 505 | 23 | 26,273 | 73,101 |
| Assets held for own use | 7,693 | 7,693 | |||
| Assets held for sale | 71,494 | 20,236 | 91,730 | ||
| 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 |
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 269
Note 6. Rental income and rental-related expenses (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Rental income | ||
| Gross potential income¹ | 367,121 | 336,703 |
| Vacancy² | -13,735 | -11,007 |
| Rents | 353,386 | 325,696 |
| Cost of rent-free periods | -6,318 | -6,584 |
| Concessions granted to tenants | -2,095 | -1,226 |
| Indemnities for early termination of rental contracts³ | 1,577 | -125 |
| Rental income (Royal Decree of 13.07.2014 form) | 346,550 | 317,761 |
| Rental-related expenses | ||
| Rent payable on rented premises | -328 | -1,367 |
| Writedowns on trade receivables | -13 | -9 |
| Writeback of writedowns on trade receivables | -319 | -1,377 |
| Rental income, net of rental-related expenses* (analytical form) | 4 | 18 |
| Writebacks of lease payments sold and discounted | 346,222 | 316,394 |
| RENTAL INCOME, NET OF RENTAL-RELATED EXPENSES, INCLUDING WRITEBACKS OF LEASE PAYMENTS SOLD AND DISCOUNTED | 1,365 | 6,124 |
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, B. 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 is 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)
| 2023 | 2022 | |
|---|---|---|
| Rental income from operating leases | 346,550 | 317,761 |
| Interest income in respect of finance leases | 9,020 | 8,301 |
| Capital receipts in respect of finance leases | 4,278 | 3,822 |
| TOTAL | 359,848 | 329,884 |
- 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.
270 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Total minimum future rental receivables under non-cancellable operating leases and finance leases in effect at 31 December (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Operating lease | 4,607,338 | 4,247,222 |
| Less than one year | 352,817 | 329,687 |
| More than one year but less than two years | 341,784 | 305,490 |
| More than two years but less than three years | 329,007 | 290,831 |
| More than three years but less than four years | 311,364 | 279,113 |
| More than four years but less than five years | 300,427 | 266,967 |
| More than five years | 2,971,940 | 2,775,133 |
| Finance lease | 163,356 | 165,673 |
| Less than one year | 4,419 | 4,139 |
| More than one year but less than two years | 4,545 | 4,418 |
| More than two years but less than three years | 4,677 | 4,543 |
| More than three years but less than four years | 4,857 | 4,677 |
| More than four years but less than five years | 5,041 | 4,856 |
| More than five years | 139,817 | 143,040 |
| TOTAL | 4,770,694 | 4,412,894 |
Note 7. Net redecoration expenses
1 (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Recovery of property charges | -605 | -750 |
| Costs payable by the tenant and borne by the landlord on rental damage | 2,110 | 1,016 |
| and redecoration at end of lease | ||
| TOTAL | 1,505 | 266 |
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 271
Note 8. Charges and taxes not recovered from the tenant on let properties*
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Recovery income of charges and taxes normally payable by the tenant on let properties | 47,973 | 41,781 |
| Rebilling of rental charges invoiced to the landlord | 25,063 | 21,025 |
| Rebilling of withholding taxes and other taxes on let properties | 22,909 | 20,756 |
| Charges and taxes normally payable by the tenant on let properties | -55,096 | -46,499 |
| Rental charges invoiced to the landlord | -27,440 | -22,057 |
| Withholding taxes and other taxes on let properties | -26,507 | -23,837 |
| Taxes on refurbishment not recovered* | -1,150 | -606 |
| TOTAL | -7,124 | -4,718 |
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.
Note 9. Technical costs
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Recurrent technical costs | 3,595 | 4,627 |
| Repairs | 3,416 | 4,503 |
| Insurance premiums | 180 | 125 |
| Non-recurrent technical costs | 959 | 1,500 |
| Major repairs (building companies, architects, engineering offices, etc.)1 | 223 | 1,210 |
| Damage expenses | 737 | 291 |
| Losses providing from disasters and subject to insurance cover | 1,390 | 1,202 |
| Insurance compensation for losses providing from disasters | -654 | -912 |
| TOTAL | 4,555 | 6,128 |
Note 10. Commercial costs
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Letting fees paid to real estate brokers | 655 | 427 |
| Advertising | 81 | 10 |
| Fees paid to valuers | 5,795 | 3,923 |
| TOTAL | 6,531 | 4,360 |
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 | Total costs (x 1,000 EUR) | |
|---|---|---|---|
| 2023 | 2022 | 2023 | |
| Office charges | 2,980 | 2,672 | 1,277 |
| Fees paid to third parties | 8,611 | 9,432 | 3,690 |
| Recurrent | 7,591 | 7,758 | 3,253 |
| Non recurrent | 1,020 | 1,674 | 437 |
| Public relations, communication and advertising | 621 | 612 | 266 |
| Personnel expenses | 19,711 | 17,853 | 8,447 |
| Salaries | 15,895 | 14,172 | 6,812 |
| Social security | 2,329 | 2,249 | 998 |
| Pensions and other benefits | 1,487 | 1,432 | 637 |
| Taxes and regulatory fees | 1,262 | 1,640 | 541 |
| TOTAL | 33,185 | 32,209 | 14,222 |
The independent real estate valuers’ fees for the consolidated portfolio and associates amounted to 1,436,642 EUR (excl. VAT) for the year 2023. These honoraria are calculated based on a fixed fee plus a fixed tariff.
- With the exception of capitalised expenses.
272 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 KPMG, Réviseurs d’Entreprises/Bedrijfsrevisoren for auditing Cofinimmo’s statutory and consolidated accounts amounted to 185,000 EUR (excluding VAT). Its fees for the revision of the statutory accounts of Cofinimmo’s subsidiaries amounted to 326,500 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 KPMG, Réviseurs d’Entreprises/Bedrijfsrevisoren, amounted to 103,000 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 2023 financial year.
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Emoluments of the auditor | 615 | 750 |
| Emoluments for the execution of a mandate of company auditor | 512 | 581 |
| Emoluments for exceptional services or special assignments within the group | 103 | 169 |
| Other certification assignments | 55 | 101 |
| Other assignments external to the auditing duties | 48 | 68 |
| 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 | 615 | 750 |
The fees of the other statutory auditors appointed for the group’s foreign companies amounted to 71 KEUR (excluding VAT) in 2023. They are not included in the table above.
Note 12. Gains or losses on disposals of investment properties and other non-financial assets
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Disposal of investment properties | ||
| Net disposal of properties (selling price - transaction costs) | 290,348 | 142,751 |
| Book value of properties sold (fair value of assets sold) | -294,400 | -138,258 |
| SUBTOTAL | -4,052 | 4,493 |
| Disposal of other non-financial assets | ||
| Net disposals of other non-financial assets | 0 | 0 |
| Other | 0 | 0 |
| SUBTOTAL | 0 | 0 |
| TOTAL | -4,052 | 4,493 |
The disposals of investment properties relate to all segments (see Note 37 for more details).
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 273
Note 13. Changes in fair value of investment properties
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Positive changes in the fair value of investment properties | 69,240 | 156,127 |
| Negative changes in the fair value of investment properties | -250,892 | -78,667 |
| TOTAL | -181,653 | 77,460 |
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)
| 2023 | 2022 | |
|---|---|---|
| Changes in the deferred taxes | 12,211 | -6,010 |
| Writeback of rents already earned but not expired | -7,812 | -12,851 |
| Goodwill impairment | -27,337 | -14,290 |
| Other | -2,562 | -6,314 |
| TOTAL | -25,500 | -39,466 |
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)
| 2023 | 2022 | |
|---|---|---|
| Interests and dividends received | 4,122 | 3,085 |
| Interest receipts from finance leases and similar receivables | 9,020 | 8,301 |
| Other | 185 | 117 |
| TOTAL | 13,327 | 11,503 |
- See Note 32.
- See Note 21.
- Includes in particular the difference between the price paid, plus incidental expenses, and the share in the revalued net assets of the companies acquired.
- The amount of dividends received is lower than 0.1 million EUR in 2022 and 2023.
- The other financial income of the financial year 2022 represents 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. That of 2023 mainly includes the remuneration of transitional term deposits as part of the divestment of the Cofinimur I portfolio.
274 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Note 16. Net interest charges (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Nominal interest on borrowings | 70,616 | 23,729 |
| Bilateral loans - floating rate | 20,260 | 7,740 |
| Commercial paper - floating rate | 37,879 | 3,202 |
| Investment credits - floating or fixed rate | 814 | 603 |
| Bonds - fixed rate | 11,663 | 12,183 |
| Convertible bonds | 0 | 0 |
| Reconstitution of the nominal value of financial debts | 2,873 | 2,411 |
| Charges relating to authorised hedging instruments | 9,532 | 6,991 |
| Authorised hedging instruments qualifying for hedge accounting under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting under IFRS | 9,532 | 6,991 |
| Income relating to authorised hedging instruments | -48,733 | -2,177 |
| Authorised hedging instruments qualifying for hedge accounting under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting under IFRS | -48,733 | -2,177 |
| Other interest charges | 5,261 | 2,396 |
| TOTAL | 39,550 | 33,349 |
The effective interest charge on loans corresponds to an average effective interest rate on loans of 1.37 % (2022 : 1.21 %). The effective charge without taking into account the hedging instruments stands at 2.72 % (2022 : 1.03 %), and consists entirely of loans recognised at amortised cost.
Cofinimmo does not hold interest rate hedging instruments to which the hedge accounting of the cash flow is applied.
Note 17. Other financial charges (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Bank fees and other commissions | 897 | 763 |
| Other | 361 | 632 |
| TOTAL | 1,258 | 1,395 |
Note 18. Changes in the fair value of financial assets and liabilities (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| 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 | -79,622 | 218,520 |
| Changes in fair value of authorised hedging instruments not qualifying for hedge accounting | -79,622 | 218,520 |
| Convertible bonds | 0 | 0 |
| Other | 141 | -2,068 |
| TOTAL | -79,480 | 216,452 |
The change in the fair value of financial assets and liabilities arises mainly due to hedging instruments (IRS, caps) whose fair value has decreased as a result of the expected Forwarde decrease in interest rates.
- Mainly commissions on undrawn loans.
- Interest on loans at amortised cost (2023 : 78,750 KEUR/2022 : 28,535 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 (2023 : -39,201 KEUR/2022 : 4,814 KEUR) consists of ‘Costs and Proceeds from permitted hedging instruments.
- The gross amounts are respectively a product of 15,610 KEUR (2022 : 222,176 KEUR) and an expense of 95,231 KEUR (2022 : 3,656 KEUR).
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 275
Note 19. Corporate tax and exit tax (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| CORPORATE TAX | -7,040 | -11,368 |
| Parent company | -1,541 | -76 |
| Pre-tax result | -50,325 | 481,733 |
| Result exempted from income tax due to the RREC regime | 50,325 | -481,733 |
| Taxable result from non-deductible costs | 2,518 | 1,439 |
| Tax at rate of 25 % | -630 | -360 |
| Other | -911 | 284 |
| Subsidiaries | -5,499 | -11,292 |
| EXIT TAX - SUBSIDIARIES | 857 | -118 |
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 240,719 KEUR (2022 : 222,496 KEUR)/ -55.497 KEUR (2022 : 482,938 KEUR) and on a number of ordinary shares entitled to share in the result for the financial year ended 31.12.2023 of 34,067,897 (2022 : 32,000,642). The 2023 diluted result per share includes the prorata temporis effect (given the final reimbursement in Q4 2023) of a theoretical conversion of the convertible notes (MCB) issued by Cofinimur I and stock options
The 2022 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) | 2023 | 2022 |
|---|---|---|
| Net result - group share | -55,496,632 | 482,938,135 |
| Number of shares entitled to share in the result of the period | 34,067,897 | 32,000,642 |
| Net result from core activities - group share - per share* | 7.07 | 6.95 |
| Net result per share - group share | -1.63 | 15.09 |
| Net diluted result - group share | -55,945,263 | 481,641,266 |
| 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 | 34,539,243 | 32,557,284 |
| NET DILUTED RESULT PER SHARE - GROUP SHARE | -1.62 | 14.79 |
| Dividend per share (in EUR) | 2023 (financial year) (to be paid in 2024) | 2022 (financial year) (paid in 2023) |
|---|---|---|
| Gross dividends attributable to ordinary shareholders | 227,807,616.80 | 203,681,271.60 |
| Gross dividend per ordinary share | 6.20 | 6.20 |
| Net dividend per ordinary share | 4.34 | 4.34 |
A gross dividend for the 2023 financial year of 6.20 EUR per share (net dividend per share of 4.34 EUR), representing a total dividend of 227,807,616.80 EUR will be proposed to the ordinary general meeting of 08.05.2024. The number of shares receiving the dividend for the 2023 financial year was at the sign-off date of 36,743,164. The board of directors is proposing to cancel the right to the dividend of 22,311 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.
- In accordance with IAS 33, the MCB’s issued in 2011, whose final reimbursement took place in Q4 2023, as well as the 11,300 treasury shares of the stock option plan were taken into account in the calculation of the net diluted result per share as at 31.12.2023 because they had a dilutive impact. As at 31.12.2022, the MCB’s issued in 2011 (and reimbursed in 2022 and 2023) as well as 14,975 treasury shares of the stock option plan were taken into account in the calculation of the net diluted result per share because they had a dilutive impact.
- Based on the parent company’s result.
- Following the conversion of 200 treasury shares during the first quarter of 2024.
276 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Shares (number)
| 2023 | 2022 | |
|---|---|---|
| Number of shares (A) | ||
| As at 01.01 | 32,877,729 | 31,695,481 |
| Capital increase | 3,887,746 | 1,182,248 |
| As at 31.12 | 36,765,475 | 32,877,729 |
| Treasury shares held by the group (B) | ||
| As at 01.01 | 31,575 | 37,123 |
| Treasury shares (sold/acquired) - net | -9,064 | -5,548 |
| As at 31.12 | 22,511 | 31,575 |
| Number of shares outstanding (A-B) | ||
| As at 01.01 | 32,846,154 | 31,658,358 |
| Capital increase | 3,887,746 | 1,182,248 |
| Treasury shares (sold/acquired) - net | 9,064 | 5,548 |
| As at 31.12 | 36,742,964 | 32,846,154 |
Share categories
The group issued only one share category ordinary shares. Ordinary shares : holders of ordinary shares are entitled to dividends when they are declared and are entitled to one vote per share at the company’s general meetings. The par value of each ordinary share was 53.59 EUR as at 31.12.2023. The ordinary shares are listed on the regulated market of Euronext Brussels. Shares held by the group : at 31.12.2023, the group held 22,511 ordinary treasury shares (31.12.2022 : 31,575). 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 at that time a report from its auditor certifying the conformity of the procedure implemented for this sale.
Authorised capital
For more information, see chapter ‘Corporate governance statement’.
Note 21.# SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 277
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.
Change in goodwill (x 1,000 EUR)
| Pubstone Belgium | Pubstone Netherlands | Total | |
|---|---|---|---|
| Cost | |||
| At 01.01.2023 | 100,157 | 39,250 | 139,407 |
| At 31.12.2023 | 100,157 | 39,250 | 139,407 |
| Writedowns | |||
| At 01.01.2023 | 85,850 | 26,220 | 112,070 |
| Writedowns recorded from 01.01 until 31.12 | 14,307 | 13,030 | 27,337 |
| At 31.12.2023 | 100,157 | 39,250 | 139,407 |
| Book value | |||
| At 01.01.2023 | 14,307 | 13,030 | 27,337 |
| At 31.12.2023 | 0 | 0 | 0 |
Impairment test
At the end of the 2023 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 Forwarde 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. This rate amounted initially to 1.75 % of passing rents) 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 Forwarde 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 31.12.2023
The result of this test (illustrated in the table below) led to an impairment of 14,307 KEUR on the goodwill of Pubstone Belgium and to an impairment of 13,030 KEUR on the goodwill of Pubstone Netherlands. It is worth mentioning that during the 2023 financial year, the fair value of the Pubstone Belgium recorded a change of 254 KEUR and 1,119 KEUR respectively. 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 31.12.2023 and ii) the sale price per m² of the latest disposals, indexed at 2.2 % for Pubstone Belgium and 2.1 % for Pubstone Netherlands (2022 : 2.5 % for Pubstone Belgium and 2.4 % for Pubstone Netherlands) per year. Since 2015, as a precautionary measure, no margin on the expert’s value is taken in the cash flow projection. The indexation considered on these cash flows was 2.2 % for Pubstone Belgium and 2.1 % for Pubstone Netherlands. In 2022, the indexation was 2.5 % for Pubstone Belgium and 2.4 % for Pubstone Netherlands. The discount rate used amounts to 6.30 % (2022 : 5.39 %). The decrease in the projected indexation, the increase in the discount rate used and the shortening of the remaining lease terms resulted in an impairment of goodwill.
Impairment of goodwill at 31.12.2023 (x 1,000 EUR)
| Building group | Goodwill at 01.01.2023 | Net value book¹ | Value in use at 31.12.2023 | Impairment | Goodwill at 31.12.2023 |
|---|---|---|---|---|---|
| Pubstone Belgium | 14,307 | 309,504 | 268,999 | -14,307 | 0 |
| Pubstone Netherlands | 13,030 | 151,180 | 137,181 | -13,030 | 0 |
| TOTAL | 27,337 | 460,684 | 406,180 | -27,337 | 0 |
¹ Including goodwill.
Sensitivity analysis of the value in use when the main changes of the impairment test at 31.12.2023 vary
| Change in the value in use | Building group | Change in inflation | Change in discount rate |
|---|---|---|---|
| +0.50% | -0.50% | ||
| -0.50% | +0.50% | ||
| Pubstone Belgium | 4.11% | -3.92 % | |
| -3.94% | 4.16% | ||
| Pubstone Netherlands | 3.77% | -3.61 % | |
| -3.70% | 3.90 % |
Sensitivity analysis of the impairment when the main changes of the impairment test at 31.12.2023 vary
| Change in the impairment 1 (x 1,000 EUR) | Building group | Impairment loss recognised | Change in inflation | Change in discount rate |
|---|---|---|---|---|
| +0.50% | -0.50% | |||
| -0.50% | +0.50% | |||
| Pubstone Belgium | -14,307 | -14,307 | -14,307 | |
| -14,307 | -14,307 | |||
| Pubstone Netherlands | -13,030 | -8,824 | -13,030 | |
| -13,030 | -8,653 | |||
| TOTAL | -27,337 |
Note 22. Investment properties (x 1,000 EUR)
| Properties available for rent | Development projects | Assets held for own use | Total | |
|---|---|---|---|---|
| At 01.01.2022 | 5,410,181 | 252,926 | 6,883 | 5,669,900 |
| 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 |
| Investments | 50,629 | 121,951 | 6 | 172,585 |
| Acquisitions | 320,782 | 11,209 | 0 | 331,991 |
| Transfers from/to properties available for rent and assets held for sale | -15,200 | 0 | 0 | -15,200 |
| Transfers from/to development projects and properties available for rent | 144,474 | -144,474 | 0 | 0 |
| Sales/Disposals (fair value of assets sold/disposed of) | -197,336 | -23 | -7,699 | -205,059 |
| Writeback of lease payments sold and discounted | 1,365 | 0 | 0 | 1,365 |
| Changes in the fair value | -165,019 | -16,615 | 0 | -181,635 |
| Currency translation differences linked to conversion of foreign activities | 1,341 | 0 | 0 | 1,341 |
| At 31.12.2023 | 5,885,754 | 302,176 | 0 | 6,187,930 |
The main investments and divestments of investment properties are mentioned on pages 48-61, 68 and 77 of this 2023 universal registration document. Comments on the real estate markets in which the Group is active are provided on pages 172-177 of the 2023 universal registration document.
The fair value of the consolidated portfolio, as determined by the independent real estate valuers, reaches 6,231,040 KEUR at 31.12.2023. It includes investment properties for 6,187,930 KEUR and the properties available for sale for 43,111 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 to be borne by the investor in order to carry out a transfer of ownership. This is to estimate the fair value (the investment value being the fair value plus the transaction costs borne by the investor). 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. Concretely, valuers can apply a ‘green premium’ in their valuations for the highest quality assets from an ESG point of view (or a ‘brown discount’ for the lowest quality assets), which is reflected in the yield and/or in the estimated rental value.Therefore, the group considers that climate-related aspects are integrated into the valuation of investment properties. 1. Given that goodwill was fully impaired at 31.12.2023, the sensitivity analysis shows a degree of stability regardless of changes in the parameter.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 279
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 Flemish Region ;
* sale of property assets under the rules governing estate traders : 4.0 % to 8.0 % depending on the regions ;
* leasehold agreement for property assets (up to 99 years for building leases and leasehold) : 2.0 %¹ ;
* 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.
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 valuers² 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 the first application of IAS/IFRS standards), the transaction costs added to the fair 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 31.12.2023, the difference between the investment value and the fair value of the global portfolio amounted to 307.6 million EUR or 8.37 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 6.64 %. Since that date, Cofinimmo has carried out 694 disposals for a total amount of 2,665.71 million EUR. This capital gain would have been 6.37 % 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 apply, 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 ;
* 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. The percentage of these rights is generally 10.4 %
* 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.
- Fees for long leaseholds and building rights increased to 5 % as of 01.01.2024.
- Cushman & Wakefield, de Crombrugghe & Partners, Winssinger & Associés, Stadim and Troostwijk-Roux.
280 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Determination of the valuation level of the fair value of the consolidated portfolio (x 1,000 EUR)
| Asset category¹ | 31.12.2023 Level 3 | 31.12.2022 Level 3 |
|---|---|---|
| Healthcare real estate | 4,665,976 | 4,367,544 |
| Belgium | 1,663,234 | 1,658,718 |
| France | 676,930 | 464,200 |
| The Netherlands | 478,075 | 441,690 |
| Germany | 883,880 | 830,550 |
| Other | 789,680 | 721,855 |
| Healthcare real estate under development | 174,177 | 250,531 |
| Offices | 1,102,012 | 1,352,831 |
| Brussels CBD | 680,116 | 804,565 |
| Brussels decentralised | 194,137 | 286,167 |
| Brussels periphery/satellites | 39,275 | 75,973 |
| Other regions² | 66,982 | 113,024 |
| Offices under development | 121,502 | 73,101 |
| Property of distribution networks | 463,052 | 479,436 |
| TOTAL³ | 6,231,040 | 6,199,811 |
Valuation methods used
Based on a multi-criteria approach, the valuation methods used by the real estate valuers are the following :
The income approach
a) The capitalisation method
The capitalisation method consists of taking into account the current income based on the contractual rents capitalised until the end of the current contract, and the market rent capitalised in perpetuity and reduced to a net present value. Estimated Forwarde income takes into account :
* non-recoverable charges or taxes in a market where recovery from the tenant is usual ;
* renovation work or deferred repairs required at the valuation date in order to continue to collect rent and/or to achieve the estimated market rent (this may include ESG improvements) ;
* other unusual costs or income.
It is important to understand that in this ‘capitalisation’ approach, Forwarde rent growth and inflation are implicit in the yield and no Forwarde assumptions are modelled, which is why it is considered a ‘static’ or ‘implicit growth’ method. The rates used are based on the valuer’s judgement based on evidence from market comparables and perceived market conditions. The capitalisation rate must reflect the risks intrinsic to the sector (Forwarde vacancy, credit risk, maintenance obligations, etc.) as well as factors specific to each property. The structure of the calculation can be either in the form of a ‘term & reversion’ (difference between the contractual rent during the term of the lease and the theoretical rent in perpetuity after the lease period), or in the form of a ‘hardcore’ capitalisation of the market rent in perpetuity with adjustments depending on whether the contractual rents are above or below the market rent.
b) The discounted cash flow method (DCF)
- 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.
- The values for ‘Antwerp’ and ‘Other regions’ have been merged as at 31.12.2023.
- Including buildings held for sale for 43,111 KEUR in 2023 (117,270 KEUR in 2022).
The discounted cash flow method is similar and takes into account forecast costs and revenues. In this case, rental growth and inflation are modelled explicitly over a period that could be equivalent to the remaining lease term or equal to a fixed period (typically between 10 and 18 years, but this can vary) at the end of which a terminal value is calculated. A discount rate is applied to the forecast net cash flows and the terminal value to obtain a present value. The present value is made up of :
* net cash flows discounted over the projection period ;
* the terminal value discounted to the end of the projection period.
This value may take into account an assumption of renewal of the lease by the tenant or an assumption of free value to calculate the residual value, or a combination of both.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 281
The direct comparison approach
Where transaction prices exist for very similar properties, independent valuers first take these into account. However, in the commercial property sector, this is unusual as each property tends to have unique characteristics in terms of location, lettings situation, etc. Valuers, however, always cross-check such evidence at unit prices with properties sold on the market and those for sale.In residential property for occupation, direct comparison is often the preferred method as there are more sales.
The residual approach
The residual approach is used to obtain the value of undeveloped land or land and building(s) with redevelopment or renovation potential. This implies that the destination of the project is known or foreseeable in terms of qualitative (planning) and quantitative (number of square metres that can be developed, Forwarde rents, etc.) elements. The residual method involves estimating the ‘gross development value’ of the site or buildings in developed or redeveloped form, either by comparison or by the income approach. The residual method is used to obtain the value of undeveloped land or land and building(s) with redevelopment or renovation potential. redevelopment or renovation potential. This implies that the destination of the project is known or foreseeable in terms of qualitative (planning) and quantitative (number of square metres that can be developed, Forwarde rents, etc.). The residual method involves estimating the ‘gross development value’ of the site or buildings in developed or redeveloped form, either by comparison or by the income approach. The value is obtained by deducting any projected costs from the ‘gross development value’ that will be incurred. These costs include the demolition of any existing buildings, design costs, infrastructure works, construction costs professional fees, agency fees and the interest costs of financing the development. A developer’s margin’ is also deducted from the ‘gross development value’ to reflect the perceived risk of the transaction. The resulting value is at least checked against other market indicators, if available. For example, where a property has been valued using an income approach, it is often necessary to compare the resulting final value per square metre with observed market prices for similar properties at the valuation date. The value of the land to be developed or buildings to be redeveloped or refurbished, will also be compared with sales of similar assets on the basis of a price per square metre to be developed.
Other considerations
If the fair value cannot be determined reliably, the properties are valued at the historical cost. In 2023, 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 Forwarde 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. During the year 2023, 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 2023.
Changes in the fair value of the consolidated portfolio, based on unobservable data (x 1,000 EUR)
| Description | Amount |
|---|---|
| FAIRE VALUE AT 01.01.2023 | 6,199,811 |
| Gains/losses recognised on the income statement | -181,653 |
| Acquisitions | 331,991 |
| Extensions/Redevelopments | 121,951 |
| Investments | 50,635 |
| Writeback of lease payments sold | 1,365 |
| Sales/Disposals | -294,400 |
| Currency translation differences linked to conversion of foreign activities | 1,341 |
| FAIRE VALUE AT 31.12.2023 | 6,231,040 |
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.
282 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Determination of the valuation level of the fair value of investment properties (x 1,000 EUR)
| Asset category | Fair value | Valuation method | Unobservable data¹ (weighted average) | Extreme values at 31.12.2023 | Extreme values at 31.12.2022 |
|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 4,657,786 | ||||
| Belgium | 1,663,234 | DCF (Discounted cash flow) | Estimated rental value (ERV) (in EUR/m²) | 46 - 241 (147)² | 51 - 236 (143) |
| Discount rate (in %) | 4.73 - 11.00 (5.91)³ | 3.90 - 8.95 (5.47) | |||
| Capitalisation rate (in %) | 4.90 - 13.10 (6.48)⁴ | 4.90 - 10.60 (7.27) | |||
| Inflation rate (in %) | 2.35 - 2.50 (2.39) | 2.00 - 2.40 (2.30) | |||
| Operating costs (in %) | 0.00 - 2.50 (1.81) | 0.00 - 1.00 (0.30) | |||
| Occupancy rate (in %) | 100 | 100 | |||
| Residual length of current lease (in years) | 2.0 - 27.3 (16.9) | 9.8 - 26.4 (17.5) | |||
| Number of m² | 809 - 20,274 (8,043) | 809 - 20,274 (8,003) | |||
| Duration of the initial projection period (in years) | 9 - 27 (17.8) | 10 - 27 (17.3) | |||
| Capitalisation | Estimated rental value (ERV) (in EUR/m²) | 46 - 261 (149)² | 51 - 251 (147) | ||
| Capitalisation rate (in %) | 4.30 - 11.00 (5.47)⁵ | 3.73 - 8.95 (5.14) | |||
| Occupancy rate (in %) | 100 | 100 | |||
| Residual length of current lease (in years) | 2.0 - 28.1 (17.5) | 9.8 - 27.0 (17.8) | |||
| Number of m² | 809 - 20,274 (8,001) | 809 - 20,274 (7,945) | |||
| France | 668,740 | DCF (Discounted cash flow) | Estimated rental value (ERV) (in EUR/m²) | 61 - 265 (153)⁶ | 55 - 245 (157) |
| Discount rate (in %) | 4.50 - 6.50 (5.07) | 4.00 - 7.00 (4.14) | |||
| Capitalisation rate (in %) | 5.20 - 9.00 (6.44) | 5.00 - 10.00 (6.24) | |||
| Inflation rate (in %) | 2.30 - 3.15 (2.99) | 3.15 | |||
| Operating costs (in %) | 0.00 - 1.01 (0.26) | 0 | |||
| Occupancy rate (in %) | 100 | 100 | |||
| Residual length of current lease (in years) | 0.3 - 12.0 (7.7) | 0.5 - 11.4 (3.5) | |||
| Number of m² | 2,112 - 43,137 (9,562) | 2,112 - 8,750 (5,017) | |||
| Duration of the initial projection period (in years) | 1 - 12 (8.1) | 1 - 12 (4.1) | |||
| Capitalisation | Estimated rental value (ERV) (in EUR/m²) | 61 - 265 (152)⁶ | 55 - 336 (167) | ||
| Capitalisation rate (in %) | 3.99 - 46.77 (6.11)⁷ | 3.90 - 72.76 (6.71) | |||
| Occupancy rate (in %) | 0 - 100 (99.6) | 0 - 100 (99.5) | |||
| Residual length of current lease (in years) | 0.0 - 12.0 (7.6) | 0.0 - 11.4 (3.1) | |||
| Number of m² | 2,112 - 43,137 (9,536) | 2,112 - 8,750 (4,833) | |||
| The Netherlands | 478,075 | Capitalisation | Estimated rental value (ERV) (in EUR/m²) | 62 - 299 (165)⁸ | 62 - 299 (149) |
| Capitalisation rate (in %) | 3.75 - 8.25 (5.10) | 3.75 - 8.30 (5.00) | |||
| Occupancy rate (in %) | 85 - 100 (99.1) | 91 - 100 (99.4) | |||
| Residual length of current lease (in years) | 1.0 - 22.7 (9.8) | 1.0 - 23.7 (9.5) | |||
| Number of m² | 430 - 16,652 (6,172) | 430 - 16,652 (6,291) | |||
| Germany | 883,880 | DCF (Discounted cash flow) | Estimated rental value (ERV) (in EUR/m²) | 22 - 335 (136)⁹ | 18 - 308 (138) |
| Discount rate (in %) | 3.88 - 9.85 (5.89) | 3.75 - 9.65 (5.97) | |||
| Capitalisation rate (in %) | 3.50 - 9.30 (5.20) | 3.10 - 9.00 (5.35) | |||
| Inflation rate (in %) | 2.00 - 2.27 (2.10) | 1.89 - 2.00 (1.97) | |||
| Operating costs (in %) | 3 - 34 (10) | 4 - 39 (10) | |||
| Occupancy rate (in %) | 0 - 100 (97.6) | 100 | |||
| Residual length of current lease (in years) | 0.0 - 25.3 (19.7) | 7.2 - 25.8 (19.7) | |||
| Number of m² | 2,140 - 17,450 (8,447) | 2,940 - 17,450 (7,837) | |||
| Duration of the initial projection period (in years) | 10 - 14 (10.2) | 10 |
- Net rental income is shown in Note 6.
- For Belgium, the estimated rental values of the assets depend on their location but also on their age. The highest estimated rental values are for recent nursing homes located in ‘prime’ areas (notably Uccle/Ukkel in Brussels), while the lowest are for nursing homes located in less attractive parts of the country.
- In addition to the risk-free rate and the risk premium, asset discount rates take into account a number of other parameters (in particular, the quality of the buildings, the location, the fixed term of the lease, the type of lease, the quality of the operator, the convertibility of the asset, the occupancy rate, the liquidity of the building and the way in which the asset is held, etc.). The highest discount rates apply to nursing homes that no longer have a long-term vision, while the lowest are for assisted-living facilities or so-called ‘prime’ nursing homes.
- Terminal value capitalisation rates depend on the assumption that the tenant will renew the lease, the quality of the property and the remaining projection period.
- Asset capitalisation rates depend on their location, but also on the age of the assets. The highest capitalisation rates apply to nursing homes that no longer have a long-term vision, while the lowest are for assisted-living facilities or so-called ‘prime’ nursing homes.
- The estimated rental values of assets in France depend not only on their location but also on their age. The highest estimated rental values are for recent nursing homes located in or around Paris, while the lowest are for nursing homes in the regions or which are currently vacated.
- The capitalisation rates of assets depend on their location, but also on the age of the assets. The highest capitalisation rates apply to nursing homes that no longer have a long-term vision, while the lowest are for so-called ‘prime’ nursing homes (in Paris or the most recent buildings in line with the latest ESG recommendations).
- The estimated rental values of assets in the Netherlands depend not only on their location but also on their activity. Typically, the highest estimated rental value is that for a nursing home located in Amsterdam, while the lowest is for a medical centre located in a more remote area.
- The estimated rental values of assets in Germany depend on their location, their activity and also the level of subsidies granted by the public authorities to the operator. Typically, the highest estimated rental values are for sports and wellness centres located in major cities (Hannover and Hamburg). Conversely, the lowest rental value is for a nursing and care home for which the state grants few annual subsidies, given the subsidies already granted when it was built.# SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 283
(x 1,000 EUR)
| Asset category | Fair value | Valuation method | Unobservable data¹ (weighted average) # Note 23. Breakdown of the changes in the fair value of investment properties (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Properties available for lease | -165,019 | 77,060 |
| Development projects | -16,615 | -4,457 |
| Assets held for own use | 0 | 749 |
| Assets held for sale | -18 | 4,108 |
| TOTAL | -181,653 | 77,460 |
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 | |
|---|---|---|
| 2023 | 2022 | |
| At 01.01 | 2,374 | 2,487 |
| Acquisitions | 406 | 544 |
| IT software | 406 | 544 |
| Office fixtures and fittings | ||
| Right to use according to IFRS 16 | ||
| Depreciation | -652 | -658 |
| IT software | -652 | -658 |
| Office fixtures and fittings | ||
| Right to use according to IFRS 16 | ||
| Disposals | 0 | 0 |
| Office fixtures and fittings | 0 | 0 |
| At 31.12 | 2,128 | 2,374 |
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:
* furniture: 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.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 287
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 through 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.
In the table below, there may be significant differences between the amounts in the ‘Financial assets or liabilities measured at amortised cost’ column and the amounts in the ‘Fair value’ column (mainly for loans and advances and fixed-rate bonds), as these two types of amounts are calculated using different methodologies, one based on historical cost and the other based on constantly changing market parameters.
| (x 1,000 EUR) | Designated | Must be measured | Financial assets | Fair value | Interests accrued and not due |
|---|---|---|---|---|---|
| Qualification of financial instruments | at fair value through the net result | at fair value through the net result | measured at amortised cost | of financial assets or liabilities | |
| NON-CURRENT FINANCIAL ASSETS | 96,698 | 165,655 | 293,155 | 0 | |
| Hedging instruments | 96,698 | ||||
| Derivative instruments | 96,698 | ||||
| Level 2 | |||||
| Credits and receivables | 165,655 | 196,457 | 0 | ||
| Non-current finance lease receivables | 158,936 | 189,738 | 0 | ||
| Level 2 | |||||
| Trade receivables and other non-current assets | 6,719 | 6,719 | 0 | ||
| Level 2 | |||||
| CURRENT FINANCIAL ASSETS | 642 | 72,472 | 73,971 | 0 | |
| Hedging instruments | 642 | ||||
| Derivative instruments | 642 | ||||
| Level 2 | |||||
| Credits and receivables | 52,515 | 53,371 | 0 | ||
| Current finance lease receivables | 4,419 | 5,276 | 0 | ||
| Level 2 | |||||
| Trade receivables | 44,810 | 44,810 | 0 | ||
| Level 2 | |||||
| Other | 3,286 | 3,286 | 0 | ||
| Level 2 | |||||
| Cash and cash equivalents | 19,958 | 19,958 | 0 | ||
| Level 2 | |||||
| TOTAL | 0 | 97,340 | 238,128 | 367,126 | 0 |
| NON-CURRENT FINANCIAL LIABILITIES | 0 | 5,440 | 1,794,675 | 1,642,218 | 7,256 |
| Non-current financial debts | 0 | 1,780,095 | 1,622,197 | 7,256 | |
| Bonds | 1,063,210 | 927,439 | 5,331 | ||
| Level 2 | |||||
| Convertible bonds | 0 | ||||
| Level 1 | |||||
| Mandatory convertible bonds (MCB) | 0 | 0 | 0 | ||
| Level 2 | |||||
| Lease liability | 1,076 | 1,076 | 0 | ||
| Level 2 | |||||
| Credit institutions | 629,913 | 609,596 | 1,064 | ||
| Level 2 | |||||
| Long-term commercial paper | 76,000 | 74,191 | 862 | ||
| Level 2 | |||||
| Rent guarantees received | 9,895 | 9,895 | 0 | ||
| Level 2 | |||||
| Other non-current financial liabilities | 0 | 5,440 | 14,581 | 20,021 | 0 |
| Derivative instruments | 5,440 | ||||
| Level 2 | |||||
| Other | 14,581 | 14,581 | 0 | ||
| Level 3 | |||||
| CURRENT FINANCIAL LIABILITIES | 0 |
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
(x 1,000 EUR)
| Designated 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 |
| Hedging instruments | 172,337 | 172,337 | 0 |
| Derivative instruments | 172,337 | 172,337 | 0 |
| Credits and receivables | 163,360 | 179,633 | 0 |
| Non-current finance lease receivables | 161,534 | 177,807 | 0 |
| Trade receivables and other non-current assets | 1,827 | 1,827 | 0 |
| CURRENT FINANCIAL ASSETS | 642 | 65,942 | 67,001 |
| Hedging instruments | 642 | 642 | 0 |
| Derivative instruments | 642 | 642 | 0 |
| Credits and receivables | 46,331 | 46,748 | 0 |
| Current finance lease receivables | 4,139 | 4,556 | 0 |
| Trade receivables | 39,483 | 39,483 | 0 |
| Other | 2,709 | 2,709 | 0 |
| Cash and cash equivalents | 19,611 | 19,611 | 0 |
| TOTAL | 172,979 | 229,303 | 418,971 |
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 | |
| Bonds | 1,116,885 | 894,597 | 5,332 | ||
| Convertible bonds | 0 | 0 | 0 | ||
| Mandatory convertible bonds (MCB) | 365 | 365 | 0 | 0 | |
| Lease liability | 913 | 913 | 0 | ||
| Credit institutions | 785,391 | 775,672 | 354 | ||
| Long-term commercial paper | 76,000 | 70,863 | 705 | ||
| Rental guarantees received | 10,277 | 10,277 | 0 | ||
| Other non-current financial liabilities | 1,504 | 13,570 | 15,074 | 0 | |
| Derivative instruments | 1,504 | 1,504 | 0 | ||
| Other | 0 | 13,570 | 13,570 | 0 |
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 | |||
| Bonds | 0 | 0 | |||
| Convertible bonds | 0 | 0 | |||
| Credit institutions | 32,527 | 32,527 | |||
| Other | 4 | 4 | |||
| Other current financial liabilities | 0 | 0 | 0 | 0 | 0 |
| Derivative instruments | 0 | 0 | 0 | 0 | 0 |
| Trade debts | 55,907 | 55,907 | |||
| TOTAL | 365 | 1,504 | 2,938,975 | 2,703,700 | 6,391 |
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 289
Monetary and non-monetary changes in financial liabilities
| Monetary changes (x 1,000 EUR) | Non-monetary changes | 31.12.2022 | Acquisitions/ Interests fair value accrued and not due / IFRS 16 | 31.12.2023 | |
|---|---|---|---|---|---|
| NON-CURRENT FINANCIAL LIABILITIES | 1,774,152 | -334,514 | 114,421 | 95,416 | 1,649,474 |
| Non-current financial debts | 1,759,078 | -334,293 | 113,189 | 91,480 | 1,629,453 |
| Bonds | 899,929 | -53,677 | -1,324 | 87,841 | 932,769 |
| Mandatory convertible bonds (MCB) | 365 | -365 | 0 | 0 | 0 |
| Lease liability | 913 | 59 | 104 | 1,076 | |
| Credit institutions | 776,025 | -279,945 | 114,426 | 153 | 610,660 |
| Long-term commercial paper | 71,568 | 3,485 | 75,053 | ||
| Rental guarantees received | 10,277 | -365 | -17 | 9,895 | |
| Other non-current financial liabilities | 15,074 | -221 | 1,232 | 3,936 | 20,021 |
| Derivative instruments | 1,504 | 3,936 | 5,440 | ||
| Other | 13,570 | -221 | 1,232 | 14,581 | |
| CURRENT FINANCIAL LIABILITIES | 935,939 | 126,368 | -53,071 | -1,011 | 1,008,225 |
| Current financial debts | 880,032 | 126,368 | -52,917 | -1,011 | 952,471 |
| Commercial paper | 847,500 | -60,500 | 787,000 | ||
| Bonds | 0 | 108,226 | -52,931 | -1,011 | 54,284 |
| Credit institutions | 32,527 | 78,642 | 111,169 | ||
| Other | 4 | 13 | 18 | ||
| Other current financial liabilities | 0 | 0 | -154 | 0 | |
| Derivative instruments | 0 | 0 | 0 | 0 | |
| Trade debts | 55,907 | 0 | -154 | 55,754 | |
| TOTAL | 2,710,091 | -208,146 | 61,350 | 94,405 | 2,657,699 |
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.
290 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Lease liability
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Lease liability at 01.01 | 913 | 838 |
| Change in principal | 163 | 75 |
| Lease liability at 31.12 | 1,076 | 913 |
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 Forwarde 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 Forwarde floating interest rates). A part of the funds are borrowed at floating rate. The strategy in this area is explained in the chapter ‘Financial resources management of the 2023 Universal Registration Document.
Breakdown of loans (non current and current) at floating rate and at fixed rate (calculated on their nominal values)
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| At floating rate | 1,297,607 | 1,521,614 |
| in EUR | 1,252,500 | 1,477,000 |
| in GBP (equivalent in EUR) | 45,107 | 44,197 |
| At fixed rate | 1,420,807 | 1,337,056 |
| in EUR | 1,420,807 | 1,337,056 |
| in GBP (equivalent in EUR) | 0 | 0 |
| TOTAL | 2,718,414 | 2,858,254 |
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.
In January 2023, Cofinimmo increased its hedging by subscribing to an IRS for an amount of 75 million EUR covering the years 2026-2029. In June 2023, Cofinimmo also subscribed to a 100 million EUR IRS covering the year 2026. In July, Cofinimmo subscribed to three new IRS for 50 million EUR, increasing its cover for 2026 (100 million EUR) and for the years 2028-2030 (50 million EUR). In September 2023, Cofinimmo also subscribed to an IRS of 75 million EUR covering the years 2028-2030. Finally, in December 2023, the Group subscribed to an additional IRS of 200 million EUR to cover the years 2029-2030.
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.SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 291
A change in interest rate will have as additional consequence a change of the IRS fair value, which will be booked in the income statement.
Summary of the potential effects, on equity and on the income statement, of a 1 % change in the interest rate based on the year-end situation (x 1,000,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Income statement | Shareholders’ equity | |
| +1.0 % | -0.18 | 0.00 |
| -1.0 % | 0.18 | 0.00 |
The table above shows that a 1 % increase in interest rates would result in a loss of 0.18 million EUR whereas it would have generated a gain of 1.69 million EUR in 2022. Moreover, a gain of 0.18 million EUR would have resulted from a 1 % decrease in interest rates whereas it would have resulted in a loss of 1.74 million EUR in 2022. While the equity is not directly affected by the change of interest rate. In a context of sustained positive interest rates, the difference between the potential impact on the Forwarde income statement at the end of 2023 and at the end of 2022 in the event of a rise in interest rates is mainly explained by the higher level of hedging planned for 2023 than for 2024.
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 Standard & Poor’s rating agency). 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 2023, 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 of liquidity for repayments (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Within two years | 178,697 | 46,816 |
| Between two and five years | 560,608 | 777,982 |
| Beyond five years | 1,291,430 | 1,302,144 |
| TOTAL | 2,030,736 | 2,126,942 |
Long-term undrawn loan facilities (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Expiring within one year | 62,000 | 66,000 |
| Expiring after one year | 1,723,725 | 1,560,328 |
Collateralisation
At 31.12.2023, the carrying amount of the pledged financial assets was 57,415,839.93 EUR (2022 : 58,114,926.33 EUR). The terms and conditions of the pledged financial assets are detailed in Note 38. During 2023, there were no payment defaults on loan agreements nor violations of the terms of these agreements.
292 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
C. Derivative financial instruments
Types of derivative financial instruments relating to interest rates
As at 31.12.2023, 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 Forwarde period. The caps are described in the table on the next page. Caps can introduce a degree of volatility as the interest rate risk is only hedged when the strike level is reached (currently 0 % or 0.5 %).
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 Forwarde period. The floors are detailed in the table on the following page.
Floating-rate loans at 31.12.2023 hedged by derivative financial instruments
As detailed in the table below, floating rate debt (1,308 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 (2,744 million EUR).
| 2023 | 2022 | |
|---|---|---|
| FINANCIAL DEBTS | 2,744,397 | 2,880,537 |
| Convertible bonds | ||
| Bonds at fixed rate | -1,125,000 | -1,125,000 |
| Bonds convertible into shares (minimum fixed coupon) | -5,050 | -5,585 |
| Loans at fixed rate | -263,807 | -180,000 |
| Commercial paper at fixed rate | -32,000 | -32,000 |
| Other (accounts receivable, rental guarantees received, accrued interests not due) | -10,780 | -7,827 |
| DEBTS AT FLOATING RATE COVERED BY DERIVATIVE FINANCIAL INSTRUMENTS | 1,307,761 | 1,530,125 |
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 31.12.2023, Cofinimmo had floating-rate debt in the notional amount of 1,308 million EUR. This amount was hedged against interest rate risk by IRS for a notional amount of 931 million EUR and by caps for a notional amount of 500 million EUR. Cofinimmo expects its portfolio to be partially financed by debt, at least from 2024 to 2030. 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.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 293
2023 interest rate derivative financial instruments (strike and notional) (x 1,000,000 EUR)
| Instrument | Strike | Notional | Start Period | End Period | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| IRS | 1.18 % | 25,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.10 % | 25,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.15 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.18 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.12 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.70 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.95 % | 75,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.91 % | 100,000 | EURIBOR 1 M | forward | |||||||
| IRS | 0.72 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.71 % | 40,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.96 % | 40,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.17 % | 40,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.80 % | 60,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.05 % | 60,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.26 % | 60,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | -0.32 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.93 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.14 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.67 % | 30,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.92 % | 30,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.13 % | 30,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.78 % | 20,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.03 % | 20,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.24 % | 20,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.46 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.44 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | -0.05 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.00 % | 110,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.17 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.17 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.80 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | -0.08 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.16 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | -0.10 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.14 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.89 % | 150,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.61 % | 23,014 | SONIA 3 M | forward | Active | ||||||
| IRS | 1.02 % | 150,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 1.48 % | -17,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.21 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 0.77 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 2.53 % | 75,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 2.49 % | 100,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 2.90 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 2.72 % | 50,000 | EURIBOR 1 M | forward | Active | ||||||
| IRS | 2.71 % | EURIBOR 1 M | forward | Active |
Obligation of liquidity at maturity, related to derivative financial instruments (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Between one and two years | 41,786 | 51,092 |
| Between two and five years | 51,522 | 73,465 |
| Beyond five years | 5,101 | 33,042 |
| TOTAL | 98,409 | 157,599 |
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)
31.12.2023
| 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 statement of financial position | Amounts not offset in the statement of financial position | Financial Guarantees received in cash | Net amount of financial assets | |
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| CAP | 14,310 | 14,310 | 0 | 14,310 | 14,310 | |
| IRS | 83,030 | 83,030 | 0 | 83,030 | 83,030 | |
| TOTAL | 97,340 | 97,340 | 0 | 97,340 | 0 | 97,340 |
| Gross amount of recognised financial liabilities | Gross amount of financial liabilities offset in the statement of financial position | Net amount of financial liabilities presented in the statement of financial position | Amounts not offset in the statement of financial position | Financial Guarantees received in cash | Net amount of financial liabilities | |
|---|---|---|---|---|---|---|
| Financial liabilities | ||||||
| IRS | 5,440 | 5,440 | 5,440 | 5,440 | ||
| TOTAL | 5,440 | 5,440 | 5,440 | 0 | 0 | 5,440 |
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 statement of financial position | Amounts not offset in the statement of financial position | Financial Guarantees received in cash | Net amount of financial assets | |
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| CAP | 30,013 | 30,013 | 30,013 | 30,013 | ||
| IRS | 142,966 | 142,966 | 142,966 | 142,966 | ||
| TOTAL | 172,979 | 172,979 | 172,979 | 0 | 0 | 172,979 |
| Gross amount of recognised financial liabilities | Gross amount of financial liabilities offset in the statement of financial position | Net amount of financial liabilities presented in the statement of financial position | Amounts not offset in the statement of financial position | Financial Guarantees received in cash | Net amount of financial liabilities | |
|---|---|---|---|---|---|---|
| Financial liabilities | ||||||
| IRS | 1,504 | 1,504 | 1,504 | 1,504 | ||
| TOTAL | 1,504 | 1,504 | 1,504 | 0 | 0 | 1,504 |
Summary of derivative financial instruments active at 31.12.2023
| Option | Period | Exercise price | Floating rate | Currency | 2023 notional (x 1,000 EUR) | Held for trading |
|---|---|---|---|---|---|---|
| IRS | 2023 2024 2025 | 1.18 % | 1 M EUR | 25,000 | ||
| IRS | 2023 2024 2025 | 1.10 % | 1 M EUR | 25,000 | ||
| IRS | 2023 2024 2025 | 1.15 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 2025 | 1.18 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 2025 | 1.12 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 | 1.70 % | 1 M EUR | 100,000 | ||
| IRS | 2023 2024 2025 | 0.95 % | 1 M EUR | 75,000 | ||
| IRS | 2023 | 0.71 % | 1 M EUR | 40,000 | ||
| IRS | 2023 | 0.80 % | 1 M EUR | 60,000 | ||
| IRS | 2023 | -0.32 % | 1 M EUR | 50,000 | ||
| IRS | 2023 | 0.67 % | 1 M EUR | 30,000 | ||
| IRS | 2023 | 0.78 % | 1 M EUR | 20,000 | ||
| IRS | 2023 2024 2025 | 1.00 % | 1 M EUR | 110,000 | ||
| IRS | 2023 2024 2025 2026 2027 | 0.14 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 2025 | 0.61 % | SONIA 3 M GBP | 20,000 | ||
| IRS | 2023 2024 2025 2026 2027 2028 | 1.48 % | 1 M EUR | -17,000 | ||
| IRS | 2023 | 0.45 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 | 0.38 % | 1 M EUR | 50,000 | ||
| IRS | 2023 2024 2025 | 0.96 % | 1 M EUR | 90,000 | ||
| CAP | 2023 | 0.50 % | 1 M EUR | 100,000 | ||
| CAP | 2023 | 0.50 % | 1 M EUR | 100,000 | ||
| CAP | 2023 2024 2025 | 0.50 % | 1 M EUR | 200,000 | ||
| CAP | 2023 2024 | 0.00 % | 1 M EUR | 100,000 |
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 Forwarde.
Evolution of the debt-to-assets ratio
As at 31.03.2023, 30.06.2023 and 30.09.2023, the debt ratio reached 45.8 %, 47.6 % and 47 % respectively, remaining below 50 %. As at 31.12.2023, the debt-to-assets ratio stood at 43.8 %.
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 Forwarde 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.
Note 26. Non-current financial assets and finance lease receivables
Non-current financial assets (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Derived instruments | 96,698 | 172,337 |
| Other non-current financial assets | 24,951 | 26,478 |
| Receivables towards associates | 9,438 | 14,179 |
| Other¹ | 15,513 | 12,299 |
| TOTAL | 121,649 | 198,814 |
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 4.5 % for 2023 (2022 : 4.3 %). During the 2023 financial year, conditional rents (indexations) were recorded as revenues of the period for 0.01 million EUR (2022 : 0.01 million EUR).
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| less than one year | 8,735 | 8,975 |
| more than one year but less than two years | 8,682 | 8,826 |
| more than two years but less than three years | 8,678 | 8,641 |
| more than three years but less than four years | 8,758 | 8,637 |
| more than four years but less than five years | 8,749 | 8,758 |
| more than five years | 251,951 | 253,744 |
| Minimum lease payments | 295,554 | 297,580 |
| Deferred financial income | -132,198 | -131,907 |
| Discounted value of minimum lease payments | 163,356 | 165,673 |
| Non-current finance lease receivables | 158,936 | 161,534 |
| more than one year but less than two years | 4,545 | 4,418 |
| more than two years but less than three years | 4,677 | 4,543 |
| more than three years but less than four years | 4,857 | 4,677 |
| more than four years but less than five years | 5,041 | 4,856 |
| more than five years | 139,817 | 143,040 |
| Current finance lease receivables | 4,419 | 4,139 |
Note 27. Assets held for sale (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| At 01.01 | 117,270 | 39,846 |
| Investments | 0 | 152 |
| Disposals | -89,341 | -10,134 |
| Change in fair value | -18 | 4,108 |
| Transfer from investment properties to assets held for sale | 15,200 | 83,297 |
| At 31.12 | 43,111 | 117,270 |
All the assets held for sale are investment properties.
¹ The line ‘Other’ represents advance payments for the acquisition of investment properties under construction.
Note 28. Current trade receivables
Gross trade receivables (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Gross trade receivables which are due but not provisioned | 17,386 | 14,105 |
| Gross trade receivables which are not due | 27,283 | 25,087 |
| Bad and doubtful receivables | 855 | 1,851 |
| Provisions for the impairment of receivables (-) | -714 | -1,559 |
| TOTAL | 44,810 | 39,483 |
During the financial year ending on 31.12.2023, the group recognised provisions for doubtful debts of 319 KEUR (1,377 KEUR in 2022). 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.# Note 29. Tax receivables and other current assets (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Taxes | 36,098 | 31,882 |
| Taxes | 15,875 | 21,670 |
| Regional taxes | 5,478 | 1,193 |
| Withholding taxes | 14,744 | 9,018 |
| Other | 10,073 | 11,058 |
| TOTAL | 46,170 | 42,940 |
These mainly comprise taxes and withholding taxes paid by the group but to be re-invoiced to the lessees, re-invoicing of taxes and withholding taxes not yet paid by the lessees, and taxes paid by the group but to be recovered.
Note 30. Deferred charges and accrued income – assets (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Outstanding income from property | 3,995 | 3,908 |
| Rent-free periods and incentives granted to tenants to be spread | 2,410 | 3,655 |
| Prepaid property charges | 4,613 | 8,597 |
| Prepaid interests and other financial charges | 8,371 | 5,139 |
| TOTAL | 19,390 | 21,299 |
298 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Note 31. Provisions (x 1.000 EUR)
| 2023 | 2022 | |
|---|---|---|
| At 01.01 | 24,302 | 27,220 |
| Provisions charged to the income statement | 4,559 | 4,410 |
| Accretion of provisions charged to the income statement | -478 | -1,072 |
| Uses | -401 | -6,256 |
| Provision writebacks credited to the income statement | -302 | 0 |
| Transfer | -1,253 | 0 |
| At 31.12 | 26,426 | 24,302 |
Group provisions (26,426 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 21,203 KEUR (2022 : 19,623 KEUR) ;
* legal provisions to face its potential commitments vis-à-vis tenants or third parties for 5,223 KEUR (2022 : 4,679 KEUR). These provisions correspond to the discounted future payments considered as likely by the board of directors.
Note 32. Deferred taxes
| Deferred tax assets | 2023 | 2022 | Deferred tax liabilities | 2023 | 2022 | ||
|---|---|---|---|---|---|---|---|
| EXIT TAX | 0 | 0 | EXIT TAX | 0 | 0 | ||
| DEFERRED TAXES | 9,822 | 5,593 | DEFERRED TAXES | 53,744 | 61,776 | ||
| Property of distribution networks in the Netherlands | 0 | 0 | Property of distribution networks in the Netherlands | 29,352 | 29,408 | ||
| Pubstone Properties | 0 | 0 | Pubstone Properties | 29,352 | 29,408 | ||
| Healthcare real estate in France | 0 | 0 | Healthcare real estate in France | 7,324 | 6,389 | ||
| Cofinimmo's branch office | 0 | 0 | Cofinimmo's branch office | 7,324 | 6,389 | ||
| Healthcare real estate in Germany | 5,871 | 1,927 | Healthcare real estate in Germany | 14,400 | 18,235 | ||
| Healthcare real estate - Other | 3,951 | 3,665 | Healthcare real estate - Other | 2,668 | 7,744 | ||
| TOTAL | 9,822 | 5,593 | TOTAL | 53,744 | 61,776 |
The deferred taxes of the Dutch subsidiary Pubstone Properties BV as well as the subsidiary having at least one asset in Germany correspond to the taxation, at a rate of respectively 25 % and 15.825 %, of the difference between the investment value of the assets, less registration rights, at their tax value. Since 2014, the Cofinimmo’s French branch is subject to a new tax (‘Withholding tax on benefits realised in France by foreign entities’). A provision for deferred taxes had to be established.
Note 33. Trade debts and other current debts (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| TRADE DEBTS | 55,754 | 55,907 |
| OTHER CURRENT DEBTS | 72,891 | 76,513 |
| Exit tax | 0 | 2,604 |
| Taxes, social charges and salaries debts | 32,275 | 34,109 |
| Taxes | 27,308 | 30,614 |
| Social charges | 1,522 | 878 |
| Salaries debts | 3,445 | 2,617 |
| Other | 40,616 | 39,801 |
| Dividend coupons | 4,173 | 3,451 |
| Provisions for withholding taxes and other taxes | 15,895 | 13,100 |
| Miscellaneous | 20,549 | 23,249 |
| TOTAL | 128,645 | 132,421 |
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 299
Note 34. Accrued charges and deferred income – liabilities (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Rental income received in advance | 15,581 | 18,326 |
| Interests and other charges accrued and not due | 2,800 | 3,202 |
| Other | 706 | 936 |
| TOTAL | 19,088 | 22,464 |
Note 35. Non-cash charges and income (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Charges and income related to operating activities | 203,349 | -61,295 |
| Changes in the fair value of investment properties | 181,653 | -77,460 |
| Writeback of lease payments sold and discounted | -1,365 | -6,124 |
| Movements in provisions and stock options | 3,377 | -2,918 |
| Depreciation/Writedowns (or writebacks) on intangible and tangible assets | 2,548 | 3,193 |
| Exit tax | -857 | 118 |
| Deferred taxes | -12,211 | 6,010 |
| Goodwill impairment | 27,337 | 14,290 |
| Rent-free periods | 1,244 | 264 |
| Minority interests | 1,325 | -370 |
| Other¹ | 297 | 1,702 |
| Charges and income related to financing activities | 85,183 | -214,274 |
| Changes in the fair value of financial assets and liabilities | 87,147 | -212,447 |
| Other | -1,964 | -1,827 |
| TOTAL | 288,532 | -275,569 |
¹ The amounts correspond to the difference between the price paid, plus incidental expenses, and the share in the revalued net assets of the acquired companies.
Note 36. Changes in working capital requirements (x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| Movements in asset items | -6,863 | -111 |
| Trade receivables | -6,129 | -3,995 |
| Tax receivables | 6,014 | 2,499 |
| Other short-term assets | -7,890 | 5,331 |
| Deferred charges and accrued income | 1,142 | -3,946 |
| Movements in liability items | -29,652 | -15,072 |
| Trade debts | -24,229 | -9,426 |
| Taxes, social charges and salaries debts | -3,584 | -3,630 |
| Other current debts | 2,354 | -2,160 |
| Accrued charges and deferred income | -4,193 | 143 |
| TOTAL | -36,515 | -15,184 |
300 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 2023 financial year in order to detail the amounts included on the statement of cash flows. By definition, these amounts are not comparable from one financial year to the next (the amounts for the 2022 financial year are stated in Note 37 relating to the 2022 financial statements on pages 288-289 of the 2022 Universal Registration Document). 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 BE | Healthcare real estate FR | Offices NL | Property of distribution networks DE | Other | Total |
| :------ | :------------------------ | :------------------------ | :--------- | :----------------------------------- | :---- | :---- |
| Properties available to rent | | | | | | |
| Direct properties | 5,251 | 763 | | | | 6,014 |
| Properties against shares | 7,207 | | | | | 7,207 |
| Companies against cash | 178,330 | 98,755 | 267 | | | 277,353 |
| Companies against shares | 30,208 | | | | | 30,208 |
| Subtotal | 30,208 | 178,330 | 5,251 | 98,755 | 8,237 | 320,782 |
| Development projects | | | | | | |
| Direct properties | 3,367 | 7,392 | | | | 10,758 |
| Properties against shares | 0 | | | | | 0 |
| Companies against cash | 451 | | | | | 451 |
| Companies against shares | 0 | | | | | 0 |
| Subtotal | 0 | 0 | 3,367 | 0 | 451 | 11,209 |
| TOTAL | 30,208 | 178,330 | 8,618 | 98,755 | 8,687 | 331,991 |
The amount of 16.772 KEUR booked on the statement of cash flows under the heading ‘Acquisitions of investment properties’ comprises the sum of the direct property acquisitions.
Extensions of investment properties
Extensions of investment properties are financed in cash and are shown under the item ‘Extensions of investment properties’ of the statement of cash flows.
(x 1,000 EUR)
| | Healthcare real estate BE | Healthcare real estate FR | Offices NL | Property of distribution networks DE | Other | Total |
| :---- | :------------------------ | :------------------------ | :--------- | :----------------------------------- | :---- | :---- |
| Development projects | 10.699 | 5.642 | 12.712 | 109 | 61.694 | 31.052 | 43 | 121.951 |
| TOTAL | 10.699 | 5.642 | 12.712 | 109 | 61.694 | 31.052 | 43 | 121.951 |
| Amount paid in cash | 11.412 | 6.492 | 13.677 | 170 | 59.211 | 24.667 | 43 | 115.672 |
| Change in provisions | -713 | -850 | -964 | -61 | 2.483 | 6.385 | 0 | 6.279 |
| TOTAL | 10.699 | 5.642 | 12.712 | 109 | 61.694 | 31.052 | 43 | 121.951 |
Investments in investment properties
Investments in investment properties are financed in cash and are shown under the item ‘Investments in investment properties’ of the statement of cash flows.
(x 1,000 EUR)
| | Healthcare real estate BE | Healthcare real estate FR | Offices NL | Property of distribution networks DE | Others | Total |
| :---- | :------------------------ | :------------------------ | :--------- | :----------------------------------- | :----- | :---- |
| Properties available for rent | 11,824 | 6,697 | 3,169 | 12,410 | 3,504 | 8,608 | 4,415 | 50,629 |
| Assets held for own use | 6 | | | | | 6 |
| Assets held for sale | | | | | | |
| TOTAL | 11,824 | 6,697 | 3,169 | 12,410 | 3,504 | 8,614 | 4,415 | 50,635 |
| Amount paid in cash | 10,289 | 6,634 | 3,610 | 8,354 | 4,761 | 2,993 | 5,077 | 41,718 |
| Change in provisions | 1,534 | 64 | -441 | 4,056 | -1,257 | 5,621 | -661 | 8,916 |
| TOTAL | 11,824 | 6,697 | 3,169 | 12,410 | 3,504 | 8,614 | 4,415 | 50,635 |
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 301
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 31.12.2022 and the net gain or loss realised on the disposal after deduction of the transaction costs.
(x 1,000 EUR)
| | Healthcare real estate BE | Healthcare real estate FR | Offices NL | Property of distribution networks DE | Others | Total |
| :---- | :------------------------ | :------------------------ | :--------- | :----------------------------------- | :----- | :---- |
| Investment properties | | | | | | |
| Net book value | 40,465 | 151,347 | 5,525 | | | 197,336 |
| Result on the disposal of assets | 2,742 | 50 | -11,423 | 1,549 | -7,081 | |
| Net sale price received | 43,207 | 50 | 139,924 | 7,074 | 190,255 | |
| Assets held for sale | | | | | | |
| Net book value | 1,890 | 71,061 | 16,390 | | | 89,341 |
| Result on transfer of assets | 2,826 | -956 | -1,557 | 313 | | |
| Net sales price received | 4,716 | 70,105 | 14,833 | 89,654 | | |
| Development projects | | | | | | |
| Net book value | 23 | | | | | 23 |
| Result on the disposal of assets | -6 | 127 | | | | 121 |
| Net sales price received | -6 | 150 | | | | 144 |
| Fixed assets for own use | | | | | | |
| Net book value | 7,699 | | | | | 7,699 |
| Gains and losses on asset disposal | 2,596 | | | | | 2,596 |
| Net sale price received | 10,295 | | | | | 10,295 |
| TOTAL | 43,201 | 4,716 | 0 | 50 | 0 | 220,474 | 21,907 | 290,348 |
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 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.
- 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.
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.
- Cofinimmo and several subsidiaries form part of a VAT unit for the Cofinimmo group. The members of the VAT unit are jointly and severally liable to the State for the payment of VAT, interest, fines and costs due as a result of the actions of the members of the VAT unit. No member of the VAT unit is involved in a dispute with the State.
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.
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.
In France
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. The provisional acceptance of the nursing home took place in the 1st quarter of 2024 and the rent took effect on 26.01.2024.
On 29.09.2023, Cofinimmo acquired, via a subsidiary, a plot of land in the Dutch province of North Brabant, on which an eco-responsible nursing home will be built. The investment budget (including plot of land and works) is approximately EUR 9 million (of which 3 million EUR in 2023). The site is already leased to the operator Martha Flora (DomusVi group), a leading Dutch healthcare group specialised in elderly care.
In Germany
Cofinimmo has acquired a participation in the capital of the companies that are developing eco-responsible care campuses in North Rhine-Westphalia. The total conventional value of this transaction amounts to approximately 188 million EUR. The payment of the shares is spread over time (from 2024 to 2025). In the context of the above transaction, Cofinimmo has entered into an exclusive partnership with the local design and project management company that will develop the projects.
In Spain
Since the announcement of its establishment in Spain in September 2019, Cofinimmo has committed to several construction projects, of which the first deliveries took place in the course of 2021, followed by others in 2022 and in 2023. At 31.12.2023, 16 construction projects were still ongoing for a total investment of 203 million EUR. Most of these projects consist in the construction of nursing and care homes.
In Finland
Cofinimmo entered the Finnish healthcare real estate sector in Q4 2020. Since then, several assets have been delivered. At 31.12.2023, Cofinimmo was committed in developing one construction project for an investment of 9 million EUR.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 303
Note 39. Ongoing development projects
The group has ongoing development projects of approximately 290 million EUR (31.12.2022 : 462 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). During the year, the Group established one subsidiary (Dutchstone SA) and acquired two subsidiaries (Rheastone 10 SA and DZI 7. Vorrat GmbH).
Subsidiaries wholly owned by Cofinimmo group
List of fully consolidated subsidiaries
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| GERMANY | ||
| COFINIMMO DIENSTLEISTUNGS-GmbH Registered address : Frankfurt-am-Main HRB 114372 Guiollettstraße 48 – D-60325 Frankfurt-am-Main | 100 | 100 |
| DZI 7. Vorrat GmbH Registered address : Düsseldorf HRB 95001 Am Kielsgraben 8, 40789 Monheim a. Rhein | 100 | - |
| GESTONE BICKENBACH GmbH & Co. KG Registered address : Frankfurt-am-Main HRB 53012 Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 100 | 100 |
| GESTONE DEUTSCHLAND GmbH Registered address : Frankfurt-am-Main HRB 115151 Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 100 | 100 |
| SENIORENQUARTIER VIERSEN GmbH & CO. KG Registered address : Frankfurt-am-Main HRA 53427 Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 100 | 99.99 |
| STERN BETEILIGUNGS GmbH Registered address : Frankfurt-am-Main HRB 112550 Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 100 | 100 |
| GESTONE GP GmbH Registered address : Frankfurt-am-Main HRB 122350 Neue Mainzer Straße 75 – D-60311 Frankfurt-am-Main | 100 | 100 |
| BELGIUM | ||
| BEIRESTONE 1 SA/NV 0759 959 564 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BENOSTONE CO 1 SA/NV 0755 869 827 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BESTONE SA/NV 0670 681 160 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| BUILDING GREEN ONE SA/NV 0501 599 965 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COFINIMMO OFFICES SA/NV 0755 538 641 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COFINIMMO SERVICES SA/NV 0437 018 652 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COPADE SA/NV 0631 930 353 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| COUVENT DE LA CHARTREUSE SA/NV 0822 171 901 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| DUTCHSTONE SA/NV 0803 978 560 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | - |
| FPR LEUZE SA/NV 0839 750 279 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GECARE 1 SA/NV 0720 629 826 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 10 SA/NV 0751 676 853 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 11 SA/NV 0751 677 150 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 12 SA/NV 0751 677 348 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 13 SA/NV 0722 900 319 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 7 SA/NV 0748 688 857 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 8 SA/NV 0751 676 556 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE CO 9 SA/NV 0751 676 754 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 1 SA/NV 0655 814 822 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 2 SA/NV 0670 681 259 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 3 SA/NV 0696 911 940 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 4 SA/NV 0683 716 475 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 5 SA/NV 0722 901 804 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 6 SA/NV 0722 902 495 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 14 SA/NV 0781.898.489 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 15 SA/NV 0781.898.687 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| GESTONE 16 SA/NV 0784.853.328 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LEOPOLD SQUARE SA/NV 0465 387 588 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LEX 85 SA/NV 0811 625 031 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LIGNE INVEST SA/NV 0873 682 661 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| LS OFFICES SA/NV 0755 537 849 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| MANUJACQ BE SA/NV 0794.938.655 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| PRIME BEL RUE DE LA LOI-T SA/NV 0463 603 184 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 1 SA/NV 0893 787 296 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 6 SA/NV 0707 645 286 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 7 SA/NV 0756.866.254 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 8 SA/NV 0678.526.183 Martelarenplein 20 E - 3000 Leuven | 100 | 100 |
| RHEASTONE 9 SA/NV 0443.888.133 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| RHEASTONE 10 SA/NV 0803 978 560 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | - |
| RHONE ARTS SA/NV 413 742 414 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 1 SA/NV 0691 982 756 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 2 SA/NV 0696 912 831 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 3 SA/NV 0696 912 930 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| STERN-FIIS 4 SA/NV 0696 913 029 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| XL TRONE SA/NV 0715 937 303 Boulevard de la Woluwe/Woluwedal 58 – 1200 Brussels | 100 | 100 |
| SPAIN | ||
| COFIHEALTHCARE SPAIN 1 SL NIF B-88542717 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 2 SL NIF B-88542667 Calle Maldonado, 4, 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 3 SL NIF B-88542600 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 4 SL NIF B-42722819 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 5 SL NIF B-42722801 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 6 SL NIF B-42722827 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN 10 SL NIF B-88542717 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| COFIHEALTHCARE SPAIN SERVICES SL NIF B-097582202 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| GLORIA HEALTH CARE PROPERTIES SL NIF B-88347885 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| GLORIA HEALTH CARE PROPERTIES 2 SL NIF B-88415385 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| LAGUNE IPM SL NIF B-64205966 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| LAGUNE ISLAND BALEARES IPM 2 SL NIF B-65223174 Calle Maldonado, 4 – 28006 Madrid | 100 | 100 |
| FINLAND | ||
| KIINTEISTÖ Oy ASKOLAN PAPPILANTIE 3088874-1 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy HELSINGIN SVENGI 2786955-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy KAUSALAN ASEMA 2958400-3 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy KUOPION AALLONMURTAJANKATU 3-5 3133518-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy LEMPÄÄLÄN MYLLYPIHA 3143578-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy NASTOLAN MANNA 3003571-4 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy RAISION VESAKUJA 2 3226914-3 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKALTIO 2992724-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy ROVANIEMEN RIISTAKERO 2992919-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy SIPOON JOKIKOTI 3003250-5 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TERVAKOSKEN PORTTI 2958406-2 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TURUN LINNANHERRA 2887482-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy TURUN SKANSSIN AURORA 3168686-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy VAASANPUISTIKKO 22 VAASA 2910835-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy VANTAAN HARRIKUJA 8 3006164-8 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| KIINTEISTÖ Oy YLÖJÄRVEN TAIMITIE 3 3186885-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 1 Oy 3007096-6 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 2 Oy 3146900-4 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 3 Oy 3146912-7 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 4 Oy 3207147-9 c/o Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
| POLARISTONE CO 5 Oy 3207149-5 c/o | 100 |
List of fully consolidated subsidiaries
FINLAND
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| Colliers International Finland, Ratamestarinkatu 7 B – 00520 Helsinki | 100 | 100 |
FRANCE
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| COFINIMMO INVESTISSEMENTS ET SERVICES SA | 100 | 100 |
| COFINEA I SAS | 100 | 100 |
| SCI AC NAPOLI | 100 | 100 |
| SCI BEAULIEU | 100 | 100 |
| SCI CUXAC II | 100 | 100 |
| SCI DE L’ORBIEU | 100 | 100 |
| SNC DU HAUT CLUZEAU | 100 | 100 |
| SCI OUVRE TOIT | 100 | 100 |
| SCI RESIDENCE FRONTENAC | 100 | 100 |
LUXEMBOURG
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| COFINIMMO LUXEMBOURG SA | 100 | 100 |
| KAISERSTONE SA | 100 | 100 |
| MASCHSEE PROPERTIES SARL | 100 | 100 |
| UHLENHORST PROPERTIES SARL | 100 | 100 |
| WELLNESSTONE SA | 100 | 100 |
| WELLNESSTONE GP SARL | 100 | 100 |
THE NETHERLANDS
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| SUPERSTONE NV | 100 | 100 |
| SUPERSTONE 2 NV | 100 | 100 |
| SUPERSTONE 3 NV | 100 | 100 |
| SUPERSTONE 4 NV | 100 | 100 |
| SUPERSTONE 5 NV | 100 | 100 |
| SUPERSTONE 6 NV | 100 | 100 |
| SUPERSTONE 7 NV | 100 | 100 |
UNITED KINGDOM
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| COFIHEALTHCARE UK 1 CO LIMITED | 100 | 100 |
| COFIHEALTHCARE UK 2 LIMITED | 100 | 100 |
Subsidiaries held by Cofinimmo group with minority interests (non-controlling interests)
GERMANY
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| ARCON-TRUST DRITTE IMMOBILIENANLAGEN GmbH & CO. KG | 89.9 | 89.9 |
| PFLEGE PLUS + OBJEKT ALSDORF GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT BOCHUM GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT BOTTROP GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT ERFSTADT/ LIBLAR GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT FRIEDRICHSTADT GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT GELSENKIRCHEN GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT GOSLAR GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT HAAN GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT WEIL AM RHEIN GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT WEILERWIST GmbH & CO. KG | 94.9 | 94.9 |
| PFLEGE PLUS + OBJEKT SWISTTAL GmbH & CO. KG | 94.9 | 94.9 |
| PRESIDENTIAL NORDIC 1 GmbH & CO. KG | 94.9 | 94.9 |
| PRESIDENTIAL NORDIC 2 GmbH & CO. KG | 94.9 | 94.9 |
| SALZA VERWALTUNGS GmbH & CO. KG | 94.8 | 94.8 |
| SENIORENQUARTIER DREESKAMP GmbH & CO. KG | 89.9 | 89.9 |
| WA JÜL II GmbH & CO. KG | 89.9 | 89.9 |
BELGIUM
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| BELLIARD III-IV PROPERTIES SA/NV | 99.9 | 99.9 |
| PUBSTONE SA/NV | 99.9 | 99.9 |
| PUBSTONE GROUP SA/NV | 90 | 90 |
| VESTASTONE 1 CO SA/NV | 90.9 | 90.9 |
FRANCE
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| SCI FONCIERE CRF | 50.0001 | 39 |
LUXEMBOURG
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| BAD SCHONBORN PROPERTIES SCS | 89.9 | 89.9 |
| GREAT GERMAN NURSING HOMES SCS | 94.9 | 94.9 |
THE NETHERLANDS
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| PUBSTONE PROPERTIES BV | 90 | 90 |
ITALY
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| ACHESO LAGUNE | 90.9 | 90.9 |
| ACHESO LAGUNE 2 | 90.9 | 90.9 |
309 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Associates and joint ventures
BELGIUM
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| BPG CONGRES SA/NV | 51 | 51 |
| BPG HOTEL SA/NV | 51 | 51 |
| ALDEA GROUP NV | 27.1 | 27.1 |
GERMANY
| Name and address of the registered office | Direct and indirect interests and voting rights (in %) 31.12.2023 | Direct and indirect interests and voting rights (in %) 31.12.2022 |
|---|---|---|
| DZI 1. VORRAT GmbH | 99.99 | 99.99 |
| DZI 2. VORRAT GmbH | 99.99 | 99.99 |
| DZI 3. VORRAT GmbH | 99.99 | 99.99 |
| DZI 4. VORRAT GmbH | 99.99 | 99.99 |
| DZI 5. VORRAT GmbH | 99.99 | 99.99 |
| RESIDENZWOHNEN JAHNSHÖFE GmbH | 99.99 | 99.99 |
- Offices 10 entities
- Property of distribution networks 4 entities
- Public-private partnerships 3 entities
- Healthcare real estate 128 entities
310 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Non-controlling interests
1 Non-controlling interests represent third-party interests in subsidiaries neither directly nor indirectly held by the group.
SCI Foncière CRF
Since 14.09.2023, Cofinimmo owns 50 % + one share in the capital of SCI Foncière CRF. The other shares are held by Croix-Rouge française.
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 were considered as non-controlling. In 2022 and 2023, Cofinimmo has redeemed these MCB.
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 31.12.2023, 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 2023, the stake 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 31.12.2023, minority interests amounted to 76 million EUR, compared to Cofinimmo’s equity of 3,699 million EUR, i.e. 2 %.# Change in non-controlling interests (x 1,000 EUR)
| Cofinimur | I Pubstone | Vestastone | SCI CRF | Total | MCB holders | AB InBev | Tribeca | CRF | |
|---|---|---|---|---|---|---|---|---|---|
| At 31.12.2021 | 37,087 | 12,146 | 5,025 | 0 | 54,259 | ||||
| Interests on the income statement | -1,297 | 150 | 778 | 0 | -370 | ||||
| MCB coupons | -2,485 | 0 | 0 | 0 | -2,485 | ||||
| Dividends | 0 | -1,290 | 0 | 0 | -1,290 | ||||
| Other | -22,535 | 0 | 2,000 | 0 | -20,534 | ||||
| At 31.12.2022 | 10,770 | 11,006 | 7,803 | 0 | 29,578 | ||||
| Interests on the income statement | -449 | -673 | 509 | 1,937 | 1,325 | ||||
| MCB coupons | -545 | 0 | 0 | 0 | -545 | ||||
| Dividends | 0 | -744 | -519 | 0 | -1,263 | ||||
| Other | -9,776 | 0 | -7 | 56,410 | 46,629 | ||||
| At 31.12.2023 | 0 | 9,589 | 7,786 | 58,347 | 75,723 |
Associates and joint ventures
As at 31.12.2023, the Cofinimmo group owns associates (Aldea Group and six companies which are developing 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 2023, these associates and joint ventures are considered as immaterial.
- The term ‘non-controlling interests’ as defined under IFRS 12 corresponds to minority interests.
- Previously, Cofinimmo had entered SCI Foncière CRF’s capital end 2020 with a 39 % stake.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 311
Associates and joint ventures – General information
| Company | BPG Congres | BPG Hotel | 5 healthcare campuses to be developed in Germany | Aldea Group | SCI Foncière CRF1 | |
|---|---|---|---|---|---|---|
| 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 % | 50 % | |
| Partner shareholders | CFE (49 %) | CFE (49 %) | DZI BV. | Miscellaneous | French Red Cross | |
| Date of company creation | 2018 | 2018 | 2018-2019 | 2015 | 2000 | |
| Accounting period Ends on | 31.12.2023 | 31.12.2023 | 31.12.2023 | 31.12.2023 | 31.12.2023 |
| Amount of the Cofinimmo share in the result (x 1,000 EUR) | |||||
| Share in the result of associates or joint ventures | -6 | -6 | -4,060 | -1,637 | -1,816 |
| Amount of the interest at Cofinimmo (x 1,000 EUR) | |||||
| Participations in associates or joint ventures | 789 | 645 | 4,283 | 17,909 | 0 |
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 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 % 2 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 amounted then to 39 %, which also enabled Cofinimmo to exercise a significant influence. On 14.09.2023, Cofinimmo increased its stake in the capital of the company. For Cofinimmo, this transaction, which is in line with the agreements signed at the end of 2020, represents an investment of approximately 13 million EUR. This corresponds to a stake of just over 11 % in the capital of the company, to be added to the 39 % already acquired in December 2020. The Cofinimmo group’s stake now amounts to 50 % plus one share of the capital of the company, making it the majority shareholder. This stake increase generates the consolidation of SCI Foncière CRF in Cofinimmo’s accounts.
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 during which Cofinimmo exercises a significant influence on those companies.
- The figures shown in the table relate to the period 01.01.2023 to 14.09.2023, the date on which Cofinimmo increased its shareholding from 39 % to 50 %, resulting in the consolidation of SCI Foncière CRF.
- In 2021, the group’s stake went up to 27.1 %.
312 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Note 41.
Put options granted to 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, Bad Schonborn Properties S.C.S., Salza Verwaltungs, WA Jül II GmbH and Seniorenquartier Dreeskamp GmbH & Co. KG.
Note 42. Payments based on shares
Stock option plan
In 2006, Cofinimmo launched a stock option plan whereby 8,000 stock options were granted to the group’s management. This plan was relaunched during each of the following years until 2016 included. Since 2017, the stock option plan has no longer been proposed. When they are exercised, the beneficiaries will pay the exercise price (per share) of the year in which the stock options were granted, in exchange for the delivery of securities. In the event of voluntary or involuntary departure (excluding premature termination for serious reasons) of a beneficiary, the stock options accepted and vested may be exercised after the end of the third calendar year following the year in which the stock options were granted. Options that have not been vested are cancelled, except when retiring. In the event of the involuntary departure of a beneficiary for serious reasons, all stock options accepted but not exercised, whether vested or not, are cancelled. These conditions governing the acquisition and the exercise periods in the event of a departure, whether voluntary or involuntary, will apply without prejudice to the powers of the board of directors for the members of the executive committee or the powers of the executive committee for the other participants to authorise waivers to these provisions in favour of the beneficiary, based on objective and relevant criteria.
Evolution of the number of stock options
| Year of the plan | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Granted | 6,825 | 7,525 | 3,000 | 3,320 | 4,095 | 8,035 | 5,740 | 7,215 | 6,730 | 7,300 | 8,000 |
| Cancelled | -1,600 | -1,600 | 0 | -500 | -1,067 | -1,386 | -250 | -695 | -2,125 | -2,050 | -2,350 |
| Exercised | -875 | -1,525 | -450 | -2,820 | -3,028 | -6,649 | -5,370 | -6,303 | -4,330 | -5,250 | -5,550 |
| Expired | 0 | 0 | 0 | 0 | 0 | 0 | -120 | -217 | -275 | 0 | -100 |
| At 31.12.2023 | 4,350 | 4,400 | 2,550 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Exercisable at 31.12 | 4,350 | 4,400 | 2,550 | 0 | 0 | 0 | 0 | 0 | 0 | 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
| 2023 | 2022 | |
|---|---|---|
| Average number of people linked by an employment contract or by a permanent service contract | 144 | 132 |
| Employees | 1551 | 161 |
| Executive management personnel | 5 | 5 |
| FULL-TIME EQUIVALENT | 150 | 159 |
- As at 01.01.2024, the number of employees was 154.
313 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Note 44.
Related-party transactions
The emoluments and insurance premiums, borne by Cofinimmo and its subsidiaries, for the benefit of the members of the executive committee and the board of directors, and recognised on the income statement, amount to 4,696,221 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 mostly 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 31.12.2023 took place after the closing date.
Divestment of a nursing and care home in Brussels (BE)
On 16.02.2024, Cofinimmo granted a 99-year leasehold right on the nursing and care home Gray Couronne in Brussels. The total amounts received on this occasion are in line with the latest fair value (as at 30.09.2023) as determined by Cofinimmo’s independent real estate valuer, prior to the signature of the agreement. This transaction was carried out by mutual agreement with Orpea 1 Belgium, the nursing home operator, which had announced in its press release of 16.02.2023 that it wanted to close certain establishments in Brussels. As at 31.12.2023, this asset was not classified as ‘asset held for sale’.
Provisional acceptance of a nursing and care home in Hoogerheide (NL)
As announced in April 2022, Cofinimmo proceeded with the provisional acceptance of a nursing and care home located in Hoogerheide, in the 1 st quarter of 2024, and the lease took effect on 26.01.2024. As a reminder, the nursing and care home offers 138 beds spread over a total surface area of approximately 7,400 m². The new nursing and care home will partially compensate for the shortage of capacity in the region. This nursing and care home will also include day-care facilities. The investment budget for the plot of land and the works amounted to 26 million EUR. The site has obtained a A+++ energy performance label. A double- net lease has been concluded with operator Stichting tanteLouise for a term of 20 years. The rent will be indexed according to the Dutch consumer price index and the gross rental yield is approximately 5 %.
Construction of a nursing and care home in El Cañaveral (ES)
Cofinimmo will have a new nursing and care home built on a plot of land acquired earlier through a subsidiary in El Cañaveral, in the autonomous community of Madrid, part of the district of Vicálvaro, whose population amounts to approximately 70,000 inhabitants. The investment budget for both the plot of land and the works amounts to approximately 15 million EUR. The building will be built with high ESG criteria in mind, including a reinforced charging infrastructure for electric vehicles, domestic hot water supplied by aerothermal systems, solar panels, bicycle storage and 2,000 m² of green exterior space. For this building, Cofinimmo aims for an A-level energy performance and a BREEAM In-Use Very Good certificate. It will have a total surface area of approximately 7,000 m² and will offer 165 beds. Works started in the 1 st quarter of 2024, within the framework of a turnkey project, the delivery of the nursing and care home is currently scheduled for the 4 th quarter of 2025. The amounts corresponding to the construction works will be paid according to the percentage of completion of the works. A triple-net lease with a term of 15 years has been signed with the operator Emera España. The rent will be indexed according to the Spanish consumer price index. The gross rental yield will be in line with the current market conditions.
Provisional acceptance of a nursing and care home in Elche (ES)
The development project in Elche, announced in February 2022, has been delivered and the lease took effect on 07.02.2024. As a reminder, the nursing and care home offers 150 beds spread over a total surface area of approximately 6,000 m². The investment budget for both the plot of land and the works amounts to approximately 8 million EUR. A triple net lease has been signed with operator Grupo Casaverde for a term of 25 years. The site offers an A-level energy performance. The gross rental yield is in line with current market conditions. The rent will be indexed according to the Spanish consumer price index.
- On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’.
314 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 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 (and then slow down in 2023), which led to a general increase in nominal interest rates (decreasing since the 4 th quarter of 2023), and war broke out again on the European continent in 2022, followed by the conflict in Israel and Gaza as from the 4 th quarter of 2023.
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 2.5 % of the group’s investment properties). The independent real estate valuers’ report mentions an explanatory note on the situation in Ukraine, in Israel and Gaza and/or the current high volatility of markets. The indirect impact of the situation in these geographical zones 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’.
Although COVID-19 is no longer a global health emergency, the virus continues to circulate. As a reminder, since the beginning of 2020 Cofinimmo has put in place various measures to ensure the continuity of its activities, while making the health and well- being of all its stakeholders its priority. The operational teams have remained in close contact with the group’s tenants to ensure continuity of services and help them through this difficult period, followed by a period of high inflation. Cofinimmo reviews the situation of its counterparties on a case- by-case basis in order to find, where appropriate, a balanced solution. In this context, Cofinimmo has recognised write-downs on trade receivables of EUR 2.0 million in 2020, with no equivalent in 2021, EUR 1.4 million in 2022 and EUR 0.3 million in 2023.
In addition to the information provided elsewhere in this document, it should be noted that :
- in the office sector, space let directly to retailers (retailers, restaurants, etc.) represents less than 0.2 % of the Group’s contractual rental income ;
- in the healthcare sector, sports and wellness centres account for less than 3 % of the Group’s contractual rental income. These centres were intermittently closed to the public from March 2020 and were not fully reopened until June 2021. However, the current contamination situation still calls for caution.
- in the distribution networks segment, the Pubstone portfolios of cafés and restaurants in Belgium and the Netherlands represent less than 10 % of the group’s contractual rental income. Although Cofinimmo’s counterparty is the AB InBev group, the world’s leading brewer with an A- rating (S&P at 16.02.2024), it cannot be ruled out that a reduction in fair value will be recognised during the financial year. recognised during the 2024 financial year, based on changes in market parameters or as a result of changes in the level of contamination due to COVID-19 and measures that could be taken by the authorities to limit it (such as a new mandatory closure of compulsory closure of pubs and restaurants).
Climate-related aspects are addressed in the ESG report and its appendices included in the 2023 universal registration document. In addition, Notes 21 (goodwill) and 22 (investment properties) to these consolidated financial statements refer to these aspects.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 315
Note 47. Sources of estimation uncertainty
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). 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).
II Financial instruments
The fair value of the group’s financial instruments is calculated on the basis of the market values in the Bloomberg 1 system. These fair values are compared with the quarterly estimations received from the banks, and major variations are analysed (more details are given in Note 25).
III Goodwill
Goodwill is calculated at the acquisition date as the positive difference between the acquisition cost and Cofinimmo’s share in the fair value of the net asset acquired.# Note 48. Alternative Performance Measure – APM
For many years, Cofinimmo has used APMs in its financial communications, in accordance with the guidelines issued by ESMA (European Securities and Market Authority) on 5 October 2015. Some of these APMs are recommended by the European Public Real Estate Association (EPRA), while others have been defined by the sector or by Cofinimmo in order to provide a better understanding of its results and performance. The APMs included in the annual report (including these financial statements) are marked with an asterisk (*). Performance indicators defined by IFRS rules or by law are not considered to be APM. Nor are indicators that are not based on income statement or balance sheet items. APMs are defined, discussed and reconciled to the most relevant financial statement line item, total or subtotal in this appendix. The definitions of APMs may differ from those of those of other similarly titled concepts in the financial statements of other entities.
APM (Alternative Performance Measures) calculation details used by Cofinimmo as at 31.12.2023
Rental income, net of rental-related expenses
Definition: Rents, less rent-free periods, concessions granted to tenants and rental-related expenses, plus compensation for early termination of the lease.
Purpose: To measure rental income, net of rent-free periods, concessions, termination indemnities and other rental-related expenses.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Rents (gross rental revenues) | 353,386 | 325,696 |
| Cost of rent-free periods | -6,318 | -6,584 |
| Concessions granted to tenants | -2,095 | -1,226 |
| Early lease termination indemnities | 1,577 | -125 |
| I. Rental income (Royal Decree of 13.07.2014 form) | 346,550 | 317,761 |
| III. Rental-related expenses | -328 | -1,367 |
| RENTAL INCOME, NET OF RENTAL-RELATED EXPENSES (ANALYTICAL FORM) | 346,222 | 316,394 |
(x 1,000 EUR)
Rental-related expenses and taxes on rented properties not recovered
Definition: Difference between rental-related expenses and taxes borne by the owner, and the recuperation of rental-related expenses and taxes borne by the tenant on rented properties.
Purpose: To measure the rental-related expenses and taxes on rented properties which are not charged to tenants.
- 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).
Taxes on buildings under renovation not recovered
Definition: Taxes borne by the owner on buildings under renovation and therefore not chargeable to tenants.
Purpose: To measure the taxes relating to properties under renovation.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Rental-related expenses and taxes on rented properties not recovered* | -6,179 | -4,112 |
| Taxes on refurbishment not recovered* | -945 | -606 |
| TOTAL | -7,124 | -4,718 |
Analytical form (x 1,000 EUR)
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| V. Recovery income of charges and taxes normally payable by the tenant on let properties | 47,973 | 41,781 |
| VII. Charges and taxes normally payable by the tenant on let properties | -55,096 | -446,499 |
| TOTAL | -7,124 | -4,718 |
Royal Decree of 13.07.2014 form (x 1,000 EUR)
Redecoration costs, net of tenant compensation for damages
Definition: Redecoration costs borne by the owner at the end of the lease, net of compensation for damage received.
Purpose: To measure the costs of redecorating the rental spaces following the departure of tenants, net of compensation for damage received from these tenants.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| IV. Recovery of property charges | 605 | 750 |
| VI. Costs payable by the tenant and borne by the owner for rental damage and redecoration at end of lease | -2,110 | -1,016 |
| REDECORATION COSTS, NET OF TENANT COMPENSATION FOR DAMAGES (ANALYTICAL FORM) | -1,505 | -266 |
(x 1,000 EUR)
Net result from core activities - group share
Definition: Net result - group share excluding result on financial instruments - group share and result on portfolio - group share.
Purpose: To measure the result of the strategic operational activities, excluding (i) the change in the fair value of financial instruments, (ii) the cost of restructuring financial instruments, and (iii) realised and unrealised gains and losses on the portfolio, or to measure the result directly impacted by the company’s property and financial management, excluding the impact related to the volatility of property and financial markets.
Calculation details as at 31.12.2023: see income statement - analytical form in the body of the press release dated 23.02.2024.
Restructuring costs of financial instruments
Definition: Impact of the recycling under the income statement of hedging instruments for which the relationship with the hedged risk was terminated, as well as the result relating to the sale of hedging instruments.
Purpose: To measure the impact on the result for the period of the restructuring of financial instruments.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Impact of the recycling under the income statement of hedging instruments for which the relationship with the hedged risk was terminated | 0 | 0 |
| Other | 0 | 0 |
| RESTRUCTURING COSTS OF FINANCIAL INSTRUMENTS | 0 | 0 |
(x 1,000 EUR)
Result on financial instruments - group share
Definition: Change in the fair value of financial instruments, plus the restructuring costs of financial instruments and the share in the result on financial instruments of associates and joint ventures, and less minority interests related to the items listed above.
Purpose: To measure unrealised gains and losses related to financial instruments, as well as the costs related to their restructuring.
Calculation details as at 31.12.2023: see income statement - analytical form in the body of the press release dated 23.02.2024.
Result on the portfolio - group share
Definition: Gains or losses on disposals of investment properties and other non-financial assets, plus/less the change in the fair value of investment properties, plus the share in the result on the portfolio of associates and joint ventures, and other items related to the portfolio and less minority interests related to the items listed above.
Purpose: To measure realised and unrealised gains and losses related to the portfolio, based on the last valuation by independent real estate valuers.
Calculation details as at 31.12.2023: see income statement - analytical form in the body of the press release dated 23.02.2024.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 317
Result per share
Definition: Results (net results from core activities – group share, result on financial instruments - group share, result on portfolio - group share*) divided by the average number of outstanding shares.
Purpose: To measure the results per share and enable a comparison with the dividend paid per share.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Net result from core activities - group share* (x 1,000 EUR) | 240,719 | 222,496 |
| Average number of outstanding shares | 34,067,897 | 32,000,642 |
| NET RESULT FROM CORE ACTIVITIES - GROUP SHARE - PER SHARE* | 7.07 | 6.95 |
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Result on financial instruments - group share* (x 1,000 EUR) | -79,480 | 216,937 |
| Average number of outstanding shares | 34,067,897 | 32,000,642 |
| RESULT ON FINANCIAL INSTRUMENTS - GROUP SHARE - PER SHARE* | -2.33 | 6.78 |
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Result on portfolio - group share* (x 1,000 EUR) | -216,735 | 43,505 |
| Average number of outstanding shares | 34,067,897 | 32,000,642 |
| RESULT ON PORTFOLIO - GROUP SHARE - PER SHARE* | -6.36 | 1.36 |
Net assets per share
Definition: Book value of the share based on the IFRS accounts, which take account of the fair value of investment properties. Amount of shareholders’ equity attributable to shareholders of the parent company, divided by the number of outstanding shares.
Purpose: To measure the value of the share based on the fair value of investment properties and enable a comparison with its share price.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Shareholders’ equity attributable to shareholders of the parent company (x 1,000 EUR) | 3,623,262 | 3,637,413 |
| Number of outstanding shares | 36,742,964 | 32,846,154 |
| REVALUED NET ASSETS PER SHARE AT FAIR VALUE (IN EUR/SHARE) | 98.61 | 110.74 |
Change in gross rental revenues on a like-for-like basis
Definition: Change from one year to the next, expressed as a percentage, of the gross rental revenues, excluding variations related to changes in scope (major renovations, acquisitions and disposals) occurring during the period.
Purpose: To identify changes in gross rental revenues which do not result from major renovations, acquisitions or disposals.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Gross rental revenues at 31.12.2022 | 325,696 | |
| To include : Variations not related to changes in scope | 17,868 | |
| Gross rental revenues at 31.12.2023 | 343,564 | |
| CHANGE IN GROSS RENTAL REVENUES ON A LIKE-FOR-LIKE BASIS | 5.5 % |
(x 1,000 EUR)
Operating costs/average value of the portfolio under management
Definition: Direct and indirect operating costs (direct property costs, property management costs and corporate management costs, corrected in the 1st, 2nd and 3rd quarters as per the effect of the application of IFRIC 21, which stipulates that taxes for which the triggering event has already occurred are recognised as at January 1st for the entire year), divided by the average value of the portfolio under management over the period, taking into account the scope inflows and outflows.
| Purpose: To measure the level of operating costs compared to the average value of the property portfolio under management.(x 1,000 EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Direct property costs | 13,847 | 14,454 |
| Of which : | ||
| - Direct property costs according to income statement | 13,847 | 14,454 |
| - IFRIC 21 effect | - | - |
| Corporate management costs | 47,407 | 46,013 |
| Of which : | ||
| - Corporate management costs according to income statement | 47,407 | 46,013 |
| - IFRIC 21 effect | - | - |
| Direct and indirect operating costs | 61,255 | 60,467 |
| Annualised direct and indirect operating costs | 61,255 | 60,467 |
| Average value of the portfolio under management over the period | 6,264,575 | 6,061,303 |
| OPERATING COSTS/AVERAGE VALUE OF THE PORTFOLIO UNDER MANAGEMENT | 0.98 % | 1.00 % |
Operating margin
Definition : Operating result (before result on the portfolio) divided by the property result, corrected in the 1st, 2nd and 3rd quarters as per the effect of the application of IFRIC 21, which stipulates that taxes for which the triggering event has already occurred are recognised as at January 1st for the entire year.
Purpose : To evaluate the company’s ability to generate profit from its sole operating activity without taking into account the financial result, taxes and result on the portfolio*.
| (x 1,000 EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Property result | 338,958 | 317,534 |
| Of which : | ||
| - Direct property costs according to income statement | 338,958 | 317,534 |
| - IFRIC 21 effect | - | - |
| Operating result (before result on the portfolio) | 277,703 | 257,067 |
| Of which : | ||
| - Corporate management costs according to income statement | 277,703 | 257,067 |
| - IFRIC 21 effect | - | - |
| OPERATING MARGIN | 81.9 % | 81.0 % |
Average cost of debt
Definition : Average interest rate of debt, obtained by dividing the interest charges recorded by the group for its various loans (on an annual basis) by the weighted average debt of the current period. The numerator corresponds to annualised net interest charges as shown in the income statement. The denominator corresponds to the average debt of the current period calculated by taking into account the daily drawdowns on loans (bank loans, bonds, commercial paper, etc,).
Purpose : To measure the average interest rate of the debt and analyse its evolution over time.
| (x 1,000 EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Interest charges recorded by the group, annualised | 39,550 | 33,349 |
| Weighted average debt over of the period | 2,896,147 | 2,762,546 |
| AVERAGE COST OF DEBT | 1.4 % | 1.2 % |
Property operating result after direct property costs
Definition : Property result less direct property costs (technical costs, commercial costs, and taxes and charges on unlet properties).
Purpose : To measure the property operating result after direct property charges, but before property management costs and corporate management costs.
| (x 1.000 EUR) | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Property result | 338,958 | 317,534 |
| IX. Technical costs | -4,555 | -6,128 |
| X. Commercial costs | -6,531 | -4,360 |
| XI. Taxes and charges on unlet properties | -2,762 | -3,966 |
| PROPERTY OPERATING RESULT AFTER DIRECT PROPERTY COSTS | 325,111 | 303,080 |
Pay-out ratio
Definition : Percentage of the net result from core activities – group share – per share* distributed by way of a dividend.
Purpose : To measure the share of the net result from core activities – group share – per share*, distributed by way of a dividend.
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Dividend per share (EUR/share) | 6.20 | 6.20 |
| Net result from core activities – group share – per share* (EUR/share) | 7.07 | 6.95 |
| PAY-OUT RATIO | 88 % | 89 % |
EPRA performance indicators calculation details used by Cofinimmo as at 31.12.2023
Cofinimmo is part of the trend towards standardised reporting, aimed at improving the quality and comparability of information, and provides investors with most of the indicators calculated according to the recommendations of the EPRA (see also chapter ‘Data according to the EPRA principle’ on pages 188-201 of this document). The following indicators are considered to be APM : EPRA Earnings, EPRA Diluted Earnings, EPRA NRV, EPRA NTA, EPRA NDV, EPRA Net Initial Yield (NIY), EPRA ‘topped-up’ NIY, EPRA vacancy rate, EPRA Costs (direct vacancy costs included), EPRA Costs (direct vacancy costs excluded), and EPRA LTV.
SECTION 10 I ANNUAL ACCOUNTS I NOTES TO THE CONSOLIDATED ACCOUNTS I 319
Statutory auditor’s report on the consolidated financial statements
In the context of the statutory audit of the consolidated financial statements of Cofinimmo SA/NV (‘the Company’) and its subsidiaries (jointly ‘the Group’), we provide you with our statutory auditor’s report. This includes our report on the consolidated financial statements for the year ended on 31 December 2023, as well as other legal and regulatory requirements. Our report is one and indivisible. We were appointed as statutory auditor by the general meeting of 10 May 2023, in accordance with the proposal of the board of directors issued on the recommendation of the audit committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended 31 December 2025. This is the first year for which we have performed the statutory audit of the consolidated financial statements of the Group.
Report on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the Group as of and for the year ended 31 December 2023, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2023, the consolidated comprehensive result, the consolidated statement of changes in shareholders’ equity and the Consolidated statement of cash flows for the year then ended and notes, comprising material accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to EUR 6.691.421.073 and the consolidated comprehensive result shows a loss for the year (share of the group) of EUR 55.496.632. In our opinion, the consolidated financial statements give a true and fair view of the Group’s equity and financial position as at 31 December 2023 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
Basis for our unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the ‘Statutory auditors’ responsibility for the audit of the consolidated financial statements’ section of our report. We have complied with the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the independence requirements. 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matter
Key audit matters are those matters that, in our professional judgement, 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.
Valuation of the investment properties and assets held for sale
We refer to the sections ‘Investment properties’ and ‘Assets held for sale’ of the consolidated statement of financial position as well as notes 2. Material accounting methods, 22. Investment properties and 27. Assets held for sale of the consolidated financial statements.
Statutory auditor’s report to the general meeting of Cofinimmo SA/NV on the consolidated financial statements as of and for the year ended 31 December 2023.
320 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Description
The investment properties and assets held for sale portfolio consists of buildings rented, held for sale, being renovated or developed. Investment properties and assets held for sale valued at fair value amount to EUR 6.231.040.472 per 31 December 2023 which represents 93 % of the total assets. Investment properties and assets held for sale are recorded at fair value on the balance sheet date (projects under development are valued at fair value, after deduction of the costs necessary to finalize the project and taking into account a risk premium linked to the risks of the project implementation). In accordance with the law applicable to regulated real estate companies, investment properties and assets held for sale are valued by external real estate experts on a quarterly basis. Valuing investment properties is complex and requires a high degree of judgment. Indeed, the fair value is determined by defining the appropriate valuation technique and depends on the assumptions used in the application of this valuation model by the independent experts. Factors such as the current market rents, rental situation, investment budgets and related transaction costs as well as the nature, condition and location of the investment property or asset held for sale have a significant impact on the fair estimated value. We have identified the valuation of investment properties and assets held for sale as a key audit matter of the audit because it represents a significant part of the consolidated balance sheet and requires a significant degree of judgment.# SECTION 10 I ANNUAL ACCOUNTS I STATUTORY AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Our audit procedures
Assisted by our real estate valuation specialists, we carried out the following audit procedures:
* Assessment of the design and implementation of the internal control measures relating to the investment properties and assets held for sale valuation process.
* Assessment of the competence, independence and integrity of the independent appraisers.
* Assessment of the valuation reports prepared by the independent appraisers for all investment properties and assets held for sale and reconciliation of the fair values with accounting and the financial statements.
* Assessment of the valuation process put in place by the independent appraisers, the performance of the real estate portfolio and the assumptions and expert judgments used.
* Comparison of the key assumptions applied with available external sector data.
* Verification of the arithmetical accuracy of the evaluation model used by the independent appraisers.
* Assessment of the integrity, accuracy and completeness of data used by independent appraisers, including rental income and other key characteristics of the underlying renting and occupancy agreements.
* Assessment, where applicable, of contracts linked to acquisitions and disposals of buildings as well as the accounting treatment of these operations.
* Assessment of the classification and adequate presentation of the investment properties in the consolidated financial statements.
* Assessment of the appropriateness and completeness of the information provided in the consolidated accounts concerning the fair value of investment properties and assets held for sale.
Other matter
The consolidated financial statements of the Group for the financial year ended on 31 December 2022 were audited by another auditor who expressed in its report dated 23 March 2023, an unqualified opinion on these consolidated financial statements.
Board of directors’ responsibilities for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as 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 related to 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 realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 ISAs 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 the users taken on the basis of these consolidated financial statements.
When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial statements in Belgium. The scope of the statutory audit of the consolidated financial statements does not extend to providing assurance on the future viability of the Group nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Group. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:
* 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 error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* Obtain an understanding of internal controls 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 board of directors.
* Conclude on the appropriateness of board of directors’ use of the going concern basis of accounting 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 auditors’ 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 auditors’ 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, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
* Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. For the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the Board of directors
The board of directors is responsible for the preparation and the content of the board of directors’ annual report on the consolidated financial statements and the other information included in the annual report.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors’/ supervisory board’s annual report on the consolidated financial statements and the other information included in the annual report, and to report on these matters.
Aspects concerning the board of directors’ annual report on the consolidated financial statements and other information included in the annual report
Based on specific work performed on the board of directors’ annual report on the consolidated financial statements, we are of the opinion that this report is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 3:32 of the Companies’ and Associations’ Code.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors’ annual report on the consolidated financial statements and other information included in the annual report:
* Risk factors
* Management report – Transactions & achievements in 2023
* Management report – Financial resources management
* Management report – Summary of the consolidated accounts
* Management report – Events after 31.12.2023
* Management report – 2024 outlook
* Corporate governance statement – Internal Control and Risk Management
* Corporate governance statement – Remuneration report
contain material misstatements, or information that is incorrectly stated or misleading.
In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.# Information about the independence
- Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the consolidated accounts and our audit firm remained independent of the Group during the term of our mandate.
- The fees for the additional engagements which are compatible with the statutory audit referred to in article 3:65 of the Companies’ and Associations’ Code were correctly stated and disclosed in the notes to the consolidated financial statements.
European Single Electronic Format (ESEF)
In accordance with the draft standard on the audit of compliance of the Financial Statements with the European Single Electronic Format (hereafter ‘ESEF’), we have audited as well whether the ESEF-format is in accordance with the regulatory technical standards as laid down in the EU Delegated Regulation nr. 2019/815 of 17 December 2018 (hereafter ‘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 (hereafter ‘digital consolidated financial statements’) included in the annual financial report. It is our responsibility to obtain sufficient and appropriate information to conclude whether the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation.
In our opinion, based on our work performed, the format of and the tagging of information in the official French version of the digital consolidated financial statements as per 31 December 2023, included in the annual financial report of Cofinimmo SA/NV, are, in all material respects, prepared in compliance with the ESEF requirements under the Delegated Regulation.
Other aspect
This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014.
Zaventem, 2 April 2024
KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises
Statutory Auditor
represented by Jean-François Kupper
Bedrijfsrevisor/Réviseur d’Entreprises
323
SECTION 10 I ANNUAL ACCOUNTS I STATUTORY AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS I
Comprehensive result (income statement) - abbreviated format
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| NET RESULT | ||
| I. Rental income (+) | 96,242 | 86,727 |
| II. Writeback of lease payments sold and discounted (+) | 0 | 0 |
| III. Rental-related expenses (+/-) | -47 | 0 |
| Net rental income | 96,195 | 86,727 |
| IV. Recovery of property charges (+) | 23 | 0 |
| V. Recovery income of charges and taxes normally payable by the tenant on rented properties (+) | 2,358 | 2,274 |
| VI. Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease (-) | -996 | 0 |
| VII. Charges and taxes normally payable by the tenant on rented properties (-) | -2,605 | -2,417 |
| VIII. Other rental income and expenditure (+/-) | 0 | 0 |
| Property result | 94,976 | 86,584 |
| IX. Technical costs (-) | -10 | -2,449 |
| X. Commercial costs (-) | -353 | -167 |
| XI. Taxes and charges on unlet properties (-) | -108 | -223 |
| XII. Property management costs (-) | -15,819 | -15,057 |
| XIII. Other property charges (-) | 0 | 0 |
| Property charges | -16,291 | -17,897 |
| Property operating result | 78,685 | 68,687 |
| XIV. Corporate management costs (-) | -6,780 | -6,453 |
| XV. Other operating income and expenses (+/-) | 0 | 0 |
| Operating result before result on the portfolio | 71,906 | 62,234 |
| XVI. Gains or losses on disposals of investment properties (+/-) | 5,562 | 0 |
| XVII. Gains or losses on disposals of other non-financial assets (+/-) | 0 | 572 |
| XVIII. Changes in the fair value of investment properties (+/-) | -15,931 | 44,098 |
| XIX. Other result on the portfolio* (+/-) | -3,471 | -3,656 |
| Operating result | 58,065 | 103,249 |
| XX. Financial income (+) | 169,146 | 159,186 |
| XXI. Net interest charges (-) | -37,915 | -26,056 |
| XXII. Other financial charges (-) | -6,154 | -1,069 |
| XXIII. Changes in the fair value of financial assets and liabilities (+/-) | -233,468 | 246,423 |
| Financial result | -108,391 | 378,484 |
| Pre-tax result | -50,325 | 481,733 |
| XXIV. Corporate tax (-) | -1,541 | -76 |
| XXV. Exit tax (-) | 0 | 0 |
| Taxes | -1,541 | -76 |
| NET RESULT | -51,866 | 481,657 |
| NET RESULT PER SHARE | -1.52 | 15.05 |
Financial statutory statements
The statutory financial statements of Cofinimmo SA/NV are summarized below in compliance with article 3:17 of the Companies and Associations Code. This is an abbreviated version. The full version of the statutory financial statements of Cofinimmo SA/NV, the management report and the statutory auditor’s report (including an unqualified opinion) relating thereto will be filed to the National Bank of Belgium within the legal deadlines, and can be obtained free of charge on the website of the company (www.cofinimmo.com) or on simple request addressed to the head office.
324
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Statement of the comprehensive result
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| I. Net result | -51,866 | 481,657 |
| II. Other elements of the comprehensive result | 0 | 0 |
| A. Impact on fair value of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 0 | 0 |
| B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under IFRS | 0 | 0 |
| C. Changes in the fair value of financial assets held for sale | 0 | 0 |
| D. Currency translation differences linked to conversion of foreign activities | 0 | 0 |
| E. Actuarial gains and losses of defined benefit pension plans | 0 | 0 |
| F. Income tax relating to ‘Other elements of comprehensive result’ | 0 | 0 |
| G. Other elements of ‘comprehensive result’, net of tax | 0 | 0 |
| COMPREHENSIVE RESULT (I+II) | -51,866 | 481,657 |
Appropriations and deductions
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| A. NET RESULT | -51,866 | 481,657 |
| B. TRANSFER FROM/TO RESERVES | 280,086 | -277,587 |
| Transfer to the reserve of the positive balance of changes in the fair value of investment properties | 0 | -99,004 |
| Financial year | 0 | -99,004 |
| Prior years | 0 | 0 |
| Transfer to the reserve of the negative balance of changes in the fair value of investment properties | 181,803 | 0 |
| Financial year | 181,803 | 0 |
| Prior years | 0 | 0 |
| Transfer to/from 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 (-) | 67,596 | -190,735 |
| Financial year | 67,596 | -190,735 |
| Prior years | 0 | 0 |
| Transfer to other reserves | -85 | -20 |
| Transfer from the result carried forward of previous years | 30,772 | 12,171 |
| C. REMUNERATION OF THE CAPITAL | -97,527 | -133,536 |
| Distribution provided for in article 13, § 1, first paragraph of the royal decree of 13.07.2014 | -97,527 | -133,536 |
| D. REMUNERATION OF THE CAPITAL FOR FINANCIAL YEAR - OTHER THAN C. | -130,692 | -70,533 |
| Dividends | -130,280 | -70,145 |
| Profit-sharing scheme | -412 | -388 |
| E. RESULT TO BE CARRIED FORWARD | 188,052 | 155,853 |
The allocation of the result (which will be presented to the next annual general meeting) starts with RREC’s statutory net result (-51.9 million EUR for 2023). Non-cash elements, such as changes in the fair value of property assets and hedging instruments, are allocated to the relevant reserves. Point C then shows the amount resulting from the distribution obligation pursuant to the Royal decree of 13.07.2014 (see page 327), while point D shows the additional amount proposed for the return of capital. The gross dividend to be proposed to the annual general meeting on 08.05.2024 will be 6.20 EUR per share for the 2023 financial year, i.e. 228 million EUR, which is higher than the amount set out in the distribution obligation.
325
SECTION 10 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I
Statement of financial situation (balance sheet) - abbreviated format
(x 1,000 EUR)
| 2023 | 2022 | |
|---|---|---|
| I. Non-current assets | 6,067,029 | 6,028,320 |
| A. Goodwill | 0 | 0 |
| B. Intangible assets | 2,128 | 2,374 |
| C. Investment properties | 1,682,323 | 1,710,322 |
| D. Other tangible assets | 1,889 | 2,178 |
| E. Non-current financial assets | 4,285,938 | 4,218,313 |
| F. Finance lease receivables | 94,451 | 94,816 |
| G. Trade receivables and other non-current assets | 299 | 317 |
| H. Deferred taxes | 0 | 0 |
| II. Current assets | 63,471 | 61,472 |
| A. Assets held for sale | 0 | 0 |
| B. Current financial assets | 573 | 642 |
| C. Finance lease receivables | 2,187 | 2,611 |
| D. Trade receivables | 15,700 | 24,968 |
| E. Tax receivables and other current assets | 17,270 | 7,334 |
| F. Cash and cash equivalents | 1,944 | 3,460 |
| G. Deferred charges and accrued income | 25,798 | 22,456 |
| TOTAL ASSETS | 6,130,500 | 6,089,792 |
| SHAREHOLDERS’ EQUITY | 3,626,464 | 3,637,197 |
| A. Capital | 1,970,211 | 1,761,872 |
| B. Share premium account | 975,711 | 1,015,206 |
| C. Reserves | 732,409 | 378,462 |
| D. Net result for the financial year | -51,866 | 481,657 |
| LIABILITIES | 2,504,036 | 2,452,594 |
| I. Non-current liabilities | 1,614,280 | 1,558,341 |
| A. Provisions | 27,353 | 23,976 |
| B. Non-current financial debts | 1,573,571 | 1,526,009 |
| a. Credit institutions | 392,647 | 306,256 |
| b. Finance lease | 0 | 0 |
| c. Other | 1,180,924 | 1,219,753 |
| C. Other non-current financial liabilities | 6,032 | 2,021 |
| D. Trade debts and other non-current debts | 0 | 0 |
| E. Other non-current liabilities | 0 | 0 |
| F. Deferred taxes | 7,324 | 6,336 |
| a. Exit tax | 0 | 0 |
| b. Other | 7,324 | 6,336 |
| II. Current liabilities | 889,756 | 894,253 |
| A. Provisions | 0 | 0 |
| B. Current financial debts | 846,194 | 852,087 |
| a. Credit establishments | 846,194 | 852,087 |
| b. Finance lease | 0 | 0 |
| c. Other | 0 | 0 |
| C. Other current financial liabilities | 0 | 0 |
| D. Trade debts and other current debts | 39,410 | 38,133 |
| a. Exit tax | 0 | 0 |
| b. Other | 39,410 | 38,133 |
| E. Other current liabilities | 0 | 0 |
| Accrued charges and deferred income 4,153 4,033 | ||
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 6,130,500 6,089,792 | ||
| 326 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I |
Calculation of the debt-to-assets ratio
| (x 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| Non-current financial debts | 1,573,571 | 1,526,009 |
| Other non-current financial liabilities (except hedging instruments) | 592 | 517 |
| Current financial debts | 846,194 | 852,087 |
| Trade debts and other current debts | 39,410 | 38,133 |
| Uncalled amounts of acquired securities | 1,260 | 180 |
| Total debt = | 2,461,026 | 2,416,926 |
| Total assets | 6,130,500 | 6,089,792 |
| Hedging instruments | -84,199 | -147,812 |
| Total assets (except hedging instruments) = | 6,046,301 | 5,941,979 |
| DEBT-TO-ASSETS RATIO / | 40.70 % | 40.68 % |
Obligation to distribute dividends according to the Royal decree of 13.07.2014 concerning RRECs
| (x 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| Net result | -51,866 | 481,657 |
| Depreciation (+) | 1,860 | 1,675 |
| Impairments (+) | 47 | 0 |
| Writeback of impairments (-) | 0 | 0 |
| Writeback of lease payments sold and discounted (-) | 0 | 0 |
| Other non-cash elements (+/-) | 71,423 | -189,445 |
| Result on disposal of property assets (+/-) | -5,562 | -572 |
| Changes in fair value of investment properties (+/-) | 181,803 | -99,004 |
| Corrected result (A) | 197,704 | 194,311 |
| Capital gains and losses realised ¹ on property assets during the financial year (+/-) | -39,455 | -27,590 |
| Realised gains ¹ on property assets during the year, exempt from the obligation to distribute if reinvested within four years (-) | -36,340 | 199 |
| 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) | -75,795 | -27,391 |
| TOTAL (A+B) x 80 % | 97,527 | 133,536 |
| Debt decrease (-) | 0 | 0 |
| OBLIGATION TO DISTRIBUTE DIVIDENDS | 97,527 | 133,536 |
The distribution obligation pursuant the Royal decree of 13.07.2014 is obtained by deducting from the RREC’s statutory net result (-51.9 million EUR for 2023) the main non-cash elements such as depreciation, changes in the fair value of property assets or changes in the fair value of hedging instruments (included under ‘other non-cash elements’). In addition to these items, the profit or loss on sale of property assets during the year (compared to the fair value at the end of the previous financial year) is excluded from the distribution obligation (at the level of adjusted profit or loss) in order to include the historical capital gains or losses (compared to the acquisition value) on assets sold during the year. Given the historical capital losses on assets sold in 2023, the distribution obligation is reduced by these amounts. The distribution obligation is then equal to 80 % of the sum of the adjusted result and the historical capital gains or losses (97.5 million EUR for 2023), subject to a debt reduction that would reduce this obligation if necessary (which was not the case in 2023).
¹ Compared to the acquisition value plus the capitalised renovation costs.
327 SECTION 10 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I
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 31.12.2023 | Allocation proposed at the general meeting of 08.05.2024 Proforma A 31.12.2023 | Distribution proposed at the general meeting of 08.05.2024 Proforma B 31.12.2023 |
|---|---|---|---|
| Total balance sheet | 6,130,500 | 0 | 6,130,500 |
| Provision | -27,353 | 0 | -27,353 |
| Liabilities | -2,476,683 | 0 | -2,476,683 |
| Net assets | 3,626,464 | 0 | 3,626,464 |
| Distribution of dividends and profit-sharing plan | 0 | 0 | 0 |
| Net assets after distribution | 3,626,464 | 0 | 3,626,464 |
| Capital | 1,970,211 | 0 | 1,970,211 |
| Unavailable share premiums | 356,214 | 0 | 356,214 |
| Available share premiums | 619,496 | 0 | 619,496 |
| Reserve of the positive balance of changes in the fair value of property assets | 369,917 | -181,803 | 188,114 |
| Reserve of the estimated transaction costs and rights resulting from the hypothetical disposal of investment properties | 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 |
| Reserve of the balance of the changes in the fair value of authorised hedging instruments not qualifying for hedge accounting | 145,457 | -67,596 | 77,861 |
| Reserve for treasury shares | -2,399 | 0 | -2,399 |
| Other reserves declared non-distributable by the general meeting | 610 | 85 | 695 |
| Legal reserve | 0 | 0 | 0 |
| Result carried forward | 218,824 | 197,448 | 416,271 |
| Annual result | -51,866 | 51,866 | 0 |
| Total equity | 3,626,464 | 0 | 3,626,464 |
The table above shows the proforma change in equity resulting from the capital allocation and remuneration proposed to the annual general meeting on 08.05.2024. The ‘Allocation’ column shows the proposed appropriation for the year 2023, which will be submitted to the next annual general meeting (see table of appropriation on page 325). The main items not allocated in ‘Result carried forward’ are changes in fair value of property assets and hedging instruments (non-cash elements). The proposed return on capital (228 million EUR, based on a gross dividend of 6.20 EUR per share for the 2023 financial year) is higher than the amount resulting from the RREC’s distribution obligation (97.5 million EUR). This means that Cofinimmo will propose the payment of a dividend higher than the minimum required by the Royal decree of 13.07.2014.
328 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Equity that cannot be distributed according to article 7:212 of the Code of companies and associations
| (x 1,000 EUR) | 2023 | 2022 |
|---|---|---|
| Total balance sheet | 6,130,500 | 6,089,792 |
| Provision | -27,353 | -23,976 |
| Liabilities | -2,476,683 | -2,428,619 |
| Net assets | 3,626,464 | 3,637,197 |
| Distribution of dividends and profit-sharing plan | -228,220 | -204,069 |
| Net assets after distribution | 3,398,244 | 3,433,128 |
| Paid-up capital or, if greater, subscribed capital | 1,970,211 | 1,761,872 |
| 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 | 188,114 | 324,899 |
| 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 | 77,861 | 176,791 |
| Reserve for treasury shares | 0 | 0 |
| Other reserves declared non distributable by the general meeting | 695 | 909 |
| Legal reserve | 0 | 0 |
| Non-distributable equity according to article 7:212 of Code of companies and associations | 2,593,095 | 2,620,686 |
| Margin remaining after distribution | 805,149 | 812,442 |
The general meeting of 28.07.2020 decided to reduce the unavailable ‘Share Premiums’ account by 450 million EUR by transfer to an available ‘Share Premiums’ account. Proforma for the allocation and remuneration of capital that will be proposed to the general meeting of 08.05.2024 (see previous table), the net assets after distribution exceed the non-distributable equity pursuant to Article 7:212 of the Code of Companies and Associations by 805 million EUR. This non-distributable equity consists mainly of paid-up capital, unavailable share premiums (Cofinimmo also has available share premiums that are considered distributable) and fair value reserves for property assets and hedging instruments.
X Nursing and care home - Lünenburg (DE)
329 SECTION 10 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I
Consolidated statement of changes in 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 and maturity of financial instrument | 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 |
| Result carried forward | 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 |
| (x 1,000 EUR) | At 31.12.2022 | 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 and maturity of financial instrument | Other | Result of the financial year | At 31.12.2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,761,872 | 0 | 0 | 208,339 | 0 | 0 | 0 | 0 | 0 | 1,970,211 |
| Share premiums | 1,015,206 | 0 | 0 | 36,300 | 0 | 0 | -75,795 | 0 | 0 | 975,711 |
| Reserves | 378,462 | 481,657 | -204,069 | 0 | 528 | 0 | 75,795 | 35 | 0 | 732,409 |
| Reserve of the balance of changes in the fair value of property assets | 225,895 | 99,004 | 0 | 0 | 0 | 0 | ||||
| ```# Consolidated statement of changes in 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 and maturity of financial instrument | 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 | 994,904 | 0 | 0 | 50,204 | 0 | -29,901 | 0 | 0 | 1,015,206 |
| Reserves | 278,997 | 261,635 | -190,640 | 0 | -1,388 | 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 | 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 |
| 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 |
| 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 | -3,930 | 0 | 0 | -13,944 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -1,000 | 51 | 0 | 0 | -1,388 | 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 |
| Result carried forward | 204,418 | 148,498 | -190,640 | 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 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,234,052 | 0 | -190,640 | 113,559 | -1,388 | 0 | 0 | -44 | 481,657 |
(x 1,000 EUR)
At 31.12.2022
| 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 and maturity of financial instrument | Other | Result of the financial year | At 31.12.2023 | |
|---|---|---|---|---|---|---|---|---|---|
| Capital | 1,761,872 | 0 | 0 | 208,339 | 0 | 0 | 0 | 0 | 1,970,211 |
| Share premiums | 1,015,206 | 0 | 0 | 36,300 | 0 | -75,795 | 0 | 0 | 975,711 |
| Reserves | 378,462 | 481,657 | -204,069 | 0 | 528 | 75,795 | 35 | 0 | 732,409 |
| Reserve of the balance of changes in the fair value of property assets | 225,895 | 99,004 | 0 | 0 | 0 | 45,017 | 0 | 0 | 369,917 |
| Reserve of estimated transaction costs resulting from the hypothetical disposal of investment properties | 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 |
| 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 | -13,944 | 190,735 | 0 | 0 | 0 | -31,334 | 0 | 0 | 145,457 |
| Distributable reserve | 824 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 824 |
| Non-distributable reserve | -2,337 | 20 | 0 | 0 | 528 | 0 | 0 | 0 | -1,789 |
| 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 |
| Result carried forward | 168,024 | 191,898 | -204,069 | 0 | 0 | 62,111 | 35 | 0 | 218,000 |
| Net result of the financial year | 481,657 | -481,657 | 0 | 0 | 0 | 0 | 0 | 0 | -51,866 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,637,197 | 0 | -204,069 | 244,638 | 528 | 0 | 0 | 35 | -51,866 |
330 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Consolidated statement of changes in shareholders’ equity
SECTION 10 I ANNUAL ACCOUNTS I FINANCIAL STATUTORY STATEMENTS I appendices to the ESG report I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 332
EPRA performance indicators 334 Dashboard 354 Link between topics of Cofinimmo and SDGs 358 GRI content index 360 Auditor report 364
Contents appendices to the ESG report
X Healthcare campus - Viersen (DE) 333
SECTION 11 I APPENDICES TO THE ESG REPORT I 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), promoted 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 the operational multi-tenant leases, and medical office buildings (281,439/2,707,569 m²). Their ‘GHG’ emissions are considered as scopes 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 90 % 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 158-201). 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 336-337).
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.
The 11 (parts of) buildings in the PPP segment correspond to 7 contracts. The coverage of their electricity consumption is used as a reference for the indirect GHG emissions of the directly managed portfolio.
For electricity, water and fuels, the directly managed portfolio coverage is more than 90 %. The coverage for waste is more than 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, a formula is used that takes the previous year’s consumption as an estimate to fill in the same missing period in the current year (for example : consumption for the period from April 2022 to May 2022 will be used to estimate consumption for the missing period in 2023, from April 2023 to May 2023). 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 the previous year. For Cofinimmo’s head office, no data has been estimated.
Third-party assurance
In accordance with ISAE 3000, all the environmental, social and governance performance indicators included on pages 334- 353 have been subject to a third-party assurance by KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises (see the ‘Statutory Auditor’s report’). This report provides an external and objective per- spective 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 (72 % 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 (63 %) or by the distribution network’s manager with the formal agreement of the tenant (37 %). For multi-tenant office buildings and healthcare properties for which Cofinimmo Services and Superstone provide property management (10 % of the portfolio), Cofinimmo can only act on the consumption of the shared technical equipment of these assets.
EPRA sBPR Award
In September 2023, the European asso- ciation of listed real estate compa- nies EPRA granted Cofinimmo, among other leading European listed companies, an sBPR award for the 12 th consecutive year for the quality of its sustainability report.
334 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Normalisation
The normalisation is clearly indicated for each indicator. Fuel consumption is usually normalised to assess the rigours of the cli- mate. 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). The 15/15 degree-days in Uccle/Ukkel are used for all countries. 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 in a separate table. 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, the results of each indicator for the head office (measurements as well as evolution of the measurements) are shown in a separate table. For the head office, no estimate has been made and the coverage is 100 % for each indicator. Head office data is not included in the third-party assurance performed by KPMG.
The social performance indicators related to the employees cover all employees (154 people as at 01.01.2024) in Belgium (127 people), in France (4 people), in the Netherlands (6 people), in Germany (12 people) and in Spain (5 people). The other countries where Cofinimmo is active (Ireland, Italy, the United Kingdom and Finland) are managed from the Brussels head office.
All the other environmental performance indicators only cover the surface areas in Belgium (3,868 m²), since the surface areas occupied in France (93 m²), the Netherlands (35 m²), Germany (approx. 30 m²), and Spain (approx. 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 2022-2023 like-for-like analysis.
On a like-for-like basis, there was a 3.9 % decrease in emissions for investment property, with the following breakdown:
* a 10.7 % decrease in scopes 1 and 2;
* a 2.4 % 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):
* selective asset rotation (divestments) within the portfolio
* development projects and maintenance programme in combination with mild weather conditions.
Water consumption per m² is four 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 3.5 % is observed. An action plan is implemented for further monitoring.
With a like-for-like asset mix, the quantities of waste in tonnes increased by 11.5 % and 47 % 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 2023. Higher usage within the portfolio coupled with a higher occupancy rate has led to a higher waste production.
The 27 buildings with BREEAM or BREEAM-equivalent certifications represent approximately 9 % 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 2023 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 335
SECTION 11 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 | 1,786,671 | 1,436,787 | 1,173,409 | 1,190,968 | 878,279 | 68,825 | 38,865 | 1,436,787 | 1,173,409 | 0 | 0 | 1,216,811 | 900,158 | 0 |
| Distribution networks | 308,917 | 29,061 | 17,195 | 28,499 | 26,236 | 0 | 0 | 29,061 | 17,195 | 0 | 0 | 9,043 | 9,043 | 9,043 |
| Single-tenant offices | 109,156 | 93,582 | 47,600 | 98,708 | 52,726 | 0 | 0 | 93,582 | 47,600 | 0 | 0 | 70,054 | 20,337 | 14,886 |
| TOTAL indirectly managed | 2,204,744 | 1,559,430 | 1,238,203 | 1,318,175 | 957,241 | 68,825 | 38,865 | 1,559,430 | 1,238,203 | 0 | 0 | 1,295,908 | 929,538 | 23,929 |
| Medical office buildings | 59,369 | 57,688 | 49,582 | 40,177 | 40,177 | 4,549 | 0 | 57,688 | 49,582 | 40,177 | 40,177 | 59,369 | 50,902 | 28,312 |
| Multi-tenant offices | 210,475 | 210,475 | 210,475 | 210,475 | 204,270 | 0 | 0 | 210,475 | 210,475 | 210,475 | 204,270 | 193,860 | 166,254 | 204,270 |
| TOTAL directly managed | 269,844 | 268,163 | 260,057 | 250,652 | 244,447 | 4,549 | 0 | 268,163 | 260,057 | 250,652 | 244,447 | 253,229 | 217,156 | 232,582 |
| TOTAL INVESTMENT PROPERTIES | 2,474,588 | 1,827,593 | 1,498,261 | 1,568,827 | 1,201,688 | 73,374 | 38,865 | 1,827,593 | 1,498,261 | 250,652 | 244,447 | 1,549,137 | 1,146,694 | 256,511 |
| TOTAL Assets held for sale indirectly managed | 15,317 | 15,317 | 0 | 2,360 | 0 | 0 | 0 | 15,317 | 0 | 0 | 0 | 15,317 | 0 | 0 |
| TOTAL Assets held for sale directly managed | 11,595 | 11,595 | 11,595 | 11,595 | 11,595 | 0 | 0 | 11,595 | 11,595 | 11,595 | 11,595 | 11,595 | 11,595 | 11,595 |
| TOTAL CONSOLIDATED PORTFOLIO | 2,501,500 | 1,854,505 | 1,509,856 | 1,582,782 | 1,213,283 | 73,374 | 38,865 | 1,854,505 | 1,509,856 | 262,247 | 256,042 | 1,576,049 | 1,158,289 | 268,106 |
| PPP under finance lease | 150,473 | 138,855 | 115,532 | 135,659 | 112,336 | 0 | 0 | 138,855 | 115,532 | 0 | 0 | 66,723 | 39,600 | 28,316 |
| Other finance leases | 55,596 | 39,602 | 39,602 | 0 | 0 | 0 | 0 | 39,602 | 39,602 | 0 | 0 | 0 | 0 | 0 |
| TOTAL | 2,707,569 | 2,032,962 | 1,664,990 | 1,718,441 | 1,325,619 | 73,374 | 38,865 | 2,032,962 | 1,664,990 | 262,247 | 256,042 | 1,642,772 | 1,197,889 | 296,422 |
| 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 | 210,475 | 210,475 | 210,475 | 210,475 | 204,270 | 0 | 0 | 210,475 | 210,475 | 210,475 | 204,270 | 193,860 | 166,254 | 204,270 |
| Private (purchase by landlord) | 132,044 | 132,044 | 132,044 | 132,044 | 132,044 | 0 | 0 | 132,044 | 132,044 | 132,044 | 132,044 | 132,044 | 132,044 | 132,044 |
| Private (purchase by tenant) | 78,431 | 78,431 | 78,431 | 78,431 | 78,431 | 0 | 0 | 78,431 | 78,431 | 78,431 | 78,431 | 78,431 | 78,431 | 78,431 |
| 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) | 611,727 | 560,988 | 439,256 | 529,536 | 360,277 | 0 | 0 | 560,988 | 439,256 | 0 | 0 | 523,842 | 332,458 | 0 |
| Healthcare real estate (FR) | 321,042 | 228,912 | 193,787 | 176,616 | 154,746 | 6,319 | 0 | 228,912 | 193,787 | 0 | 0 | 165,611 | 118,845 | 0 |
| Healthcare real estate + Medical office buildings (NL) | 200,694 | 199,013 | 183,446 | 154,440 | 148,750 | 2,000 | 0 | 199,013 | 183,446 | 40,177 | 40,177 | 192,007 | 176,347 | 28,312 |
| Healthcare real estate (DE) | 407,476 | 282,618 | 230,971 | 266,652 | 193,766 | 44,663 | 34,923 | 282,618 | 230,971 | 0 | 0 | 323,914 | 250,207 | 0 |
| Healthcare real estate + Medical office buildings (Other) | 320,418 | 238,261 | 175,531 | 106,261 | 60,917 | 20,392 | 3,942 | 238,261 | 175,531 | 0 | 0 | 86,123 | 73,203 | 0 |
| TOTAL Healthcare real estate | 1,861,357 | 1,509,792 | 1,222,991 | 1,233,505 | 918,456 | 73,374 | 38,865 | 1,509,792 | 1,222,991 | 40,177 | 40,177 | 1,291,497 | 951,060 | 28,312 |
| TOTAL Offices | 331,226 | 315,652 | 269,670 | 320,778 | 268,591 | 0 | 0 | 315,652 | 269,670 | 222,070 | 215,865 | 275,509 | 198,186 | 230,751 |
| TOTAL Healthcare real estate + Offices | 2,192,583 | 1,825,444 | 1,492,661 | 1,554,283 | 1,187,047 | 73,374 | 38,865 | 1,825,444 | 1,492,661 | 262,247 | 256,042 | 1,567,006 | 1,149,246 | 259,063 |
on pages 142-144. The objectives relating to the coverage of energy intensity and GHG emissions are included in the ‘Dashboard‘ (see pages 354-357).
The ratio of basic salary and remuneration for women and men is stable overall.
Publication
The environmental and social indicators are published in full in this chapter (see pages 334-353). The information relating to the governance indicators is published in the ‘Corporate Governance Statement’ chapter (see pages 204-229).
Reporting period
The indicators cover the period from 01.01.2023 to 31.12.2023. A comparison is made with the 2022 figures. No adjustments were made to the 2022 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 120-125). This analysis showed that all the EPRA performance indicators are material and therefore listed on the following pages
X Office building
The Gradient - Brussels decentralised (BE)
336 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 | 1,786,671 | 1,436,787 | 1,173,409 | 1,190,968 | 878,279 | 68,825 | 38,865 | 1,436,787 | 1,173,409 | 0 | 0 | 1,216,811 | 900,158 | 0 |
| Distribution networks | 308,917 | 29,061 | 17,195 | 28,499 | 26,236 | 0 | 0 | 29,061 | 17,195 | 0 | 0 | 9,043 | 9,043 | 9,043 |
| Single-tenant offices | 109,156 | 93,582 | 47,600 | 98,708 | 52,726 | 0 | 0 | 93,582 | 47,600 | 0 | 0 | 70,054 | 20,337 | 14,886 |
| TOTAL indirectly managed | 2,204,744 | 1,559,430 | 1,238,203 | 1,318,175 | 957,241 | 68,825 | 38,865 | 1,559,430 | 1,238,203 | 0 | 0 | 1,295,908 | 929,538 | 23,929 |
| Medical office buildings | 59,369 | 57,688 | 49,582 | 40,177 | 40,177 | 4,549 | 0 | 57,688 | 49,582 | 40,177 | 40,177 | 59,369 | 50,902 | 28,312 |
| Multi-tenant offices | 210,475 | 210,475 | 210,475 | 210,475 | 204,270 | 0 | 0 | 210,475 | 210,475 | 210,475 | 204,270 | 193,860 | 166,254 | 204,270 |
| TOTAL directly managed | 269,844 | 268,163 | 260,057 | 250,652 | 244,447 | 4,549 | 0 | 268,163 | 260,057 | 250,652 | 244,447 | 253,229 | 217,156 | 232,582 |
| TOTAL INVESTMENT PROPERTIES | 2,474,588 | 1,827,593 | 1,498,261 | 1,568,827 | 1,201,688 | 73,374 | 38,865 | 1,827,593 | 1,498,261 | 250,652 | 244,447 | 1,549,137 | 1,146,694 | 256,511 |
Environmental performance indicators
Energy intensity (kWh/m²/year)
Based on disclosures GRI 302-3
Ratio between total energy consumed yearly from all sources, i.e. electricity, fuel, urban heating and refrigeration, divided per surface unit. The total energy consumed, or numerator, corresponds to the sum of the following three indicators in absolute terms : electricity, energy from district heating and fuels.
| \multicolumn{2}{c | }{Elec-Int} | \multicolumn{2}{c | }{DH&C-Int} | \multicolumn{2}{c | }{Fuels-Int} | \multicolumn{2}{c | }{Energy-Int} | \multicolumn{2}{c | }{Energy-Int-LfL} | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | |
| Healthcare real estate | 52 | 55 | -5.6 % | 70 | 90 | -21.8 % | 97 | 94 | 3.0 % | 152 |
| Distribution networks | 54 | 59 | -9.1 % | 0 | 0 | 0.0 % | 72 | 76 | -5.3 % | 126 |
| Single-tenant offices | 57 | 225 | -74.6 % | 0 | 0 | 0.0 % | 52 | 66 | -22.3 % | 109 |
| TOTAL indirectly managed | 52 | 68 | -23.5 % | 70 | 90 | -21.8 % | 93 | 91 | 2.2 % | 149 |
| Medical office buildings | 82 | 77 | 5.4 % | 122 | 0 | 0.0 % | 44 | 44 | 0.3 % | 138 |
| Multi-tenant offices | 80 | 80 | -0.3 % | 0 | 0 | 0.0 % | 56 | 63 | -12.4 % | 135 |
| TOTAL directly managed | 80 | 80 | 0.6 % | 122 | 0 | 0.0 % | 53 | 60 | -10.9 % | 136 |
| TOTAL INVESTMENT PROPERTIES | 56 | 70 | -19.9 % | 73 | 90 | -18.2 % | 87 | 85 | 2.2 % | 146 |
| TOTAL Assets held for sale indirectly managed | 8 | 0 | 0.0 % | 0 | 0 | 0.0 % | 121 | 0 | 0.0 % | 129 |
| TOTAL Assets held for sale directly managed | 67 | 66 | 0.7 % | 0 | 0 | 0.0 % | 76 | 63 | 20.5 % | 142 |
| TOTAL CONSOLIDATED PORTFOLIO | 56 | 70 | -20.2 % | 73 | 90 | -18.2 % | 87 | 84 | 3.7 % | 146 |
| PPP under finance lease | 43 | 40 | 7.7 % | 0 | 0 | 0.0 % | 39 | 138 | -71.7 % | 82 |
| Other finance leases | 75 | 82 | -8.9 % | 0 | 0 | 0.0 % | 0 | 31 | -100.0 % | 75 |
| TOTAL | 55 | 68 | -19.2 % | 73 | 90 | -18.2 % | 83 | 87 | -4.3 % | 142 |
- 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 the Netherlands.
- The 2022-2023 like-for-like change for finance lease PPPs is due to an error in the 2022 fuel figures. Taking into account the corrected 2022 like-for-like energy intensity, a reduction of 6.8 % is achieved. This means that even after the correction, the trend remains in line with the energy intensity reduction targets.
| \multicolumn{2}{c | }{Elec-Int} | \multicolumn{2}{c | }{DH&C-Int} | \multicolumn{2}{c | }{Fuels-Int} | \multicolumn{2}{c | }{Energy-Int} | \multicolumn{2}{c | }{Energy-Int-LfL} | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | |
| Healthcare real estate (BE) | 41 | 43 | -3.2 % | 0 | 0 | 0.0 % | 106 | 110 | -3.8 % | 147 |
| Healthcare real estate (FR) | 74 | 84 | -11.8 % | 70 | 0 | 0.0 % | 89 | 77 | 16.4 % | 166 |
| Healthcare real estate + Medical office buildings (NL) | 70 | 68 | 3.3 % | 38 | 0 | 0.0 % | 80 | 90 | -11.6 % | 150 |
| Healthcare real estate (DE) | 37 | 32 | 16.4 % | 71 | 88 | -19.0 % | 94 | 87 | 8.4 % | 142 |
| Healthcare real estate + Medical office buildings (Other) | 60 | 74 | -18.5 % | 82 | 96 | -14.3 % | 81 | 62 | 29.5 % | 154 |
| TOTAL Healthcare real estate | 52 | 56 | -5.8 % | 73 | 90 | -18.2 % | 95 | 91 | 4.7 % | 152 |
| TOTAL Offices | 73 | 118 | -38.4 % | 0 | 0 | 0.0 % | 55 | 64 | -14.2 % | 128 |
| TOTAL Healthcare real estate + Offices | 56 | 70 | -20.3 % | 73 | 90 | -18.2 % | 87 | 84 | 3.8 % | 146 |
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).
| | \multicolumn{2}{c|}{Number/ total of buildings} | \multicolumn{2}{c|}{Coverage in m²} | \multicolumn{2}{c|}{Elec-Abs} | \multicolumn{2}{c|}{Elec-LfL} | \multicolumn{2}{c|}{Electricity from renewable sources} | \multicolumn{2}{c|}{Estimated electricity consumption} |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ |
| Healthcare real estate | 250/294 | 80 % | 74,101 | 68,979 | 61,682 | 64,071 | -3.7 % | 3.6 % | 9.7 % | -3.7 % | 9.7 % |
| Distribution networks | 35/854 | 9 % | 1,559 | 1,077 | 1,132 | 1,065 | 6.3 % | 14.6 % | 22.8 % | 6.3 % | 14.6 % |
| Single-tenant offices | 10/13 | 86 % | 5,140 | 24,184 | 2,354 | 2,780 | -15.3 % | 2.9 % | 6.6 % | -15.3 % | 2.9 % |
| TOTAL indirectly managed | 295/1,161 | 71 % | 80,800 | 94,241 | 65,168 | 67,917 | -4.0 % | 3.7 % | 9.7 % | -4.0 % | 3.7 % |
| Medical office buildings | 19/20 | 97 % | 4,703 | 3,835 | 3,877 | 3,835 | 1.1 % | 12.2 % | 0.0 % | 1.1 % | 12.2 % |
| Multi-tenant office | 26/26 | 100 % | 16,778 | 19,656 | 16,778 | 16,603 | 1.1 % | 0.0 % | 6.4 % | 1.1 % | 0.0 % |
| TOTAL directly managed | 45/46 | 99 % | 21,481 | 23,841 | 20,656 | 20,438 | 1.1 % | 2.7 % | 5.0 % | 1.1 % | 2.7 % |
| TOTAL INVESTMENT PROPERTIES | 340/1,207 | 74 % | 102,281 | 118,081 | 85,823 | 88,355 | -2.9 % | 3.5 % | 8.7 % | -2.9 % | 3.5 % |
| TOTAL Assets held for sale indirectly managed | 2/2 | 100 % | 124 | 0 | 0 | 0 | 0.0 % | 0.0 % | 40.8 % | 0.0 % | 0.0 % |
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 771 | 2,507 | 771 | 794 | -2.8 % | 0.0 % | 4.1 % | -2.8 % | 0.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 344/1,211 | 74 % | 103,177 | 120,588 | 86,595 | 89,148 | -2.9 % | 3.5 % | 8.8 % | -2.9 % | 3.5 % |
| PPP under finance lease | 6/11 | 92 % | 5,920 | 4,572 | 4,462 | 4,572 | -2.4 % | 6.2 % | 0.4 % | -2.4 % | 6.2 % |
| Other finance leases | 7/9 | 71 % | 2,964 | 4,016 | 2,964 | 3,424 | -13.4 % | 0.0 % | 34.0 % | -13.4 % | 0.0 % |
| TOTAL | 357/1,231 | 75 % | 112,061 | 129,176 | 94,021 | 97,144 | -3.2 % | 3.5 % | 9.0 % | -3.2 % | 3.5 % |
- 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 (see table below).
- 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 the Netherlands.
| | \multicolumn{2}{c|}{Number/ total of buildings} | \multicolumn{2}{c|}{Coverage in m²} | \multicolumn{2}{c|}{Elec-Abs private} | \multicolumn{2}{c|}{Elec-Abs shared} | \multicolumn{2}{c|}{Elec-Abs} | \multicolumn{2}{c|}{Electricity from renewable sources} | \multicolumn{2}{c|}{Estimated electricity consumption} |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ |
| Multi-tenant offices | 26/26 | 100 % | 8,450 | 9,378 | -9.9 % | 8,329 | 10,278 | -19.0 % | 16,778 | 19,656 | -14.6 % | 0.0 % | 6.4 % | |
| Private (purchase by landlord) | 14/14 | 100 % | 6,340 | 6,512 | -2.6 % | 6,123 | 6,851 | -10.6 % | 12,463 | 13,881 | -11.4 % | 0.0 % | 0.7 % | |
| Private (purchase by tenant) | 12/12 | 100 % | 2,109 | 2,866 | -26.4 % | 2,206 | 3,427 | -35.6 % | 4,316 | 6,393 | -31.4 % | 0.0 % | 23.0 % | |
| | \multicolumn{2}{c|}{Number/ total of buildings} | \multicolumn{2}{c|}{Coverage in m²} | \multicolumn{2}{c|}{Elec-Abs} | \multicolumn{2}{c|}{Elec-LfL} | \multicolumn{2}{c|}{Electricity from renewable sources} | \multicolumn{2}{c|}{Estimated electricity consumption} |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | ∆ |
| Healthcare real estate (BE) | 82/90 | 92 % | 23,174 | 19,549 | 18,235 | 18,911 | -3.6 % | 8.8 % | 14.3 % | -3.6 % | 8.8 % |
| Healthcare real estate (FR) | 49/57 | 71 % | 16,953 | 16,961 | 15,729 | 16,639 | -5.5 % | 0.0 % | 9.1 % | -5.5 % | 0.0 % |
| Healthcare real estate + Medical office buildings (NL) | 50/51 | 99 % | 13,878 | 12,567 | 12,512 | 12,372 | 1.1 % | 8.0 % | 0.7 % | 1.1 % | 8.0 % |
| Healthcare real estate (DE) | 43/59 | 69 % | 10,518 | 8,170 | 7,743 | 7,981 | -3.0 % | 0.7 % | 3.6 % | -3.0 % | 0.7 % |
| Healthcare real estate + Medical office buildings (Other) | 47/59 | 74 % | 14,405 | 15,568 | 11,339 | 12,002 | -5.5 % | 0.0 % | 13.2 % | -5.5 % | 0.0 % |
| TOTAL Healthcare real estate | 271/316 | 81 % | 78,928 | 72,814 | 65,559 | 67,906 | -3.5 % | 4.1 % | 9.2 % | -3.5 % | 4.1 % |
| TOTAL Offices | 38/41 | 95 % | 22,690 | 46,696 | 19,904 | 20,177 | -1.4 % | 0.7 % | 6.4 % | -1.4 % | 0.7 % |
| TOTAL Healthcare real estate + Offices | 309/357 | 83 % | 101,618 | 119,510 | 85,463 | 88,083 | -3.0 % | 3.3 % | 8.5 % | -3.0 % | 3.3 % |
Total fuel consumption (MWh/year)
Based on disclosures GRI 302-1 and 302-2
The types of fuel used are gas, fuel and pellets.
| \multicolumn{2}{c | }{Elec-Abs} | \multicolumn{2}{c | }{Elec-LfL} | \multicolumn{2}{c | }{Electricity from renewable sources} | \multicolumn{2}{c | }{Estimated electricity consumption} | |
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | 2023 | 2022 | |
| Healthcare real estate | 2,474,588 | 1,827,593 | 1,498,261 | 1,568,827 | 1,201,688 | 73,374 | 38,865 | 1,827,593 |
| TOTAL Assets held for sale indirectly managed | 15,317 | 15,317 | 0 | 2,360 | 0 | 0 | 0 | 15,317 |
| TOTAL Assets held for sale directly managed | 11,595 | 11,595 | 11,595 | 11,595 | 11,595 | 0 | 0 | 11,595 |
| TOTAL CONSOLIDATED PORTFOLIO | 2,501,500 | 1,854,505 | 1,509,856 | 1,582,782 | 1,213,283 | 73,374 | 38,865 | 1,854,505 |
| PPP under finance lease | 150,473 | 138,855 | 115,532 | 135,659 | 112,336 | 0 | 0 | 138,855 |
| Other finance leases | 55,596 | 39,602 | 39,602 | 0 | 0 | 0 | 0 | 39,602 |
| TOTAL | 2,707,569 | 2,032,962 | 1,664,990 | 1,718,441 | 1,325,619 | 73,374 | 38,865 | 2,032,962 |
Total surface area
Total surface area
Elec- Abs
Elec- LfL
Multi-tenant offices
210,475
210,475
210,475
Private (purchase by landlord)
132,044
132,044
132,044
Private (purchase by tenant)
78,431
78,431
78,431
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)
611,727
560,988
439,256
529,536
360,277
0
0
560,988
439,256
0
0
523,842
332,458
0
0
Healthcare real estate (FR)
321,042
228,912
193,787
176,616
154,746
6,319
0
228,912
193,787
0
0
165,611
118,845
0
0
Healthcare real estate + Medical office buildings (NL)
200,694
199,013
183,446
154,440
148,750
2,000
0
199,013
183,446
40,177
40,177
192,007
176,347
28,312
28,312
Healthcare real estate (DE)
407,476
282,618
230,971
266,652
193,766
44,663
34,923
282,618
230,971
0
0
323,914
250,207
0
0
Healthcare real estate + Medical office buildings (Other)
320,418
238,261
175,531
106,261
60,917
20,392
3,942
238,261
175,531
0
0
86,123
73,203
0
0
TOTAL Healthcare real estate
1,861,357
1,509,792
1,222,991
1,233,505
918,456
73,374
38,865
1,509,792
1,222,991
40,177
40,177
1,291,497
951,060
28,312
28,312
TOTAL Offices
331,226
315,652
269,670
320,778
268,591
0
0
315,652
269,670
222,070
215,865
275,509
198,186
230,751
230,751
TOTAL Healthcare real estate + Offices
2,192,583
1,825,444
1,492,661
1,554,283
1,187,047
73,374
38,865
1,825,444
1,492,661
262,247
256,042
1,567,006
1,149,246
259,063
259,063
75 % Electricity coverage
63 % Fuel coverage
61 % Water coverage
11 % Waste coverage
2,707,569 m² Surface of portfolio```markdown
| Number/ total of buildings | Coverage in m² | Fuels-Abs | Fuels-LfL | Estimated fuel consumption | | | | |
| :------------------------ | :------------- | :-------- | :-------- | :-------------------------- | :-- | :-- | :-- | :-- |
| | | 2023 | 2022 | 2023 | 2022 | ∆ | | |
| Healthcare real estate | 193/294 | 67 % | 121,306 | 102,411 | 89,018 | 90,122 | -1.2 % | 12.5 % |
| Distribution networks | 33/854 | 9 % | 2,050 | 2,111 | 1,933 | 2,090 | -7.5 % | 4.3 % |
| Single-tenant offices | 9/13 | 90 % | 5,088 | 7,351 | 2,592 | 2,615 | -0.9 % | 15.3 % |
| TOTAL indirectly managed | 235/1,161 | 60 % | 128,445 | 111,873 | 93,542 | 94,827 | -1.4 % | 12.5 % |
| Medical office buildings | 12/20 | 68 % | 1,957 | 2,163 | 1,957 | 2,163 | -9.5 % | 0.0 % |
| Multi-tenant offices | 26/26 | 100 % | 11,685 | 15,575 | 11,685 | 12,898 | -9.4 % | 2.7 % |
| TOTAL directly managed | 38/46 | 93 % | 13,642 | 17,968 | 13,642 | 15,061 | -9.4 % | 2.3 % |
| TOTAL INVESTMENT PROPERTIES | 273/1,207 | 63 % | 142,086 | 129,841 | 107,184 | 109,888 | -2.5 % | 11.5 % |
| TOTAL Assets held for sale indirectly managed | 1/2 | 15 % | 285 | 0 | 0 | 0 | 0.0 % | 37.1 % |
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 879 | 2,387 | 879 | 851 | 3.3 % | 0.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 276/1,211 | 63 % | 143,250 | 132,228 | 108,063 | 110,739 | -2.4 % | 11.5 % |
| PPP under finance lease | 5/11 | 90 % | 5,308 | 15,997 | 4,101 | 15,997 | -74.4 % | 0.0 % |
| Other finance leases | 0/9 | 0 % | 0 | 447 | 0 | 0 | 0.0 % | 0.0 % |
| TOTAL | 281/1,231 | 63 % | 148,558 | 148,672 | 112,164 | 126,736 | -11.5 % | 11.1 % |
- The values of fuels used consist of 93.3 % natural gas, 1.2 % propane gas, 4.9 % fuel and 0.6 % 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 the Netherlands.
- The types of fuel used come for 0.6 % from renewable sources, corresponding to pellets.
| Number/ total of buildings | Coverage in m² | Fuels-Abs | Fuels-LfL | Estimated fuel consumption | ||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ∆ | ||||
| Healthcare real estate (BE) | 76/90 | 87 % | 56,055 | 43,497 | 39,416 | 41,717 | -5.5 % | 21.1 % |
| Healthcare real estate (FR) | 39/57 | 55 % | 16,329 | 15,571 | 14,468 | 11,585 | 24.9 % | 13.3 % |
| Healthcare real estate + Medical office buildings (NL) | 34/51 | 77 % | 12,482 | 14,743 | 12,443 | 14,743 | -15.6 % | 0.5 % |
| Healthcare real estate (DE) | 39/59 | 65 % | 28,462 | 23,127 | 18,454 | 22,244 | -17.0 % | 2.5 % |
| Healthcare real estate + Medical office buildings (Other) | 18/59 | 33 % | 10,219 | 7,636 | 6,194 | 1,997 | 210.2 % | 5.4 % |
| TOTAL Healthcare real estate | 206/316 | 66 % | 123,548 | 104,574 | 90,975 | 92,285 | -1.4 % | 12.4 % |
| TOTAL Offices | 37/41 | 97 % | 17,652 | 25,543 | 15,156 | 16,364 | -7.4 % | 6.2 % |
| TOTAL Healthcare real estate + Offices | 243/357 | 71 % | 141,200 | 130,117 | 106,130 | 108,649 | -2.3 % | 11.6 % |
- The types of fuel used come for 0.6 % from renewable sources, corresponding to pellets.
340 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 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 | Normalised Like-for-Like consumption MWh | Normalised intensity kWh/m²/year | ||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ∆ | 2023 | 2022 | ||
| Healthcare real estate | 193/294 | 67 % | 146,492 | 125,023 | 107,499 | 110,021 | -2.3 % | 117 |
| Distribution networks | 33/854 | 9 % | 2,476 | 2,577 | 2,334 | 2,552 | -8.5 % | 87 |
| Single-tenant offices | 9/13 | 90 % | 6,144 | 8,974 | 3,130 | 3,192 | -1.9 % | 62 |
| TOTAL indirectly managed | 235/1,161 | 60 % | 155,112 | 136,574 | 112,963 | 115,765 | -2.4 % | 113 |
| Medical office buildings | 12/20 | 68 % | 2,363 | 2,640 | 2,363 | 2,640 | -10.5 % | 53 |
| Multi-tenant offices | 26/26 | 100 % | 14,111 | 19,014 | 14,111 | 15,746 | -10.4 % | 67 |
| TOTAL directly managed | 38/46 | 93 % | 16,474 | 21,936 | 16,474 | 18,386 | -10.4 % | 65 |
| TOTAL INVESTMENT PROPERTIES | 273/1,207 | 63 % | 171,586 | 158,510 | 129,437 | 134,151 | -3.5 % | 105 |
| TOTAL Assets held for sale indirectly managed | 1/2 | 15 % | 344 | 0 | 0 | 0 | 0.0 % | 146 |
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 1,062 | 2,914 | 1,062 | 1,039 | 2.2 % | 92 |
| TOTAL CONSOLIDATED PORTFOLIO | 276/1,211 | 63 % | 172,991 | 161,424 | 130,499 | 135,190 | -3.5 % | 105 |
| PPP under finance lease | 5/11 | 90 % | 6,410 | 19,529 | 4,953 | 19,529 | -74.6 % | 47 |
| Other finance leases | 0/9 | 0 % | 0 | 546 | 0 | 0 | 0.0 % | 0 |
| TOTAL | 281/1,231 | 63 % | 179,401 | 181,498 | 135,452 | 154,718 | -12.5 % | 101 |
- The 15/15 DD in Uccle/Ukkel for 2022 was 1,558.
- The 15/15 DD in Uccle/Ukkel for 2023 was 1,575.
- The NDD in Uccle/Ukkel was 1,902 (base year 2015).
Total urban heating and refrigeration consumption (MWh/year) Based on disclosure GRI 302-2
| Number/ total of buildings | Coverage in m² | DH&C-Abs | DH&C-LfL | Energy from renewable sources | Estimated energy consumption | |||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ∆ | ||||
| Healthcare real estate | 16/22 | 76 % | 4,822 | 4,408 | 2,869 | 3,179 | -9.8 % | 100.0 % |
| TOTAL indirectly managed | 16/22 | 76 % | 4,822 | 4,408 | 2,869 | 3,179 | -9.8 % | 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 France, Germany, The Netherlands and Finland.
Total energy consumption - Head office
| Number/ total of buildings | Coverage in m² | Total (MWh) | Energy from renewable sources | Estimated energy consumption | Intensity (kWh/m²/year) | |||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | |||
| Electricity | 1/1 | 100 % | 356 | 350 | 1.6 % | 1.3 % | 0.0 % | 92 |
| Fuel | 1/1 | 100 % | 193 | 230 | -19.1 % | 0.0 % | 0.0 % | 50 |
| Fuel normalised | 1/1 | 100 % | 233 | 281 | -20.5 % | 0.0 % | 0.0 % | 60 |
| Energy | 1/1 | 100 % | 549 | 580 | -5.7 % | 0.8 % | 0.0 % | 142 |
- Cofinimmo’s head office is not supplied with district heating and cooling.
- Head office data is not part of the external assurance carried out by KPMG.
341 SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS
Total direct and indirect GHG emissions (tonnes of CO₂ 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 and urban heat for the directly managed buildings.
Scope 3 : yearly amount of GHG emitted indirectly through on-site fuel use and through the purchase of electricity and urban heating for indirectly managed buildings.
Total : total direct and indirect GHG emissions.
| GHG-Indir-Abs | GHG-Dir-Abs | GHG-Abs | GHG-Abs-LfL | ∆ | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Healthcare real estate | 39,716 | 34,442 | 0 | 0 | 39,716 | 34,442 | 29,895 | 30,481 | -1.9 % |
| Distribution networks | 633 | 611 | 0 | 0 | 633 | 611 | 550 | 604 | -8.9 % |
| Single-tenant offices | 1,743 | 5,497 | 0 | 0 | 1,743 | 5,497 | 852 | 994 | -14.3 % |
| TOTAL indirectly managed | 42,092 | 40,549 | 0 | 0 | 42,092 | 40,549 | 31,297 | 32,080 | -2.4 % |
| Medical office buildings | 1,443 | 1,161 | 401 | 443 | 1,844 | 1,604 | 1,613 | 1,604 | 0.5 % |
| Multi-tenant offices | 2,287 | 3,243 | 2,425 | 3,285 | 4,712 | 6,528 | 4,712 | 5,475 | -13.9 % |
| TOTAL directly managed | 3,730 | 4,461 | 2,826 | 3,776 | 6,556 | 8,237 | 6,325 | 7,080 | -10.7 % |
| TOTAL INVESTMENT PROPERTIES | 45,822 | 45,010 | 2,826 | 3,776 | 48,648 | 48,786 | 37,622 | 39,160 | -3.9 % |
| TOTAL Assets held for sale indirectly managed | 65 | 0 | 0 | 0 | 65 | 0 | 0 | 0 | 0.0 % |
| TOTAL Assets held for sale directly managed | 105 | 414 | 180 | 489 | 285 | 903 | 285 | 305 | -6.6 % |
| TOTAL CONSOLIDATED PORTFOLIO | 45,992 | 45,424 | 3,006 | 4,265 | 48,998 | 49,689 | 37,907 | 39,465 | -3.9 % |
| PPP under finance lease | 1,894 | 4,034 | 0 | 0 | 1,894 | 4,034 | 1,449 | 4,034 | -64.1 % |
| Other finance leases | 446 | 650 | 0 | 0 | 446 | 650 | 446 | 527 | -15.4 % |
| TOTAL | 48,333 | 50,107 | 3,006 | 4,265 | 51,339 | 54,372 | 39,802 | 44,026 | -9.6 % |
- The values shown represent the total emissions of buildings, without distinction between the private and shared areas, except for multi-tenant offices for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants.
- Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.
- The CO₂ emission factor for electricity varies per country (Source : IEA 2023). Belgium : 136.3 g CO₂ e/Kwh ; France : 52.2 g CO₂ e/Kwh ; Netherlands : 312.5 g CO₂ e/Kwh ; Germany : 349.0 g CO₂ e/Kwh ; Spain : 150.6 g CO₂ e/Kwh ; Finland : 79.4 g CO₂ e/Kwh ; Italy : 282.6 g CO₂ e/Kwh ; United Kingdom : 206.3 g CO₂ e/Kwh ; Ireland 316.9 g CO₂ e/ Kwh.
- The CO₂ emission factor is 204.93 g CO₂ e/Kwh for natural gas (source : Bilan Carbone 8.9) and 232.58 g CO₂ e/kWh for propane gas (source : DEFRA 2023).
- No information is available for the distribution networks in the Netherlands.
- The CO₂ emission factor for fuel oil is 285.23 g CO₂ e/kWh (Source : DEFRA 2023).
- The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 339-341.
- The CO₂ emission factor for urban heating is 179.65 g CO₂ e/kWh (Source : DEFRA 2023).
- The CO₂ emission factor for pellets is 10.74 g CO₂ e/kWh (Source : DEFRA 2023).
```## GHG emissions intensity (kg CO 2 e/m²/year)
Based on disclosures GRI 305-4 Total amount of GHG emitted directly and indirectly per m² and per year.
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | |
| Healthcare real estate | 27.6 | 27.3 | 0.0 | 0.0 | 27.6 | 27.3 | 31.1 | 31.6 | -1.8 % |
| Distribution networks | 21.8 | 33.4 | 0.0 | 0.0 | 21.8 | 33.4 | 24.1 | 26.6 | -9.4 % |
| Single-tenant offices | 19.4 | 51.1 | 0.0 | 0.0 | 19.4 | 51.1 | 17.4 | 20.6 | -15.7 % |
| TOTAL indirectly managed | 27.1 | 29.2 | 0.0 | 0.0 | 27.1 | 29.2 | 30.2 | 30.9 | -2.3 % |
| Medical office buildings | 25.0 | 23.3 | 10.0 | 8.9 | 35.0 | 32.4 | 34.4 | 34.4 | -0.1 % |
| Multi-tenant offices | 10.9 | 13.2 | 11.5 | 13.4 | 22.4 | 26.5 | 23.1 | 26.8 | -13.9 % |
| TOTAL directly managed | 13.9 | 14.9 | 11.3 | 12.6 | 25.2 | 27.5 | 25.3 | 28.4 | -10.7 % |
| TOTAL INVESTMENT PROPERTIES | 25.1 | 26.7 | 1.8 | 2.5 | 26.9 | 29.2 | 29.0 | 30.2 | -3.8 % |
| TOTAL Assets held for sale indirectly managed | 4.2 | 0.0 | 0.0 | 0.0 | 4.2 | 0.0 | 0.0 | 0.0 | 0.0 % |
| TOTAL Assets held for sale directly managed | 9.1 | 10.9 | 15.5 | 12.9 | 24.6 | 23.8 | 24.6 | 26.3 | -6.6 % |
| TOTAL CONSOLIDATED PORTFOLIO | 24.8 | 26.3 | 1.9 | 2.7 | 26.7 | 29.0 | 29.0 | 30.1 | -3.8 % |
| PPP under finance lease | 13.6 | 34.9 | 0.0 | 0.0 | 13.6 | 34.9 | 12.7 | 35.7 | -64.3 % |
| Other finance leases | 11.3 | 13.3 | 0.0 | 0.0 | 11.3 | 13.3 | 11.3 | 13.3 | -15.4 % |
| TOTAL | 23.8 | 26.5 | 1.7 | 2.5 | 25.6 | 29.0 | 27.7 | 30.7 | -9.8 % |
- 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 2023). Belgium : 136.3 g CO 2 e/Kwh ; France : 52.2 g CO 2 e/Kwh ; Netherlands : 312.5 g CO 2 e/Kwh ; Germany : 349.0 g CO 2 e/Kwh ; Spain : 150.6 g CO 2 e/Kwh ; Finland : 79.4 g CO 2 e/Kwh ; Italy : 282.6 g CO 2 e/Kwh ; United Kingdom : 206.3 g CO 2 e/Kwh ; Ireland 316.9 g CO 2 e/ Kwh.
- The CO 2 emission factor is 204.93 g CO 2 e/Kwh for natural gas (source : Bilan Carbone 8.9) and 232.58 g CO 2 e/kWh for propane gas (source : DEFRA 2023).
- No information is available for the distribution networks in the Netherlands.
- The CO 2 emission factor for fuel oil is 285.23 g CO 2 e/kWh (Source : DEFRA 2023).
- The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy on pages 327-329.
- The CO 2 emission factor for urban heating is 179.65 g CO 2 e/kWh (Source : DEFRA 2023).
- The CO 2 emission factor for pellets is 10.74 g CO 2 e/kWh (Source : DEFRA 2023).
The 2022-2023 like-for-like change of more than 60 % for finance lease PPPs is due to an error in the 2022 fuel figures. Taking into account the corrected 2022 like-for-like GHG emissions intensity, a reduction of 6.1 % is achieved. This means that even after the correction, the trend remains in line with the carbon reduction targets.
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | |
| Healthcare real estate (BE) | 26.6 | 26.7 | 0.0 | 0.0 | 26.6 | 26.7 | 28.5 | 31.0 | -8.3 % |
| Healthcare real estate (FR) | 19.8 | 22.1 | 0.0 | 0.0 | 19.8 | 22.1 | 24.9 | 21.2 | 17.5 % |
| Healthcare real estate + Medical office buildings (NL) | 32.7 | 34.3 | 2.6 | 2.4 | 35.3 | 36.7 | 38.5 | 40.7 | -5.6 % |
| Healthcare real estate (DE) | 35.7 | 30.5 | 0.0 | 0.0 | 35.7 | 30.5 | 33.9 | 37.3 | -9.1 % |
| Healthcare real estate + Medical office buildings (Other) | 21.7 | 22.6 | 0.0 | 0.0 | 21.7 | 22.6 | 33.5 | 19.2 | 74.6 % |
| TOTAL Healthcare real estate | 27.3 | 27.1 | 0.3 | 0.3 | 27.6 | 27.5 | 31.2 | 31.7 | -1.7 % |
| TOTAL Offices | 13.3 | 23.3 | 8.1 | 9.7 | 21.4 | 33.0 | 22.1 | 25.6 | -13.8 % |
| TOTAL Healthcare real estate + Offices | 24.9 | 26.3 | 1.9 | 2.5 | 26.8 | 28.8 | 29.1 | 30.2 | -3.7 % |
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 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | |
| Healthcare real estate | 27.6 | 27.3 | 0.0 | 0.0 | 27.6 | 27.3 | 31.1 | 31.6 | -1.8 % |
| Distribution networks | 21.8 | 33.4 | 0.0 | 0.0 | 21.8 | 33.4 | 24.1 | 26.6 | -9.4 % |
| Single-tenant offices | 19.4 | 51.1 | 0.0 | 0.0 | 19.4 | 51.1 | 17.4 | 20.6 | -15.7 % |
| TOTAL indirectly managed | 27.1 | 29.2 | 0.0 | 0.0 | 27.1 | 29.2 | 30.2 | 30.9 | -2.3 % |
| Medical office buildings | 1.7 | 0.0 | 10.0 | 8.9 | 11.7 | 8.9 | 10.0 | 11.0 | -9.6 % |
| Multi-tenant offices | 1.4 | 1.9 | 11.5 | 13.4 | 12.9 | 15.3 | 13.3 | 15.3 | -13.5 % |
| TOTAL directly managed | 1.4 | 1.6 | 11.3 | 12.6 | 12.7 | 14.2 | 12.7 | 14.6 | -12.9 % |
| TOTAL INVESTMENT PROPERTIES | 23.3 | 24.3 | 1.8 | 2.5 | 25.1 | 26.8 | 26.9 | 27.8 | -3.4 % |
| TOTAL Assets held for sale indirectly managed | 4.2 | 0.0 | 0.0 | 0.0 | 4.2 | 0.0 | 0.0 | 0.0 | 0.0 % |
| TOTAL Assets held for sale directly managed | 0.0 | 3.3 | 15.5 | 12.9 | 15.5 | 16.2 | 15.5 | 15.0 | 3.3 % |
| TOTAL CONSOLIDATED PORTFOLIO | 23.0 | 23.8 | 1.9 | 2.7 | 24.9 | 26.6 | 26.8 | 27.7 | -3.3 % |
| PPP under finance lease | 13.6 | 34.9 | 0.0 | 0.0 | 13.6 | 34.9 | 12.7 | 35.7 | -64.3 % |
| Other finance leases | 11.3 | 13.3 | 0.0 | 0.0 | 11.3 | 13.3 | 11.3 | 13.3 | -15.4 % |
| TOTAL | 22.1 | 24.3 | 1.7 | 2.5 | 23.9 | 26.8 | 25.7 | 28.5 | -9.9 % |
1.The values shown represent the total emissions of buildings, without distinction between the private and shared areas, except for multi-tenant offices for which there is a breakdown of the consumption of the shared technical equipment of the buildings and the private consumption of the tenants. 2. Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings. 3. The CO 2 emission factor for electricity varies per country (Source : IEA 2023). Belgium : 136.3 g CO 2 e/Kwh ; France : 52.2 g CO 2 e/Kwh ; Netherlands : 312.5 g CO 2 e/Kwh ; Germany : 349.0 g CO 2 e/Kwh ; Spain : 150.6 g CO 2 e/Kwh ; Finland : 79.4 g CO 2 e/Kwh ; Italy : 282.6 g CO 2 e/Kwh ; United Kingdom : 206.3 g CO 2 e/Kwh ; Ireland 316.9 g CO 2 e/ Kwh. 4. The CO 2 emission factor is 204.93 g CO 2 e/Kwh for natural gas (source : Bilan Carbone 8.9) and 232.58 g CO 2 e/kWh for propane gas (source : DEFRA 2023). 5. No information is available for the distribution networks in the Netherlands. 6. The CO 2 emission factor for fuel oil is 285.23 g CO 2 e/kWh (Source : DEFRA 2023). 7. The CO 2 emission factor for urban heating is 179.65 g CO 2 e/kWh (Source : DEFRA 2023). 8. The CO 2 emission factor for pellets is 10.74 g CO 2 e/kWh (Source : DEFRA 2023).
| GHG-Indir-Int | GHG-Dir-Int | GHG-Int | GHG-Int-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||
| Healthcare real estate (BE) | 26.6 | 26.7 | 0.0 | 0.0 | 26.6 | 26.7 | 28.5 | 31.0 | -8.3 % |
| Healthcare real estate (FR) | 19.8 | 22.1 | 0.0 | 0.0 | 19.8 | 22.1 | 24.9 | 21.2 | 17.5 % |
| Healthcare real estate + Medical office buildings (NL) | 26.2 | 28.1 | 2.6 | 2.4 | 28.8 | 30.4 | 31.8 | 34.4 | -7.4 % |
| Healthcare real estate (DE) | 35.7 | 30.5 | 0.0 | 0.0 | 35.7 | 30.5 | 33.9 | 37.3 | -9.1 % |
| Healthcare real estate + Medical office buildings (Other) | 21.6 | 22.6 | 0.0 | 0.0 | 21.6 | 22.6 | 33.5 | 19.2 | 74.6 % |
| TOTAL Healthcare real estate | 26.4 | 26.3 | 0.3 | 0.3 | 26.7 | 26.6 | 30.2 | 30.7 | -1.9 % |
| TOTAL Offices | 6.5 | 15.4 | 8.1 | 9.7 | 14.6 | 25.1 | 14.0 | 16.1 | -13.1 % |
| TOTAL Healthcare real estate + Offices | 23.0 | 23.7 | 1.9 | 2.5 | 24.9 | 26.2 | 26.8 | 27.7 | -3.2 % |
GHG emissions - Head office
| Number/ total of buildings | Coverage in m² | Total (tonnes CO 2 e/year) | Intensity (kg CO 2 e/m²/year) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | ||||
| Indirect location | 1/1 | 100 % | 48 | 58 | -19.6 % | 12.5 | 14.9 | -18.9 % | |
| Indirect market | 1/1 | 100 % | 0 | 0 | 0.0 % | 0.0 | 0.0 | 0.0 % | |
| Direct | 1/1 | 100 % | 40 | 47 | -18.8 % | 10.2 | 12.2 | -19.3 % | |
| TOTAL | 1/1 | 100 % | 88 | 105 | -19.2 % | 22.8 | 27.1 | -19.0 % |
- The coverage and proportion of estimated emissions are associated with the coverage and proportion of estimated energy.
- Head office data is not part of the external assurance carried out by KPMG.
345 SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
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-Abs | Water-LfL | Water-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | |||||
| Healthcare real estate | 206/294 | 68 % | 1,056,061 | 1,120,515 | 778,047 | 744,412 | 4.5 % | 6.3 % | |||
| Distribution networks | 1/854 | 3 % | 135 | 333 | 135 | 333 | -59.5 % | 5.2 % | |||
| Single-tenant offices | 10/13 | 64 % | 7,222 | 14,609 | 1,981 | 2,104 | -5.8 % | 37.3 % | |||
| TOTAL indirectly managed | 217/1,161 | 59 % | 1,063,418 | 1,135,457 | 780,163 | 746,849 | 4.5 % | 6.5 % | |||
| Medical office buildings | 20/20 | 100 % | 13,404 | 9,821 | 11,346 | 9,821 | 15.5 % | 3.8 % | |||
| Multi-tenant offices | 24/26 | 92 % | 51,938 | 47,695 | 41,799 | 38,813 | 7.7 % | 7.7 % | |||
| TOTAL directly managed | 44/46 | 94 % | 65,342 | 57,891 | 53,145 | 48,634 | 9.3 % | 6.9 % | |||
| TOTAL INVESTMENT PROPERTIES | 261/1,207 | 63 % | 1,128,760 | 1,193,348 | 833,308 | 795,483 | 4.8 % | 6.6 % | |||
| TOTAL Assets held for sale indirectly managed | 2/2 | 100 % | 1,825 | 0 | 0 | 0 | 0.0 % | 38.1 % | |||
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 380 | 3,731 | 380 | 754 | -49.6 % | 0.0 % | |||
| TOTAL CONSOLIDATED PORTFOLIO | 265/1,211 | 63 % | 1,130,965 | 1,197,079 | 833,688 | 796,237 | 4.7 % | 6.6 % | |||
| PPP under finance lease | 5/11 | 44 % | 44,777 | 49,169 | 41,702 | 49,169 | -15.2 % | 0.0 % | |||
| Other finance leases | 0/9 | 0 % | 0 | 5,639 | 0 | 0 | 0.0 % | 0.0 % | |||
| TOTAL | 270/1,231 | 61 % | 1,175,742 | 1,251,887 | 875,390 | 845,406 | 3.5 % | 6.4 % |
- The values shown are the total consumption for the building, without distinction between the private and shared areas.
- Cofinimmo has no control over the private consumption of the tenants of the buildings. It can only influence the consumption of the shared technical equipment of the directly managed buildings.
- No information is available for the distribution networks in the Netherlands.
| Number/ total of buildings | Coverage in m² | Water-Abs | Water-Abs | Water-LfL | Water-LfL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ∆ | |||||
| Healthcare real estate (BE) | 76/90 | 86 % | 371,661 | 245,544 | 197,394 | 239,058 | -17.4 % | 15.5 % | |||
| Healthcare real estate (FR) | 34/57 | 52 % | 180,929 | 438,787 | 146,368 | 137,827 | 6.2 % | 0.4 % | |||
| Healthcare real estate + Medical office buildings (NL) | 48/51 | 96 % | 99,434 | 73,162 | 81,202 | 72,743 | 11.6 % | 0.6 % | |||
| Healthcare real estate (DE) | 49/59 | 79 % | 289,823 | 177,081 | 238,156 | 168,383 | 41.4 % | 2.4 % | |||
| Healthcare real estate + Medical office buildings (Other) | 21/59 | 27 % | 129,443 | 195,762 | 126,273 | 136,222 | -7.3 % | 2.7 % | |||
| TOTAL Healthcare real estate | 228/316 | 69 % | 1,071,290 | 1,130,336 | 789,393 | 754,233 | 4.7 % | 6.3 % | |||
| TOTAL Offices | 36/41 | 83 % | 59,540 | 66,410 | 44,160 | 41,671 | 6.0 % | 11.2 % | |||
| TOTAL Healthcare real estate + Offices | 264/357 | 71 % | 1,130,830 | 1,196,746 | 833,553 | 795,904 | 4.7 % | 6.6 % |
346 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Water consumption per surface area (m³/m²/year)
Total volume of water per m² and per year.
| Water-Int | Water-Int | Water-Int-LfL | Water-Int-LfL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | |||||
| Healthcare real estate | 0.87 | 1.14 | -23.5 % | 0.86 | 0.83 | 4.5 % | ||||
| Distribution networks | 0.01 | 0.04 | -59.5 % | 0.01 | 0.04 | -59.5 % | ||||
| Single-tenant offices | 0.10 | 0.17 | -40.9 % | 0.10 | 0.10 | -5.8 % | ||||
| TOTAL indirectly managed | 0.82 | 1.06 | -21.9 % | 0.84 | 0.80 | 4.5 % | ||||
| Medical office buildings | 0.23 | 0.19 | 19.9 % | 0.22 | 0.19 | 15.5 % | ||||
| Multi-tenant offices | 0.27 | 0.24 | 13.3 % | 0.25 | 0.23 | 7.7 % | ||||
| TOTAL directly managed | 0.26 | 0.23 | 15.0 % | 0.24 | 0.22 | 9.3 % | ||||
| TOTAL INVESTMENT PROPERTIES | 0.73 | 0.90 | -18.3 % | 0.73 | 0.69 | 4.8 % | ||||
| TOTAL Assets held for sale indirectly managed | 0.12 | 0.00 | 0.0 % | 0.00 | 0.00 | 0.0 % | ||||
| TOTAL Assets held for sale directly managed | 0.03 | 0.13 | -75.2 % | 0.03 | 0.07 | -49.6 % | ||||
| TOTAL CONSOLIDATED PORTFOLIO | 0.72 | 0.88 | -18.1 % | 0.72 | 0.69 | 4.7 % | ||||
| PPP under finance lease | 0.67 | 1.24 | -46.0 % | 1.05 | 1.24 | -15.2 % | ||||
| Other finance leases | 0.00 | 0.61 | -100.0 % | 0.00 | 0.00 | 0.0 % | ||||
| TOTAL | 0.72 | 0.89 | -19.1 % | 0.73 | 0.71 | 3.5 % |
- The values shown are the total consumption for the building, without disctinction 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 the Netherlands.
| Water-Int | Water-Int | Water-Int-LfL | Water-Int-LfL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | |||||
| Healthcare real estate (BE) | 0.71 | 0.72 | -2.1 % | 0.59 | 0.72 | -17.4 % | ||||
| Healthcare real estate (FR) | 1.09 | 2.93 | -62.8 % | 1.23 | 1.16 | 6.2 % | ||||
| Healthcare real estate + Medical office buildings (NL) | 0.52 | 0.41 | 27.8 % | 0.46 | 0.41 | 11.6 % | ||||
| Healthcare real estate (DE) | 0.89 | 0.68 | 31.9 % | 0.95 | 0.67 | 41.4 % | ||||
| Healthcare real estate + Medical office buildings (Other) | 1.64 | 1.86 | -11.8 % | 1.72 | 1.86 | -7.3 % | ||||
| TOTAL Healthcare real estate | 0.83 | 1.09 | -23.7 % | 0.83 | 0.79 | 4.7 % | ||||
| TOTAL Offices | 0.22 | 0.21 | 3.3 % | 0.22 | 0.21 | 6.0 % | ||||
| TOTAL Healthcare real estate + Offices | 0.73 | 0.89 | -18.1 % | 0.73 | 0.69 | 4.7 % |
Water consumption - Head office
| Number/ total of buildings | Coverage in m² | Total (m³) | Estimated water consumption | Intensity (m³/m²) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ∆ | 2023 | 2022 | ∆ | |||||
| Water | 1/1 | 100 % | 417 | 375 | 10.1 % | 0.0 % | 0.11 | 0.10 | 7.2 % |
- Head office data is not part of the external assurance carried out by KPMG.
347 SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
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. No waste produced by Cofinimmo has been disposed to landfill.
| Number/ total of buildings | Cove rage in m² | Waste-Abs 2023 | Waste-Abs 2022 | Waste-LfL 2023 | Waste-LfL 2022 | ∆ | REC | INC | Total | REC | INC | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 1/854 | 3 % | 1 | 7 | 7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 % |
| Single-tenant offices | 5/13 | 14 % | 8 | 26 | 33 | 128 | 128 | 256 | 8 | 26 | 33 | 8 | 18 | 26 |
| TOTAL indirectly managed | 6/1,161 | 1 % | 8 | 32 | 41 | 128 | 128 | 256 | 8 | 26 | 33 | 8 | 18 | 26 |
| Medical office buildings | 13/20 | 48 % | 48 | 120 | 167 | 49 | 120 | 169 | 48 | 120 | 167 | 49 | 120 | 169 |
| Multi-tenant offices | 25/26 | 97 % | 369 | 341 | 710 | 337 | 353 | 690 | 369 | 341 | 710 | 306 | 321 | 627 |
| TOTAL directly managed | 38/46 | 86 % | 417 | 460 | 877 | 394 | 478 | 872 | 417 | 460 | 877 | 355 | 442 | 796 |
| TOTAL INVESTMENT PROPERTIES | 44/1,207 | 10 % | 425 | 493 | 918 | 522 | 606 | 1,128 | 424 | 486 | 910 | 362 | 460 | 822 |
| TOTAL Assets held for sale indirectly managed | 0/2 | 0 % | 0 | 0 | 0 | 13 | 8 | 21 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 19 | 15 | 34 | 28 | 38 | 66 | 19 | 15 | 34 | 13 | 11 | 25 |
| TOTAL CONSOLIDATED PORTFOLIO | 46/1,211 | 11 % | 444 | 508 | 952 | 563 | 652 | 1,215 | 443 | 501 | 944 | 376 | 471 | 847 |
| PPP under finance lease | 1/11 | 19 % | 22 | 80 | 102 | 120 | 31 | 151 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other finance leases | 0/9 | 0 % | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL | 47/1,231 | 11 % | 466 | 588 | 1,054 | 683 | 682 | 1,366 | 443 | 501 | 944 | 376 | 471 | 847 |
- Waste is collected at the source by type : general waste, paper, cardboard, plastic, cans, glass, etc.
- The breakdown of waste by disposal route varies based on the type of waste.
- The values shown represent the total quantities for the buildings, without distinction between the private and shared areas.
- Cofinimmo has no control over the private quantities of building tenants. It can only influence the quantities of the directly managed buildings.
- Cofinimmo produces no waste classified as hazardous in its own operations.# SECTION 11 | APPENDICES TO THE ESG REPORT | EPRA PERFORMANCE INDICATORS
Waste classified as hazardous produced by its tenants is processed directly by the tenants. 6. Conversion factor by type: general waste 60 kg/m³, paper/cardboard 50 kg/m³, plastic/cans 30 kg/m³ and glass 320 kg/m³. 7. No information is available for indirectly managed healthcare real estate and distribution networks in the Netherlands.
348 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 | Waste-Abs recycled | Waste-LfL recycled | Waste-Int 2023 tonnes/m² | Waste-Int 2022 tonnes/m² | ∆ | REC | INC | Total | REC | INC | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Distribution networks | 11 % | 0 % | 0 % | 0 % | 0.08 | 0.72 | 0.81 | 0.00 | 0.00 | 0.00 | |
| Single-tenant offices | 23 % | 50 % | 23 % | 29 % | 0.51 | 1.73 | 2.24 | 1.06 | 1.06 | 2.12 | |
| TOTAL indirectly managed | 20 % | 50 % | 23 % | 29 % | 0.35 | 1.35 | 1.70 | 1.06 | 1.06 | 2.12 | |
| Medical office buildings | 28 % | 29 % | 28 % | 29 % | 1.68 | 4.23 | 5.91 | 1.72 | 4.24 | 5.96 | |
| Multi-tenant offices | 52 % | 49 % | 52 % | 49 % | 1.81 | 1.67 | 3.47 | 1.37 | 1.43 | 2.81 | |
| TOTAL directly managed | 48 % | 45 % | 48 % | 45 % | 1.79 | 1.98 | 3.77 | 1.42 | 1.72 | 3.13 | |
| TOTAL INVESTMENT PROPERTIES | 46 % | 46 % | 47 % | 44 % | 1.66 | 1.92 | 3.58 | 1.31 | 1.52 | 2.83 | |
| TOTAL Assets held for sale indirectly managed | 0 % | 62 % | 0 % | 0 % | 0.00 | 0.00 | 0.00 | 0.81 | 0.49 | 1.30 | |
| TOTAL Assets held for sale directly managed | 56 % | 43 % | 56 % | 54 % | 1.65 | 1.28 | 2.93 | 0.75 | 1.00 | 1.74 | |
| TOTAL CONSOLIDATED PORTFOLIO | 47 % | 46 % | 47 % | 44 % | 1.66 | 1.89 | 3.55 | 1.24 | 1.44 | 2.68 | |
| PPP under finance lease | 21 % | 80 % | 0 % | 0 % | 0.77 | 2.84 | 3.61 | 1.58 | 0.40 | 1.98 | |
| Other finance leases | 0 % | 0 % | 0 % | 0 % | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| TOTAL | 44 % | 50 % | 47 % | 44 % | 1.57 | 1.98 | 3.55 | 1.29 | 1.29 | 2.58 |
- 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.
Quantity of waste - Head office
| Number/ total of buildings | Coverage in m² | Total (tonnes) | ∆ | Recycled Intensity (tonnes/m²) | ∆ | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Waste | ||||||
| 1/1 | 100 % | 7 | 5 | 12 | 8 | 5 |
| Total | 1.79 | 1.99 | ||||
| REC | 1.23 | 1.37 | ||||
| INC | 3.02 | 3.36 | ||||
| Total | 3.02 | 3.36 | ||||
| REC | 1.99 | 1.37 | ||||
| INC | 1.37 | 2.00 | ||||
| Total | 3.36 | 3.37 | ||||
| ∆ | -11.4 % | -11.3 % |
- Head office data is not part of the external assurance carried out by KPMG.
349 SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
Type and number of assets with certifications (kWh/m²/year)
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 | ∆ | LfL energy performance | ∆ | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Healthcare real estate | 272/294 | 90 % | 175 | 186 | -6.1 % | 190 |
| Distribution networks | 19/854 | 5 % | 150 | 253 | -40.8 % | 235 |
| Single-tenant offices | 11/13 | 97 % | 190 | 213 | -10.6 % | 178 |
| TOTAL indirectly managed | 302/1,161 | 78 % | 176 | 189 | -7.1 % | 190 |
| Medical office buildings | 20/20 | 100 % | 212 | 265 | -20.2 % | 215 |
| Multi-tenant offices | 26/26 | 99 % | 134 | 162 | -17.7 % | 157 |
| TOTAL directly managed | 46/46 | 99 % | 151 | 192 | -21.5 % | 176 |
| TOTAL INVESTMENT PROPERTIES | 348/1,207 | 81 % | 172 | 189 | -9.0 % | 188 |
| TOTAL Assets held for sale indirectly managed | 2/2 | 100 % | 336 | 254 | 32.1 % | 336 |
| TOTAL Assets held for sale directly managed | 2/2 | 100 % | 186 | 200 | -7.0 % | 186 |
| TOTAL CONSOLIDATED PORTFOLIO | 352/1,211 | 81 % | 174 | 191 | -9.3 % | 190 |
| PPP under finance lease | 3/11 | 66 % | 128 | 281 | -54.4 % | 180 |
| Other finance leases | 9/9 | 100 % | 257 | 257 | 0.1 % | 257 |
| TOTAL | 364/1,231 | 80 % | 174 | 194 | -10.3 % | 192 |
- PEB certification is regulated differently in each country and segment.
- For some PEB certifications, the score is 0 kWh/m²/year due to a lack of information. These certifications are included in the average.
| Number/ total of buildings | Coverage in m² | Energy performance | ∆ | LfL energy performance | ∆ | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| Healthcare real estate (BE) | 72/90 | 79 % | 169 | 198 | -14.7 % | 186 |
| Healthcare real estate (FR) | 56/57 | 98 % | 201 | 260 | -22.9 % | 258 |
| Healthcare real estate + Medical office buildings (NL) | 51/51 | 98 % | 192 | 217 | -11.3 % | 200 |
| Healthcare real estate (DE) | 58/59 | 93 % | 119 | 113 | 5.4 % | 121 |
| Healthcare real estate + Medical office buildings (Other) | 57/59 | 97 % | 230 | 205 | 12.1 % | 225 |
| TOTAL Healthcare real estate | 294/316 | 90 % | 178 | 192 | -7.3 % | 193 |
| TOTAL Offices | 39/41 | 98 % | 154 | 191 | -19.3 % | 166 |
| TOTAL Healthcare real estate + Offices | 333/357 | 92 % | 174 | 191 | -9.2 % | 190 |
350 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
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 In-Use Excellent | BREEAM Good | BREEAM Very Good | BREEAM Excellent | |
|---|---|---|---|---|---|---|---|---|
| Healthcare real estate | 18/294 | 6 % | 0.5 % | 2.9 % | 1.0 % | 0.0 % | 0.3 % | 1.6 % |
| Single-tenant offices | 2/13 | 24 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 23.7 % |
| TOTAL indirectly managed | 20/1,161 | 6 % | 0.4 % | 2.4 % | 0.8 % | 0.0 % | 0.2 % | 2.5 % |
| Multi-tenant offices | 5/26 | 33 % | 2.3 % | 12.2 % | 0.0 % | 0.0 % | 8.4 % | 9.7 % |
| TOTAL directly managed | 5/46 | 25 % | 1.8 % | 9.5 % | 0.0 % | 0.0 % | 6.5 % | 7.5 % |
| TOTAL INVESTMENT PROPERTIES | 25/1,207 | 8 % | 0.5 % | 3.2 % | 0.8 % | 0.0 % | 0.9 % | 3.0 % |
| TOTAL CONSOLIDATED PORTFOLIO | 25/1,211 | 8 % | 0.5 % | 3.1 % | 0.7 % | 0.0 % | 0.9 % | 3.0 % |
| PPP under finance lease | 1/11 | 19 % | 0.0 % | 0.0 % | 0.0 % | 18.8 % | 0.0 % | 0.0 % |
| Other finance leases | 1/9 | 17 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 0.0 % | 16.7 % |
| TOTAL | 27/1,231 | 9 % | 0.5 % | 2.9 % | 0.7 % | 1.0 % | 0.9 % | 3.1 % |
- 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.
Head office certifications
| Number/ total of buildings | Coverage in m² | Energy performance (kWh/m²/year) | |
|---|---|---|---|
| 2023 | 2022 | 2023 | |
| EPC | 1/1 | 100 % | 216 |
| BREEAM In-Use Very Good | 1/1 | 100 % |
- Head office data is not part of the external assurance carried out by KPMG.
351 SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I
Social performance indicators
The managerial approach to human capital is described on pages 150-154.
Governance bodies and employee gender diversity (in %)
| Based on disclosure GRI 405-1 Diversity-Emp | 2023 | 2022 | ∆ | ∆ |
|---|---|---|---|---|
| Women | Men | Women | Men | |
| Board of directors (including non-independent members) | 36 % | 64 % | 40 % | 60 % |
| Executive committee | 40 % | 60 % | 40 % | 60 % |
| Managers | 29 % | 71 % | 33 % | 67 % |
| Employees (including managers) | 53 % | 47 % | 53 % | 47 % |
- In 2022, 9 % of women and 1 % of men worked part-time.
- In 2023, 12 % of women and 1 % of men worked part-time.
Gender salary and remuneration ratio ( % women/men)
| Based on disclosure GRI 405-2 Diversity-Pay | 2023 | 2022 | ∆ |
|---|---|---|---|
| Board of directors | 78 % | 76 % | 2.6 % |
| Executive committee | 78 % | 78 % | 0.0 % |
| Managers | 90 % | 91 % | -1.1 % |
| Employees | 80 % | 80 % | 0.0 % |
- 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 | ∆ | Average | ∆ |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | ||
| Women | 3,450 | 3,192 | 8.1 % | 40 |
| Men | 3,337 | 2,307 | 44.6 % | 42 |
| Employees | 6,787 | 5,500 | 23.4 % | 40 |
- The denominator for the average per employee is 168 people (= average 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 2023 is the result of the policy carried out by the HR department.
Employee performance appraisals (in %)
| Based on disclosure GRI 404-3 Emp-Dev | 2023 | 2022 | ∆ |
|---|---|---|---|
| Employees | 100 % | 100 % | 0.0 % |
Recruitment of new employees and employee turnover
| Based on disclosure GRI 401-1 Emp-Turnover | Departures | New hires |
|---|---|---|
| 2023 | 2022 | |
| Total % | Total % | |
| Employees | 16 10.4 % | 13 8.1 % |
- The denominator is 154 people (= total number of employees).
- Inter-group staff turnover is not taken into account.
352 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Employee health and safety
| Based on disclosure GRI 403-9 H&S-Empl | Numerator | 2023 | 2022 | ∆ |
|---|---|---|---|---|
| Short-term absenteeism | 4.30 day(s) lost | 1.7 % | 1.2 % | 46.6 % |
| Long-term absenteeism | 2.79 day(s) lost | 1.1 % | 3.1 % | -63.7 % |
| Hours lost due to occupational accidents / worked hours | 0 day(s) lost | 0.0 % | 0.0 % | 0.0 % |
| Number of accidents / worked hours | 0 accident(s) | 0.0 % | 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 7.1 days.
- The denominator for each indicator is 39,512 working days for all the employees of the Cofinimmo group.# SECTION 11 I APPENDICES TO THE ESG REPORT I DASHBOARD
Actions taken in 2023
| Progress in 2023 | 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/year by 2030. | • Decrease of 25 % in energy intensity compared to 2017 by reaching 142 kWh/m²/year. 142 kWh/m²/year |
• 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. | • 15 % | • Detailed inventory of the photovoltaic solar panels already installed in the healthcare segment during the annual visits of internal and external property managers. • 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. | • 3.2 % of the real estate portfolio underwent redevelopment or large-scale renovation, which improved the energy performance (including new constructions and acquisitions). 3.2 % |
• From 2024 to 2028, Cofinimmo is planning to refurbish 5.0 % of its portfolio (excluding new constructions and acquisitions). | 2028 |
| 4. Smart monitoring of the energy intensity of buildings. | • Consumption data has been collected for 81 % of the healthcare real estate segment and 95 % of the office segment. • A monitoring system is installed for 66 % of the healthcare real estate segment and 67 % of the office segment. 55 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2024 |
| 5. Annual assessment of the head office’s carbon footprint. | • Aim to reduce the carbon footprint by 50 % by 2030 in line with the Science-Based Targets initiative (SBTi), through an advanced mobility policy. 4.7 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. | • 69 % of data collected on water consumption for the healthcare real estate segment and 83 % for the office segment. • A monitoring system is installed for 66 % of the healthcare real estate segment and 67 % of the office segment. 61 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2024 |
| MOBILITY | |||
| 7. Inform clients about the accessibility of buildings using alternative transport modes to the car. | • Assets accessibility has been quantified taking into account connectivity within a ten-minute walking distance (less than 800 metres) from at least one public transport (bus, underground, RER, train). 90 % |
• Continual follow-up of accessibility as investment criteria during acquisition. | 2024 |
| 8. Promote the use of alternative transport modes to the car by improving facilities. | • 14 % of parking spaces are equipped with charging stations in the office segment. • 28 % of bicycle parking spaces are available in the office segment. 28 % |
• Gradually improve infrastructure for cyclists by : - increasing bicycle parking spaces ; - improving the type of bicycle parking spaces ; - increasing the number of showers. |
2024 |
| 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. | • 8 % of the parking spaces available in the office portfolio are converted into shared and public parking spaces. 8 % |
• 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. | 2024 |
| 10. Implement a mobility plan. | • 31,823 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. • In 2023, the average CO 2 emissions of the fleet dropped by 8 % compared to 2022, the number of hybrid and electric vehicles - replacing fossil fuel cars - represents 34 % of the fleet and the number of leased company bikes increased by 35 units thanks to the ‘bike-for-all’ programme. 31,823 km |
• Raise awareness among staff members of alternative means of transport by organising events to encourage soft mobility twice a year. | 2024 |
| USE OF SUSTAINABLE/RECYCLED MATERIALS | |||
| 11. Life cycle analysis of materials used in development projects. | • CO 2 -neutral Silver certification obtained for the Montoyer 10 low-carbon asset in Brussels. 11 |
• Explore innovative tools when using recycled building materials. | 2024 |
| CONSTRUCTION WASTE | |||
| 12. Partially recycle materials during renovation projects. | • In 2023, 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. | 2024 |
| IMPACT ON GREEN SPACES | |||
| 13. Ensure biodiversity. | • 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. • The environmental impact of projects on undeveloped land are being analysed as part of the BREEAM New Construction certification process or similar certification schemes. 100 % |
• The activities of Cofinimmo do not impact protected areas and take mainly place in the city. Cofinimmo remains vigilant as to whether actions are required. | 2024 |
| OCCUPANCY-RELATED WASTE | |||
| 14. Improve waste sorting in multi-tenant office buildings by raising awareness among occupants. | • 44.2 % of collected waste are recycled thanks to business waste management and recycling plans. |
Asset health and safety assessments ( % of buildings in m²)
Based on disclosure GRI 416-1 H&S-Asset
| 2023 | 2022 | ∆ | |
|---|---|---|---|
| Medical office buildings | 90 % | 93 % | -3.2 % |
| Multi-tenant offices | 99 % | 93 % | 6.5 % |
| TOTAL directly managed | 97 % | 93 % | 4.3 % |
- 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
| 2023 | 2022 | ∆ | |
|---|---|---|---|
| Medical office buildings | 0 | 0 | 0.0 % |
| Multi-tenant offices | 0 | 0 | 0.0 % |
| TOTAL directly managed | 0 | 0 | 0.0 % |
- In 2023, no infringements related to fire audits and asbestos monitoring with a criminal 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 criminal or health impact on the occupant were found.
Community engagement, impact assessments and development programmes ( % of buildings in m²)
Based on disclosure GRI 413-1 Comty-Eng
| 2023 | 2022 | ∆ | |
|---|---|---|---|
| Medical office buildings | 0 % | 0 % | 0.0 % |
| Multi-tenant offices | 100 % | 100 % | 0.0 % |
| TOTAL directly managed | 79 % | 85 % | -7.1 % |
- 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.
Social performance indicators – head office
| 2023 | 2022 | ∆ | |
|---|---|---|---|
| H&S-Asset | 100 % | 100 % | 0.0 % |
| H&S-Comp | 0 | 0 | 0.0 % |
| Comty-Eng | 100 % | 100 % | 0.0 % |
- Head office data is not included in the third-party assurance performed by KPMG.
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 204-229).
EPRA PERFORMANCE INDICATORS
Dashboard
| Actions taken in 2023 | Progress in 2023 | 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/year by 2030. Scope : overall portfolio Measurement of objective : in kWh/m²/year | • Decrease of 25 % in energy intensity compared to 2017 by reaching 142 kWh/m²/year. 142 kWh/m²/year |
• 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 | • 15 % | • Detailed inventory of the photovoltaic solar panels already installed in the healthcare segment during the annual visits of internal and external property managers. • 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 five-year portfolio renewal target | • 3.2 % of the real estate portfolio underwent redevelopment or large-scale renovation, which improved the energy performance (including new constructions and acquisitions). 3.2 % |
• From 2024 to 2028, Cofinimmo is planning to refurbish 5.0 % of its portfolio (excluding new constructions and acquisitions). | 2028 |
| 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 81 % of the healthcare real estate segment and 95 % of the office segment. • A monitoring system is installed for 66 % of the healthcare real estate segment and 67 % of the office segment. 55 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2024 |
| 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 (SBTi), through an advanced mobility policy. 4.7 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 | • 69 % of data collected on water consumption for the healthcare real estate segment and 83 % for the office segment. • A monitoring system is installed for 66 % of the healthcare real estate segment and 67 % of the office segment. 61 % |
• Increase the coverage to 85 %, with a minimum of 75 %, achieved through smart monitoring. | 2024 |
| MOBILITY | |||
| 7. Inform clients about the accessibility of buildings using alternative transport modes to the car. Scope : healthcare and office portfolio Measurement of objective : coverage in m² of buildings with good accessibility | • Assets accessibility has been quantified taking into account connectivity within a ten-minute walking distance (less than 800 metres) from at least one public transport (bus, underground, RER, train). 90 % |
• Continual follow-up of accessibility as investment criteria during acquisition. | 2024 |
| 8. Promote the use of alternative transport modes to the car by improving facilities. Scope : office portfolio Measurement of objective : % of bicycle parking space | • 14 % of parking spaces are equipped with charging stations in the office segment. • 28 % of bicycle parking spaces are available in the office segment. 28 % |
• Gradually improve infrastructure for cyclists by : - increasing bicycle parking spaces ; - improving the type of bicycle parking spaces ; - increasing the number of showers. |
2024 |
| 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 | • 8 % of the parking spaces available in the office portfolio are converted into shared and public parking spaces. 8 % |
• 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. | 2024 |
| 10. Implement a mobility plan. Scope : Cofinimmo group Measurement of objective : total cycled distance | • 31,823 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. • In 2023, the average CO 2 emissions of the fleet dropped by 8 % compared to 2022, the number of hybrid and electric vehicles - replacing fossil fuel cars - represents 34 % of the fleet and the number of leased company bikes increased by 35 units thanks to the ‘bike-for-all’ programme. 31,823 km |
• Raise awareness among staff members of alternative means of transport by organising events to encourage soft mobility twice a year. | 2024 |
| USE OF SUSTAINABLE/RECYCLED MATERIALS | |||
| 11. Life cycle analysis of materials used in development projects. Scope : overall portfolio Measurement of objective : number of projects since 2016 | • CO 2 -neutral Silver certification obtained for the Montoyer 10 low-carbon asset in Brussels. 11 |
• Explore innovative tools when using recycled building materials. | 2024 |
| CONSTRUCTION WASTE | |||
| 12. Partially recycle materials during renovation projects. Scope : overall portfolio Measurement of objective : number of projects | • In 2023, 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. | 2024 |
| IMPACT ON GREEN SPACES | |||
| 13. Ensure biodiversity. Scope : overall portfolio Measurement of objective : completion of planned actions | • The assessment in due diligence reviews is based on various factors. For the environment, the presence of green areas is one of the factors taken into account for each project. • The environmental impact of projects on undeveloped land are being analysed as part of the BREEAM New Construction certification process or similar certification schemes. 100 % |
• The activities of Cofinimmo do not impact protected areas and take mainly place in the city. Cofinimmo remains vigilant as to whether actions are required. | 2024 |
| OCCUPANCY-RELATED WASTE | |||
| 14. Improve waste sorting in multi-tenant office buildings by raising awareness among occupants. Scope : office portfolio Measurement of objective : % of recycled waste compared to the 70 % target | • 44.2 % of collected waste are recycled thanks to business waste management and recycling plans. |
353
SECTION 11 I APPENDICES TO THE ESG REPORT I EPRA PERFORMANCE INDICATORS I Dashboard
354
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
355
SECTION 11 I APPENDICES TO THE ESG REPORT I DASHBOARD I# Actions taken in 2023
Progress in 2023
Future actions
Deadline
ACCESSIBILITY FOR PEOPLE WITH REDUCED MOBILITY
22. Audit and research potential improvements related to the accessibility of buildings to people with reduced mobility (PRM).
Scope : healthcare and office portfolio
Measurement of objective : coverage in m² of audited projects
* 100 % of the ongoing projects have been audited in 2023.
100 %
* Continued vigilance on accessibility regarding construction sites.
2024
PROFITABILITY FOR INVESTORS AND ACCESS TO CAPITAL
23. 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 80 %.
* The list of the green & social assets allocated to sustainable financial instruments has been reviewed.
* 23 % of passing rent corresponds to buildings certified EPC label B or higher.
80 %
* Develop the net zero roadmap within the portfolio.
2030
BUSINESS ETHICS
24. 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 12 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.
* Drawing up an annual eligibility and alignment report in accordance with the European Union taxonomy.
2026
* Participated in the GRESB survey with a score which went from 45 % to 77 % in ten years.
77 %
* ‘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 2023.
AA
25. 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.
2026
26. Annually review the materiality analysis for the company’s sustainability topics.
Scope : Cofinimmo group
Measurement of objective : completion of planned actions
* Engage healthcare real estate stakeholders to challenge the material topics during the annual visits of internal and external property managers.
100 %
* Bi-annual satisfaction survey of the tenants.
2025
27. 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 recycling, etc.
Scope : Cofinimmo group
Measurement of objective : coverage in m² of buildings with a collaboration agreement
* 75 % 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).
75 %
* 85 % of surface areas in healthcare real estate covered by a sustainable collaboration agreement.
2024
28. Mobilise employees.
Scope : Cofinimmo group
Measurement of objective : emplyees with an ESG objective
* Publication of a two monthly internal newsletter including an ESG section.
* Renewed the Investors in People Gold certification following an extensive employee engagement survey.
* 100 % of employees received a ESG target for 2023 linked to the performance review process.
100 %
* Continued efforts to be worthy of the Investors in People Gold award.
* Define a global ESG objective in the annual individual objectives of each employee for 2024.
2024
SECTION 11 I APPENDICES TO THE ESG REPORT I DASHBOARD
Link between topics of Cofinimmo and SDG’s
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 combat- ting climate change and protecting the environment.
Primary ambitions
-
3. Good health
To be a leading European healthcare REIT that offers a high quality portfolio and pursues innovative approaches to real estate that address healthcare challenges. -
11. Sustainable cities and communities
The sustainability of healthcare real estate is based on a balance between making the resident’s stay more attractive and encouraging interaction with local residents and visits from relatives. Sites where several health-related functions coexist in harmony to create genuine central living spaces for the whole neighbourhood are emerging, while single-function health sites are gradually bound to disappear. Cofinimmo commits to consider socio-demographic developments (e.g. age, population, immigration) and the evolution of demand (e.g. more specialised care, evolution of the local population) when designing 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 30³ Project 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/year. To achieve this objective, a 360-degree approach, taking into account the entire life cycle of buildings, will be applied.
SDG Topics
Pages
- 3 Good health and well-being
- Gradually decontaminate buildings still containing traces of asbestos.
- Promote solidarity in order to maximise its social impact.# SECTION 11 I APPENDICES TO THE ESG REPORT I GRI CONTENT INDEX
All the GRI standards (see pages 360-363) have been reviewed by the auditor, KPMG 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 01.01.2023 to 31.12.2023. GRI 1 used GRI 1 : Foundation 2021.
Applicable GRI Sector Standard(s)
n/a
X Nursing and care home - Velp (NL)
COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I General disclosures
GRI 2 : GENERAL DISCLOSURES 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 2-1 Organizational details | Organizational details | 18-29 |
| 2-2 Entities included in the organization’s sustainability reporting | Entities included in the organization’s sustainability reporting | 304-3121 |
| 2-3 Reporting period, frequency and contact point | Reporting period, frequency and contact point | |
| 2-4 Restatements of information | Restatements of information | |
| 2-5 External assurance | External assurance | |
| 2-6 Activities, value chain, and other business relationships | Activities, value chain, and other business relationships | 126-140 |
| 2-7 Employees | Employees | 210 |
| 2-8 Workers who are not employees | Workers who are not employees | |
| 2-9 Governance structure and composition | Governance structure and composition | 204-205 |
| 2-10 Nomination and selection of the highest governance body | Nomination and selection of the highest governance body | 216 |
| 2-11 Chair of the highest governance body | Chair of the highest governance body | 215 |
| 2-12 Role of the highest governance body in overseeing the management of impacts | Role of the highest governance body in overseeing the management of impacts | 204-225 |
| 2-13 Delegation of responsibility for managing impacts | Delegation of responsibility for managing impacts | 204-225 |
| 2-14 Role of the highest governance body in sustainability reporting | Role of the highest governance body in sustainability reporting | 204-225 |
| 2-15 Conflicts of interest | Conflicts of interest | 226-229 |
| 2-16 Communication of critical concerns | Communication of critical concerns | 226-229 |
| 2-17 Collective knowledge of the highest governance body | Collective knowledge of the highest governance body | 226-229 |
| 2-18 Evaluation of the performance of the highest governance body | Evaluation of the performance of the highest governance body | 224-225 |
| 2-19 Remuneration policies | Remuneration policies | 235-245 |
| 2-20 Process to determine remuneration | Process to determine remuneration | 235-245 |
| 2-21 Annual total compensation ratio | Annual total compensation ratio | 236 |
| 2-22 Statement on sustainable development strategy | Statement on sustainable development strategy | 118-119 |
| 2-23 Policy commitments | Policy commitments | https://www.cofinimmo.com/about-us/governance/charters/ |
| 2-24 Embedding policy commitments | Embedding policy commitments | |
| 2-25 Processes to remediate negative impacts | Processes to remediate negative impacts | 226-229 |
| 2-26 Mechanisms for seeking advice and raising concerns | Mechanisms for seeking advice and raising concerns | 226-229, https://www.cofinimmo.com/about-us/governance/charters/ |
| 2-27 Compliance with laws and regulations | Compliance with laws and regulations | https://www.cofinimmo.com/esg/governance-policies/ |
| 2-28 Membership associations | Membership associations | The Shift, Women on Board, UPSI, IiP, EPRA, RICS, GRESB, BACA. |
| 2-29 Approach to stakeholder engagement | Approach to stakeholder engagement | 137-140 |
| 2-30 Collective bargaining agreements | Collective bargaining agreements |
The reporting period covers the social and financial year from 01.01.2023 to 31.12.2023 and the report is published annually. Current report has been published on 05.04.2023. Hanna De Groote, Head of ESG, is the contact point regarding the reported information.
No significant restatement of information compared to information reported in the 2022 ESG report.
KPMG Réviseurs d’Entreprises SRL/Bedrijfsrevisoren BV performed a limited assurance audit on the performance indicators, the compliance of the 2023 ESG report with the GRI Standards, as well as the green & social portfolio impact reporting.
All employees are recruited for an indefinite term. Social data are consolidated by the social secretariat Securex for Belgium and by the human resources department for the other countries with the support of an external advisor.
As at 31.12.2023, Cofinimmo called on three temporary workers and ten external consultants (short and long term).
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.
In the countries where Cofinimmo operates, complaints and feedback mechanisms are required by legislation. This accounts for 100 % of the relevant activities.
There is no trade union representation within Cofinimmo due to a lack of candidates in the compulsory employee elections held every four years. The most recent social elections have taken place in April 2020. During the compulsory social elections, Cofinimmo informs all employees of their right to free association and collective bargaining. Cofinimmo is part of Joint Committee 200 which governs the status of employees.
SECTION 11 I APPENDICES TO THE ESG REPORT I GRI CONTENT INDEX I Material topics
GRI 3 : MATERIAL TOPICS 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 3-1 Process to determine material topics | Process to determine material topics | 120 |
| 3-2 List of material topics | List of material topics | 121 |
ENERGY INTENSITY AND GHG EMISSIONS
GRI 3 : MATERIAL TOPICS 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 3-3 Management of material topics | Management of material topics | 142-144 |
GRI 302 : ENERGY 2016
| GRI Standard | Topic | Pages |
|---|---|---|
| 302-1 | Energy consumption within the organisation | 339-341 |
| 302-2 | Energy consumption outside of the organisation | 339-341 |
| 302-3 | Energy intensity | 338 |
| 302-4 | Reduction of energy consumption | 141 |
GRI 305 : EMISSIONS 2016
| GRI Standard | Topic | Pages |
|---|---|---|
| 305-1 | Direct (Scope 1) GHG emissions | 342-343 |
| 305-2 | Energy indirect (Scope 2) GHG emissions | 342-343 |
| 305-3 | Other indirect (Scope 3) GHG emissions | 342-343 |
| 305-4 | GHG emissions intensity | 344-345 |
| 305-5 | Reduction of GHG emissions | 141 |
WATER MANAGEMENT
GRI 3 : MATERIAL TOPICS 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 3-3 Management of material topics | Management of material topics | 145-146 |
GRI 303 : WATER AND EFFLUENTS 2018
| GRI Standard | Topic | Pages |
|---|---|---|
| 303-5 | Water consumption | 346 |
SAFETY OF OCCUPANTS
GRI 3 : MATERIAL TOPICS 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 3-3 Management of material topics | Management of material topics | 148 |
GRI 306 : WASTE 2020
| GRI Standard | Topic | Pages |
|---|---|---|
| 306-3 | Waste generated | 348 |
| 306-4 | Waste diverted from disposal | 349 |
GRI 413 : LOCAL COMMUNITIES 2016
| GRI Standard | Topic | Pages |
|---|---|---|
| 413-1 | Operations with local community engagement, impact assessments and development programs | 353 |
The aim is to find the best balance between the interests of the various communities affected by the construction and maintenance of buildings owned by Cofinimmo. The group intends to carry out at least one action per year in relation to this community. This programme is in line with the ESG objectives associated with social and societal challenges.
GRI 416 : CUSTOMER HEALTH AND SAFETY 2016
| GRI Standard | Topic | Pages |
|---|---|---|
| 416-1 | Assessment of the health and safety impacts of product and service categories | 353 |
| 416-2 | Incidents of non-compliance concerning the health and safety impacts of products and services | 353 |
RESPONSIBLE RELATIONS THROUGHOUT THE SUPPLY CHAIN
GRI 3 : MATERIAL TOPICS 2021
| GRI Standard | Topic | Pages |
|---|---|---|
| 3-3 Management of material topics | Management of material topics | 149 |
GRI 205 : ANTI-CORRUPTION 2016
| GRI Standard | Topic | Pages |
|---|---|---|
| 205-3 | Confirmed incidents of corruption and actions taken | 149 |
GRI 407 : FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING 2016
| GRI Standard | Topic | Description |
|---|---|---|
| 407-1 | Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk | In 2023, 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
| GRI Standard | Topic | Description |
|---|---|---|
| 415-1 | Political contributions | In 2023, no financial or in-kind political contributions made, in line with the objective of not using company resources as a political contribution. |
Links between topics of Cofinimmo and SDG’s
| SDG's | Topics # HUMAN CAPITAL
GRI 3 : MATERIAL TOPICS 2021
3-3 Management of material topics
150-154
GRI 401 : EMPLOYMENT 2016
401-1 New employee hires and employee turnover
352
GRI 402 : LABOUR/MANAGEMENT RELATIONS 2016
402-1 Minimum notice periods regarding operational changes
139
The minimum notice period for operational changes is six weeks. In 2023, 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
149
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
149, 151
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
154
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
154
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
154
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
149
403-9 Work-related injuries
353
GRI 404 : TRAINING AND EDUCATION 2016
404-1 Average hours of training per year per employee
152
404-3 Percentage of employees receiving regular performance and career development reviews
152
GRI 405 : DIVERSITY AND EQUAL OPPORTUNITY 2016
405-1 Diversity of governance bodies and employees
352
405-2 Ratio of basic salary and remuneration of women to men
352
GRI 406 : NON-DISCRIMINATION 2016
406-1 Incidents of discrimination and corrective actions
No incidents of discrimination were reported in 2023.
PROFITABILITY FOR INVESTORS AND ACCESS TO CAPITAL
GRI 3 : MATERIAL TOPICS 2021
3-3 Management of material topics
155-157
GRI 201 : ECONOMIC PERFORMANCE 2016
201-1 Direct economic value generated and distributed
155
363
SECTION 11 I APPENDICES TO THE ESG REPORT I GRI CONTENT INDEX I Statutory auditor’s report
Independent Auditor’s Limited Assurance Report on selected environmental, social and governance information published in the ‘Universal registration document 2023’ of Cofinimmo NV/SA for the year ending 31 December 2023.
To the Board of Directors of Cofinimmo NV/SA
Conclusion
We have performed a limited assurance engagement on whether Cofinimmo NV/SA (hereafter ‘the Company’)'s selected environmental, social and governance information as of and for the year ended 31 December 2023 published in the ‘Universal registration document 2023’ under the section ‘EPRA performance indicators’ subtitle, ‘Third-party assurance’ as well as marked with the symbol under the section ‘Report on the indicators for the green & social portfolio’ (‘the Selected Information’) has been prepared in accordance with the European Public Real Estate Association Sustainability Best Practices Recommendations (EPRA sBPR, 3 rd version) Guidelines, based on the Global Reporting Initiative (GRI) standards, and in accordance with the Cofinimmo Sustainable Finance Framework May 2020 (hereafter ‘the Applicable Criteria’).
The Selected Information should be read and understood together with the Applicable Criteria, as 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 |
Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Company’s Selected Information as of and for the year ended 31 December 2023 is not prepared, in all material respects, in accordance with the Reporting Criteria.
Our conclusion on the Selected Information does not extend to any other information that accompanies or contains the Selected Information and our assurance report.
364 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
Basis for conclusion
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).
Our responsibilities under this standard are further described in the ‘Our responsibilities’ section of our report. We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA). Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Responsibilities for the Selected Information
The board of directors of the Company is responsible for:
* designing, implementing and maintaining internal control relevant to the preparation of the Selected Information that is free from material misstatement, whether due to fraud or error;
* selecting or developing suitable criteria for preparing the Selected Information and appropriately referring to or describing the criteria used; and
* preparing, and properly calculating the Selected Information in accordance with the Reporting Criteria.
Our responsibilities
We are responsible for:
* planning and performing the engagement to obtain limited assurance about whether the Selected Information is free from material misstatement, whether due to fraud or error;
* forming an independent conclusion, based on the procedures we have performed and the evidence we have obtained; and
* reporting our conclusion to the board of directors of the Company.
We exercised professional judgment and maintained professional skepticism throughout the engagement. We designed and performed our procedures to obtain evidence about the Selected Information that is sufficient and appropriate to provide a basis for our conclusion. Our procedures selected depended on our understanding of the Selected Information and other engagement circumstances, and our consideration of areas where material misstatements are likely to arise.# SECTION 11 I APPENDICES TO THE ESG REPORT I STATUTORY AUDITOR’S REPORT
I Cross-reference tables
Cross-reference table for the universal registration document
This cross-reference table includes the headings provided for in Annexes I and II of the Commission Delegated Regulation (EU) 2019/980 of 14.03.2019 and refers to the pages of this universal registration document where the information relating to each of these headings is mentioned.
366 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL
PAGES
Item 1.1
Identify all persons responsible for the information or any parts of it, given in the registration document with, in the latter case, an indication of such parts. In the case of natural persons, including members of the issuer’s administrative, management or supervisory bodies, indicate the name and function of the person ; in the case of legal persons indicate the name and registered office.
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.
10, 244
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.
10, 244
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 2.1
Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with their membership in a professional body).
244
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.
244
SECTION 3 RISK FACTORS
Item 3.1
A description of the material risks that are specific to the issuer, in a limited number of categories, in a section headed ‘Risk Factors’. 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.
4
SECTION 4 INFORMATION ABOUT THE ISSUER
Item 4.1
The legal and commercial name of the issuer.
374
Item 4.2
The place of registration of the issuer, its registration number and legal entity identifier (‘LEI’).
374
Item 4.3
The date of incorporation and the length of life of the issuer, except where the period is indefinite.
374
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.
374
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, 30-77
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).
44, 77
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.
304
Item 5.7.4
A description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets.
24, 116
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.
304
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.
In carrying out our engagement :
* we have considered the process used to prepare the Selected information contained therein ;
* we have evaluated the appropriateness of the Reporting Criteria used and their consistent application, including the reasona - bleness of estimates made by management ;
* we have interviewed the Company’s management and have inspected selected documentation to gain an understanding of the Company’s activities, its environment as well as the applicable reporting framework which gave rise to need for reporting estimates to be recognised and disclosed ;
* we obtained an understanding of how management selected, identified and applied the relevant method, assumptions and sources of data within the applicable reporting framework ;
* we evaluated the plausibility of the identified method and selected assumptions, as well as the relevance and reliability of selected data sources used in its application, also we verified the mathematical accuracy of the selected calculations ;
* we interviewed relevant staff responsible for providing the information, for carrying out internal control procedures, and for consolidating the Selected Information ;
* we inspected relevant internal and external documentation, on a sample basis, in order to determine the reliability of the Selected Information ; and
* we performed analytical review procedures to confirm our understanding of trends in the Selected Information.
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. Consequently, the level of assurance obtained in a limited assurance engagement is sub - stantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Zaventem, 2 April 2024
KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises
represented by Jean-François Kupper Tanguy Legein
Bedrijfsrevisoren/Réviseurs d’Entreprises Bedrijfsrevisoren/Réviseurs d’Entreprises# 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, 87-99
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 set 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. 110
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, 87-99
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 367
SECTION 12 I CROSS-REFERENCE TABLES I
SECTION 8 CAPITAL RESOURCES
Item 8.1
Information concerning the issuer’s capital resources (both short term and long term). 87-99
Item 8.2
An explanation of the sources and amounts of and a narrative description of the issuer’s cash flows. 87-99
Item 8.3
Information on the borrowing requirements and funding structure of the issuer. 87-99
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. 87-99
Item 8.5
Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2. 24, 87-99
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, 66, 74
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. 110
Item 11.2
Where an issuer chooses to include a new profit forecast or a new profit estimate, or a previously published profit forecast or a previously published profit estimate pursuant to item 11.1, the profit forecast or estimate shall be clear and unambiguous and contain a statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. The forecast or estimate shall comply with the following principles :
a) there must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies ;
b) the assumptions must be reasonable, readily understandable by investors, specific and precise and not relate to the general accuracy of the estimates underlying the forecast ;
c) in the case of a forecast, the assumptions shall draw the investor’s attention to those uncertain factors which could materially change the outcome of the forecast. 110
Item 11.3
The prospectus shall include a statement that the profit forecast or estimate has been compiled and prepared on a basis which is both :
a) comparable with the historical financial information ;
b) consistent with the issuer’s accounting policies. 10
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, 202
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. 226
SECTION 13 REMUNERATION AND BENEFITS
In relation to the last full financial year for those persons referred to in points (a) and (d) of the first subparagraph of item 12.1 :
Item 13.1
The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person. 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. 233
Item 13.2
The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits.# SECTION 14 BOARD PRACTICES
In relation to the issuer’s last completed financial year, and unless otherwise specified, with respect to those persons referred to in point (a) of the first subparagraph of item 12.1:
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.
214
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, 233
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.
219-220
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.
204
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).
214
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.
210
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.
234, 238, 240
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.
187, 207
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.
n/a
369
SECTION 12 I CROSS-REFERENCE TABLES I
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.
256
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, 100, 104, 107, 250
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.
100, 250
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.# SECTION 18 - FINANCIAL INFORMATION
Item 18.3.2 Indication of other information in the registration document that has been audited by the auditors.
Where Directive 2014/56/EU and Regulation (EU) No 537/2014 do not apply : a) the historical annual financial information must be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard.
Item 18.3.3 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I 371
SECTION 12 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 : |
|---|---|
| 248-333 | 1° the audited financial statements ; |
| 18 | 2° the management report ; |
| 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 ; |
| 320, 332 | 4° the report signed by the auditor or by the person responsible for auditing the financial statements. |
§ 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.
248-333
ARTICLE 3:6 OF THE CCA (FORMER ARTICLE 96 OF THE COMPANY CODE)
The management report includes :
| 4, 18-155 | 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 ; |
| 108 | 2° data on important events occurring after the financial year-end ; |
| 4 | 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 ; |
| n/a | 4° information relating to research and development activities ; |
| 376 | 5° information relating to the existence of branches of the company ; |
| n/a | 6° in the event that the balance sheet shows a deferred loss or the income statement shows a loss for the financial year for two successive financial years, a justification for the application of the going concern accounting rules ; |
| 230, 233 | 7° all the information that must be inserted in it pursuant to this code, in particular articles 7:96, § 1, indent 2, 7:97, § 4, last indent, and 7:220, §§ 1 and 2 ; |
| 4, 87 | 8° as regards the use of financial instruments by the company and where relevant for the valuation of its assets, liabilities, financial position and profits or losses : - the company’s financial risk management objectives and policy, including its policy concerning the hedging of each main category of planned transactions for which hedge accounting is used ; and - the company’s exposure to price risk, credit risk, liquidity risk and treasury risk ; |
| 219 | 9° where applicable, proof of the independence and of the accounting and auditing expertise of at least one member of the audit committee. |
§ 2.# For listed companies, the management report also includes a corporate governance statement, which is a specific section that contains at least the following information :
1. The designation of the corporate governance code applied by the company, as well as an indication of where that code may be publicly consulted and, where appropriate, relevant information relating to the corporate governance practices applied alongside the code used and the legal requirements, with an indication of where this information is available.
2. Provided that a company does not apply in full the corporate governance code referred to in 1°, an indication of the parts of the corporate governance code from which it derogates and the justified reasons for this derogation.
3. A description of the main characteristics of the company’s internal control and risk management systems as part of the process of preparing financial information.
4. The information referred to in Article 14, § 4, of the Law of 2 May 2007 on the disclosure of major holdings in issuers the shares of which are admitted to trading on a regulated market and laying down miscellaneous provisions.
This cross-reference table indicates the location in the universal registration document of each of the elements that must appear in the annual financial report in accordance with Belgian law. The relevant provisions can be found in article 12 of the royal decree of 14.11.2007 on the obligations of issuers of financial instruments admitted for trading on a regulated market (the ‘2007 royal decree’), which refers to article 3:6 of the Code of companies and associations (CCA) as regards the management report on statutory accounts, with the latter referring to article 3:32 of the CCA as regards the management report on consolidated accounts.
I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
- The composition and method of operation of the administrative bodies and their committees.
- A description of:
a. The diversity policy applied by the company to the members of the Board of Directors or, where applicable, the Supervisory Board and the Management Board, to other executives and to representatives responsible for the day-to-day management of the company.
b. The objectives of this diversity policy.
c. The procedures for implementing this policy.
d. The results of this policy during the year.
In the absence of a diversity policy, the company explains the reasons justifying this in the declaration. The description in any event includes an overview of the efforts made to ensure that at least one third of the members of the board of directors or, where appropriate, the supervisory board, are of a different gender from the other members. - 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.
- The information that must be included in it pursuant to Article 74, § 7, of the Law of 1 April 2007 on public takeover bids.
§ 3. For listed companies, the corporate governance statement referred to in paragraph 2 also includes the remuneration report, which is a specific section.
§ 4 A non-financial statement
ARTICLE 3:32 OF THE CCA (FORMER ARTICLE 119 OF THE COMPANY CODE)
§ 1 er A management report on the consolidated financial statements is attached to the consolidated financial statements by the administrative body. This report includes:
1. At least one fair review of the business developments, the results and the situation of all the companies included in the scope of consolidation, as well as a description of the main risks and uncertainties they face. This review consists of a balanced and comprehensive analysis of the business developments, the results and the situation of all the companies included in the scope of consolidation, in relation to the volume and complexity of these activities. Insofar as is necessary to understand business developments, results or the situation of companies, the analysis must include key performance indicators of both a financial and, where applicable, non-financial nature relating to the specific activity of companies, in particular information relating to environmental and personnel issues. In providing its analysis, the management report contains, where appropriate, references to the amounts indicated in the consolidated financial statements and additional explanations relating thereto.
2. Data on important events occurring after the financial year-end.
3. Provided that they are not likely to cause serious harm to a company included in the scope of consolidation, information on circumstances likely to have a significant impact on the development of the consolidated entity.
4. Information relating to research and development activities.
5. As regards the use of financial instruments by the company and where relevant for the valuation of its assets, liabilities, financial position and result:
- The financial risk management objectives and policy of all the companies included in the scope of consolidation, including their policy concerning the hedging of each main category of planned transactions for which hedge accounting is used.
- The exposure of all the companies included in the consolidation to price risk, credit risk, liquidity risk and treasury risk.
6. Where applicable, proof of the independence and of the accounting and auditing expertise of at least one member of the audit committee of the consolidating company or of the company in which the main activity of the consortium is established.
7. A description of the main characteristics of the internal control and risk management systems of related companies in relation to the process of preparing the consolidated financial statements when a listed company or a public interest entity within the meaning of Article 1:12, 2°, is included in the consolidation scope.
8. The information that must be included in it pursuant to Article 34 of the royal decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.
9. The information that must be included in it pursuant to Article 74, § 7, of the Law of 1 April 2007 on public takeover bids.
§ 2 Non-financial declaration
SECTION 12 I CROSS-REFERENCE TABLES I
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 (Reg- istre 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.
NACEBEL codes
Cofinimmo and most of its subsidiaries carry out their economic activities in Belgium under NACE codes 68.201 (renting and oper- ating of own or leased residential real estate, except social housing) and 68.203 (renting and operating of own or leased non-residential real estate, except land), according to the sta- tistical classification of economic activities of enterprises in Belgium ‘NACEBEL 2008’.
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 09.10.2023 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 26.10.2023.# Standing Document
General information
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 has filed its Memorandum and Articles of Asso- ciation and is required to file its Coordinated Articles of Associ- ation and all other documents required to be published in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) with the registry of the French-speaking Commercial Court in Brussels, where they are available to the public. A copy of the latest version of the Company’s coordinated Articles of Association and Corporate Governance Charter is also available on the company’s website.
The audited statutory annual accounts and the consolidated annual accounts, together with the report of the board of direc- tors and the statutory auditor’s report, are filed with the National Bank of Belgium, where they are made available to the public.
In addition, as a listed company, the company is required to publish a consolidated annual report (comprising the consoli- dated financial statements to be filed with the National Bank of Belgium and a responsibility statement) and a consolidated half- yearly report (comprising the (condensed) consolidated finan- cial statements, the auditor’s report, if audited or reviewed, and a responsibility statement). These reports are available to the public on the Company’s website.
As a listed company, the company is also required to disclose to the public ‘inside information’, information about its share - holder structure and certain other information. In accordance with the Royal decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a Belgian reg- ulated market, this information and documentation is made available via the company’s website, press releases, Euronext Brussels communication channels or a combination of these means. All press releases issued by the company are made available on its website.
Decisions relating to the appointment and dismissal of mem - bers of the board of directors and the executive committee 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 national daily newspapers. From the date of publication of the notice of meeting, this notice of meeting and all documents relating to the general shareholder meeting will be made available on the company’s website, as required by law.
All press release, yearly and half-yearly reports, as well as half-yearly financial information published by the Cofinimmo group 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 unreal - ised 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 regu - lations (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 gov- erned 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 a 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) lever - age 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 possi - bility of extending this period by consecutive periods of up to five years each.
France : The Société d’Investissements Immobiliers Cotée (SIIC)
The société d’investissements immobiliers cotée (SIIC) tax regime, introduced by the French finance Law for 2003 No. 2002-1575 of 30.12.2002 authorises the creation in France of real estate companies subject to a specific tax regime, similar to that of the RREC regime in Belgium. Cofinimmo group opted, through its French branch, for the SIIC regime for the first time on 04.08.2008.
The essential characteristic of this tax regime is to introduce a system of taxation of profits at the level of the shareholder (the company is not, itself, subject to corporate tax because of its strictly real estate activities) and allows Cofinimmo to benefit from an exemption from corporate tax on the rental income and realised gains of its French branch and subsidiaries in return for an obligation to distribute 95 % of the profits from the letting of its property assets. The results of the French branch are sub - ject to a 5 % withholding tax (branch tax) in application of the Franco-Belgian double taxation agreement currently in force.# SIIC Regime
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: 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 the scheme will end in 2025.
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%.
376 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023
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 2023 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 1,970,210,504.10 EUR is fully paid-up. The shares have no par value. The history of share capital changes prior to 2023 is available in the annual financial reports of the previous years which are available on the company’s website www.cofinimmo.com.
Changes in share capital in 2023
| Transaction date | 05.06.2023 | 07.07.2023 | 13.07.2023 | 09.10.2023 | Position as at 31.12.2022 | Position as at 31.12.2023 |
|---|---|---|---|---|---|---|
| Transaction type | ||||||
| Issue price (in EUR) | 73.78 | 71.92 | 71.01 | 60.00 | ||
| Amount of share capital (in EUR) | + 32,151,769.48 | + 21,460,735.68 | + 5,438,975.43 | + 149,287,402.75 | ||
| Amount of the net contribution to shareholders’ equity (in EUR) | + 44,266,081.72 | + 28,801,946.24 | + 7,207,159.95 | + 167,148,300.00 | ||
| Number of shares | + 599,974 | + 400,472 | + 101,495 | + 2,785,805 | ||
| Total number of shares after the transaction | 32,877,729 | 33,477,703 | 33,878,175 | 33,979,670 | 36,765,475 | |
| Amount of share capital after the transaction (in EUR) | 1,761,871,620.76 | 1,794,023,390.24 | 1,815,484,125.92 | 1,820,923,101.35 | 1,970,210,504.10 |
Description of share types
At 31.12.2023, Cofinimmo had issued 36,765,475 shares. The procedure referred to in the articles of association, as provided by law, is applicable to modify their rights.
Authorised capital
As at 31.12.2023, the amount by which the board of directors can increase the subscribed capital within the framework of the authorised capital is 1,233,310,182.14 EUR. On 10.05.2023, 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:
- 880,935,810.00 EUR, i.e. 50% of the amount of the capital on the date of the extraordinary general meeting of 10.05.2023, 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;
- 352,374,324.00 EUR, i.e. 20% of the amount of the capital on the date of the extraordinary general meeting of 10.05.2023, for capital increases in the context of the distribution of an optional dividend;
- 176,187,162.00 EUR, i.e. 10% of the amount of the capital on the date of the extraordinary general meeting of 10.05.2023, 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 1,409,497,296.00 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 01.01.2023 amounted to 31,575. All these shares are entitled to a share of the results of the financial year starting on 01.01.2023. The number of treasury shares held by Cofinimmo group as at 31.12.2023 amounted to 22,511, which represents a level of self-ownership of 0.06%.
377 SECTION 13 I STANDING DOCUMENT I
Changes in treasury shares in 2023
| Position at 01.01.2023 | Transfers of shares as part of the Long-Term Incentive in the first quarter of 2023 | Transfers of shares as part of the stock option plan during the first half of 2023 | Position at 31.12.2023 |
|---|---|---|---|
| 31,575 | 5,664 | 3,400 | 22,511 |
Shareholding
The shareholding structure is set out in the chapter ‘Cofinimmo on the stock market’ of this universal registration document. It is also available on the company’s website.
Articles of Association
Summary of changes
Only Articles 6.1 and 6.2 have been amended to take into account the capital increases that took place during the year 2023 and the new authorisation of the board of directors to increase the share capital within the framework of the authorised capital.
Articles of Association as at 31.12.2023
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 language of the articles pursuant to the applicable linguistic rules. Such a decision does not require an amendment to the articles, unless the registered office is transferred to another Region. In this case, the board of directors has the power to amend the articles. If, due to transfer of the registered office, the language of the articles must be changed, only the general meeting has the power to take the decision, in accordance with the rules applicable to amendment of the articles. The Company may establish, by a simple decision of the board of directors, management offices, subsidiaries or branches in Belgium or abroad. The Company’s email address is [email protected]. The Company’s website is the following: www.cofinimmo.com. The board of directors may modify the e-mail address and the website of the Company in accordance with the provisions of the Code of Companies and Associations.# X From left to right : Benjamin De Reus - Data Leader Patricia Swinnens - Corporate Governance Assistant Frédéric Magain - IT Support Engineer Jessi Bex - Community Manager X Office building The Gradient - Brussels decentralised (BE)
378 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Article 3 - Purpose
3.1 The Company’s sole purpose is to :
(a) place, directly or through a company in which it holds a stake in accordance with the provisions of the RREC regulations, buildings at the disposal of users ; and
b) within the limits set by the RREC regulations, hold the real property mentioned in Article 2, sub-paragraph 5, vi to xi of the RREC Act.
Real property means :
i. buildings as defined in Article 517 et seq. of the Civil Code and rights in rem in buildings, excluding buildings used for forestry, agricultural or mining activities ;
ii. shares or units with voting rights issued by real estate companies more than twenty-five percent (25 %) of whose capital is held directly or indirectly by the Company ;
iii. option rights for real property ;
iv. shares of public regulated real estate companies or institutional regulated real estate companies provided, in the case of the latter, more than twenty-five percent (25 %) of the capital is held directly or indirectly by the Company ;
v. rights arising from financial leasing agreements con - cluded 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 person- ality, (ii) governed by the law of another Member State of the European Economic Area, (iii) whose shares are admitted (or not admitted) to trading on a regulated market and that form the object (or do not form the object) of prudential control, (iv) whose main activity is the acquisition or construction of buildings in order to make them available to users or the direct or indirect holding of shares in companies engaged in a similar activity, and (v) that are exempt from income tax on profits relating to the activity referred to in point (iv) above, subject to compliance with certain constraints, taking into account at least the statutory obligation to distribute a portion of their income to shareholders (so-called real estate investment trusts or REITs) ;
x. the real estate certificates referred to in the Act of 11 July 2018 ;
xi. the shares or units of specialised real estate investment funds (B-REIT).
The real property referred to in Article 3.1 (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’-agree- ments ;
ii. DB(F)M agreements, so-called ‘Design-Build-(Finance)- Maintain’ agreements ;
iii. DBF(M)O agreements, so-called ‘Design-Build-Fi - nance-(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 devel- opment, 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.
379 SECTION 13 I STANDING DOCUMENT I
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.
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 diversi- fication. 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 oth- erwise, in all businesses, undertakings or companies having a purpose similar or complementary to its own and that facilitate the development of its business and, in general, perform all transactions relating directly or indirectly to its corporate purpose as well as all acts necessary or useful to realise this purpose.
Article 4 - Prohibitions
The Company may not :
• act as a property developer in accordance with the RREC regulations, except on an occasional basis ;
• participate in an underwriting or guarantee syndicate ;
• lend financial instruments, with the exception of loans 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 enti- tled 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 11,970,210,504.10 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 :
- 880,935,810.00 EUR, namely 50 % of the capital on the date of the extraordinary general meeting of 10.05.2023, rounded down, if applicable, for capital increases by means of cash contributions with the possibility for the Company’s shareholders to exercise a pre-emptive right or priority allocation right ;
- 352,374,324.00 EUR, namely 20 % of the capital on the date of the extraordinary general meeting of 10.05.2023, rounded down, if applicable, for capital increases in the context of the distribution of an optional dividend ;
- 176,187,162.00 EUR, namely 10 % of the capital on the date of the extraordinary general meeting of 10.05.2023, 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 pre-emptive 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 1,409,497,296.00 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 10.05.2023 in the appendices of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad).
Upon any capital increase, the board of directors shall determine the price, the issue premium, if any, and the conditions for issuance of the new securities. Capital increases thus determined by the board of directors may be subscribed in cash, in kind or by a combination of both or effected through the incorporation of reserves, including profits carried forward and issue premiums, as well as all components of equity reflected in the Company’s IFRS financial statements (drawn up pursuant to the applicable RREC regulations) capable of being converted into capital, with or without the creation of new securities. Such capital increases may also be realised through the issuance of convertible bonds, subscription rights or any other securities representing the capital or giving access to it.
380 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I
When capital increases decided pursuant to this authorisation include an issue premium, the amount thereof shall be credited to one or more distinct accounts in the equity section on the liability side of the balance sheet. The board of directors is free to decide to place any issue premium, possibly after deduction of an amount capped at the costs of the capital increase determined in accordance with the applicable IFRS rules, in a non-distributable account, which shall constitute, like the capital, a guarantee for third parties and which may only be reduced or abolished pursuant to a decision of the general meeting taken in accordance with the conditions required to amend the articles, except in the case of conversion into capital. In the event of a capital increase accompanied by an issue premium, only the amount credited to capital shall be deducted from the remaining usable balance of authorised capital.
The board of directors is authorised to restrict or cancel the pre-emptive right of shareholders, even in favour of one or more specified persons other than employees of the Company or of one of its subsidiaries, to the conditions applicable under the RREC regulations. If and insofar as a priority allocation right must be granted to the existing shareholders upon allocation of the new securities, it complies with the conditions provided for by the RREC regulations and Article 6.4 of the articles of association. In any case, it should not be granted in the case of cash contributions made in accordance with Article 6.4 of the articles of association.
Capital increases by way of a contribution in kind shall be carried out in accordance with the requirements of the RREC regulations and the conditions set out in Article 6.4 of the articles of association. Such contributions may also concern dividend entitlements in the context of the distribution of an optional dividend. The board of directors is authorised to have set down in a notarised document the resulting amendments to the articles of association.
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 transaction (for an acquisition or pledge), it being noted that the Company may at no time hold more than ten percent (10 %) of its total outstanding shares. The board of directors is also expressly authorised to dispose of the Company’s treasury shares to one or more specified persons other than employees of the Company or of its subsidiaries, in accordance with the provisions of the Code of Companies and Associations. The above-mentioned authorisations extend to acquisitions and disposals of the Company’s shares by one or more direct subsidiaries of the latter, within the meaning of the statutory provisions on the acquisition of shares of a parent company by its subsidiaries.
6.4 Capital increases
Any capital increase shall be carried out in accordance with the provisions of the Code of Companies and Associations and the RREC regulations. The Company may not subscribe directly or indirectly to its own capital increase. For any capital increase, the board of directors shall determine the price, the issue premium, if any and the conditions for issuance of the new securities, unless the general meeting takes a decision on these points. If the general meeting decides to request the payment of an issue premium, the amount thereof must be credited to one or more distinct accounts in the equity section of the balance sheet.
Contributions in kind may also relate to a dividend entitlement in the context of the distribution of an optional dividend, with or without a complementary cash injection.
In the event of a capital increase by way of a cash contribution pursuant to a decision of the general meeting or within the limits of the authorised capital, the pre-emptive right of shareholders may only be restricted or abolished provided, insofar as required by the RREC regulations, a priority allocation right is granted to the existing shareholders upon allocation of the new securities. If applicable, this priority allocation right shall meet the following conditions pursuant to the RREC regulations :
- it extends to all newly issued securities ;
- it is granted to shareholders in proportion to the capital represented by their shares at the time of the transaction ;
- a maximum price per share is announced no later than the day before the opening of the public subscription period, which must last for at least three trading days.
The priority allocation right is applicable to the issuance of shares, convertible bonds and subscription rights that are exercisable through cash contributions.
In accordance with the RREC regulations, such a right should not be granted in the event of a capital increase through a cash contribution carried out at the following conditions :
- the capital increase is effected by means of the authorised capital ;
- the total value of the capital increases carried out over a period of twelve (12) months, in accordance with this paragraph, does not exceed 10 % of the amount of capital as it stood at the time of the decision to increase the capital.
Nor should it be granted in the event of a cash contribution with restriction or cancellation of the pre-emptive right of shareholders, complementary to a contribution in kind in the context of the distribution of an optional dividend, provided grant of the latter is effectively open to all shareholders.
381 SECTION 13 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.# Part III - Management and supervision
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 regulated Belgian market in accordance with the RREC regulations. For purposes of the statutory rules on the disclosure of substantial shareholdings in issuers whose shares are admitted to trading on a regulated market, the thresholds whose crossing gives rise to a notification obligation are fixed at five percent (5 %) and multiples of five percent (5 %) of the total number of outstanding voting rights. Apart from the exceptions provided for by law, no one may cast at a general meeting of the Company more votes than those attached to the securities the person declared to hold, pursuant to and in accordance with the law, at least twenty (20) days prior to the date of the general meeting. The voting rights attached to undeclared securities shall be suspended.
382 I COFINIMMO I UNIVERSAL REGISTRATION DOCUMENT 2023 I Part III - Management and supervision
Article 10 - Composition of the board of directors
The Company is managed by a board of directors composed of at least five members, appointed by the general meeting for a term of four years in principle. The general meeting may remove a director from office at any time, with immediate effect and without cause. The directors may be re-elected. The board of directors shall include at least three independent directors in accordance with the applicable statutory provisions. Unless the general meeting’s appointment decision provides otherwise, the term of office of out-going directors, who have not been re-elected, ends immediately following the general meeting at which directors were re-elected. In the event of one or more vacancies, the remaining directors, at a meeting of the board, shall be empowered to provisionally fill the vacancies, until the next general meeting. The first general meeting that follows shall decide whether to confirm the appointment of the co-opted director(s). The directors’ remuneration, if any, may not be determined based on the operations and transactions carried out by the Company or its group companies. The directors must be natural persons and meet the requirements of good repute and expertise provided for in the RREC regulations. They may not fall under any of the prohibitions referred to in the RREC regulations. The appointment of directors is subject to the prior approval of the Financial Services and Markets Authority (FSMA). The board of directors may appoint one or more observers who may attend all or some board meetings, in accordance with the conditions determined by the board.
Article 11 - Chairperson – decision-making
The board of directors meets when called at the place designated in the convocation notice, as often as the Company’s interests so require. A meeting must be called when so requested by two directors. The board of directors shall choose a chairperson and vice chairperson from amongst its members. Meetings are presided over by the chairperson or, in the chairperson’s absence, the vice chairperson or, if they are both absent, the most senior director present and, in the event of equal seniority, the eldest director. The board’s decisions are valid only if a majority of its members are present or represented. Notices of meetings are sent by e-mail or, if no e-mail address has been provided to the Company, by regular mail or any other means of communication, in accordance with the applicable statutory provisions. A director who cannot be present may, by letter, e-mail or any other means of communication, designate another member of the board to represent him/her at a board meeting and vote on his/her behalf ; the director will, in this case, be considered present. However, no member of the board may represent more than one other director in this way. Decisions are adopted by a majority of the votes cast ; in the event of a tie, the chairperson shall cast the deciding vote. The board of directors’ decisions are set down in minutes recorded or bound in a special register, kept at the Company’s registered office and signed by the chairperson of the board 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. 383 SECTION 13 I STANDING DOCUMENT I The members of the executive 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 commit- tee, 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 exec- utive 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 Wednes- day 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 Satur- day 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 share- holder’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 meet- ing, 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 meet - ing 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.
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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 meet - ing, 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 Asso- ciations imposes a quorum. The general meeting may only take valid decisions on amend - ments to the articles of association if half the capital is present or represented. If this condition is not met, a second meeting will need to be convened and decisions taken at the second meeting will be valid, regardless of the percentage of capital present or represented. The general meeting cannot vote on items that do not appear on the agenda. Unless provided otherwise by law, decisions are approved by the general meeting, regardless of the number of shares repre- sented at the meeting, by a simple majority of votes cast. Blank or irregular ballots are not counted. The articles of association may only be amended by a majority of at least three quarters of the votes cast or, for amendments to the purpose or an object of the Company, four fifths of the votes cast, excluding abstentions. Voting shall be by show of hands or roll call unless the general meeting decides otherwise by a simple majority of votes cast. Any proposed amendment to the articles of association shall first be submitted to the FSMA. An attendance list indicating the names of the shareholders and the number of shares held by each shall be signed by each shareholder or the shareholder’s representative before entering the meeting.
Article 25 – Distance voting
Upon authorisation by the board of directors in the notice calling the meeting, shareholders shall be authorised to vote remotely or via the Company’s website, using a form prepared and provided by the Company. This form must indicate the date and place of the meeting, the shareholder’s name or company name, dom- icile or registered office, the number of votes which the share- holder wishes to cast at the meeting, the type of shares held and the items on the agenda for the meeting (including proposed resolutions) and include a space allowing the shareholder to vote for or against each resolution or to abstain as well as the deadline by which the voting form must reach the Company. It shall expressly stipulate that the form must be signed and reach the Company no later than the sixth day prior to the meeting. In accordance with article 7:137 of the Code of Companies and Associations, the board of directors may provide that each share- holder and any other securities holder referred to in article 7:137 of the Code of Companies and Associations may also participate remotely in the general meeting through an electronic means of communication made available to him/her by the Company. Shareholders who participate in the general meeting through such a mean are deemed to be present at the place where the meeting is held in order to comply with the quorum and majority requirements. The electronic means of communication referred to above must enable the Company to verify the status and identity of the shareholder, in accordance with the procedures laid down by the board of directors. The board of directors may set any addi- tional conditions to ensure the security of the electronic means of communication.# SECTION 13 I STANDING DOCUMENT I
Article 26 - Minutes
The minutes of the general meeting shall be signed by the members of the presiding committee and by those shareholders who wish to do so. Copies of or extracts from the minutes for use by third parties shall be signed by one or more directors having the power to represent the company.
Article 27 - General meetings of bondholders
The provisions contained in this article apply to bonds only to the extent the issue conditions do not provide otherwise. The board of directors and the auditor(s) of the Company can call the bondholders to a general meeting of bondholders. They must call a general meeting when requested to do so by bondholders representing one-fifth of the total outstanding bonds. The notice of the meeting must include the agenda and be sent in accordance with the Code of Companies and Associations. To be admitted to the general meeting of bondholders, the holders of bonds must comply with the formalities provided for by the Code of Companies and Associations as well as any applicable formalities laid down in the issue conditions or in the notice calling the meeting.
Part V – Accounts - Distribution
Article 28 - Accounts
The financial year starts on the first of January and closes on the thirty-first of December of each year. At the end of each financial year, the books of account and accounting documents are approved and the board of directors prepares a statement of assets and liabilities and the annual accounts. The board of directors then draws up a report, called the ‘management report’, in which it renders an account of its management. For purposes of the annual general meeting, the statutory auditor draws up a detailed report, called the ‘audit report’.
Article 29 - Distribution
The Company is obliged to distribute to its shareholders, within the limits permitted by the Code of Companies and Associations and the RREC regulations, a dividend, the minimum amount of which is set by the RREC regulations. By decision of the extraordinary general meeting held on 15.01.2020, 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).
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.# Glossary
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 (Environment, Social and Governance)
Environmental, social and governance aspects of an organi- sation. 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 individ- ually own less than 5 % of the total number of shares.
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FSMA (Financial Services and Markets Authority)
The independant regulatory authority governing financial mar- kets in Belgium.
GHG emissions (Greenhouse Gas)
Quantity of greenhouse gases emitted into the atmosphere as a result of an organisation’s activities.
GPR250 (Global Property Research 250)
Stock exchange index of the 250 largest listed real estate com- panies worldwide.
Green & social bonds
Green and social bonds whose income is intended to (re)finance projects with a positive contribution to sustainable, environ- mental, 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 acqui- sition value, transaction fees not deducted.
IAS/IFRS (International Accounting Standards/ International Financial Reporting Standards)
International accounting standards of the International Account- ing Standards Board (IASB) in order to prepare the financial statements.
Investment value
Fair value of investment properties as established by real estate valuers, with inclusion 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 min- imum 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, pharma- cists, etc.) receive their patients/customers.
Net asset value per share*
This is the book value per share based on the IFRS accounts, which take into account the fair value of investment properties. It is calculated by dividing the amount of equity attributable to equity holders of the parent company by the number of shares in issue.
Net result
Net result from core activities plus (+) result on financial instru- ments 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 reduc- tion 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-group share* distributed by way of a dividend.
PEB (Energy Performance of a Building)
This index, originating in the 2002/91/EC European Directive, expresses the amount of energy needed for the various require- ments related to normal building use. It results from a calculation of various factors that influence energy demand (insulation, ventilation, solar and internal contributions, heating, etc.).
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PPP (Public-Private Partnership)
Partnership between the public and private sectors on projects with a public destination : urban renewal, infrastructure works, public buildings, etc.
Prime yield rate
The prime yield rate is the lowest rate of return observed over a given period for the acquisition of an asset of excellent quality, ideally located in the most sought-after geographical area and meeting current investor expectations and criteria. It therefore serves as a benchmark for property professionals and investors.
Record date
Date on which positions are closed to identify the dividend-en- titled shareholders, i.e. two working days after the ex-date.
REIT (Real Estate Investment Trust)
A listed real estate investment trust in the United States.
RREC (Regulated Real Estate Company)
Status created in 2014 with the same objectives as the Real Estate Investment Trusts (REIT) in different countries : REIT (USA), SIIC (France) and FBI (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 fol- lowing the entry of any asset into the RREC, SIIC or FBI regimes.
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 pro- mote 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.
Triple net
So-called ‘triple net’ lease contracts or yields imply that insur- ance costs, taxes and maintenance expenses are borne by the tenant (lessee). It mainly concerns the leases for nursing and care homes in Belgium.
Withholding tax
Tax withheld by a bank or by another financial intermediary on a dividend payment.
ZBC (Zelfstandigbehandelcentrum)
Independent private clinic in the Netherlands.
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COFINIMMO
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